

<PAGE>

                                                    EXHIBIT 1.01

                             I.C. ISAACS & COMPANY, INC.
                                     COMMON STOCK

                            -----------------------------
                                UNDERWRITING AGREEMENT
                                           

                                                                      , 1997
                                                           -----------


THE ROBINSON-HUMPHREY COMPANY, LLC
LEGG MASON WOOD WALKER, INCORPORATED
As Representatives of the several Underwriters named in Schedule I hereto
c/o The Robinson-Humphrey Company, LLC
3333 Peachtree Road, N.E.
Atlanta, Georgia 30326

Ladies and Gentlemen:

    I.C. Isaacs & Company, Inc., a Delaware corporation (the "Company"), 
proposes, subject to the terms and conditions stated herein, to issue and 
sell to the Underwriters named in Schedule I (the "Underwriters") an 
aggregate of 3,800,000 shares of common stock, par value $.0001 per share 
("Common Stock"), of the Company (the "Firm Shares"), and at the election of 
the Underwriters, subject to the terms and conditions stated herein, to issue 
and sell to the Underwriters up to 570,000 additional shares of Common Stock 
(the "Optional Shares") (the Firm Shares and the Optional Shares that the 
Underwriters elect to purchase pursuant to Section 2 hereof are collectively 
called the "Shares" ).

    1.   Representations and Warranties of the Company.  The Company 
represents and warrants to, and agrees with, each of the Underwriters that:

              (i)  A registration statement on Form S-1 (File No. 333-37155)
    (the "Initial Registration Statement") with respect to the Shares,
    including a prospectus subject to completion, has been filed by the Company
    with the Securities and Exchange Commission (the "Commission") under the
    Securities Act of 1933, as amended (the "Act"), and one or more amendments
    to such Initial Registration Statement have been so filed.  After the
    execution of this Agreement, the Company will file with the Commission
    either (A) if such Initial Registration Statement, as it may have been
    amended, has become effective under the Act and information has been 

<PAGE>

    omitted therefrom in accordance with Rule 430A under the Act, a 
    prospectus in the form most recently included in an amendment to such 
    Initial Registration Statement with such changes or insertions as are 
    required by Rule 430A or permitted by Rule 424(b) under the Act and as 
    have been provided to and approved by the Representatives, or (B) if such 
    Initial Registration Statement, as it may have been amended, has not 
    become effective under the Act, an amendment to such Initial Registration 
    Statement, including a form of prospectus, a copy of which amendment has 
    been provided to and approved by the Representatives prior to the 
    execution of this Agreement or (C)  if such Initial Registration  
    Statement, as it may have been amended, has become effective under the 
    Act and the number of shares to be offered has subsequently been 
    increased, a registration statement (a "Rule 462(b) Registration 
    Statement"), filed pursuant to Rule 462(b) under the Act and as has been 
    provided to and approved by the Representatives.  As used in this 
    Agreement, the term "Registration Statement" means such Initial 
    Registration Statement, as amended at the time when it was or is declared 
    effective, including all financial statement schedules and exhibits 
    thereto together with any Rule 462(b) Registration Statement and 
    including any information omitted therefrom pursuant to Rule 430A under 
    the Act and included in the Prospectus (as hereinafter defined); the term 
    "Preliminary Prospectus" means each prospectus subject to completion 
    included in such Initial Registration Statement or any amendment or 
    post-effective amendment thereto (including the prospectus subject to 
    completion, if any, included in the Registration Statement at the time it 
    was or is declared effective); and the term "Prospectus" means the 
    prospectus first filed with the Commission pursuant to Rule 424(b) under 
    the Act or, if no prospectus is required to be so filed, such term means 
    the prospectus included in the Registration Statement.  For purposes of 
    the following representations and warranties, to the extent reference is 
    made to the Prospectus and at the relevant time the Prospectus is not yet 
    in existence, such reference shall be deemed to be to the most recent 
    Preliminary Prospectus.

              (ii) No order preventing or suspending the use of any Preliminary
    Prospectus has been issued and no proceeding for that purpose has been
    instituted or threatened by the Commission or the securities authority of
    any state or other jurisdiction.  If the Registration Statement has become
    effective under the Act, no stop order suspending the effectiveness of the
    Registration Statement or any part thereof has been issued and, to the
    knowledge of the Company, no proceeding for that purpose has been
    instituted or threatened or is contemplated by the Commission or the
    securities authority of any state or other jurisdiction.

              (iii)     When any Preliminary Prospectus was filed with the
    Commission it (A) contained all statements required to be stated therein in
    accordance with, and complied in all material respects with the
    requirements of, the Act and the rules and regulations of 

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     the Commission thereunder and (B) did not include any untrue statement 
     of a material fact or omit to state any material fact necessary in 
     order to make the statements therein, in the light of the 
     circumstances under which they were made, not misleading.  When the 
     Registration Statement or any amendment thereto was or is declared 
     effective, and at each Time of Delivery (as hereinafter defined), 
     it (A) contained or will contain all statements required to be 
     stated therein in accordance with, and complied or will comply in 
     all material respects with the requirements of, the Act and the 
     rules and regulations of the Commission thereunder and (B) did not 
     or will not include any untrue statement of a material fact or omit 
     to state any material fact necessary to make the statements therein 
     not misleading. When the Prospectus or any amendment or supplement 
     thereto is filed with the Commission pursuant to Rule 424(b) (or, 
     if the Prospectus or such amendment or supplement is not required 
     to be so filed, when the Registration Statement or the amendment 
     thereto containing such amendment or supplement to the Prospectus 
     was or is declared effective) and at each Time of Delivery, the 
     Prospectus, as amended or supplemented at any such time, (A) 
     contained or will contain all statements required to be stated 
     therein in accordance with, and complied or will comply in all 
     material respects with the requirements of, the Act and the rules 
     and regulations of the Commission thereunder and (B) did not or 
     will not include any untrue statement of a material fact or omit to 
     state any material fact necessary in order to make the statements 
     therein, in the light of the circumstances under which they were 
     made, not misleading.  The foregoing provisions of this paragraph 
     (iii) do not apply to statements or omissions made in any 
     Preliminary Prospectus, the Registration Statement or any amendment 
     thereto or the Prospectus or any amendment or supplement thereto in 
     reliance upon and in conformity with written information furnished 
     to the Company by any Underwriter through you specifically for use 
     therein.  The Company and the Underwriters hereby acknowledge that 
     the following constitutes the only information furnished in writing 
     to the Company by the Underwriters specifically for use in any 
     Preliminary Prospectus, the Registration Statement or the 
     Prospectus, or any such amendment or supplement: (i) the statements 
     in the last paragraph on the cover page of the Prospectus; (ii) the 
     statements with respect to stabilization in the paragraph at the 
     bottom of the inside front cover page of the Prospectus; and (iii) 
     the statements under the caption "Underwriting" in the Prospectus.

              (iv) The descriptions in the Registration Statement and the
    Prospectus of statutes, legal and governmental proceedings or contracts and
    other documents are accurate and fairly present the information required to
    be shown; and there are no statutes or legal or governmental proceedings
    required to be described in the Registration Statement or the Prospectus
    that are not described as required and no contracts or documents of a
    character that are required to be described in the Registration Statement or

                                         3

<PAGE>

     the Prospectus or to be filed as exhibits to the Registration Statement 
     that are not described and filed as required.

              (v)  Each of the Company and its subsidiaries has been duly
    incorporated, is validly existing as a corporation in good standing under
    the laws of its jurisdiction of incorporation and has full power and
    authority (corporate and other) to own or lease its properties and conduct
    its business as described in the Prospectus.  The Company has full power
    and authority (corporate and other) to enter into this Agreement and to
    perform its obligations hereunder.  Each of the Company and its
    subsidiaries is duly qualified to transact business as a foreign
    corporation and is in good standing under the laws of each other
    jurisdiction in which it owns or leases properties, or conducts any
    business, so as to require such qualification, except where the failure to
    so qualify would not have a material adverse effect on the financial
    position, results of operations or business of the Company.

              (vi) The Company's authorized, issued and outstanding capital
    stock is as disclosed in the Prospectus.  All of the issued shares of
    capital stock of the Company have been duly authorized and validly issued,
    are fully paid and nonassessable and conform to the description of the
    Common Stock contained in the Prospectus.  None of the issued shares of
    capital stock of the Company or its predecessors or any of its subsidiaries
    has been issued or is owned or held in violation of any preemptive rights
    of stockholders, and no person or entity (including any holder of
    outstanding shares of capital stock of the Company or its subsidiaries) has
    any preemptive or other rights to subscribe for any of the Shares.

              (vii)     All of the issued shares of capital stock of each of
    the Company's subsidiaries have been duly authorized and validly issued,
    are fully paid and nonassessable and are owned beneficially by the Company
    free and clear of all liens, security interests, pledges, charges,
    encumbrances, defects, stockholders' agreements, voting trusts, equities or
    claims of any nature whatsoever.  Other than the subsidiaries listed on
    Exhibit 21.01 to the Registration Statement, the Company does not own,
    directly or indirectly, any capital stock or other equity securities of any
    corporation or any ownership interest in any partnership, joint venture or
    other association.

              (viii)    There are no outstanding (A) securities or obligations
    of the Company convertible into or exchangeable for any capital stock of
    the Company, (B) warrants, rights or options to subscribe for or purchase
    from the Company any such capital stock or any such convertible or
    exchangeable securities or obligations, or (C) obligations of the Company
    to issue any shares of capital stock, any such convertible or exchangeable
    securities or obligations, or any such warrants, rights or options.

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<PAGE>

              (ix) Since the date of the most recent audited financial
    statements included in the Prospectus, neither the Company nor any of its
    subsidiaries has sustained any material loss or interference with its
    business from fire, explosion, flood or other calamity, whether or not
    covered by insurance, or from any labor dispute or court or governmental
    action, order or decree, otherwise than as disclosed in or contemplated by
    the Prospectus.

              (x)  Since the respective dates as of which information is given
    in the Registration Statement and the Prospectus, and other than as
    disclosed in or contemplated by the Registration Statement and the
    Prospectus, (A) the Company has not incurred any liabilities or
    obligations, direct or contingent, or entered into any transactions, not in
    the ordinary course of business, that are material to the Company and its
    subsidiaries, (B) the Company has not purchased any of its outstanding
    capital stock or declared, paid or otherwise made any dividend or
    distribution of any kind on its capital stock, (C) there has not been any
    material change in the capital stock, long-term debt or short-term debt of
    the Company or any of its subsidiaries, and (D) there has not been any
    material adverse change, or any development that the Company or any of its
    subsidiaries reasonably expects to result in a material adverse change, in
    or affecting the financial position, results of operations or business of
    the Company or any of its subsidiaries.

              (xi) The Shares to be issued and sold by the Company have been
    duly authorized and, when issued and delivered against payment therefor as
    provided herein, will be validly issued and fully paid and nonassessable
    and will conform to the description of the Common Stock contained in the
    Prospectus; and the certificates evidencing the Shares comply with all
    applicable requirements of Delaware law.

