
<PAGE>

   

                                                             Exhibit 10.10(i)
                                                                                
    

                                  ESCROW AGREEMENT

   
                                          
    THIS ESCROW AGREEMENT is entered into this 5th day of November 1997, by 
and among (i) I. C. Isaacs & Company L.P., a Delaware limited partnership 
("Buyer"); (ii) Brookhurst, Inc., a California corporation ("Seller") and 
(iii) Paine Webber Inc. (the "Escrow Agent").

    

                                W I T N E S S E T H :
                                           
   

    WHEREAS, Seller and Buyer are parties to a Worldwide Rights Acquisition 
Agreement dated September 30, 1997 (the "Acquisition Agreement") pursuant to 
which Seller has sold to Buyer, and Buyer has purchased from Seller, subject 
to the terms and conditions set forth in the Agreement, certain assets, 
subject to certain liabilities, of  Seller constituting the assets of the 
BOSS business of Seller;

    

    WHEREAS, Buyer and Seller wish to enter into this Escrow Agreement in 
order to establish an escrow arrangement for certain funds that are being and 
will be deposited with the Escrow Agent pursuant to the terms of  the 
Acquisition Agreement and a promissory note of even date herewith in favor of 
Seller  (the "Note");

    WHEREAS, funds deposited with the Escrow Agent hereunder shall be 
referred to as the "Escrow Fund";

    WHEREAS, Buyer and Seller wish to appoint the Escrow Agent, and the 
Escrow Agent has agreed to act, as a depository and administrator of the 
Escrow Fund upon the terms, conditions and provisions hereinafter set forth; 
and

    NOW, THEREFORE, in consideration of the mutual promises and covenants 
contained herein and other good and valuable consideration, receipt of which 
is hereby acknowledged by the Escrow Agent, it is hereby agreed among the 
parties hereto as follows:

1.  Appointment of the Escrow Agent

    1.1  Buyer and Seller hereby designate the Escrow Agent, and the Escrow 
Agent hereby agrees to act, as a depository and administrator of the Escrow 
Fund, subject to the terms and conditions set forth herein.

<PAGE>

    1.2  The Escrow Agent's duties and responsibilities, in its capacity as 
such, shall be limited to those expressly set forth in this Escrow Agreement, 
and the Escrow Agent shall not be subject to, nor obligated to recognize, any 
other agreement between any or all of the parties hereto even though 
reference thereto may be made herein, except to the extent that definitions 
contained in the Acquisition Agreement are incorporated into this Escrow 
Agreement.  This Escrow Agreement may not be amended at any time in such a 
way as to affect the rights, responsibilities, obligations, liabilities or 
fees of the Escrow Agent except with the Escrow Agent's prior written 
consent, as evidenced by an instrument in writing signed by all the parties 
hereto.
                                           
    1.3  The Escrow Agent, in its capacity as such, is authorized, in its 
sole discretion, to disregard any and all notices or directions given by 
Buyer or Seller or by any other person, firm or corporation, except (i) such 
notices, directions, instructions as are specifically provided for herein, 
(ii) joint written instructions received by the Escrow Agent from Buyer and 
Seller and (iii) a Final Order (as hereinafter defined).  If any property 
subject hereto is at any time attached, garnished or levied upon under a 
Final Order, or in case the payment, assignment, transfer, conveyance or 
delivery of any such property shall be stayed or enjoined by the Final Order, 
or in case the Final Order shall be made or entered affecting such property 
or any part thereof, then and in any of such events the Escrow Agent is 
authorized to rely upon and comply with any such Final Order which the Escrow 
Agent is advised by competent and experienced legal counsel of its own 
choosing, or by legal counsel selected by mutual consent of Seller and Buyer, 
is not subject to further review or appeal and is binding upon the Escrow 
Agent for purposes hereof . The term "Final Order" as used herein shall mean 
a final judgment, order or award of a court of competent jurisdiction or 
arbitrator, as evidenced by a certified copy of such judgment, order or 
award, as certified by such court or arbitrator, as the case may be, provided 
that such judgment, order or award is not appealable or the time for taking 
an appeal has expired, or in the case of an arbitral award, payment is not 
stayed by a court of competent jurisdiction.

