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                                                         Exhibit 10.10(b)

    
          
                         PROMISSORY NOTE

   

November 5, 1997

    

          FOR VALUE RECEIVED, I.C. ISAACS & COMPANY L.P., a limited 
partnership organized and existing under the laws of Delaware with its 
principal place of business at 3840 Bank Street, Baltimore, MD  21224 ( Maker 
), hereby promises to pay to BROOKHURST, INC., a corporation organized and 
existing under the laws of the State of California with its principal place 
of business located at 107 West Carob Street, Compton, California 90220-5206 
("Brookhurst"), the principal sum of U. S. $11,000,000 (Eleven Million 
Dollars), on the dates and in the amounts hereinafter set forth.  This 
Promissory Note is the promissory note issued by Maker pursuant to a 
Worldwide Rights Acquisition Agreement by and between Maker and Brookhurst 
(the  Rights Agreement").  Capitalized terms used but not defined herein 
shall have the respective meanings ascribed to them in the Rights Agreement.  
This Promissory Note is hereinafter referred to as the "Note".

          1.   Interest.  The outstanding principal amount of this Note shall 
bear simple interest at the per annum rate of ten percent (10.00%) (computed 
on the basis of a 365 day year and the number of actual days elapsed), and 
shall be payable quarterly, commencing with the quarterly payment due January 
1, 1998 as set forth in paragraph 2.  Interest shall accrue as of the date of 
this Note and thereafter on the outstanding and unpaid principal amount of 
this Note, and shall be payable quarterly, as set forth in paragraph 2.

          2.   Principal, Interest and Maturity Date.  

     (a)  Subject to paragraph 2(b) below, the following
principal and interest payments are to be made by Maker to
Brookhurst on the dates indicated:

Payment Due Date         Principal Due       Quarterly Interest
-----------------        --------------      ------------------
Jan. 1, 1998                                 $275,000       
Apr. 1, 1998                                 $275,000
July 1, 1998                                 $275,000
Oct. 1, 1998                                 $275,000


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Jan. 1, 1999                                 $275,000
Apr. 1, 1999                                 $275,000
July 1, 1999                                 $275,000
Oct. 1, 1999             $3,300,000          $275,000
Jan. 1, 2000                                 $192,500
Apr. 1, 2000                                 $192,500
July 1, 2000                                 $192,500
Oct. 1, 2000             $4,200,000          $192,500
Jan. 1, 2001                                 $87,500
Apr. 1, 2001                                 $87,500
July 1, 2001                                 $87,500
Oct. 1, 2001              $2,500,000         $87,500
Jan. 1, 2002                                 $25,000
Apr. 1, 2002                                 $25,000
July 1, 2002                                 $25,000
Oct. 1, 2002             $1,000,000          $25,000


     (b)  The parties agree that subject to the provision of
paragraph 3.2(e) of the Escrow Agreement by and between Maker and
Brookhurst of even date herewith ("Escrow Agreement") one-half
(1/2) of each principal and interest payment due under paragraph
2(a) of this Note shall be transmitted by Maker to the Escrow
Agent for deposit in the Escrow Fund (as defined in the Escrow
Agreement) under the terms and conditions of the Escrow
Agreement.

          3.   Prepayment.  This Note may be prepaid at any time
by Maker upon payment of the total amount of principal and
interest due as provided in paragraph 2 ($14,420,000), less
payments previously made hereunder, or upon such other terms as
the parties may agree.

          4.   General Payment Provisions.    All payments of
principal and interest and other sums due pursuant to this Note
to Brookhurst shall be made by wire transfer of immediately
available funds to Union Bank, Beverly Hills, California, Bank
ABA No. 16-49, Bank Routing No. 122000496, Account No. 2000131000
or to such other account as Brookhurst shall have previously
designated to Maker in writing not later than fifteen Business
Days (as defined below) prior to the date on which such payment
becomes due.

          (ii) All payments of principal and interest and other
sums due pursuant to this Note to the Escrow Fund shall be made
pursuant to the requirements of the Escrow Agreement.


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          (iii)If the due date of any payment under this Note
would otherwise fall on a day which is not a Business Day, such
date will be extended to the immediately succeeding Business Day. 
The term "Business Day" shall mean any day other than Saturday,
Sunday, or a banking holiday of the United States, State of New
York, or the Federal Republic of Germany.