              (xii)     There are no contracts, agreements or understandings
    between the Company and any person granting such person the right to
    require the Company to file a registration statement under the Act with
    respect to any securities of the Company owned or to be owned by such
    person or to require the Company to include such securities in the
    securities registered pursuant to the Registration Statement (or any such
    right has been effectively waived) or in any securities being registered
    pursuant to any other registration statement filed by the Company under the
    Act.

              (xiii)    All offers and sales of the Company's capital stock
    prior to the date hereof were at all relevant times duly registered under
    the Act or exempt from the registration requirements of the Act by reason
    of Sections 3(b), 4(2) or 4(6) thereof and were duly registered or the
    subject of an available exemption from the registration requirements of the
    applicable state securities or blue sky laws.

                                      5

<PAGE>

              (xiv)     Neither the Company nor any of its subsidiaries is, or
    with the giving of notice or passage of time or both would not be, in
    violation of its Certificate of Incorporation or Bylaws or in default under
    any indenture, mortgage, deed of trust, loan agreement, lease or other
    agreement or instrument to which the Company or any of its subsidiaries is
    a party or to which any of its properties or assets are subject.

              (xv) The issue and sale of the Shares to be issued and sold by
    the Company and the performance of this Agreement and the consummation of
    the transactions herein contemplated will not conflict with, or (with or
    without the giving of notice or the passage of time or both) result in a
    breach or violation of any of the terms or provisions of, or constitute a
    default under, any indenture, mortgage, deed of trust, loan agreement,
    lease or other agreement or instrument to which the Company or any of its
    subsidiaries is a party or to which any of their respective properties or
    assets is subject, nor will such action conflict with or violate any
    provision of the Certificate of Incorporation or Bylaws of the Company or
    any statute, rule or regulation or any order, judgment or decree of any
    court or governmental agency or body having jurisdiction over the Company
    or any of its properties or assets.

              (xvi)     The Company and its subsidiaries have good and
    indefeasible title in fee simple to all real property, if any, and good
    title to all personal property owned by them, in each case free and clear
    of all liens, security interests, pledges, charges, encumbrances, mortgages
    and defects, except such as are disclosed in the Prospectus or such as do
    not materially and adversely affect the value of such property and do not
    interfere with the use made or proposed to be made of such property by the
    Company and its subsidiaries; and any real property and buildings held
    under lease by the Company or any of its subsidiaries are held under leases
    which are valid and enforceable as to the Company and its subsidiaries and,
    to the Company's knowledge, as to others, with such exceptions as are
    disclosed in the Prospectus or are not material and do not interfere with
    the use made or proposed to be made of such property and buildings by the
    Company.

              (xvii)    No consent, approval, authorization, order or
    declaration of or from, or registration, qualification or filing with, any
    court or governmental agency or body is required for the sale of the Shares
    or the consummation of the transactions contemplated by this Agreement,
    except the registration of the Shares under the Act (which, if the
    Registration Statement is not effective as of the time of execution hereof,
    shall be obtained as provided in this Agreement) and such as may be
    required from the National Association of Securities Dealers, Inc. (the
    "NASD") and under state securities or blue sky laws in connection with the
    offer, sale and distribution of the Shares by the Underwriters.

                                     6

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              (xviii)   There is no litigation, arbitration, claim, proceeding
    (formal or informal) or investigation pending or, to the Company's
    knowledge, threatened (or any basis therefor) in which the Company or any
    of its subsidiaries is a party or of which any of its properties or assets
    are the subject which, if determined adversely to the Company or any such
    subsidiary, would individually or in the aggregate reasonably be expected
    to have a material adverse effect on the financial position, results of
    operations or business of the Company and its subsidiaries.  Neither the
    Company nor any of its subsidiaries is in violation of, or in default with
    respect to, any statute, rule, regulation, order, judgment or decree, or
    such as do not and will not individually or in the aggregate have a
    material adverse effect on the financial position, results of operations or
    business of the Company and its subsidiaries.

              (xix)     To the Company's knowledge, BDO Seidman, LLP, who have
    certified certain financial statements of the Company and its consolidated
    subsidiaries, are and were during the periods covered by their reports
    included in the Registration Statement and the Prospectus, independent
    public accountants as required by the Act and the rules and regulations of
    the Commission thereunder.

              (xx) The financial statements and schedules (including the
    related notes) of the Company and its consolidated subsidiaries included in
    the Registration Statement, the Prospectus or any Preliminary Prospectus
    were prepared in accordance with generally accepted accounting principles
    consistently applied throughout the periods involved and fairly present the
    financial position and results of operations of the Company and its
    subsidiaries, on a consolidated basis, at the dates and for the periods
    presented.  The selected financial data set forth under the captions
    "Prospectus Summary--Summary Historical and ProForma Consolidated Financial
    Data" and "Selected Financial Data" in the Prospectus fairly present, on
    the basis stated in the Prospectus, the information included therein. 

              (xxi)     This Agreement has been duly authorized, executed and
    delivered by the Company and constitutes the valid and binding agreement of
    the Company enforceable against the Company in accordance with its terms,
    subject, as to enforcement, to applicable bankruptcy, insolvency,
    reorganization and moratorium laws and other laws relating to or affecting
    the enforcement of creditors' rights generally and to general equitable
    principles.

              (xxii)    Neither the Company nor any of its officers, directors
    or other affiliates has (A) taken, directly or indirectly, any action
    designed to cause or result in, or that has constituted or might reasonably
    be expected to constitute, the stabilization or manipulation of the price
    of any security of the Company to facilitate the sale or resale of

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     the Shares or (B) since the filing of the Registration Statement (1) 
     sold, bid for, purchased or paid anyone any compensation for 
     soliciting purchases of, the Shares or (2) paid or agreed to pay to 
     any person any compensation for soliciting another to purchase any 
     other securities of the Company.

              (xxiii)   The Company has obtained for the benefit of the Company
    and the Underwriters from each of its directors, executive officers and
    current stockholders (the "Stockholders") a written agreement that for a
    period of 180 days from the date of the Prospectus such director, executive
    officer or Stockholder will not, without your prior written consent,
    directly or indirectly sell, offer to sell, contract to sell, solicit an
    offer to buy, grant any option for the purchase or sale of, assign, pledge,
    distribute or otherwise transfer, dispose of or encumber (or make any
    announcement with respect to any of the foregoing), any shares of Common
    Stock, or any options, rights, warrants or other securities convertible
    into or exercisable or exchangeable for Common Stock or evidencing any
    right to purchase or subscribe for shares of Common Stock, whether or not
    beneficially owned by the undersigned, except as provided in Section 2.

              (xxiv)    Neither the Company or any of its subsidiaries, nor any
    director, officer, agent, employee or other person associated with or
    acting on behalf of the Company has, directly or indirectly, used any
    corporate funds for unlawful contributions, gifts, entertainment or other
    unlawful expenses relating to political activity; made any unlawful payment
    to foreign or domestic government officials or employees or to foreign or
    domestic political parties or campaigns from corporate funds; violated any
    provision of the Foreign Corrupt Practices Act of 1977, as amended; or made
    any bribe, rebate, payoff, influence payment, kickback or other unlawful
    payment.

              (xxv)     The operations of the Company and its subsidiaries with
    respect to any real property currently leased or owned or by any means
    controlled by the Company (the "Real Property") are in compliance with all
    federal, state and local laws, ordinances, rules and regulations relating
    to occupational health and safety and the environment (collectively,
    "Laws"), and the Company and its subsidiaries have all licenses, permits and
    authorizations necessary to operate under all Laws and are in compliance
    with all terms and conditions of such licenses, permits and authorizations;
    the Company and its subsidiaries have not authorized or conducted 
    and have no knowledge of the generation, transportation, storage, use, 
    treatment, disposal or release of any hazardous substance, 
    hazardous waste, hazardous material, hazardous constituent, toxic 
    substance, pollutant, contaminant, petroleum product, natural gas, 
    liquefied gas or synthetic gas defined or regulated under any 
    environmental law on, in or under any Real Property; and there is 
    no pending or threatened claim, litigation or any administrative 
    agency proceeding, nor has the Company or any subsidiary received

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    any written or oral notice from any governmental entity or third party, 
    that: (A) alleges a violation of any Laws by the Company or any 
    subsidiary; (B) alleges the Company or any subsidiary is a liable 
    party under the Comprehensive Environmental Response, Compensation, 
    and Liability Act, 42 U.S.C. Section 9601 et seq. or any state 
    superfund law; (C) alleges possible contamination of the 
    environment by the Company or any subsidiary; or (D) alleges 
    possible contamination of the Real Property.
    
              (xxvi)    The Worldwide Rights Agreement dated September 30, 1997
    among the Company, Brookhurst, Inc. and William Ott (the "Worldwide
    Agreement"), and the Foreign Boss Rights Acquisition Agreement dated
    September 30, 1997 between the Company, Hugo Boss, A.G. and Ambra, Inc.
    (the "Foreign Agreement" and, together with the Worldwide Agreement, the
    "Boss Agreements"), have been duly authorized, executed and delivered by
    the Company and are enforceable by the Company against the respective
    parties to the Boss Agreements in accordance with their terms, except to
    the extent that enforcement thereof may be limited by (a) bankruptcy,
    insolvency, reorganization, moratorium or other similar laws now or
    hereafter in effect relating to creditors' rights generally and (b) general
    principles of equity (regardless of whether enforceability is considered in
    a proceeding at law or in equity).  The Company and each of its
    subsidiaries have fulfilled and performed all of their material obligations
    with respect to the Boss Agreements, and related agreements, and the Boss
    Agreements, and related agreements, remain in full force and effect; and no
    event has occurred with respect to the Boss Agreements, and related
    agreements, which would have a material adverse effect on the business of
    the Company or its subsidiaries.

              (xxvii)   The Exclusive Domestic License Agreement dated June 1,
    1993 by and between BHPC Marketing, Inc. ("BHPCM") and Heather-Paige II
    Industries, Inc. ("HPII"), the Assignment of Licenses dated August 31, 1993
    by and between HPII and the Company, the Amendment dated September 1, 1993
    by and between BHPCM and the Company, the Exclusive Domestic License
    Agreement dated December 14, 1995 by and between BHPCM and the Company, the
    Amendment to Exclusive License Agreement dated June 3, 1997 by and between
    BHPCM and the Company, the Amendment to Exclusive License Agreement dated
    June 1, 1997 by and between BHPCM and the Company, the Amendment to
    Exclusive License Agreement dated July 29, 1997 by and between BHPCM and
    the Company, the International Exclusive License Agreement (Wholesale)
    dated August 15, 1996 by and between BHPCM and Zacari 2000 S.L., the
    Amendment to International Exclusive License Agreement (Wholesale) dated

                                      9

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    June 3, 1997 by and between BHPCM and I.C. Isaacs Europe, S.L. ("ICI 
    Europe"), the International Exclusive License Agreement (Retail) 
    dated August 15, 1996 by and between BHPCM and Zacari 2000, S.L., 
    the Amendment to International Exclusive License Agreement (Retail) 
    dated June 3, 1997 by and between BHPCM and ICI Europe and the 
    Amendment to Exclusive License Agreement dated July 29, 1996 by and 
    between BHPCM and ICI Europe (all of the above are together herein 
    known as the "BHPC Agreements"), have been duly authorized, 
    executed and delivered by the Company and are enforceable by the 
    Company against the respective parties to the BHPC Agreements in 
    accordance with their terms, except to the extent that enforcement 
    thereof may be limited by (a) bankruptcy, insolvency, 
    reorganization, moratorium or other similar laws now or hereafter 
    in effect relating to creditors' rights generally and (b) general 
    principles of equity (regardless of whether enforceability is 
    considered in a proceeding at law or in equity).  The Company and 
    each of its subsidiaries have fulfilled and performed all of their 
    material obligations with respect to the BHPC Agreements and the 
    BHPC Agreements remain in full force and effect; and no event has 
    occurred with respect to the BHPC Agreements which would have a 
    material adverse effect on the business of the Company or its 
    subsidiaries. 