    1.4  (a)  In the event that the Escrow Agent shall be uncertain as to its 
duties or actions hereunder, or shall receive instructions from Buyer or 
Seller which, in the opinion of the Escrow Agent, are in conflict with any of 
the provisions of this Agreement, it shall be entitled to maintain the Escrow 
Fund and may decline to take any further action until the Escrow Agent 
receives joint written instructions from Buyer and Seller (or a Final Order) 
directing the disbursement of all or any portion of such Escrow Fund, in 
which case the Escrow Agent shall then make such disbursement in accordance 
with such instructions (or Final Order).  Should any dispute arise with 
respect to the payment or ownership or right of possession of any proposed 
disbursement, the Escrow Agent is authorized and directed to retain in its 
possession, without liability to anyone, all or any part of the amount of 
such proposed disbursement until such dispute shall have been settled either 
by mutual agreement of the parties concerned or by a Final Order, provided 
that the Escrow Agent shall be under no duty whatsoever to institute or 
defend any such proceedings, and, provided further, that if any such dispute 
continues for more than 120 days, the Escrow Agent may, in its discretion, 
upon written notice to Buyer and Seller 

<PAGE>

interplead the Escrow Fund (or that portion thereof which is the subject of such
dispute) to a court of competent jurisdiction (subject to the provisions of
Section 6.4(b) hereof).

         (b)  Notwithstanding the foregoing, the interpleader by the Escrow 
Agent of any sum to a court of competent jurisdiction (the "Interpleader 
Action") shall in no way operate to alter or affect the parties' obligations 
to arbitrate any dispute pursuant to paragraph 6.4(b) of this Agreement.  In 
furtherance of the parties' obligations to arbitrate any dispute arising 
hereunder the parties agree to execute any reasonably necessary document, 
including but not limited to any stipulation, stipulated order and/or 
stipulation of discontinuance, to cause any sum interpleaded to a court of 
competent jurisdiction by the Escrow Agent to be transferred to an account 
under the control of the arbitrator(s) selected pursuant to paragraph 6.4(b) 
of this Agreement and to have the Interpleader Action dismissed.   
Thereafter, the dispute related to the interpleaded funds shall be resolved 
in arbitration pursuant to paragraph 6.4(b) of the Agreement.

    1.5  (a)  It is understood and agreed that the Escrow Agent shall:

              (i)  be under no duty to accept notices or instructions from any
    person other than as expressly provided for in this Escrow Agreement;

              (ii)  be protected in acting upon any notice, opinion, request,
    certificate, approval, consent or other document reasonably believed by it 
    to be genuine and what it purports to be;

              (iii)be deemed conclusively to have given and delivered any 
    notice required to be given or delivered hereunder if the same is in 
    writing, signed by any one of its authorized officers and (A) mailed, by 
    registered or certified mail, return receipt requested, postage prepaid, 
    (B) sent via expedited courier service that regularly requires signed 
    receipts evidencing delivery, or (C) hand delivered, in a sealed wrapper, 
    manually receipted for by the addressee, in each case to Buyer or Seller 
    with a copy to the other party to this Agreement at the addresses set 
    forth in Section 6.3 hereof;

              (iv) be indemnified and held harmless jointly by Buyer and 
    Seller from and against any claim made against it by reason of its acting 
    or failing to act in connection with any of the transactions contemplated 
    hereby and against any loss, liability or expense, including reasonable 
    attorneys' fees and other reasonable expenses of defending itself against 
    any claim of liability it may sustain in carrying out the terms of this 
    Escrow Agreement, except for claims which are successfully asserted 
    against the Escrow Agent based upon the Escrow Agent's failure to comply 
    with the terms and conditions of this Escrow Agreement or the bad faith, 
    gross negligence or willful misconduct of the Escrow Agent; provided 
    however, that (A) promptly after the receipt by the Escrow Agent of 
    notice of any demand or claim or the commencement of any such action, 
    suit or proceeding, the Escrow Agent shall notify all parties hereto in 
    writing of the existence of such demand, claim, action, suit or 
    proceeding; (B) the  

<PAGE>

    indemnitor shall be entitled, at its own expense, to participate in 
    and assume the defense of any such action, suit or proceeding; and (C) 
    the aforesaid indemnity obligations shall survive the termination of 
    this Escrow Agreement or the resignation of the Escrow Agent;

              (v)  have no liability in respect of or duty to inquire into 
    the terms and conditions of the Acquisition Agreement or any other 
    document or agreement executed in connection with or pursuant to the 
    Acquisition Agreement, its duties under this Escrow Agreement being 
    understood by the parties to be ministerial in nature;

