
<PAGE>

   

                                                           Exhibit 10.11(a)

    

                                                                      CBYNO
                                                        September 30, 1997


                                          
                     FOREIGN BOSS RIGHTS ACQUISITION AGREEMENT
                                          
    AGREEMENT dated as of September 30, 1997, by and between Ambra Inc., a 
corporation organized and existing under the laws of Delaware ("Buyer") and 
I. C. Isaacs & Company L.P., a limited partnership organized and existing 
under the laws of Delaware ("Seller").

                                W I T N E S S E T H : 

    WHEREAS, Seller has entered into a Worldwide Rights Acquisition Agreement 
dated as of September 30, 1997 with Brookhurst, Inc. ("Brookhurst") and 
William Ott to acquire all of Brookhurst's right, title and interest in and 
to all "BOSS" trademarks and other proprietary interests, if any, related 
thereto owned by Brookhurst and used in connection with its business 
throughout the world together with the goodwill symbolized thereby (the 
"Worldwide Rights Acquisition Agreement").

    WHEREAS, Buyer desires to purchase from Seller, and Seller desires to 
sell to Buyer, all of Seller's right, title and interest outside of the 
United States of America and its territories and possessions (hereinafter, 
the "United States of America") in and to all "BOSS" trademarks and other 
proprietary interests outside of the United States of America, if any, 
related thereto acquired and owned by Seller and used in connection with its 
business outside of the United States of America, together with the goodwill 
symbolized by such trademarks, on the terms and conditions set forth herein;

     NOW, THEREFORE, in consideration of the mutual promises contained herein 
the parties hereby agree as follows:
 
                                           
<PAGE>

                                      ARTICLE I

                                  PURCHASE AND SALE

     1.1 Purchase and Sale of BOSS Assets.  Upon the terms and conditions 
herein set forth, Seller shall sell, convey, transfer, assign and deliver to 
Buyer on the Closing Date (as hereinafter defined), and Buyer shall purchase 
from Seller on the Closing Date, the following assets, properties and rights 
of Seller (the "Trademark Assets"), all of which, taken together, represent 
the business of Seller operating under the BOSS marks outside of the United 
States of America acquired from Brookhurst: 

     (a)  any and all right, title and interest of Seller in and to the 
trademarks, service marks, trade names, logos, insignias, designs, copyrights 
(if any), and other proprietary interests therein, containing the term "BOSS" 
or constituting a stylized B, outside of the United States of America, 
including, without limitation, all registrations and applications for 
registration therefor throughout the world but not including the United 
States of America (collectively, the "Trademarks"), and the goodwill 
symbolized by the Trademarks relating to their use outside the United States 
of America, together with all causes of action and the proceeds thereof in 
favor of Seller heretofore accrued with respect to the Trademarks outside of 
the United States of America; 

     (b)  all rights of Seller under license agreements, concurrent use 
agreements and other agreements listed on Schedule 1.1(b) insofar as they 
relate to the Trademarks being acquired by Buyer from Seller hereunder, 
including, without limitation, all rights of Seller under the Worldwide 
Rights Acquisition Agreement and the Escrow Agreement referred to therein 
relating to the Trademarks (the "Assumed Agreements") and all files relating 
thereto, it being 

                                      -2-
<PAGE>


agreed that Seller shall retain all of Seller's rights under the Worldwide 
Rights Acquisition Agreement and the Escrow Agreement insofar as they relate 
to the trademark properties retained by Seller in the United States of 
America.  In clarification of the foregoing, the parties acknowledge and 
agree that Buyer shall have recourse directly against Brookhurst and Ott 
under the Worldwide Rights Acquisition Agreement and the Escrow Fund as 
defined and set forth in the Escrow Agreement for any matters involving the 
breach of covenants, representations, warranties or conditions set forth in 
the Worldwide Rights Acquisition Agreement insofar as they relate to the 
Trademark Assets acquired by Buyer hereunder from Seller; 

    (c)   all right, title and interest in and to all records and other 
information the Selling Parties (as defined in the Worldwide Rights 
Acquisition Agreement) or either of them have within their possession or 
control applicable to the products they or either of them have previously 
licensed under the Trademarks and all trademark files relating to the 
Trademark Assets.

    (d)   any and all copyrights that Seller may own arising outside of the 
United States of America as a result of designs and other works created by 
Seller, Brookhurst, or any licensee, nominee or manufacturer of either of 
them, in connection with the BOSS business.