              (xxviii)  The Company and its subsidiaries own or possess, or are
    licensed or otherwise have the full legal right to utilize, the patents,
    patent rights, licenses, inventions, copyrights, know-how, trademarks
    (including, without limitation, the exclusive right to use the marks "BOSS"
    and "BEVERLY HILLS POLO CLUB" and related marks and logos upon the terms
    and conditions set forth in the BOSS Agreements and the BHPC Agreements,
    respectively, and as described in the Prospectus and the marks "I.C.
    ISAACS", "I.G. DESIGN", "LORD ISAACS" and "PIZZAZZ"), service marks, trade
    names and other intangible property (collectively, the "Intellectual
    Property Rights") presently employed by them in connection with the
    business now operated by them except where the failure to so own or possess
    such legal rights could not reasonably be expected to have a material
    adverse effect on the business of the Company or its subsidiaries, and
    neither the Company nor any of its subsidiaries has received any notice or
    is otherwise aware of any infringement of or conflict with asserted rights
    of others with respect to any intellectual property rights or other
    proprietary rights which, singularly or in the aggregate, if the subject of
    an unfavorable final determination, could reasonably be expected to have a
    material adverse effect on the business of the Company or its subsidiaries.

              (xxix)    The Company has delivered or made available to you
    prior to the date the Registration Statement was declared effective copies
    of all pension, retirement, profit-sharing, deferred compensation, stock
    option, employee stock ownership, severance pay, vacation, bonus or other
    incentive plans, all other written employee programs, arrangements or
    agreements, all medical, vision, dental or other health plans, all life
    insurance plans and all other employee benefit plans or fringe benefit
    plans, including, without limitation, "employee benefit plans" as that term
    is defined in Section 3(3) of the Employee Retirement Income Security Act 

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<PAGE>

    of 1974, as amended ("ERISA"), adopted, maintained, sponsored in whole 
    or in part or contributed to by the Company or any of its 
    subsidiaries or their respective predecessors for the benefit of 
    employees, retirees, dependents, spouses, directors, independent 
    contractors or other beneficiaries and under which employees, 
    retirees, dependents, spouses, directors, independent contractors or 
    other beneficiaries are eligible to participate (collectively, the 
    "Company Benefit Plans").

         The Company or any of its subsidiaries (and each of their respective
    predecessors that adopted or contributed to a Company Benefit Plan) has
    maintained all Company Benefit Plans (including filing all reports and
    returns required to be filed with respect thereto) in accordance with their
    terms and in compliance with the applicable terms of ERISA, the Internal
    Revenue Code and any other applicable federal and state laws, except for
    any breach or violation which would not have, individually or in the
    aggregate, a material adverse effect on the financial position, results of
    operations or business of the Company and its subsidiaries, taken as a
    whole.  Each Company Benefit Plan which is intended to be qualified under
    Section 401(a) of the Internal Revenue Code has either received a favorable
    determination letter from the Internal Revenue Service or will timely
    request such a letter prior to the expiration of any remedial amendment
    period applicable without penalty to the Company Benefit Plan under the
    Internal Revenue Code and has at all times been maintained in accordance
    with Section 401 of the Internal Revenue Code, except where any failure to
    so maintain such Company Benefit Plan would not have, individually or in
    the aggregate, a material adverse effect on the financial position, results
    of operations or business of the Company and its subsidiaries, taken as a
    whole.  Neither the Company nor any subsidiary has engaged in a transaction
    with respect to any Company Benefit Plan that, assuming the taxable period
    of such transaction expired as of the date hereof, would subject the
    Company or any subsidiary to a tax or penalty imposed by either Section
    4975 of the Internal Revenue Code or Section 502(i) of ERISA in amounts
    which are reasonably likely to have, individually or in the aggregate, a
    material adverse effect on the financial position, results of operations or
    business of the Company and its subsidiaries, taken as a whole.

         Neither the Company nor any subsidiary is obligated to provide
    post-retirement medical benefits or any other unfunded post-retirement
    welfare benefits, which such liabilities to the Company or any subsidiary
    would have, individually or in the aggregate, a material adverse effect on
    the financial position, results of operations or business of the Company
    and its subsidiaries, taken as a whole.  Neither the Company, its
    subsidiaries, nor any member of a group of trades or businesses under
    common control (as defined in ERISA Sections 4001(a)(14) and 4001(b)(1))
    with the Company or its subsidiaries have at any time within the last six
    years sponsored, contributed to or been obligated under Title I or IV of


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    ERISA to contribute to a "defined benefit plan" (as defined in ERISA Section
    3(35)).  Within the last six years, neither the Company, its subsidiaries 
    nor any member of a group of trades or businesses under common control 
    (as defined in ERISA Sections 4001(a)(14) and 4001(b)(1)) with Company or 
    its subsidiaries have had an "obligation to contribute" (as defined in 
    ERISA Section 4212) to a "multiemployer plan" (as defined in ERISA 
    Sections 4001(a)(3) and 3(37)(A)).

              (xxx)     No labor dispute exists or is imminent with the 
    Company's or its subsidiaries' employees or is imminent which could 
    materially adversely affect the financial position, results of operations 
    or business of the Company and its subsidiaries.  The Company is not 
    aware of any existing or imminent labor disturbance by its or its 
    subsidiaries' employees which could be expected to adversely affect the 
    financial position, results of operations or business of the Company and 
    its subsidiaries.  

              (xxxi)    The Company and each of its subsidiaries are insured 
    by insurers of recognized financial responsibility against such losses 
    and risks and in such amounts as are customary in the businesses in which 
    they are engaged; and neither the Company nor any such subsidiary has 
    knowledge of any facts or circumstances that would prevent the renewal of 
    its existing insurance coverage as and when such coverage expires or that 
    would prevent such entity from obtaining similar coverage from similar 
    insurers as may be necessary to continue its business at a comparable 
    cost, except as disclosed in the Prospectus.

              (xxxii)   Each of the Company and its subsidiaries makes and 
    keeps accurate books and records reflecting its assets and maintains 
    internal accounting controls which provide reasonable assurance that (A) 
    transactions are executed in accordance with management's authorization, 
    (B) transactions are recorded as necessary to permit preparation of the 
    Company's consolidated financial statements in accordance with generally 
    accepted accounting principles and to maintain accountability for the 
    assets of the Company and its subsidiaries, (C) access to the assets of 
    the Company and each of its subsidiaries is permitted only in accordance 
    with management's authorization, and (D) the recorded accountability for 
    assets of the Company and each of its subsidiaries is compared with 
    existing assets at reasonable intervals and appropriate action is taken 
    with respect to any differences.

              (xxxiii)  The Company's software systems include design, 
    performance and functionality so that the Company does not reasonably 
    expect to experience invalid or incorrect results or abnormal software 
    operation related to calendar year 2000.  The Company's software systems 
    include calendar year 2000 date conversion and compatibility 
    capabilities, including, but not limited to, date data century 
    recognition, same century and multiple century formula and date value 
    calculations, and user interface date data values that reflect the 
    century.  

                                 12

<PAGE>

              (xxxiv)   No subsidiary of the Company is currently prohibited, 
    directly or indirectly, from paying any dividends to the Company, from 
    making any other distributions on such subsidiary's capital stock, from 
    repaying to the Company any loans or advances to such subsidiary or from 
    transferring any of such subsidiary's property or assets to the Company 
    or any other subsidiary of the Company.

              (xxxv)    The Company and its subsidiaries have filed all 
    foreign, federal, state and local tax returns that are required to be 
    filed by them and have paid all taxes shown as due on such returns as 
    well as all other taxes, assessments and governmental charges that are 
    due and payable, and no deficiency with respect to any such return has 
    been assessed or proposed.  All applicable income and employment taxes 
    have been withheld and paid for any individuals who would be considered 
    common law employees of the Company and its subsidiaries for federal 
    income and employment tax withholding purposes.

              (xxxvi)   The Company is not, will not become as a result of 
    the transactions contemplated hereby, and does not intend to conduct its 
    business in a manner that would cause it to become, an "investment 
    company" or a company "controlled" by an "investment company" within the 
    meaning of the Investment Company Act of 1940, as amended.

    2.   Purchase and Sale of Shares.  Subject to the terms and conditions 
herein set forth, (a) the Company agrees to sell to each of the Underwriters, 
and each of the Underwriters agrees, severally and not jointly, to purchase 
from the Company at a purchase price of $______ per share, the number of Firm 
Shares (to be adjusted by you so as to eliminate fractional shares) 
determined by multiplying the aggregate number of Firm Shares to be sold by 
the Company by a fraction, the numerator of which is the aggregate number of 
Firm Shares to be purchased by such Underwriter as set forth opposite the 
name of such Underwriter in Schedule I hereto, and the denominator of which 
is the aggregate number of Firm Shares to be purchased by the Underwriters 
from the Company hereunder and (b) in the event and to the extent that the 
Underwriters shall exercise the election to purchase Optional Shares as 
provided below, the Company agrees to issue and sell to each of the 
Underwriters, severally and not jointly, and each of the Underwriters agrees, 
severally and not jointly, to purchase from the Company, at the purchase 
price per share set forth in clause (a) of this Section 2, that portion of 
the number of Optional Shares to be sold by the Company as to which such 
election shall have been exercised (to be adjusted by you so as to eliminate 
fractional shares) determined by multiplying such number of Optional Shares 
by a fraction, the numerator of which is the maximum number of Optional 
Shares that such Underwriter is entitled to purchase as set forth opposite 
the name of such Underwriter in Schedule I hereto and the denominator of 
which is the maximum number of the Optional Shares that all of the Underwriters

                                      13

<PAGE>

are entitled to purchase hereunder.

    The Company hereby grants to the Underwriters the right to purchase, at 
their election in whole or in part from time to time, up to 570,000 Optional 
Shares, at the purchase price per share set forth in clause (a) in the 
paragraph above, for the sole purpose of covering over-allotments in the sale 
of Firm Shares.  Any such election to purchase Optional Shares may be 
exercised by written notice from you to the Company, given from time to time 
within a period of 30 calendar days after the date of this Agreement and 
setting forth the aggregate number of Optional Shares to be purchased and the 
date on which such Optional Shares are to be delivered, as determined by you 
but in no event earlier than the First Time of Delivery (as hereinafter 
defined) or, unless you and the Company otherwise agree in writing, earlier 
than two or later than ten business days after the date of such notice.  In 
the event you elect to purchase all or a portion of the Optional Shares, the 
Company agrees to furnish or cause to be furnished to you the certificates, 
letters and opinions, and to satisfy all conditions, set forth in Section 7 
hereof at each Subsequent Time of Delivery (as hereinafter defined).