              (vi) be permitted to consult with counsel of its choice which 
    is reasonably experienced in legal matters of a nature similar to those 
    arising under this Escrow Agreement, and shall not be liable for any 
    action taken, suffered or omitted by it in good faith in accordance with 
    the advice of such counsel; provided, however, that nothing contained in 
    this subsection (vi), nor any action taken by the Escrow Agent or by such 
    counsel, shall relieve the Escrow Agent from liability for any claims 
    which are occasioned by its failure to comply with the terms and 
    conditions of this Escrow Agreement or the bad faith, gross negligence or 
    willful misconduct of the Escrow Agent, as provided in subparagraph (iv) 
    above;

              (vii) not be bound by any modification, amendment, termination, 
    cancellation, rescission or supersession of this Escrow Agreement, unless 
    the same shall be in writing and signed by both Buyer and Seller and 
    notice thereof is provided to the Escrow Agent, except to the extent that 
    any such modification, amendment, termination, cancellation, rescission 
    or supersession affects the rights, responsibilities, obligations, 
    liabilities or fees of the Escrow Agent hereunder, in which case any 
    document or instrument reflecting such changes shall also be signed by 
    the Escrow Agent;

              (viii) be entitled to refrain from taking any action other than 
    to keep all cash and other payments and all other property held by it in 
    escrow and to make the investments as herein provided until it shall be 
    directed otherwise in writing by Buyer and Seller, or as otherwise 
    provided herein or by a Final Order; and

              (ix) not have any interest in the Escrow Fund, other than 
    possession thereof in its capacity as escrow agent hereunder.  

         (b)  Any payments of interest or income from the Escrow Fund shall 
be subject to withholding regulations then in force with respect to federal, 
state and local taxes.  The parties will provide the Escrow Agent with 
appropriate W-9 forms for taxpayer identification number certifications. It 
is understood that the Escrow Agent shall be responsible for income reporting 
only with respect to income earned on investment of funds which are part of 
the Escrow Fund and shall not be responsible for any other reporting.  This 
paragraph shall survive  

<PAGE>

notwithstanding any termination of this Escrow Agreement or the resignation 
of the Escrow Agent. 

         (c)  Notwithstanding anything to the contrary herein, unless and 
until funds are deposited with the Escrow Agent pursuant to Section 2.1, the 
Escrow Agent shall not have any liability or responsibility whatsoever to 
Buyer or Seller or any other person under this Escrow Agreement, except for 
its failure or refusal to accept delivery of any funds deposited in escrow 
with the Escrow Agent in the manner specified in Section 2.1 or to hold such 
funds thereafter pursuant to the terms hereof.

    1.6  From and after the date hereof, Buyer and Seller shall deliver or 
cause to be delivered to the Escrow Agent such further documents and 
instruments, or cause to be done such further acts, as the Escrow Agent may 
reasonably request in order to enable the Escrow Agent to carry out more 
effectively the provisions and purposes of this Escrow Agreement, to evidence 
compliance with this Escrow Agreement or to assure itself that it is 
reasonably protected in acting under this Escrow Agreement.

    1.7  (a) For its services hereunder, the Escrow Agent shall be entitled
to be paid an annual fee in the amount specified in Exhibit A, payable in 
advance. The Escrow Agent hereby acknowledges receipt from Buyer and Seller 
of the fee for the first annual period hereunder. Payment of the relevant 
fee for all subsequent annual periods shall be due on each anniversary of 
the date hereof.

         (b)  All fees of the Escrow Agent hereunder shall be paid by Buyer 
and Seller, such parties sharing equally in such costs.

2.  Establishment of Escrow Fund

    2.1  The parties acknowledge and agree that $5,625,000 has been deposited 
with the Escrow Agent as of the date hereof and from time to time further 
funds will be deposited with the Escrow Agent.  The parties further agree 
that subject to the provisions of paragraph 3.2(e), one-half (1/2) of all 
principal and interest payments due under paragraph 2 of the Note shall be 
transmitted by the maker thereunder to the Escrow Agent for deposit in the 
Escrow Fund.  Under no circumstances shall Seller be obligated to deposit any 
funds in the Escrow Fund beyond the amounts set forth in this Section 2.1 
which are deposited by the maker with the Escrow Agent.

    2.2  The Escrow Fund shall be held by the Escrow Agent in a separate 
account and disbursed to Buyer or Seller in accordance with the terms of this 
Agreement.