    1.2   Liabilities.  Buyer shall assume the obligations of Seller arising 
from and after Closing under the Assumed Agreements solely insofar as they 
relate to the use of the Trademark Assets after Closing.  Buyer shall assume 
no liabilities or obligations, whether now existing or arising in the future, 
fixed or contingent, known, or unknown, relating to the use by Seller 
(including, without limitation, use by any of Seller's affiliates, 
subsidiaries, predecessors or  

                                      -3-
<PAGE>

licensees) of the Trademarks and any other matter relating to the conduct of 
any business relating thereto prior to the Closing  ("Excluded Liabilities"). 

    1.3  Encumbrances.  The sale and transfer of the Trademark Assets shall 
be free and clear of all pledges, security interests, mortgages and liens 
made or created by Seller ("Encumbrances").

    1.4  Exclusions.  Notwithstanding any other provision of this Agreement, 
Seller makes no representations or warranties of any kind, and shall have no 
responsibility, liability or obligations whatsoever to Buyer or any affiliate 
thereof (including, without limitation, for any claims for indemnity), with 
respect to any matter relating to the Trademark Assets prior to the time 
Seller acquired the Trademark Assets, including, without limitation, the 
quality of title, the condition or use of the Trademark Assets or the conduct 
of the business thereunder prior to the time Seller acquired the Trademark 
Assets from Brookhurst except as expressly set forth in this Agreement.

                                      ARTICLE II

                                    CONSIDERATION

    2.1  Consideration.  In consideration of the sale and transfer of the 
Trademark Assets to Buyer on the Closing Date, Buyer shall assume any and all 
obligations of Seller under the Promissory Note in the principal amount of 
U.S. $11,000,000 of Seller referred to in the Worldwide Rights Acquisition 
Agreement and payable to the order of Brookhurst (the "Note").
 

                                      -4-
<PAGE>


                                      ARTICLE III

                                      THE CLOSING

    3.1  Time and Place of Closing.  The closing of the purchase and sale of 
the Trademark Assets hereunder (the "Closing") shall take place at the 
offices of Coudert Brothers located at 1114 Avenue of the Americas, New York, 
New York 10036 at 10:00 a.m. local time on a date agreed to by the parties 
(the "Closing Date"), which date shall not be later than eight (8) business 
days following the date on which the applicable waiting period, including any 
extension thereof, under the Hart-Scott Rodino Antitrust Improvements Act of 
1976, as amended, relating to the transactions contemplated by the Worldwide 
Rights Acquisition Agreement shall have expired.

    3.2  Deliveries To Be Made by the Seller.  On the Closing Date, Seller 
shall have executed and delivered to Buyer the following:

         (a)  executed trademark assignments in the forms attached hereto as 
Exhibit A;

         (b)  an agreement of assignment and assumption of Assumed Agreements 
in the form annexed hereto as Exhibit B (the "Assumption Agreement");     

         (c)  a concurrent use agreement between Seller and Hugo Boss AG 
("Hugo Boss") in the form annexed hereto as Exhibit C (the "Concurrent 
Use Agreement");

         (d)  a foreign manufacturing rights agreement between Seller and 
Buyer in the form annexed as Exhibit D (the "Foreign Manufacturing Rights 
Agreement");

         (e)  an option agreement between Seller and Buyer in the form 
annexed as Exhibit F (the "Option Agreement"); 

                                      -5-

<PAGE>

     (f)  a secured limited recourse promissory note in the form annexed as 
Exhibit F (the "ICI Note");

     (g)  an agreement of assumption of the Note and assignment of all rights 
related thereto (the "Note Assumption Agreement") in the form annexed hereto 
as Exhibit G; and

     (h)  such other instruments and documents as may be elsewhere herein 
required.  

    3.3  Deliveries To Be Made by Buyer.  On the Closing Date, Buyer shall 
have executed or caused to be executed and delivered to Seller the following:

         (a)  the Note Assumption Agreement;

         (b)  the Assumption Agreement;          

         (c)  the Concurrent Use Agreement, duly executed by Hugo Boss;

         (d)  the Foreign Manufacturing Rights Agreement; 

         (e)  the Option Agreement;

         (f)  the ICI Note; and

         (g)  A Guaranty by Hugo Boss AG of the Note in the form annexed 
hereto as Exhibit H (the "Guaranty"); 

         (h)  an Agreement regarding Consent to Release and Waiver of 
Brookhurst Note Claims in the form annexed hereto as Exhibit I (the "Consent 
Agreement"); and

         (i)  such other instruments and documents as may be elsewhere herein 
required.