          (iv) A late payment fee of one percent (1%) of any
principal or interest payment made more than fifteen (15) days
after the due date hereunder shall be due with such late payment,
notwithstanding any right of cure by Maker.  All such late
payments shall continue to accrue interest of the rate of 10% per
annum from the due date until the date actually paid.

          5.   Events of Default.  An Event of Default shall
occur upon one or more of the following events:

          (a)  Maker shall default in the payment when due of any
principal or interest under this Note and such default shall
continue unremedied for a period of fifteen (15) days, provided,
however, that upon written notice from Brookhurst Maker shall
have fifteen (15) days to cure any such non-payment, and such
cure shall preclude Brookhurst from declaring an Event of Default
based upon non-payment; or  

          (b)  Maker shall admit in writing its inability to, or
be generally unable to, pay its debts as such debts generally
become due; or

          (c)  Maker shall (i) apply for or consent in writing to
the appointment of, or the taking of possession by, a receiver,
custodian, trustee or liquidation of itself or of all or a
substantial part of its property, (ii) make a general assignment
for the benefit of its creditors, (iii) commence a voluntary case
under Title II of the United States Code (as now or hereafter in
effect) (the "Bankruptcy Code"), or such other such similar law
in any jurisdiction, (iv) file a petition seeking to take
advantage of any other law relating to bankruptcy, insolvency,
reorganization, winding-up, or composition or readjustment of
debts, (v) acquiesce in writing to any petition filed against it
in an involuntary case under the Bankruptcy Code, or (vi) take
any corporate action for the purpose of effecting any of the
foregoing; or

          (d)  a proceeding or case shall be commenced, without
the application or consent of Maker in any court of competent
jurisdiction, seeking (i) its liquidation, reorganization,
dissolution or winding-up, or the composition or readjustment of
its debts, (ii) the appointment of a trustee, receiver,
custodian, liquidator or the like of such entity or 


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of all or any substantial part of its assets, or (iii) similar
relief in respect of such entity, under any law relating to
bankruptcy, insolvency, reorganization, winding-up, or
composition or adjustment of debts, and such proceeding or case
shall continue undismissed, or an order, judgment or decree
approving or ordering any of the foregoing shall be entered and
continue unstayed and in effect, for a period of ninety (90)
days; or an order for relief against any such entity shall be
entered in an involuntary case under the Bankruptcy Code or such
other similar law in any jurisdiction;

          Upon and during the continuance of an Event of Default,
and subject to the provisions of Section 15 of this Note, (i) 
Brookhurst may, by written notice to Maker, declare the principal
amount then outstanding of, and the total interest on, this Note
(ie., $14,420,000 minus all payments made to date), to be
forthwith due and payable, whereupon such amount shall be
immediately due and payable without presentment, demand, protest
or other formalities of any kind, all of which are hereby
expressly waived by Maker; (ii)  Maker shall pay all of the
expenses of Brookhurst incurred for the collection of this Note,
including reasonable attorneys' fees and legal expenses, and
(iii) Brookhurst may exercise from time to time any other rights
and remedies available to it by law, including without limitation
those available under any agreement or other instrument relating
to the amounts owed under this Note.  No delay on the part of
Brookhurst in the exercise of any right or remedy shall operate
as a waiver thereof, and no single or partial exercise by
Brookhurst of any right or remedy shall preclude other or further
exercise thereof or the exercise of any other right or remedy.

          6.   Setoff.  Maker shall have the right to offset and
deduct sums due and owing to Maker under the Rights Agreement
against and from sums due and owing by Maker under this Note,
pursuant to and consistent with paragraph 9.12 of the Rights
Agreement.  

          7.   No Assignment.  The rights and obligations under
this Note may be assigned by Maker only with the written consent
of Brookhurst; provided that nothing in this Section 7 shall be
construed as requiring Brookhurst's consent to an assumption of
the obligations and assignment of the rights of Maker under this
Note by Hugo Boss AG or its subsidiary Ambra Inc. as permitted
under Section 15 of this Note and nothing in this Section 7 shall
be construed as affecting Maker's rights under Section 15.  Upon
assignment, Brookhurst agrees that the assignee shall stand in
the shoes of Maker, and shall have all of the obligations and
rights as Maker, including, without limitation, the rights and
obligations assumed by Maker under the Rights Agreement, the
Escrow Agreement, and the right of setoff as provided in
paragraph 6 of this Note.  Brookhurst may assign this Note to any
third party, provided that such assignment does not in any way
limit Maker's right of setoff as provided in paragraph 6 of this
Note.  