    2.3  The Escrow Agent shall invest all funds on deposit from time to time 
in the Escrow Fund, and all undistributed income earned thereon, and keep the 
same invested in certain instruments as Seller shall from time to time direct 
the Escrow Agent in writing, subject to the restrictions and limitations 
hereinafter provided, and disburse the same  

<PAGE>

terms, conditions and provisions hereof.  The Escrow Agent shall invest the 
Escrow Fund solely in accordance with Seller's instructions, provided that 
Seller's instructions and the Escrow Agent's authority shall be restricted 
to: (i) obligations issued or unconditionally guaranteed by the Government of 
the United States of America or any State or political subdivision thereof; 
(ii) certificates of deposit and interest-bearing deposit accounts of any 
domestic bank or trust company which has a combined capital and surplus of at 
least $200,000,000; (iii) certificates of deposit with a maturity not to 
exceed one year or (iv) commercial paper with a maturity of no more than one 
year issued by any corporation organized and existing under the laws of the 
United States of America or any state thereof, which at the time of purchase 
has been rated, and the ratings for which are not less than, "A-1" if rated 
by Standard and Poor's Corporation or "P-1" if rated by Moody's Investors 
Services, Inc.  In no event shall the Escrow Agent invest the Escrow Fund or 
any undistributed income earned thereon in any security or instrument having 
a maturity extending beyond one year, provided, that such limitation shall 
not apply to the obligations described in clause (i) above.  The Escrow Agent 
shall have authority to invest daily cash receipts received by the Escrow 
Fund in the Paine Webber Money Market Fund, or equivalent brokerage house 
money market fund pending investment of such funds in accordance with the 
provisions of this Section 2.3.

3.  Disposition of Escrow Fund

    3.1  All funds on deposit from time to time in the Escrow Fund shall be 
held, invested and reinvested by the Escrow Agent pursuant to the terms of 
this Escrow Agreement until the funds therein shall be disbursed in 
accordance with the terms of this Escrow Agreement.

    3.2  The Escrow Agent shall make disbursement of funds on deposit in the 
Escrow Fund only as set forth in this Section 3.2.

         (a)  Buyer shall promptly provide Seller and the Escrow Agent with a 
copy of all Buyer Indemnity Claims submitted by Buyer pursuant to Section 8.2 
of the Acquisition Agreement, whether such Buyer Indemnity Claims are issued 
before or after any funds are deposited into escrow hereunder.  

         (b)  Promptly following its receipt of notice of any Buyer Indemnity 
Claims, and without any further duty of investigation or inquiry on its part, 
the Escrow Agent shall establish a reserve (a "Reserve") in the Escrow Fund, 
which in all events shall be equal to the full amount of each claim 
identified in such notice (which shall include, without limitation, Buyer's 
good faith estimate of the costs and expenses reasonably expected to be 
incurred by Buyer in investigating and disposing of any such claim).  Subject 
to Sections 9.12(b) and (c) of the Acquisition Agreement concerning release 
of funds from the Escrow Fund following expedited arbitration, the Escrow 
Agent shall not be authorized to release any funds from the Escrow Fund as to 
which a Reserve has been established pursuant to this Section 3.2(b) unless 
and until the relevant Buyer Indemnity Claim that gave rise to such Reserve 
has been Definitively Resolved and the Escrow Agent has received written 
notice of such resolution pursuant to the requirements of Section 3.2(c) 
below. Until they are Definitively Resolved in  

<PAGE>

the manner hereinafter provided, all unresolved Buyer Indemnity Claims shall 
be referred to herein as "Pending Claims."
         
         (c)  For purposes hereof, a Pending Claim shall be deemed to have 
been "Definitively Resolved" when any of the following events has occurred:

    (i)   a claim is settled by mutual written agreement of Buyer and Seller; or

    (ii)  a Final Order deciding such claim has been rendered; or

    (iii) ninety (90) days have elapsed since Seller's initial receipt of 
          notice of a Buyer Indemnity Claim ("First Notice") and neither 
          Buyer nor Escrow Agent has  received, on or before that date, a 
          written notice from Seller disputing such claim in whole or in 
          part, and Buyer has provided a further notice ("Second Notice") 
          sent to Seller by registered or certified mail to the effect that 
          Seller has not disputed such claim and that Buyer intends to submit 
          a Settlement Notice (as hereinafter defined) and Seller has not 
          within thirty (30) days after receipt of such Second Notice 
          disputed in writing the Buyer Indemnity Claim by written notice to 
          Buyer or Escrow Agent.