                                      -6-
<PAGE>

                                      ARTICLE IV

                     REPRESENTATIONS AND WARRANTIES OF THE SELLER

    Seller makes the following representations and warranties, each of which 
is complete and correct on and as of the date hereof.  As used in this 
Agreement, including, without limitation, this Article IV, the term Seller 
shall not be construed to include reference to Seller's 
predecessor-in-interest to the Trademark Assets, namely Brookhurst.

    4.1  Organization and Good Standing of the Seller.  Seller is a limited 
partnership duly organized, validly existing and in good standing under the 
laws of the State of Delaware.   

    4.2  Authority; Execution.  Seller has all the requisite power and 
authority, corporate and otherwise, to execute, deliver and perform its 
obligations under this Agreement.  The execution and delivery of this 
Agreement, and each of the other instruments of transfer, conveyance and 
assignment delivered hereunder, have been duly and validly authorized by all 
necessary corporate and other action on the part of Seller, and this 
Agreement and each of such other instruments has been duly executed by 
Seller.  This Agreement constitutes the valid and binding agreement of Seller 
enforceable against Seller in accordance with its respective terms.

    4.3  Breach of Statute or Contract.  

     (a)  The execution, delivery and performance of this Agreement by Seller 
and the consummation of the transactions contemplated hereby will not:  (i) 
violate or conflict with any provision of the charter documents or by-laws of 
Seller; (ii) violate or conflict with, result in the breach or termination of 
or otherwise give any other contracting party the right to terminate, or 
constitute a default (or an event which, with the lapse of time, or the 
giving of notice, or both, will constitute a default) under, any contract or 
other instrument to which Seller is a party  

                                      -7-

<PAGE>


and which relate to the Trademark Assets or by which Seller is bound, or 
result in the creation of any Encumbrance upon any of the Trademark Assets 
pursuant to the terms of any such contract or instrument, or (iii) violate or 
conflict with any judgment, order, writ, injunction or decree of any court or 
governmental body of any jurisdiction applicable to Seller (excluding any 
judgments, orders, writs, injunctions or decrees in any actions or 
proceedings involving Hugo Boss or its affiliates) or, to the knowledge of 
Seller, any law or regulation materially adversely affecting Buyer's ability 
to exploit the Trademark Assets.

    (b)  Except as set forth on Schedule 4.3(b), there are no notices, 
licenses, consents, permissions or approvals of any nature whatsoever which 
are required to be obtained by Seller from any Federal, state or local 
governmental or regulatory body or other third party or, to Seller's 
knowledge, from any foreign governmental or regulatory body for the 
consummation of the transactions contemplated by this Agreement, or as a 
condition to the sale, assignment and transfer of the Trademark Assets to be 
effected hereunder. 

    4.4  No Claims or Litigation. Except as set forth on Schedule 4.4(a), no 
litigation, judicial or arbitral action, claim asserted in writing and 
received by Seller within the preceding two years or, to the knowledge of 
Seller, administrative or regulatory proceeding or adversarial proceeding in 
any trademark office, or governmental investigation involving the Trademark 
Assets or the transactions contemplated by this Agreement, including, without 
limitation, any claim of conflict with or violation of any proprietary or 
other right (collectively, "Litigation") is pending or, to the knowledge of 
Seller, threatened against Seller.  For purposes of the foregoing, 
"Litigation" shall not be deemed to include any actions, proceedings or 
claims involving Hugo Boss or its affiliates.  Except as set forth on 
Schedule 4.4(b), there is no 
                                     -8-
<PAGE>


judgment, order, injunction, decree or award outstanding (whether rendered by 
a court, tribunal, administrative agency or arbitral tribunal and excluding 
any judgments, orders, injunctions, decrees or awards in any actions or 
proceedings involving Hugo Boss or its affiliates), against Seller or 
referencing Seller by name or, to Seller's knowledge, by which Seller is 
bound which affects the Trademark Assets or the use of the Trademark Assets 
in any way. 