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          8.   Entire Agreement.  Except as set forth in this
Section 8 and the definition of capitalized terms used in this
Note, the terms of this Note evidence the entire agreement
between Maker and Brookhurst regarding the indebtedness evidenced
by this Note and the terms and provisions of the Rights Agreement
shall in no way control, interpret, amend, add to or affect the
rights, duties and obligations of Maker and Brookhurst under this
Note.

          9.   Governing Law.  This Note shall be governed by,
and construed in accordance with, the laws of the State of New
York applicable to contracts made and to be performed entirely in
the State of New York without regard to such state's choice of
law rules.

          10.  Notices.  All notices, demands or requests or
other communications relating to any matter set forth herein
shall be  given or made in writing and shall be (i) delivered
personally (including commercial courier), or (ii) sent by
registered or certified airmail, return receipt requested,
postage prepaid, addressed to the party to whom they are directed
at the following address, or at such other address as may be
designated by notice from such party.

     If to Brookhurst:   Brookhurst, Inc.
                         107 West Carob Street
                         Compton, California 90220-5206
                         Attn.:  William E. Ott

     with a copy to:     Shereff, Friedman, Hoffman &
                         Goodman, LLP
                         919 Third Avenue
                         New York, New York 10022-9998
                         Attn.:  Robert J. Jossen, Esq.

     If to Maker:        I.C. Isaacs & Company, L.P.
                         3840 Bank Street
                         Baltimore, MD  21224
                         Attn:  Gerald W. Lear
                                President and Co-Chief 
                                Executive Officer


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                                   and
          
                         I.C. Isaacs & Company, L.P.
                         350 Fifth Avenue 
                         Suite 1029
                         New York, New York 10118
                         Attn:  Robert J. Arnot
                                Chairman and Co-Chief
                                Executive Officer

     With a copy to:

                         Piper & Marbury L.L.P.
                         Charles Center South
                         36 South Charles Street
                         Baltimore, MD 21201-3010
                         Attn:  Robert J. Mathias, Esq.

          Any notice, request, demand or other communication
given or made in the manner prescribed in this paragraph shall be
deemed to have been given and to be effective upon receipt or
refusal by the addressee.  Any party may change its address for
notices hereunder, effective upon giving notice of such change
hereunder to the other party.

          11.  Adjustment of Interest Rate or Fees.  No provision
of this Note shall require the payment of interest to the extent
that receipt of any such payment by Brookhurst would be contrary
to the provisions of United States law, if any, limiting the
maximum amount of interest or fees that may be charged to or
collected from Maker, and if any sum in excess of such maximum
rate of interest of fees is paid or charged, the excess will be
returned to Maker, without premium or penalty, and all payments
made thereafter will be appropriately applied to interest and
principal to give effect to such maximum rate, and after such
application any amount paid in excess of principal due Brookhurst
shall be immediately refunded to Maker.

          If the maximum rate of interest, if any, now permitted
by law to be charged for this transaction is increased, then for
so long as the increase is in effect, the applicable maximum rate
permitted to be charged as referred to in the paragraph
immediately preceding will be deemed to be such increased rate. 
If the maximum rate of interest, if any, now permitted by law to
be charged for this transaction should be eliminated so that
there would be no maximum rate, then interest on this Note shall
thereafter be paid at the rate provided in this Note.


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          12.  Waiver.  Maker hereby waives diligence,
presentment, protest, demand for payment and notice of default,
dishonor or nonpayment to or upon Maker with respect to this Note
except as otherwise provided herein.  No delay on the part of
Brookhurst in exercising any right hereunder shall operate as a
waiver of such right under this Note.

          13.  Modifications in Writing.  This Note may not be
changed orally, but only by an agreement in writing, signed by
the party against whom enforcement of any waiver, change,
modification or discharge is sought.

          14.  Arbitration.  All disputes relating to this Note
shall be resolved pursuant to the arbitration procedures set
forth in the Rights Agreement.  