The Escrow Agent shall not be deemed to have received notice that a Pending 
Claim has been  Definitively Resolved, and shall not be obligated to take any 
action with respect thereto, until 10 days after the Escrow Agent shall have 
received one of the following (a "Settlement Notice"):  (A) with respect to 
subparagraph (i) above, a copy of joint written instructions duly signed by 
Buyer and Seller stating that a Pending Claim has been settled by mutual 
agreement of Buyer and Seller; (B) with respect to subparagraph (ii) above, a 
certified copy of the final arbitration award which has not been stayed by a 
court of competent jurisdiction within 30 days thereafter, or the final 
non-appealable judgment, order or award of the relevant court, together with 
a certificate duly signed by the prevailing party in such proceeding 
certifying that such judgement, order or award is final and non-appealable 
for all purposes hereof; and (C) with respect to subparagraph (iii) above, 
written certification from Buyer issued to the Escrow Agent in good faith to 
the effect that Buyer has provided the First Notice and the Second Notice as 
described in subparagraph (iii) above without having received a written 
dispute notice from Seller, as provided above.  Each Settlement Notice shall 
stipulate the amount(s) to be paid to Buyer  or Seller in connection with 
such Definitively Resolved claim, and copies thereof shall be provided to 
each of the parties hereunder at the same time it is provided to the Escrow 
Agent. Buyer and Seller hereby acknowledge and agree that the Escrow Agent 
shall have the right to rely upon any Settlement Notice duly given jointly by 
Buyer and Seller under (A) in the preceding sentence, by Buyer or Seller 
under (B) in the preceding sentence and by Buyer under (C) in the preceding 
sentence, and shall be authorized to act upon any such written notice.

         (d)  A Buyer Indemnity Claim that has been Definitively Resolved 
shall be referred to herein as a "Settled Claim".  To the extent that a 
Settled Claim has been resolved in favor of Buyer, the Escrow Agent shall 
promptly disburse the full amount (or the relevant  

<PAGE>

portion, as applicable) of such claim to Buyer (or such other person as Buyer 
may direct) from the Escrow Fund (to the extent of funds in the Escrow Fund) 
in accordance with the relevant Settlement Notice.  Following such payment, 
all Reserves that relate to such Buyer Indemnity Claim and are not due Buyer 
in accordance with the terms of the Settlement Notice shall be released, but 
the funds subject thereto shall remain in the Escrow Fund until otherwise 
disbursed in accordance with the terms hereof.

         (e)  On November 30, 1999, the excess of the outstanding principal 
amount of the Escrow Fund over $10,050,000, as such excess amount is further 
reduced by the aggregate amount of all outstanding Reserves, shall be 
disbursed by the Escrow Agent to Seller on five (5) days' prior written 
notice to Buyer.  On November 30, 2000, the excess of the outstanding 
principal amount of the Escrow Fund over $8,250,000, as such excess amount is 
further reduced by the aggregate amount of all outstanding Reserves, shall be 
disbursed by the Escrow Agent to Seller on five (5)  days' prior written 
notice to Buyer.  On November 30, 2001, the excess of the outstanding 
principal amount of the Escrow Fund over $4,750,000, as such amount is 
further reduced by the aggregate amount of all outstanding Reserves, shall be 
disbursed by the Escrow Agent to Seller on five (5) days' prior written 
notice to Buyer.  On November 30, 2002, the excess of the outstanding 
principal amount of the Escrow Fund over the aggregate amount of all 
outstanding Reserves, shall be disbursed by the Escrow Agent to Seller on 
five (5) days' prior written notice to Buyer. 

         (f)  Subject to paragraph (e) above, all funds deposited with the 
Escrow Agent shall continue to be held in escrow hereunder until November 30, 
2002, on which date the balance of the Escrow Fund, net of any Reserves, 
shall be distributed to Seller.  Any amounts remaining with the Escrow Agent 
thereafter shall be released from time to time as and when all remaining 
Pending Claims to which such funds relate have been Definitively Resolved.   
The Escrow Agent shall promptly disburse to Buyer the full amount of each 
Settled Claim resolved in favor of Buyer in accordance with the relevant 
Settlement Notice and any funds in the Escrow Fund in excess of remaining 
Reserves shall be distributed to Seller.  Notwithstanding the foregoing, all 
funds deposited with the Escrow Agent shall be distributed to Buyer and/or 
Seller in accordance with any joint written instructions of Buyer and Seller.

         (g)  The Escrow Agent shall provide written notice of any proposed 
distributions of funds to Buyer or Seller hereunder five (5) days before 
making any such disbursement.  For purposes of such five (5)-day notice 
period, such period shall commence on the date on which the relevant notice 
is given by the Escrow Agent to Buyer and Seller and shall terminate at 
midnight on the fifth business day thereafter.  The Escrow Agent shall also 
send copies of all notices it receives hereunder to the other parties hereto.

    3.3  The party or parties receiving a disbursement from the Escrow Fund 
shall, upon request, furnish to the Escrow Agent concurrently with its 
receipt of such disbursement, a signed receipt for the amount of such 
disbursement.
 