    3.   Offering by the Underwriters.  Upon the authorization by you of the 
release of the Shares, the several Underwriters propose to offer the Shares 
for sale upon the terms and conditions disclosed in the Prospectus.

    4.   Delivery of Shares; Closing.  Certificates in definitive form for 
the Shares to be purchased by each Underwriter hereunder, and in such 
denominations and registered in such names as The Robinson-Humphrey Company, 
LLC may request upon at least 48 hours' prior notice to the Company, shall be 
delivered by or on behalf of the Company to you for the account of such 
Underwriter against payment by such Underwriter on its behalf of the purchase 
price therefor by wire transfer or certified or official bank check or checks 
drawn on an Atlanta, Georgia bank, payable to the order of the Company and 
the Custodian, as their interests may appear, in same-day available funds.  
The closing of the sale and purchase of the Shares shall be held at the 
offices of Alston & Bird LLP, One Atlantic Center, 1201 West Peachtree 
Street, Atlanta, Georgia 30309-3424, or at such other location as you, the 
Company and the Attorneys-in-Fact may agree upon, except that physical 
delivery of such certificates shall be made at the office of The Depository 
Trust Company, 55 Water Street, New York, New York 10041.  The time and date 
of such delivery and payment shall be, with respect to the Firm Shares, at 
9:00 a.m., Atlanta time, on the third (or if the Firm Shares are priced, as 
contemplated by Rule 15c6-1(c) promulgated pursuant to the Securities Act of 
1934, as amended (the "Exchange Act"), after 4:30 p.m., Washington, D.C. 
time, the fourth) full business day after this Agreement is executed or at 
such other time and date not less than the seventh full business day 
thereafter as you and the Company may agree upon in writing, and, with 
respect to the Optional Shares, at 9:00 a.m., Atlanta time, on the date and 
at the location specified by you in the written notice given by you of the 
Underwriters' election to purchase all or part of such Optional Shares, 

                                        14

<PAGE>

or at such other time and date as you and the Company may agree upon.  Such 
time and date for delivery of the Firm Shares is herein called the "First 
Time of Delivery," such time and date for delivery of any Optional Shares, if 
not the First Time of Delivery, is herein called a "Subsequent Time of 
Delivery," and each such time and date for delivery is herein called a "Time 
of Delivery." The Company will make such certificates available for checking 
and packaging at least 24 hours prior to each Time of Delivery at the office 
of The Depository Trust Company, 55 Water Street, New York, New York 10041 or 
at such other location in New York, New York specified by you in writing at 
least 48 hours prior to such Time of Delivery.

    5.   Covenants of the Company.  The Company covenants and agrees with 
each of the Underwriters:

              (i)  If the Registration Statement has been declared effective 
    prior to the execution and delivery of this Agreement, the Company will 
    file the Prospectus with the Commission pursuant to and in accordance 
    with subparagraph (1) (or, if applicable and if consented to by you, 
    subparagraph (4)) of Rule 424(b) not later than the earlier of (A) the 
    second business day following the execution and delivery of this 
    Agreement or (B) the fifth business day after the date on which the 
    Registration Statement is declared effective.  The Company will advise 
    you promptly of any such filing pursuant to Rule 424(b).

              (ii) The Company will not file with the Commission the 
    prospectus or the amendment referred to in the second sentence of Section 
    l(a)(i) hereof, any amendment or supplement to the Prospectus or any 
    amendment to the Registration Statement unless you have received a 
    reasonable period of time to review any such proposed amendment or 
    supplement and consented to the filing thereof and will use its best 
    efforts to cause any such amendment to the Registration Statement to be 
    declared effective as promptly as possible.  Upon the request of the 
    Representatives or counsel for the Underwriters, the Company will 
    promptly prepare and file with the Commission, in accordance with the 
    rules and regulations of the Commission, any amendments to the 
    Registration Statement or amendments or supplements to the Prospectus 
    that may be necessary or advisable in connection with the distribution of 
    the Shares by the several Underwriters and will use its best efforts to 
    cause any such amendment to the Registration Statement to be declared 
    effective as promptly as possible.  If required, the Company will file 
    any amendment or supplement to the Prospectus with the Commission in the 
    manner and within the time period required by Rule 424(b) under the Act.  
    The Company will advise the Representatives, promptly after receiving 
    notice thereof, of the time when the Registration Statement or any 
    amendment thereto has been filed or declared effective or the Prospectus 
    or any amendment or supplement thereto has been filed and will provide 
    evidence to the Representatives of each such filing or effectiveness.

                                    15

<PAGE>

              (iii)     If the Company elects to rely upon Rule 462(b), the 
    Company shall file a Rule 462(b) Registration Statement with the 
    Commission in compliance with Rule 462(b) by 10:00 p.m. Washington, D.C. 
    time, on the date of this Agreement, and the Company shall at the time of 
    filing either pay to the Commission the filing fee for the Rule 462(b) 
    Registration Statement or give irrevocable instructions for the payment 
    of such fee pursuant to Rule 111(b) under the Act.

              (iv) The Company will advise you promptly after receiving 
    notice or obtaining knowledge of (A) the issuance by the Commission of 
    any stop order suspending the effectiveness of the Registration Statement 
    or any part  thereof or any order preventing or suspending the use of any 
    Preliminary Prospectus or the Prospectus or any amendment or supplement 
    thereto or of the initiation or threatening of any proceeding for any 
    such purpose, (B) the suspension of the qualification of the Shares for 
    offer or sale in any jurisdiction or of the initiation or threatening of 
    any proceeding for any such purpose, or (C) any request made by the 
    Commission or any securities authority of any other jurisdiction for 
    amending the Registration Statement, for amending or supplementing the 
    Prospectus or for additional information.  The Company will use its best 
    efforts to prevent the issuance of any such stop order and, if any such 
    stop order is issued, to obtain the withdrawal thereof as promptly as 
    possible.

              (v)  If the delivery of a prospectus relating to the Shares is 
    required under the Act at any time prior to the expiration of nine months 
    after the date of the Prospectus and if at such time any events have 
    occurred as a result of which the Prospectus as then amended or 
    supplemented would include an untrue statement of a material fact or omit 
    to state any material fact necessary in order to make the statements 
    therein, in light of the circumstances under which they were made, not 
    misleading, or if for any reason it is necessary during such same period 
    to amend or supplement the Prospectus to comply with the Act or the rules 
    and regulations thereunder, the Company will promptly notify you, and at 
    the Company's expense, prepare and file with the Commission an amendment 
    or supplement to the Prospectus that corrects such statement or omission 
    or effects such compliance and will furnish without charge to each 
    Underwriter and to any dealer in securities as many copies of such 
    amended or supplemented Prospectus as you may from time to time 
    reasonably request. If the delivery of a prospectus relating to the 
    Shares is required under the Act at any time nine months or more after 
    the date of the Prospectus, upon your request but at the expense of such 
    Underwriter, the Company will prepare and deliver to such Underwriter as 
    many copies as you may request of an amended or supplemented Prospectus 
    complying with Section 10(a)(3) of the Act.  Neither your consent to, nor 
    the Underwriters' delivery of, any such amendment or supplement shall

                                      16

<PAGE>

     constitute a waiver of any of the conditions set forth in Section 7.

              (vi) The Company promptly from time to time will take such 
    action as you may reasonably request to qualify the Shares for offering 
    and sale under the securities or blue sky laws of such jurisdictions as 
    you may request and will continue such qualifications in effect for as 
    long as may be necessary to complete the distribution of the Shares, 
    provided that in connection therewith the Company shall not be required 
    to qualify as a foreign corporation or to file a general consent to 
    service of process in any jurisdiction.

              (vii)     The Company will promptly provide you, without 
    charge, (A) two manually executed copies of the Registration Statement as 
    originally filed with the Commission and of each amendment thereto, (B) 
    for each other Underwriter a conformed copy of the Registration Statement 
    as originally filed and of each amendment thereto, without exhibits, and 
    (C) so long as a prospectus relating to the Shares is required to be 
    delivered under the Act, as many copies of each Preliminary Prospectus or 
    the Prospectus or any amendment or supplement thereto as you may 
    reasonably request.

              (viii)    As soon as practicable, but in any event not later 
    than 45 days after the end of the Company's fiscal quarter in which the 
    first anniversary of the effective date of the Registration Statement 
    occurs, the Company will make generally available to its security holders 
    an earnings statement of the Company and its subsidiaries, if any, 
    covering a period of at least 12 months beginning after the effective 
    date of the Registration Statement (which need not be audited) complying 
    with Section 11(a) of the Act and the rules and regulations thereunder.

              (ix) During the period beginning on the date hereof and 
    continuing to and including the date 180 days after the date of the 
    Prospectus, the Company will not, without your prior written consent, 
    offer, pledge, issue, sell, contract to sell, grant any option for the 
    sale of, or otherwise dispose of (or announce any of the foregoing, 
    directly or indirectly, any shares of Common Stock or securities 
    convertible into, exercisable or exchangeable for, shares of Common 
    Stock, except as provided in Section 2 and except that the Company may 
    (A) grant options pursuant to the Company's stock option plans described 
    in the Registration Statement with the prior approval of The 
    Robinson-Humphrey Company, LLC; and (B) issue shares of Common Stock upon 
    the exercise of any of the Company's outstanding stock options as 
    described in the Registration Statement or stock options granted under 
    clause (A) above.

              (x)  During a period of five years from the effective date of 
    the Registration Statement, the Company will furnish to you and, upon 
    request, to each of the other Underwriters, without charge, (A) copies of 

                                       17

<PAGE>

    all reports or other communications (financial or other) furnished to 
    Stockholders, (B) as soon as they are available, copies of any 
    reports and financial statements furnished to or filed with the 
    Commission, the NASD or any national securities exchange, and (C) 
    such additional information concerning the business and financial 
    condition of the Company and its subsidiaries, if any, as you may 
    reasonably request.

              (xi) Neither the Company nor any of its officers, directors or 
    other affiliates will (A) take, directly or indirectly, prior to the 
    termination of the underwriting syndicate contemplated by this Agreement, 
    any action designed to cause or to result in, or that might reasonably be 
    expected to constitute, the stabilization or manipulation of the price of 
    any security of the Company to facilitate the sale or resale of any of 
    the Shares, (B) sell, bid for, purchase or pay anyone any compensation 
    for soliciting purchases of, the Shares or (C) pay or agree to pay to any 
    person any compensation for soliciting another to purchase any other 
    securities of the Company.

              (xii)     The Company will apply the net proceeds from the 
    offering in the manner set forth under "Use of Proceeds" in the 
    Prospectus.

              (xiii)    The Company will cause the Shares to be listed on the 
    Nasdaq National Market at each Time of Delivery and for at least one year 
    from the date hereof.