    4.5  Trademarks.  Except as set forth in Schedule 4.5.A, Seller is not 
currently licensing any person to use or operate under any of the Trademarks. 
True and complete copies and, if not available, descriptions of all such 
licenses, including all amendments or modifications, have heretofore been 
delivered to Buyer.  Except as set forth in Schedule 4.5.B, and except for 
customary sell-off rights granted to alleged infringers, Seller has not 
affirmatively agreed or consented to the non-use by Seller, or use by any 
third party, of any mark containing the word BOSS.  To Seller's knowledge 
(such knowledge being based solely on Seller's actual knowledge), the 
countries in which Seller currently manufactures products bearing the 
Trademarks are: Hong Kong, Indonesia, Macao, Mexico, People's Republic of 
China, Phillipines, Republic of South Korea, Taiwan and Thailand.   Seller 
has paid, or will pay within a reasonable period of time, in full (or 
otherwise to the satisfaction of the invoicing party) all outstanding 
invoices of domestic and foreign trademark counsel for work done and 
disbursements incurred on behalf of Seller (whether or not billed on or by 
the date hereof).

    4.6  No Alienation of Rights By Seller.  Except as set forth in the 
Assumed Agreements or any other documents identified on Schedule 4.5.A or B 
or Schedule 4.6, Seller has not transferred, assigned, licensed (which 
license is currently outstanding) or otherwise encumbered with Encumbrances 
any of its rights in any Trademark Asset.  

                                      -9-
<PAGE>

    4.7  Ownership Trademark Assets.   As between Seller and all affiliates 
and other persons or entities who have an ownership interest in Seller (or 
any affiliate thereof) or who may have been expressly authorized by Seller to 
use the Trademark Assets, Seller owns all rights in and to the Trademark 
Assets (as defined in the Worldwide Rights Acquisition Agreement and as 
acquired from Brookhurst under said agreement).  

    4.8  Knowledge.  Whenever a statement regarding the existence or absence 
of facts in this Agreement is qualified by a phrase such as to Seller's 
knowledge or words to similar effect, it is intended by the parties that the 
information attributed to Seller be actually known, or information which 
should have been known based on reasonable inquiry by the Chairman and 
Co-Chief Executive Officer, President and Co-Chief Executive Officer or Chief 
Financial Officer of Seller. 

    4.9  Materiality. The phrase "materially adversely affecting Buyer's 
ability to exploit the Trademark Assets" or words of similar effect, shall be 
deemed to mean (i) the existence or occurrence at any time from and after the 
date hereof of any actual harm, or the existence of any reasonably 
anticipated actual harm, to Buyer's ability to exploit the Trademark Assets 
or (ii) either (x) the failure of Seller to remedy the breach in question 
assuming the breach is remediable or (y) the inability of Seller to remedy 
the breach in question without prejudice to Buyer's ability to exploit the 
Trademark Assets.  For purposes of this Section 4.10, no "actual  

                                     -10-

<PAGE>


harm" shall be deemed to exist as to any of the first three claims of harm 
unless any such claim of harm reasonably involves at least the following 
amounts in damage or loss:

              First Claim              $35,000
              Second Claim             $25,000
              Third Claim              $25,000

it being agreed that, without prejudice to, or limitation of, Seller's 
ability to claim that any subsequent claim involves no "actual harm", no such 
monetary threshold applies to any subsequent claims.

                                      ARTICLE V
   
                       REPRESENTATIONS AND WARRANTIES OF BUYER
    
    Buyer hereby makes the following representations and warranties each of 
which is complete and correct on and as of the date hereof:

    5.1  Organization and Good Standing of Buyer.  Buyer is a corporation 
duly organized and validly existing under the laws of Delaware.  Buyer is a 
wholly-owned direct subsidiary of Hugo Boss AG, a corporation organized and 
existing under the laws of the Federal Republic of Germany ("Hugo Boss").

    5.2 Authority; Execution.  Buyer has all requisite power and authority, 
corporate and otherwise, to execute, deliver and perform its obligations 
under this Agreement.  The execution and delivery of this Agreement, and each 
of the other instruments of transfer, conveyance and assignment delivered 
hereunder, by Buyer have been duly and validly authorized by all necessary 
corporate and other action on the part of Buyer, and this Agreement and each 
of such other
 
                                     -11-
<PAGE>


instruments has been duly executed by Buyer, as applicable.  This Agreement 
constitutes the valid and binding agreement of Buyer, enforceable against 
Buyer in accordance with its terms.