<PAGE>

4.  Disposition of Income

    All income earned from time to time by the Escrow Fund ("Income") shall 
be pooled with all other funds held in the Escrow Fund for investment 
purposes and shall become part of the Escrow Fund for all purposes, provided 
that on December 31 of each calendar year or any other date mutually 
agreeable to Buyer, Seller and the Escrow Agent, Escrow Agent shall disburse 
to Seller 35% of all accrued Income (net of losses or any other expenses) 
unless such Income amounts are subject to a Reserve, Pending Claim or Settled 
Claim.   Any losses realized upon any investment of the Escrow Fund pursuant 
to Section 2.3 or otherwise shall be charged to the Escrow Fund.

5.  Term

    5.1  The term of this Escrow Agreement shall commence on the date hereof 
and continue until the entire amount of principal and Income on deposit in 
the Escrow Fund shall have been disbursed by the Escrow Agent as provided in 
this Escrow Agreement, whereupon this Escrow Agreement and the escrow 
arrangements created hereunder shall terminate, and the Escrow Agent shall be 
released and discharged from all further duties and obligations hereunder, 
but without prejudice to any liability of the Escrow Agent for its failure to 
comply with the terms and conditions of this Escrow Agreement or its bad 
faith, gross negligence or willful misconduct hereunder.

    5.2  The Escrow Agent shall have the right, upon termination of this 
Escrow Agreement as hereinabove provided, to require the other parties 
hereto, as a condition to receiving a final disbursement from the Escrow 
Fund, if applicable, to execute, acknowledge and deliver to the Escrow Agent 
releases of the Escrow Agent, in its capacity as such, reasonably 
satisfactory to the Escrow Agent in form and content; provided, however, that 
the Escrow Agent shall have accounted to each party delivering such release 
with respect to the Escrow Agent's administration of the Escrow Fund and 
provided further that any such release shall not extend to any acts of bad 
faith, gross negligence or willful misconduct on its part in connection with 
the Escrow Agent's administration of the Escrow Fund.

6.  Miscellaneous

    6.1  (a)  Buyer and Seller may, upon at least 30 days' prior written 
notice to the Escrow Agent executed by each of them, dismiss the Escrow Agent 
hereunder and jointly appoint a successor.  In such event, the Escrow Agent 
shall promptly account for and deliver to the successor escrow agent named in 
such notice the then balance of the Escrow Fund, if any, including all 
investments thereof and accrued income thereon.  Upon acceptance thereof and 
of such accounting by such successor escrow agent, and upon reimbursement to 
the Escrow Agent by Buyer and Seller of all expenses due to it hereunder 
through the date of such accounting and delivery, the Escrow Agent, in its 
capacity as such, shall be released and discharged from all of its duties and 
obligations hereunder, but without prejudice to any liability of the Escrow  

<PAGE>

Agent for failure to comply with the terms and conditions of this Escrow 
Agreement or its bad faith, gross negligence or willful misconduct hereunder.

   

         (b)  (i)  Without limiting the foregoing, the Escrow Agent (and any 
successor escrow agent hereunder) shall have the right, as provided in (ii) 
below, at any time to resign as such by delivering the Escrow Fund to any 
successor escrow agent jointly designated by the other parties hereto in 
writing , or to any escrow agent which constitutes a national banking 
association with assets in excess of $500,000,000 who is willing to 
serve under this Agreement], or to any court of competent jurisdiction, 
[or to an account under the control of the arbitrator(s) selected pursuant to
paragraph 9.12 of the Acquisition Agreement, whereupon the Escrow Agent shall be
discharged of and from any and all further obligations arising in connection
with this Escrow Agreement, but without prejudice to any liability of the
Escrow Agent for its bad faith, gross negligence or willful misconduct
hereunder.

    

         (ii) The resignation of the Escrow Agent will take effect on the
    earlier of (a) the appointment of a successor escrow agent (including a
    court of competent jurisdiction) or (b) the day which is 30 business days
    after the date of delivery of its written notice of resignation to the
    other parties hereto. If at that time the Escrow Agent has not received a 
    designation of a successor escrow agent hereunder, the Escrow Agent's sole
    responsibility after that time shall be to safekeep the Escrow Fund until
    receipt of a designation of successor escrow agent hereunder or a joint
    written disposition instruction by the other parties hereto or a final
    order.