              (xiv)     If at any time during the period beginning on the 
    date the Registration Statement becomes effective and ending on the later 
    of (A) the date 30 days after such effective date and (B) the date that 
    is the earlier of (1) the date on which the Company first files with the 
    Commission a Quarterly Report on Form 10-Q or an Annual Report on Form 
    10-K after such effective date and (2) the date on which the Company 
    first issues a quarterly or annual financial report to Stockholders after 
    such effective date, any rumor, publication or event relating to or 
    affecting the Company shall occur as a result of which in your reasonable 
    opinion the market price of the Common Stock has been or is likely to be 
    materially affected (regardless of whether such rumor, publication or 
    event necessitates an amendment of or supplement to the Prospectus), the 
    Company will, after written notice from you advising the Company to the 
    effect set forth above, forthwith prepare, consult with you concerning 
    the substance of, and disseminate a press release or other public 
    statement, reasonably satisfactory to you, responding to or commenting on 
    such rumor, publication or event.

    6.   Expenses.  The Company will pay all costs and expenses incident to 
the performance of its obligations under this Agreement, whether or not the 
transactions contemplated hereby are consummated or this Agreement is 
terminated pursuant to Section 10 hereof, including, without limitation, 

                                    18

<PAGE>

all costs and expenses incident to (i) the reasonable fees, disbursements and 
expenses of the Company's counsel and accountants in connection with the 
registration of the Shares under the Act and all other expenses in connection 
with the preparation, printing and filing of the Registration Statement 
(including all amendments thereto), any Preliminary Prospectus, the 
Prospectus and, if applicable, any amendments and supplements thereto, this 
Agreement and any blue sky memoranda; (ii) the delivery of copies of the 
foregoing documents to the Underwriters; (iii) the filing fees of the 
Commission and the NASD relating to the Shares and the related reasonable 
fees and disbursements of counsel for the Underwriters in connection with 
filings with the NASD; (iv) the preparation, issuance and delivery to the 
Underwriters of any certificates evidencing the Shares, including transfer 
agent's and registrar's fees; (v) the qualification of the Shares for 
offering and sale under state securities and blue sky laws, including filing 
fees and reasonable fees and disbursements of counsel for the Underwriters 
relating thereto; (vi) any listing of the Shares on the Nasdaq National 
Market and (vii) any reasonable expenses for travel, lodging and meals 
incurred by the Company and any of its officers, directors and employees in 
connection with any meetings with prospective investors in the Shares.  It is 
understood, however, that, except as provided in this Section, Section 8 and 
Section 10 hereof, the Underwriters will pay all of their own costs and 
expenses, including the fees of their counsel, stock transfer taxes on resale 
of any of the Shares by them, and any advertising expenses relating to the 
offer and sale of the Shares.

    7.   Conditions of the Underwriters' Obligations.  The obligations of the 
Underwriters hereunder to purchase and pay for the Shares to be delivered at 
each Time of Delivery shall be subject, in their discretion, to the accuracy 
of the representations and warranties of the Company contained herein as of 
the date hereof and as of such Time of Delivery, to the accuracy of the 
statements of Company officers made pursuant to the provisions hereof, to the 
performance by the Company of their covenants and agreements hereunder, and 
to the following additional conditions precedent:

         (a)  If the registration statement as amended to date has not become 
effective prior to the execution of this Agreement, such registration 
statement shall have been declared effective not later than 4:00 p.m., 
Atlanta time, on the day following the date of this Agreement or such later 
date and/or time as shall have been consented to by you in writing.  The 
Prospectus and any amendment or supplement thereto shall have been filed with 
the Commission pursuant to Rule 424(b) within the applicable time period 
prescribed for such filing and in accordance with Section 5(a) of this 
Agreement; if the Company has elected to rely upon Rule 462(b), the Rule 
462(b) Registration Statement shall have become effective by 10:00 p.m. 
Washington, D.C. time, on the date of this Agreement; no stop order 
suspending the effectiveness of the Registration Statement or any part 
thereof shall have been issued and no proceedings for that purpose shall have 
been instituted, threatened or, to the knowledge of the Company and the
Representatives, contemplated by the Commission; and all requests for additional

                                   19

<PAGE>

information on the part of the Commission shall have been complied with to 
your reasonable satisfaction.

         (b)  Alston & Bird LLP, counsel for the Underwriters, shall have 
furnished to you such opinion or opinions, dated such Time of Delivery, with 
respect to the incorporation of the Company, the validity of the Shares being 
delivered at such Time of Delivery, the Registration Statement, the 
Prospectus, and other related matters as you may reasonably request, and the 
Company shall have furnished to such counsel such documents as they request 
for the purpose of enabling them to pass upon such matters. 

         (c)  You shall have received an opinion, dated such Time of 
Delivery, of Piper & Marbury L.L.P., counsel for the Company, in form and 
substance reasonably satisfactory to you and your counsel, to the effect that:

              (i)  The Company has been duly incorporated, is validly 
    existing as a corporation in good standing under the laws of the State of 
    Delaware and has the corporate power and authority to own or lease its 
    properties and conduct its business as described in the Registration 
    Statement and the Prospectus and to enter into this Agreement and perform 
    its obligations hereunder.  The Company is duly qualified to transact 
    business as a foreign corporation and is in good standing under the laws 
    of each other jurisdiction in which it owns or leases property, or 
    conducts any business, except where the failure to so qualify would not 
    have a material adverse effect on the financial position, results of 
    operations or business of the Company.

              (ii) Each of the subsidiaries of the Company has been duly 
    incorporated, is validly existing as a corporation in good standing under 
    the laws of its jurisdiction of incorporation and has the corporate power 
    and authority to own or lease its properties and conduct its business as 
    described in the Registration Statement and the Prospectus.  Each such 
    subsidiary is duly qualified to transact business as a foreign 
    corporation and is in good standing under the laws of each other 
    jurisdiction in which it owns or leases property, or conducts any 
    business, except where the failure to so qualify would not have a 
    material adverse effect on the financial position, results of operations 
    or business of the Company and its subsidiaries taken as a whole.

              (iii)     The Company's authorized, issued and outstanding 
    capital stock is as disclosed in the Prospectus.  All of the issued 
    shares of capital stock of the Company have been duly authorized and 
    validly issued, are fully paid and nonassessable and conform to the 
    description of the Common Stock contained in the Prospectus.  None of the 
    issued shares of capital stock of the Company, or its predecessors, or 
    any of its subsidiaries, has been issued or is owned or held in violation 
    of any statutory preemptive rights of stockholders, and no person or 

                                      20

<PAGE>

    entity (including any holder of outstanding shares of capital stock of 
    the Company or its subsidiaries) has any statutory preemptive or, to such 
    counsel's knowledge, other rights to subscribe for any of the Shares.

              (iv) Except as disclosed in the Prospectus, all of the issued 
    shares of capital stock of each of the Company's subsidiaries have been 
    duly authorized and validly issued, are fully paid and nonassessable, and 
    are owned beneficially by the Company free and clear of all liens, 
    security interests, pledges, charges, encumbrances, stockholders' 
    agreements, voting trusts, defects, equities or claims of any nature 
    whatsoever.  Other than the subsidiaries listed on Exhibit 22.01 to the 
    Registration Statement, the Company does not own, directly or indirectly, 
    any capital stock or other equity securities of any other corporation or 
    any ownership interest in any partnership, joint venture or other 
    association.

              (v)  There are no outstanding (A) securities or obligations of 
    the Company convertible into or exchangeable for any capital stock of the 
    Company, (B) warrants, rights or options to subscribe for or purchase 
    from the Company any such capital stock or any such convertible or 
    exchangeable securities or obligations or (C) obligations of the Company 
    to issue any shares of capital stock, any such convertible or 
    exchangeable securities or obligations, or any such warrants, rights or 
    options.

              (vi) The Shares to be issued and sold by the Company have been 
    duly authorized and, when issued and delivered against payment therefor 
    as provided herein, will be validly issued and fully paid and 
    nonassessable and will conform to the description of the Common Stock 
    contained in the Prospectus; the form of certificate evidencing the 
    Shares complies with all applicable requirements of Delaware law; and the 
    Shares have been approved to be listed on the Nasdaq National Market.

              (vii)     There are no contracts, agreements or understandings 
    between the Company and any person granting such person the right to 
    require the Company to file a registration statement under the Act with 
    respect to any securities of the Company owned or to be owned by such 
    person or to require the Company to include such securities in the 
    securities registered pursuant to the Registration Statement (or any such 
    right has been effectively waived) or in any securities being registered 
    pursuant to any other registration statement filed by the Company under 
    the Act.

              (viii)    All offers and sales of the Company's capital stock 
    prior to the date hereof were at all relevant times duly registered under 
    the Act or exempt from the registration requirements of the Act by reason 
    of Sections 3(b), 4(2) or 4(6) thereof, or if not registered or exempt in 
    compliance with the Act, any private rights of action for rescission or

                                         21

<PAGE>

    damages arising from such failure to register any such securities are 
    time barred by applicable statutes of limitations or equitable 
    principles, including laches.

              (ix) Neither the Company nor any of its subsidiaries is, or 
    with the giving of notice or passage of time or both, would be, in 
    violation of its respective Certificate of Incorporation or Bylaws or in 
    default under any indenture, mortgage, deed of trust, loan agreement, 
    lease or other agreement or instrument to which the Company or any such 
    subsidiary is a party or to which any of their respective properties or 
    assets is subject and which is required to be included as an exhibit to 
    the Registration Statement.

              (x)  The issue and sale of the Shares being issued at such Time 
    of Delivery and the performance of this Agreement and the consummation of 
    the transactions herein contemplated will not conflict with, or (with or 
    without the giving of notice or the passage of time or both) result in a 
    breach or violation of any of the terms or provisions of, or constitute a 
    default under, any indenture, mortgage, deed of trust, loan agreement, 
    lease or other agreement or instrument to which the Company or any 
    subsidiary is a party or to which any of their respective properties or 
    assets is subject nor will such action conflict with or violate any 
    provision of the Certificate of Incorporation or Bylaws of the Company or 
    any of its subsidiaries or any statute, rule or regulation (assuming 
    compliance with all applicable state securities or blue sky laws, as to 
    which such counsel need express no opinion) or any order, judgment or 
    decree of any court or governmental agency or body having jurisdiction 
    over the Company or any of its subsidiaries or any of their respective 
    properties or assets.

              (xi) No consent, approval, authorization, order or declaration 
    of or from, or registration, qualification or filing with, any court or 
    governmental agency or body is required for the issue and sale of the 
    Shares or the consummation of the transactions contemplated by this 
    Agreement, except the registration of the Shares under the Act and such 
    as may be required from the NASD or under state securities or blue sky 
    laws in connection with the offer, sale and distribution of the Shares by 
    the Underwriters.

              (xii)     The Company and its subsidiaries have good and 
    indefeasible title in fee simple to all real property owned by them, in 
    each case free and clear of all liens, security interests, pledges, 
    charges, encumbrances, mortgages and defects except such as are disclosed 
    in the Prospectus or such as do not materially and adversely affect the 
    value of such property and do not materially interfere with the use made 
    of such property by the Company and its subsidiaries; and any real 
    property and buildings held by the Company or any of its subsidiaries 
    under leases are held under leases which are valid and enforceable as to the

                                 22

<PAGE>

    Company and its subsidiaries and, to such counsel's knowledge, as to 
    others, with such exceptions as are disclosed in the Prospectus or are 
    not material and do not interfere with the use made of such property and 
    buildings by the Company and its subsidiaries.