          15.  Release of Liability Upon Assumption. 
Notwithstanding anything in this Note to the contrary, the
obligations of I.C. Isaacs & Company L.P. ( ICI ) under this Note
are expressly conditioned on Brookhurst's agreements as follows,
and Brookhurst does hereby irrevocably covenant and agree as
follows:

          (a)  ICI shall be permitted to assign its rights and
obligations under this Note to Ambra Inc. ( Ambra ) and to have
Ambra assume (and Ambra shall be permitted to assume) all of
ICI's obligations under this Note;

          (b)  Upon and after Ambra's assumption of ICI's
obligations under this Note in accordance with its terms, ICI
shall be fully released from ICI's obligations under this Note
and:

          (i)  Neither ICI nor any of ICI's partners, nor (A) any
individual, partnership, joint venture, organization,
association, company or trust which may have any legal or
beneficial interest in ICI or its partners, as the case may be,
and (B) any officers, directors, managers, employees, agents,
advisors, successors or assigns except successors or assigns to
the rights and obligations of ICI under this Note (ICI, its
partners, and such entities and natural persons are referred to
herein as  Exempted Persons ), shall be personally liable for the
repayment of the principal sum of this Note, or any interest
thereon, or the payment or performance of any other obligations
evidenced by this Note, or for any deficiency thereof or arising
therefrom, or any other direct or indirect obligations arising
under this Note (for purposes of this paragraph 15, the principal
sum, interest thereon and other obligations arising under this
Note, are referred to as the  Obligations ); provided, however,
that nothing in this Paragraph 15 shall release or 


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otherwise limit Brookhurst's rights against any successor or
assignee of ICI's obligations under this Note, including, without
limitation, Ambra;  and
   
          (ii) Brookhurst shall not seek, pursue, obtain or
enforce any claim or judgment against any of the Exempted Persons
for the Obligations; and 
    
          (iii)     In the event of any nonpayment of this Note
or any of the Obligations Brookhurst's sole and exclusive remedy
for such nonpayment shall be to exercise such rights as
Brookhurst may have against any successor, assignee or guarantor
of ICI's obligations under this Note, including , but not limited
to Ambra and/or Hugo Boss AG.

          (c)  Promptly upon Ambra's assumption of the
obligations of ICI under this Note, Brookhurst shall mark and
sign this Note with the following legend and deliver a copy of
this Note so marked and signed to ICI; provided, however, the
failure of Brookhurst to so mark and sign this Note, or to
deliver such copy to ICI, shall not prejudice ICI's rights under
this Section or cause ICI to remain obligated under this Note:

     THE OBLIGATIONS (AS DEFINED ABOVE) OF I.C. ISAACS & COMPANY
     L.P. ( ISAACS ) HAVE BEEN ASSUMED BY AMBRA INC. AND
     BROOKHURST HAS RELEASED ISAACS FROM THE OBLIGATIONS.  ISAACS
     HAS NO OBLIGATIONS UNDER THIS NOTE OR THE ESCROW AGREEMENT. 

                              BROOKHURST, INC.


                              By:_______________________ (Seal)
                                 William Ott, President

          (d)  The foregoing clauses of this Section shall be
self operative and shall not require the execution or delivery of
any further documentation.  Notwithstanding the foregoing, upon
ICI's request upon and after Ambra's assumption of the
obligations of ICI under this Note, Brookhurst shall execute and
deliver to ICI such further documents as may be reasonably
requested by ICI from time to time for the purpose of further
confirming to ICI and/or other persons designated by ICI that ICI
has no obligation or liability under this Note.


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          16.  Execution by Brookhurst.  Notwithstanding anything
in this Note to the contrary, this Note shall not be effective
and enforceable against Maker unless and until it has been signed
below by Brookhurst.  Brookhurst signs below to further evidence
Brookhurst's agreement to be bound by the terms of this Note.

                    I.C. ISAACS & COMPANY L.P., a Delaware
                    limited partnership

                    By:  I.G. DESIGN, INC., a Delaware
                         corporation, its general partner

   

                    By: /s/ Gerald W. Lear
                        ___________________________________
                         Name:     Gerald W. Lear
                         Title:    President and Co-Chief
                                   Executive Officer


                    By: /s/ Robert J. Arnot
                        ___________________________________
                         Name:     Robert J. Arnot
                         Title:    Chairman and Co-Chief
                                   Executive Officer



                    Brookhurst, Inc.


                    By: /s/ William E. Ott
                        ___________________________________
                         Name:   William E. Ott
                         Title:  President

    

THE OBLIGATIONS (AS DEFINED ABOVE) OF I.C. ISAACS & COMPANY L.P.
( ISAACS ) HAVE BEEN ASSUMED BY AMBRA INC. AND BROOKHURST HAS
RELEASED ISAACS FROM THE OBLIGATIONS.  ISAACS HAS NO OBLIGATIONS
UNDER THIS NOTE OR THE ESCROW AGREEMENT.

                    BROOKHURST, INC.

   

                    By: /s/ William Ott        
                       _____________________ (Seal)
                        William Ott, President

    


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