    6.2  This Escrow Agreement shall inure to the benefit of, and shall be 
binding upon, the parties hereto and their respective successors, heirs, 
remaindermen, assigns, executors, administrators, personal representatives, 
trustees and fiduciaries.  The Escrow Agent shall have the right to rely upon 
any proper evidence of the authority of any such successors, heirs, 
remaindermen, assigns, executors, administrators, personal representatives, 
trustees and fiduciaries.  Notwithstanding anything to the contrary herein 
contained, no beneficial interest of any person in the Escrow Fund shall be 
subject to anticipation or assignment by such person, nor shall the Escrow 
Fund be subject to interference or control of any creditor of such person, or 
be taken or reached by any legal or equitable process in satisfaction of any 
debt or other liability of such person prior to disbursement, and each party 
hereby agrees to indemnify the other parties in connection with any loss or 
diminution of such party's interest in the Escrow Fund as a result of any 
such matter.

    6.3  Any notice, direction, instruction or other communications required 
or permitted hereunder shall be given or made in writing and shall be (i) 
delivered personally (including commercial carrier), (ii) sent by registered 
or certified airmail, return receipt requested, postage prepaid or (iii) sent 
by telecopier, addressed to the party to whom they are directed at the 
following addresses, or at such other address as may from time to time be 
designated by such party to the others in accordance with this Section 6.3:
 

<PAGE>

         If to Buyer, to:

              I. C. Isaacs & Company L.P.
              3840 Bank Street
              Baltimore, Maryland  21224
              Attention:  President and Co-Chief Executive Officer
              Telecopier:  410/558-2096

              I. C. Isaacs & Company L.P.
              350 Fifth Avenue
              Suite 1029
              New York, New York  10118
              Attention:  Chairman and Co-Chief Executive Officer
              Telecopier:  212/695-7579

         With a copy to:

              Piper & Marbury L.L.P.
              Charles Center South
              36 South Charles Street
              Baltimore, Maryland  21201-3010
              Attention:  Robert J. Mathias, Esq.
              Telecopier:  410/576-1604

         If to Seller, to:

              Brookhurst, Inc.
              107 West Carob Street
              Compton, California  90220
              Attention:  William E. Ott
              Telecopier: 310/763-3846 

         With a copy to:

              Shereff, Friedman, Hoffman & Goodman, LLP
              919 Third Avenue
              New York, New York  10022
              Attention:   Robert J. Jossen, Esq.
              Telecopier:  212/758-9526

 

<PAGE>

   

         If to the Escrow Agent, to:

              Paine Webber Inc.
              777 South Figueroa
              52nd Floor
              Los Angeles, CA 90017

              Attention:  Robert Donato
              Telecopier: 213/972-1539

    

    Copies of any written communications sent by Buyer or Seller to the 
Escrow Agent relating to this Escrow Agreement shall be sent to the other 
parties hereto, and copies of any written communications sent by the Escrow 
Agent relating to this Escrow Agreement shall be sent to Buyer and Seller.  
Notwithstanding the foregoing, Buyer and Seller shall have the right to 
engage in direct written communications between themselves relating to this 
Escrow Agreement without providing copies thereof to the Escrow Agent, except 
to the extent otherwise required under the terms of this Escrow Agreement.

    All notices, directions, instructions and communications hereunder shall 
be effective, and deemed given, if and when delivered, on and as of the date 
of receipt thereof, as evidenced by a written receipt by or on behalf of the 
party to which the same is so delivered, and, if mailed or sent by expedited 
courier, on and as of the date of delivery, as evidenced by the 
acknowledgement of delivery issued with respect thereto by the applicable 
postal authorities or by the confirmation of delivery issued by the 
applicable courier service.  Any party may change its address for notices 
hereunder, effective upon giving of notice of such change hereunder to the 
other parties.

    6.4  (a)  The validity, construction, operation, and effect of any and 
all of the terms and provisions of this Agreement shall be determined and 
enforced in accordance with the laws of the State of New York, without giving 
effect to principles of conflicts of law thereunder, except as to matters 
solely involving foreign trademark rights, in which case the applicable 
foreign trademark laws shall be applied to determine such foreign trademark 
rights.  In the event any legal action becomes necessary to enforce or 
interpret the terms of this Agreement, the parties agree that such action 
will be brought in the U.S. District Court for the Southern District of New 
York, and the parties hereby submit to the jurisdiction of such court; 
provided, however, that any party may enforce an arbitration award in any 
court of competent jurisdiction located in New York City and the parties 
hereby submit to the jurisdiction of any such court.