              (xiii)    To such counsel's knowledge, there is no litigation, 
    arbitration, claim, proceeding (formal or informal) or investigation 
    pending or threatened in which the Company or any of its subsidiaries is 
    a party or of which any of their respective properties or assets is the 
    subject which, if determined adversely to the Company or any of its 
    subsidiaries, individually or in the aggregate, reasonably would be 
    expected to have a material adverse effect on the financial position, 
    results of operations or business of the Company and its subsidiaries; 
    and, to such counsel's knowledge, neither the Company nor any of its 
    subsidiaries is in violation of, or in default with respect to, any 
    statute, rule, regulation, order, judgment or decree, except as do not 
    and will not individually or in the aggregate have a material adverse 
    effect on the financial position, results of operations or business of 
    the Company.

              (xiv)     The Company and its subsidiaries own or have the 
    right to use all patents, trademarks, trade names, service marks, 
    copyrights, and applications therefor; franchises; trade secrets; 
    proprietary or other confidential information and intangible 
    properties and assets (collectively, "Intangibles"), including, but 
    not limited to, the exclusive right to use the marks "BOSS" and 
    "BEVERLY HILLS POLO CLUB" and related marks and logos upon the terms 
    and conditions set forth in the BOSS Agreements and BHPC Agreements, 
    respectively, and as described in the Prospectus and the marks "I.C. 
    ISAACS", "I.G. DESIGN," "LORD ISAACS" and "PIZZAZZ," presently 
    employed by it in connection with its business as presently 
    conducted or as the Prospectus indicates the Company proposes to 
    conduct; to the knowledge of such counsel, neither the Company nor 
    its subsidiaries have infringed and are not infringing, nor will the 
    conduct of Company's business as proposed in the Prospectus 
    infringe, and neither the Company nor its subsidiaries have received 
    notice of infringement with respect to asserted Intangibles of 
    others; and, to the knowledge of such counsel, there is no 
    infringement by others of Intangibles of the Company or its 
    subsidiaries.  

              (xv) The employment agreements in effect between the Company 
    and its employees are valid and enforceable; provided,  however, that 
    such counsel need not render any opinion with regard to the validity and 
    enforceability of any non-compete provision contained therein; and 
    provided further, that the invalidity or unenforceability of any such 
    non-compete agreement shall not render the remainder of such agreement, 
    or any of the other provisions thereof, invalid or unenforceable.

                                     23


<PAGE>

              (xvi)     This Agreement has been duly authorized, executed and
    delivered by the Company and, assuming that this Agreement is a valid and
    binding agreement of the other parties hereto, constitutes the valid and
    binding agreement of the Company enforceable against the Company in
    accordance with its terms, subject, as to enforcement, to applicable
    bankruptcy, insolvency, reorganization and moratorium laws and other laws
    relating to or affecting the enforcement of creditors' rights generally, to
    general equitable principles and to applicable securities laws or
    principles of public policy underlying such laws with regard to rights to
    indemnity and contribution.

              (xvii)    The Registration Statement and the Prospectus and each
    amendment or supplement thereto (other than the financial statements and
    related schedules therein, as to which such counsel need express no
    opinion), as of their respective effective or issue dates, complied as to
    form in all material respects with the requirements of the Act and the
    rules and regulations thereunder.  The descriptions in the Registration
    Statement and the Prospectus of statutes, legal and governmental
    proceedings or contracts and other documents are accurate in all material
    respects and fairly present the information required to be shown; and such
    counsel do not know of any contracts or documents of a character required
    to be described in the Registration Statement or Prospectus or to be filed
    as exhibits to the Registration Statement which are not described and filed
    as required.

              (xviii)   The Registration Statement is effective under the Act;
    any required filing of the Prospectus pursuant to Rule 424(b) has been made
    in the manner and within the time period required by Rule 424(b); and no
    stop order suspending the effectiveness of the Registration Statement or
    any part thereof has been issued and no proceedings for that purpose have
    been instituted or threatened or, to such counsel's knowledge, are
    contemplated by the Commission.

              (xix)     The Company is not, and will not be as a result of the
    consummation of the transactions contemplated by this Agreement, an
    "investment company," or a company "controlled" by an "investment company,"
    within the meaning of the Investment Company Act of 1940, as amended.

    Such counsel shall also state that they have no reason to believe (i) 
that the Registration Statement, or any further amendment thereto made prior 
to such Time of Delivery, on its effective date and as of such Time of 
Delivery, contained or contains any untrue statement of a material fact or 
omitted or omits to state any material fact required to be stated therein or 
necessary to make the statements therein not misleading, or (ii) that the 
Prospectus, or any amendment or supplement thereto made prior to such Time of 
Delivery, as of its issue date and as of such Time of Delivery, contained or 
contains any untrue statement of a material fact or omitted or omits to state 
a material fact necessary in order to make the statements therein, in light of

                                       24

<PAGE>

the circumstances under which they were made, not misleading (provided that 
such counsel need express no belief regarding the financial statements, notes 
and related schedules and other financial or statistical data contained in 
the Registration Statement, any amendment thereto, or the Prospectus, or any 
amendment or supplement thereto).

    In rendering any such opinion, such counsel may rely, as to matters of 
fact, to the extent such counsel deem proper, on certificates of responsible 
officers of the Company and public officials.

         (d)  You shall have received from BDO Seidman, LLP letters dated, 
respectively, the date hereof and each Time of Delivery, in form and 
substance satisfactory to you, stating that they are independent public 
accountants with respect to the Company within the meaning of the Act and the 
applicable published rules and regulations thereunder, and to the effect that:

         (i)  In their opinion, the financial statements and schedules audited
    by them and included in the Registration Statement comply as to form in all
    material respects with the applicable accounting requirements of the Act
    and the published rules and regulations thereunder with respect to
    registration statements on Form S-1.  With respect to the six-month periods
    ended June 30, 1997 and June 30, 1996, we have performed the procedures
    specified by the American Institute of Certified Public Accountants for a
    review of interim financial information as described in SAS No. 71, Interim
    Financial Information, on the unaudited condensed balance sheet as of June
    30, 1997 and June 30, 1996 and the unaudited condensed statements of
    operations and retained earnings and statements of cash flows for the
    six-month periods ended June 30, 1997 and June 30, 1996 included in the
    Registration Statement;

         (ii) The unaudited summary and selected financial information included
    in the Preliminary Prospectus and the Prospectus under the captions
    "Prospectus Summary" and "Selected Financial Data" agrees with the
    corresponding amounts in the audited financial statements included in the
    Prospectus or previously reported on by them;

         (iii)     On the basis of a reading of the latest available unaudited
    interim financial statements of the Company and its subsidiaries, a reading
    of the minute books of the Company and its subsidiaries, inquiries of
    officials of the Company and its subsidiaries responsible for financial and
    accounting matters and other specified procedures, all of which have been
    agreed to by the Representatives, nothing came to their attention that
    caused them to believe that:

                                       25

<PAGE>

         (A)  the unaudited financial statements described in paragraph (i)
    above and included in the Registration Statement do not comply as to form
    in all material respects with the accounting requirements of the Act and
    the related published rules and regulations thereunder and any material
    modifications should be made to such unaudited financial statements for
    them to be in conformity with generally accepted accounting principles;

         (B)  at a specified date not more than five days prior to the date of
    delivery of such respective letter, there was any change in the capital
    stock, decline in stockholders' equity or increase in long-term debt of the
    Company or its subsidiaries, or other items specified by the Underwriters,
    in each case as compared with amounts shown in the latest balance sheets
    included in the Prospectus, except in each case for changes, decreases or
    increases which the Prospectus discloses have occurred or may occur or
    which are described in such letters; and

         (C)  for the period from the closing date of the latest statements of
    revenues and expenses included in the Prospectus to a specified date not
    more than five days prior to the date of delivery of such respective
    letter, there were any decreases in revenues or net income of the Company,
    or other items specified by the Underwriters, or any increases in any items
    specified by the Underwriters, in each case as compared with the
    corresponding period of the preceding year, except in each case for
    decreases which the Prospectus discloses have occurred or may occur or
    which are described in such letter.

         (iv) They have carried out certain specified procedures, not
    constituting an audit, with respect to certain amounts, percentages and
    financial information specified by you which are derived from the general
    accounting records of the Company and its subsidiaries, which appear in the
    Prospectus and have compared and agreed such amounts, percentages and
    financial information with the accounting records of the Company and its
    subsidiaries or to analyses and schedules prepared by the Company from its
    detailed accounting records.

         In the event that the letters to be delivered referred to above set
    forth any such changes, decreases or increases, it shall be a further
    condition to the obligations of the Underwriters that the Underwriters
    shall have determined, after discussions with officers of the Company
    responsible for financial and accounting matters and with BDO Seidman, LLP,
    that such changes, decreases or increases as are set forth in such letters
    do not reflect a material adverse change in the stockholder's equity or
    long-term debt of the Company and its subsidiaries as compared with the
    amounts shown in the latest consolidated balance sheets of the Company
    included in the Prospectus, or a material adverse change in revenues or

                                       26

<PAGE>

    net income of the Company, in each case as compared with the corresponding
    period of the prior year.

         (e)  Since the date of the latest audited financial statements 
included in the Prospectus, neither the Company nor any of its subsidiaries 
shall have sustained (i) any loss or interference with their respective 
business from fire, explosion, flood, hurricane or other calamity, whether or 
not covered by insurance, or from any labor dispute or court or governmental 
action, order or decree, otherwise than as disclosed in or contemplated by 
the Prospectus, or (ii) any change, or any development involving a 
prospective change (including without limitation a change in management or 
control of the Company), in or affecting the position (financial or 
otherwise), results of operations, net worth or business prospects of the 
Company and its subsidiaries, otherwise than as disclosed in or contemplated 
by the Prospectus, the effect of which, in either such case, is in your 
reasonable judgment so material and adverse as to make it impracticable or 
inadvisable to proceed with the purchase, sale and delivery of the Shares 
being delivered at such Time of Delivery as contemplated by the Registration 
Statement, as amended as of the date hereof.

         (f)  The Shares shall be listed on the Nasdaq National Market, 
subject to notice of issuance.

         (g)  Subsequent to the date hereof there shall not have occurred any 
of the following: (i) any suspension or limitation in trading in securities 
generally on the New York Stock Exchange, or any setting of minimum prices 
for trading on such exchange, or in the Common Stock by the Commission or the 
NASD or the Nasdaq National Market; (ii) a moratorium on commercial banking 
activities in New York declared by either federal or state authorities; or 
(iii) any outbreak or escalation of hostilities involving the United States, 
declaration by the United States of a national emergency or war or any other 
national or international calamity or emergency if the effect of any such 
event specified in this clause (iii) in your reasonable judgment makes it 
impracticable or inadvisable to proceed with the purchase, sale and delivery 
of the Shares being delivered at such Time of Delivery as contemplated by the 
Registration Statement, as amended as of the date hereof.