         (b)  Notwithstanding Section 6.4(a) above, except as provided in 
this Section 6.4(b), all disputes arising from or in any way in connection 
with this Agreement shall be finally settled through binding arbitration 
conducted pursuant to the Rules of Conciliation and Arbitration of the 
International Chamber of Commerce in effect as of the date of the initiation 
of any dispute submitted to arbitration under this section ("ICC Rules") by 
three arbitrators appointed in accordance with the ICC Rules.  Except as 
provided in this Section, no modification or amendment of the ICC Rules 
applicable to any such arbitration shall be binding upon the parties unless 
agreed to in writing by the parties.  In each such arbitration, each party to 
the dispute  

<PAGE>

shall appoint one arbitrator within 30 days of receipt by the defendant of 
the request for arbitration, and the arbitrators so appointed by the parties 
shall appoint the third arbitrator (who shall be the Chairman), within 30 
days of the confirmation of the later of the two arbitrators appointed by the 
parties.  If any such arbitration involves multiple claimants or multiple 
defendants, nomination of arbitrator shall be governed by the applicable ICC 
rules.  Notwithstanding anything to the contrary contained in the ICC rules:  
(i) the arbitration proceedings shall be conducted in the City of New York, 
State of New York; (ii) the arbitration proceedings shall be conducted in the 
English language; and (iii) the arbitrators shall apply New York law without 
regard to such state's choice of law rules except as to matters involving 
issues of foreign trademark law, in which case the applicable foreign 
trademark laws shall be applied.  If the non-prevailing party does not comply 
with an arbitration decision, the prevailing parties may immediately enforce 
the arbitration decision in an equitable proceeding in court with both 
parties' court costs and related attorneys' fees paid by the non-prevailing 
party in the arbitration, unless the arbitration decision is modified, or not 
upheld or enforced, in which case, each side shall bear its own costs and 
attorneys' fees.

    6.5  This Escrow Agreement, and any notice, direction or other document 
or instrument delivered in connection herewith, may be executed in 
counterparts, each of which shall constitute an original instrument, but all 
of which together shall constitute a single agreement, notice, direction, 
document or instrument as the case may be.  Buyer and Seller agree to 
cooperate with each other in good faith in joining in any notices or written 
instructions that are required to be delivered to the Escrow Agent jointly by 
Buyer and Seller.

    6.6  The provisions of this Escrow Agreement shall not be altered or 
terminated by operation of law or by the occurrence of any event (except as 
otherwise specified herein), including, without limitation, the death or 
incapacity or the termination of the legal existence of any party hereto.

    6.7  No party hereto may assign any of its interests, rights or 
obligations under this Agreement without the prior written consent of the 
other parties. Notwithstanding the foregoing, Buyer may, without the consent 
of Seller, assign rights and obligations under this Agreement to any entity 
under common control with Buyer or to any successor-in-interest, in whole or 
in part, to the assets acquired by Buyer from Seller, and Seller may assign 
its rights and obligations to any successor-in-interest to the assets of 
Seller by merger or liquidation.  In addition, Seller may direct in writing 
to Escrow Agent (with a copy sent to Buyer) that proceeds of the Escrow Fund 
be paid to any third party Seller shall designate in writing.  Nothing in 
this Agreement shall be construed as requiring Seller's or the Escrow Agent's 
consent to (a) the assignment, in whole or in part, of ICI's (as hereinafter 
defined) rights under this Agreement (including the right to make claims 
against and obtain proceeds from the Escrow Fund) to Ambra Inc., any 
affiliate of Hugo Boss AG ("Ambra"), or (b) the assumption, in whole or in 
part, of ICI's obligations under this Agreement by Ambra.   In the event of 
such assignment and/or assumption, Ambra shall be recognized as "Buyer" for 
purposes of all claims submitted by Ambra as Buyer pursuant to Section 3, 
including, without limitation, for purposes of  

<PAGE>

distribution of funds pursuant to Settled Claims resulting therefrom.  
Nothing in this Agreement shall be construed as affecting Buyer's rights 
under Section 6.10.

    6.8  All monetary amounts stated herein or determined hereunder are and 
shall be denominated in United States dollars, and all liabilities and 
obligations of any party hereunder, to the extent calling for the payment of 
money, shall be satisfied in United States dollars.    

    IN WITNESS WHEREOF, the parties have executed this Escrow Agreement as of 
the day and year first above written.

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


   

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

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


                                       BROOKHURST, INC.


                                       By:  /s/ William Ott
                                           ------------------------------------
                                       Name:  William Ott
                                       Title:  President


                                       Paine Webber Inc. 
                                       -----------------------------,
                                       as Escrow Agent


                                       By: /s/ Illegible             
        
                                       Name:  Illegible
                                       Title: Branch Manager

    