         (h)  The Company shall have furnished to you at such Time of 
Delivery certificates of officers of the Company satisfactory to you as to 
the accuracy of the representations and warranties of the Company herein at 
and as of such Time of Delivery, as to the performance by the Company of all 
of its respective obligations hereunder to be performed at or prior to such 
Time of Delivery and as to such other matters as you may reasonably request, 
and the Company shall have furnished or caused to be furnished certificates 
as to the matters set forth in subsections (a) and (f) of this Section 7, and 
as to such other matters as you may reasonably request.

    8.   Indemnification and Contribution. (a) The Company agrees to 
indemnify and hold harmless each Underwriter against any losses, claims, 
damages or liabilities, joint or several, to which such Underwriter may

                                       27

<PAGE>

become subject, under the Act or otherwise, insofar as such losses, claims, 
damages or liabilities (or actions in respect thereof) arise out of or are 
based upon: (i) any untrue statement or alleged untrue statement made by the 
Company in Section l(a) of this Agreement; (ii) any untrue statement or 
alleged untrue statement of any material fact contained in (A) the 
Registration Statement or any amendment thereto, any Preliminary Prospectus 
or the Prospectus or any amendment or supplement thereto, or (B) any 
application or other document, or any amendment or supplement thereto, 
executed by the Company or based upon written information furnished by or on 
behalf of the Company filed in any jurisdiction in order to qualify the 
Shares under the securities or blue sky laws thereof or filed with the 
Commission or any securities association or securities exchange (each an 
"Application"); (iii) the omission or alleged omission to state in the 
Registration Statement or any amendment thereto, any Preliminary Prospectus, 
the Prospectus or any amendment or supplement thereto, or any Application a 
material fact required to be stated therein or necessary to make the 
statements therein not misleading, or (iv) any failure of the Company to 
perform its obligations hereunder or under law, and will reimburse each 
Underwriter for any legal or other expenses reasonably incurred by such 
Underwriter in connection with investigating, defending against or appearing 
as a third-party witness in connection with any such loss, claim, damage, 
liability or action; provided, however, that the Company shall not be liable 
in any such case to the extent that any such loss, claim, damage, liability 
or action arises out of or is based upon an untrue statement or alleged 
untrue statement or omission or alleged omission made in the Registration 
Statement or any amendment thereto, any Preliminary Prospectus, the 
Prospectus or any amendment or supplement thereto or any Application in 
reliance upon and in conformity with written information furnished to the 
Company by any Underwriter through you expressly for use therein.  The 
Company will not, without the prior written consent of each Underwriter, 
settle or compromise or consent to the entry of any judgment in any pending 
or threatened claim, action, suit or proceeding (or related cause of action 
or portion thereof) in respect of which indemnification may be sought 
hereunder (whether or not such Underwriter is a party to such claim, action, 
suit or proceeding), unless such settlement, compromise or consent includes 
an unconditional release of such Underwriter from all liability arising out 
of such claim, action, suit or proceeding (or related cause of action or 
portion thereof).

         (b)  Each Stockholder who receives any portion of the S Corporation 
Distribution, as such term is defined in the Registration Statement, jointly 
and severally agrees to indemnify and hold harmless each Underwriter against 
any losses, claims, damages or liabilities, joint or several, to which such 
Underwriter may become subject, under the Act or otherwise, insofar as such 
losses, claims, damages or liabilities (or actions in respect thereof) arise 
out of or are based upon any untrue statement or alleged untrue statement of 
any material fact contained in the Registration Statement or any amendment 
thereto, or any amendment or supplement thereto, or any Application, or any 
omission or alleged omission to state therein a material fact required to be 
stated therein or necessary to make the statements therein not misleading, 
and will reimburse each Underwriter for any legal or other expenses reasonably

                                       28

<PAGE>

incurred by such Underwriter in connection with investigating, defending 
against or appearing as a third-party witness in connection with any such 
loss, claim, damage, liability or action; provided, however, that each 
Stockholder shall not be liable in any such case to the extent that any such 
loss, claim, damage, liability or action arises out of or is based upon an 
untrue statement or alleged untrue statement or omission or alleged omission 
made in the Registration Statement or any amendment thereto, any Preliminary 
Prospectus, the Prospectus or any amendment or supplement thereto or any 
Application in reliance upon and in conformity with written information 
furnished to the Company by any Underwriter through you expressly for use 
therein; and provided further, however, that in no event shall the liability 
of each Stockholder under this Section 8(b) exceed the amount of the net 
proceeds of the offering of the Shares that is used by the Company to pay, or 
to repay indebtedness of the Company that is incurred to pay, the S 
Corporation Distribution attributable to such Stockholder. Each Stockholder 
will not, without the prior written consent of each Underwriter, settle or 
compromise or consent to the entry of any judgment in any pending or 
threatened claim, action, suit or proceeding (or related cause of action or 
portion thereof) in respect of which indemnification may be sought hereunder 
(whether or not such Underwriter is a party to such claim, action, suit or 
proceeding), unless such settlement, compromise or consent includes an 
unconditional release of such Underwriter from all liability arising out of 
such claim, action, suit or proceeding (or related cause of action or portion 
thereof).  

         (c)  Each Underwriter, severally but not jointly, agrees to 
indemnify and hold harmless the Company against any losses, claims, damages 
or liabilities to which the Company may become subject under the Act or 
otherwise, insofar as such losses, claims, damages or liabilities (or actions 
in respect thereof) arise out of or are based upon any untrue statement or 
alleged untrue statement of any material fact contained in the Registration 
Statement or any amendment thereto, any Preliminary Prospectus, the 
Prospectus or any amendment or supplement thereto, or any Application or 
arise out of or are based upon the omission or alleged omission to state 
therein a material fact required to be stated therein or necessary to make 
the statements therein not misleading, in each case to the extent, but only 
to the extent, that such untrue statement or alleged untrue statement or 
omission or alleged omission was made in reliance upon and in conformity with 
written information furnished to the Company by such Underwriter through you 
expressly for use therein; and will reimburse the Company for any legal or 
other expenses reasonably incurred by the Company in connection with 
investigating or defending any such loss, claim, damage, liability or action.

         (d)  Promptly after receipt by an indemnified party under subsection 
(a), (b) or (c) above of notice of the commencement of any action, such 
indemnified party shall, if a claim in respect thereof is to be made against 
the indemnifying party under such subsection, notify the indemnifying party 
in writing of the commencement thereof; but the omission so to notify the 
indemnifying party, unless and to the extent such omission results in the 
forfeiture by the indemnifying party of substantial rights and defenses, 
shall not relieve it from any liability which it may have to any indemnified

                                       29

<PAGE>

party otherwise than under such subsection.  In case any such action shall be 
brought against any indemnified party and it shall notify the indemnifying 
party of the commencement thereof, the indemnifying party shall be entitled 
to participate therein and, to the extent that it shall wish, jointly with 
any other indemnifying party similarly notified, to assume the defense 
thereof, with counsel satisfactory to such indemnified party (who shall not, 
except with the consent of the indemnified party, be counsel to the 
indemnifying party); provided, however, that if the defendants in any such 
action include both the indemnified party and the indemnifying party and the 
indemnified party shall have reasonably concluded that there may be one or 
more legal defenses available to it or other indemnified parties which are 
different from or additional to those available to the indemnifying party, 
the indemnifying party shall not have the right to assume the defense of such 
action on behalf of such indemnified party and such indemnified party shall 
have the right to select separate counsel to defend such action on behalf of 
such indemnified party.  After such notice from the indemnifying party to 
such indemnified party of its election so to assume the defense thereof and 
approval by such indemnified party of counsel appointed to defend such 
action, the indemnifying party will not be liable to such indemnified party 
under this Section 8 for any legal or other expenses, other than reasonable 
costs of investigation, subsequently incurred by such indemnified party in 
connection with the defense thereof, unless (i) the indemnified party shall 
have employed separate counsel in accordance with the proviso to the next 
preceding sentence or (ii) the indemnifying party has authorized the 
employment of counsel for the indemnified party at the expense of the 
indemnifying party.  Nothing in this Section 8(d) shall preclude an 
indemnified party from participating at its own expense in the defense of any 
such action so assumed by the indemnifying party.

         (e)  If the indemnification provided for in this Section 8 is 
unavailable to or insufficient to hold harmless an indemnified party under 
subsection (a),  (b) or (c) above in respect of any losses, claims, damages 
or liabilities (or actions in respect thereof) referred to therein, then each 
indemnifying party shall contribute to the amount paid or payable by such 
indemnified party as a result of such losses, claims, damages or liabilities 
(or actions in respect thereof) in such proportion as is appropriate to 
reflect the relative benefits received by the Company and each Stockholder on 
the one hand and the Underwriters on the other from the offering of the 
Shares.  If, however, the allocation provided by the immediately preceding 
sentence is not permitted by applicable law or if the indemnified party 
failed to give the notice required under subsection (d) above, then each 
indemnifying party shall contribute to such amount paid or payable by such 
indemnified party in such proportion as is appropriate to reflect not only 
such relative benefits but also the relative fault of the Company and each 
Stockholder on the one hand and the Underwriters on the other in connection 
with the statements or omissions that resulted in such losses, claims, 
damages or liabilities (or actions in respect thereof), as well as any other 
relevant equitable considerations.  The relative benefits received by the 
Company and each Stockholder on the one hand and the Underwriters on the 
other shall be deemed to be in the same proportion as the total net proceeds 
from the offering (before deducting expenses) received by the Company and each

                                       30

<PAGE>

Stockholder (in the case of each Stockholder, such amount consisting of the 
net proceeds of the offering that are used by the Company to pay, or to repay 
indebtedness of the Company that is incurred to pay, the S Corporation 
Distribution to each Stockholder) bear to the total underwriting discounts 
and commissions received by the Underwriters.  The relative fault shall be 
determined by reference to, among other things, whether the untrue or alleged 
untrue statement of a material fact or the omission or alleged omission to 
state a material fact relates to information supplied by the Company on the 
one hand or the Underwriters on the other and the parties' relative intent, 
knowledge, access to information and opportunity to correct or prevent such 
statement or omission.  The Company, the Stockholders and the Underwriters 
agree that it would not be just and equitable if contributions pursuant to 
this subsection (e) were determined by pro rata allocation (even if the 
Underwriters were treated as one entity for such purpose) or by any other 
method of allocation which does not take account of the equitable 
considerations referred to above in this subsection (e).  The amount paid or 
payable by an indemnified party as a result of the losses, claims, damages or 
liabilities (or actions in respect thereof) referred to above in this 
subsection (e) shall be deemed to include any legal or other expenses 
reasonably incurred by such indemnified party in connection with 
investigating or defending any such action or claim. Notwithstanding the 
provisions of this subsection (e), no Underwriter shall be required to 
contribute any amount in excess of the amount by which the total price at 
which the Shares underwritten by it and distributed to the public were 
offered to the public exceeds the amount of any damages which such 
Underwriter has otherwise been required to pay by reason of such untrue or 
alleged untrue statement or omission or alleged omission.  No person guilty 
of fraudulent misrepresentation (within the meaning of Section 11(f) of the 
Act) shall be entitled to contribution from any person who was not guilty of 
such fraudulent misrepresentation.  The Underwriters' obligations in this 
subsection (e) to contribute are several in proportion to their respective 
underwriting obligations and not joint.

         (f)  The obligations of the Company and the Stockholders under this 
Section 8 shall be in addition to any liability which the Company or such 
Stockholders may otherwise have and shall extend, upon the same terms and 
conditions, to each person, if any, who controls any Underwriter within the 
meaning of the Act; and the obligations of the Underwriters under this 
Section 8 shall be in addition to any liability which the respective 
Underwriters may otherwise have and shall extend, upon the same terms and 
conditions, to each officer and director of the Company and to each 
Stockholder and to each person, if any, who controls the Company within the 
meaning of the Act.

    9.   Default of Underwriters.  (a) If any Underwriter defaults in its 
obligation to purchase Shares at a Time of Delivery, you may in your 
discretion arrange for you or another party or other parties to purchase such 
Shares on the terms contained herein.  If within thirty-six (36) hours after 
such default by any Underwriter you do not arrange for the purchase of such 
Shares, the Company shall be entitled to a further period of thirty-six (36)

                                       31

<PAGE>

hours within which to procure another party or other parties satisfactory to 
you to purchase such Shares on such terms.  In the event that, within the 
respective prescribed periods, you notify the Company that you have so 
arranged for the purchase of such Shares, or the Company notifies you that 
they have so arranged for the purchase of such Shares, you or the Company 
shall have the right to postpone a Time of Delivery for a period of not more 
than seven days in order to effect whatever changes may thereby be made 
necessary in the Registration Statement or the Prospectus, or in any other 
documents or arrangements, and the Company agrees to file promptly any 
amendments to the Registration Statement or the Prospectus that in your 
opinion may thereby be made necessary.  The cost of preparing, printing and 
filing any such amendments shall be paid for by the Underwriters.  The term 
"Underwriter" as used in this Agreement shall include any person substituted 
under this Section with like effect as if such person had originally been a 
party to this Agreement with respect to such Shares.

         (b)  If, after giving effect to any arrangements for the purchase of 
the Shares of a defaulting Underwriter or Underwriters by you and the Company 
as provided in subsection (a) above, the aggregate number of such Shares 
which remains unpurchased does not exceed one-eleventh of the aggregate 
number of Shares to be purchased at such Time of Delivery, then the Company 
shall have the right to require each non-defaulting Underwriter to purchase 
the number of Shares which such Underwriter agreed to purchase hereunder at 
such Time of Delivery and, in addition, to require each non-defaulting 
Underwriter to purchase its pro rata share (based on the number of Shares 
which such Underwriter agreed to purchase hereunder) of the Shares of such 
defaulting Underwriter or Underwriters for which such arrangements have not 
been made, but nothing herein shall relieve a defaulting Underwriter from 
liability for its default.

    10.  Termination.  (a) This Agreement may be terminated with respect to 
the Firm Shares or any Optional Shares in the sole discretion of the 
Representatives by notice to the Company given prior to the First Time of 
Delivery or any Subsequent Time of Delivery, respectively, in the event that 
(i) any condition to the obligations of the Underwriters set forth in Section 
7 hereof has not been satisfied in all material respects, or (ii) the Company 
shall have failed, refused or been unable to deliver the Shares or to perform 
all obligations and satisfy all conditions to be performed or satisfied 
hereunder at or prior to such Time of Delivery, in either case other than by 
reason of a default by any of the Underwriters.  If this Agreement is 
terminated pursuant to this Section 10(a), the Company will reimburse the 
Underwriters severally upon demand for all out-of-pocket expenses (including 
reasonable counsel fees and disbursements) that shall have been incurred by 
them in connection with the proposed purchase and sale of the Shares.  The 
Company shall not in any event be liable to any of the Underwriters for the 
loss of anticipated profits from the transactions covered by this Agreement.

         (b)  If, after giving effect to any arrangements for the purchase of 
the Shares of a defaulting Underwriter or Underwriters by you and the Company 
as provided in Section 9(a), the aggregate number of such Shares which remains

                                       32

<PAGE>

unpurchased exceeds one-eleventh of the aggregate number of Shares to be 
purchased at such Time of Delivery, or if the Company shall not exercise the 
right described in Section 9(b) to require non-defaulting Underwriters to 
purchase Shares of a defaulting Underwriter or Underwriters, then this 
Agreement (or, with respect to a Subsequent Time of Delivery, the obligations 
of the Underwriters to purchase and of the Company to sell the Optional 
Shares) shall thereupon terminate, without liability on the part of any 
non-defaulting Underwriter or the Company, except for the expenses to be 
borne by the Company and the Underwriters as provided in Section 6 hereof and 
the indemnity and contribution agreements in Section 8 hereof; but nothing 
herein shall relieve a defaulting Underwriter from liability for its default.

    11.  Survival.  The respective indemnities, agreements, representations, 
warranties and other statements of the Company, its officers, the 
Stockholders and the several Underwriters, as set forth in this Agreement or 
made by or on behalf of them, respectively, pursuant to this Agreement, shall 
remain in full force and effect, regardless of any investigation (or any 
statement as to the results thereof) made by or on behalf of any Underwriter 
or any controlling person referred to in Section 8(e) or the Company, any 
Stockholder or any officer or director or controlling person of the Company 
or any Stockholder referred to in Section 8(e), and shall survive delivery of 
and payment for the Shares.  The respective agreements, covenants, 
indemnities and other statements set forth in Sections 6 and 8 hereof shall 
remain in full force and effect, regardless of any termination or 
cancellation of this Agreement.

    12.  Notices.  All communications hereunder shall be in writing and, if 
sent to any of the Underwriters, shall be mailed, delivered or sent by 
facsimile transmission and confirmed in writing to you in care of The 
Robinson-Humphrey Company, LLC, 3333 Peachtree Road, N.E., Atlanta, Georgia 
30326, Attention: Corporate Finance Department (with a copy to Alston & Bird 
LLP, One Atlantic Center, 1201 West Peachtree Street, Atlanta, Georgia 
30309-3424, Attention: Joel J. Hughey); if sent to the Company, shall be 
mailed, delivered or sent by facsimile transmission and confirmed in writing 
to the Company at I.C. Isaacs & Company, Inc., 3840 Bank Street, Baltimore, 
Maryland 21224-2522, Attention: President (with a copy to Piper & Marbury 
L.L.P., 36 South Charles Street, Baltimore, Maryland 21201, Attention:  Earl 
S. Wellschlager); and if sent to any Stockholder, shall be mailed, delivered 
or sent by facsimile transmission and confirmed in writing in care of either 
Robert J. Arnot or Gerald W. Lear, at I.C. Isaacs & Company, Inc., 3840 Bank 
Street, Baltimore, Maryland 21224-2522 (with a copy to Piper & Marbury 
L.L.P., 36 South Charles Street, Baltimore, Maryland 21201, Attention:  Earl 
S. Wellschlager).

    13.  Representatives.  You will act for the several Underwriters in 
connection with the transactions contemplated by this Agreement, and any 
action under this Agreement taken by you jointly or by The Robinson-Humphrey


                                       33

<PAGE>

Company, LLC will be binding upon all the Underwriters.

    14.  Binding Effect.  This Agreement shall be binding upon, and inure 
solely to the benefit of, the Underwriters and the Company and to the extent 
provided in Sections 8 and 10 hereof, the Stockholders, officers and 
directors and controlling persons referred to therein and their respective 
heirs, executors, administrators, successors and assigns, and no other person 
shall acquire or have any right under or by virtue of this Agreement.  No 
purchaser of any of the Shares from any Underwriter shall be deemed a 
successor or assign by reason merely of such purchase.

    15.  Governing Law.  This Agreement shall be governed by and construed in 
accordance with the laws of the State of Georgia without giving effect to any 
provisions regarding conflicts of laws.

    16.  Counterparts. This Agreement may be executed by any one or more of 
the parties hereto in any number of counterparts, each of which shall be 
deemed to be an original, but all such counterparts shall together constitute 
one and the same instrument.

    If the foregoing is in accordance with your understanding of our 
agreement, please sign and return to us one of the counterparts hereof, and 
upon the acceptance hereof by The Robinson-Humphrey Company, LLC, on behalf 
of each of the Underwriters, this letter will constitute a binding agreement 
among the Underwriters and the Company.  It is understood that your 
acceptance of this letter on behalf of each of the Underwriters is pursuant 
to the authority set forth in the Master Agreement among Underwriters, a copy 
of which shall be submitted to the Company for examination upon request, but 
without warranty on your part as to the authority of the signers thereof.

                             Very truly yours,

                             I.C. ISAACS & COMPANY, INC.



                             By:_________________________________
                             Name:  Gerald W. Lear              
                             Title: President and Co-Chief Executive   
                                    Officer

                             By:_________________________________
                             Name:  Robert J. Arnot             
                             Title: Chariman of the Board and 
                                    Co-Chief Executive Officer

                         [SIGNATURES CONTINUED ON NEXT PAGE]

                                       34


<PAGE>
                                       
                             STOCKHOLDERS


                             ____________________________________
                             Ira Hechler


                             ____________________________________
                             Robert J. Arnot


                             ____________________________________
                             Gerald W. Lear


                             ____________________________________
                             Jon Hechler


                             ____________________________________
                             Stanley Keller


                             ____________________________________
                             Gary B. Brashers


                             ____________________________________
                             Eugene C. Wielepski


                             ____________________________________
                             Julian Adler  


                             ____________________________________
                             Thomas P. Ormandy

                         [SIGNATURES CONTINUED ON NEXT PAGE] 

                                       35

<PAGE>

                             ____________________________________
                             David Hechler


                             ____________________________________
                             William Myatt


                             ____________________________________
                             Andrew Adkisson


                             ____________________________________
                             Joe Chamblee


                             ____________________________________
                             Charles Godfrey


                             ____________________________________
                             Robin Hechler


                             ____________________________________
                             Steven Hechler


                             ____________________________________
                             Richard Hechler


                             ____________________________________
                             Joyce Kingsley


                             ____________________________________
                             Madlyn Goldman
                                           
                         [SIGNATURES CONTINUED ON NEXT PAGE] 

                                       36

<PAGE>


                             ____________________________________
                             Charles Chamblee


                             ____________________________________
                             Robert Flynn


                             ____________________________________
                             Marion Felton


                             ____________________________________
                             Charles Boutwell


                             ____________________________________
                             Hillary Spieker


                             ____________________________________
                             Susan Mark



The foregoing Agreement is hereby
confirmed and accepted as of the date first
written above at Atlanta, Georgia.


THE ROBINSON-HUMPHREY COMPANY, LLC
LEGG MASON WOOD WALKER, INCORPORATED

By: The Robinson-Humphrey Company, LLC


    By:_________________________________
       (Authorized Representative)

On behalf of each of the Underwriters 

                                       37

<PAGE>

                                      SCHEDULE I
                                           

<TABLE>
<CAPTION>
 
                                                                       Number of
                                                                    Optional Shares
                                            Total Number of         to be Purchased
                                           Firm Shares to be           if Maximum
Underwriter                                    Purchased            Option Exercised
-----------------------------              -----------------       ------------------
<S>                                        <C>                     <C>
The Robinson-Humphrey Company, LLC
Legg Mason Wood Walker, Incorporated




















Total

</TABLE>

                                       38