    5.3  Breach of Statute or Contract.  

   (a)   The execution, delivery and performance of this Agreement by Buyer 
and the consummation of the transactions contemplated hereby will not:  (i) 
violate or conflict with any provision of the Certificate of Incorporation or 
by-laws of Buyer; (ii) violate or conflict with, result in the breach or 
termination of or otherwise give any other contracting party the right to 
terminate, or constitute a default (or an event which, with the lapse of 
time, or the giving of notice, or both, will constitute a default) under, any 
contract or other instrument to which Buyer is a party; or (iii) violate or 
conflict with any judgment, order, writ, injunction or decree of any court or 
governmental body of any jurisdiction applicable to Buyer (excluding any 
judgments, orders, injunctions, decrees or awards in any actions or 
proceedings involving Seller or its affiliates) or, to the knowledge of 
Buyer, any law or regulation materially adversely affecting Buyer's ability 
to consummate the transaction contemplated by this Agreement.  

     (b)  Except as provided in Schedule 5.3(b), there are no notices, 
licenses, consents, permissions or approvals of any nature whatsoever which 
are required to be obtained by Buyer from any Federal, state or local 
governmental or regulatory body or other third party or, to Buyer's 
knowledge, from any foreign governmental or regulatory body for the 
consummation of the transactions contemplated by this Agreement, or as a 
condition to the sale, assignment and transfer of the Trademark Assets to be 
effected hereunder.

                                    -12
<PAGE>
                                      ARTICLE VI

                                      COVENANTS

                                            
    6.1  Further Assurances.

         (a)  From time to time until the expiration of six (6) years from 
the Closing Date, upon the request and at the expense of Buyer but without 
further consideration, Seller shall:

              (i)  do, execute, acknowledge, deliver and file, or shall cause 
to be done, executed, acknowledged, delivered and filed, all such further 
acts, deeds, transfers, conveyances, assignments or assurances (including, 
without limitation, for purposes of transferring record ownership of the 
Trademark Assets to Buyer) as may be reasonably requested by Buyer for 
transferring, conveying, assigning and reducing to Buyer's possession, 
ownership and use of the Trademark Assets, including, without limitation, 
executing on the Closing Date any assignments of Trademarks in recordable 
form requested by Buyer; and

              (ii)  deliver to Buyer such other records, documentation and 
information in Seller's possession or control as may be reasonably requested 
by Buyer to assist Buyer in the use and protection of the Trademark Assets.

     (b)  Seller shall keep and preserve any and all invoices, letters of 
credit, bills of lading, and purchase orders which relate to the Trademark 
Assets for three (3) years from and after the Closing Date, except as 
otherwise provided herein.  Seller may dispose or destroy any such records, 
documentation and information at any time, provided that Seller first shall 
notify Buyer so that Buyer may, at its expense and within a reasonable time 
after receipt of such notice, obtain from Seller any or all of said records, 
documentation and information. Seller  

                                  -13-

<PAGE>


shall not be responsible for (i) destruction of records caused by an Act of 
God or other "Force Majeure" event, or (ii) any immaterial non-intentional 
destruction of records. 

    6.2  Mail and Communications. From and after the Closing Date, Seller 
shall promptly remit or refer to Buyer any mail or other communications, 
including, without limitation, any written inquiries, relating solely to the 
Trademark Assets, and copies of any such mail or communications which relate 
to the Trademark Assets and other matters, which are received by Seller from 
and after the Closing for a period of six (6) years from the date hereof.

                                     ARTICLE VII

               CONDITIONS PRECEDENT TO OBLIGATIONS OF BUYER AND SELLER

    7.1  Conditions Precedent to Obligations of Buyer.   The obligation of 
Buyer to consummate the transactions contemplated under this Agreement is 
subject to the fulfillment, as of the Closing Date, of each of the following 
conditions (any or all of which may be waived by Buyer):

         (a)  the representations and warranties of Seller set forth in 
Article IV hereof shall be true and correct in all material respects as of 
the Closing Date;

         (b)  Seller shall have performed and complied in all material 
respects with all covenants, obligations and undertakings required by this 
Agreement to be performed or complied with on or prior to the Closing Date:

         (c)  Buyer shall have been furnished with a certificate, dated the 
Closing Date and executed by an officer of Seller, certifying to the 
fulfillment of the conditions specified in Sections 7.1(a) and (b); 

                                     -14-

<PAGE>


         (d)  a settlement agreement by and among Hugo Boss AG, Hugo Boss 
USA, Inc., Hugo Boss Fashions, Inc., Brookhurst, Inc., I.C. Isaacs & Company 
L.P. and Boss Golf Company, Inc. shall have been entered into by all parties 
thereto including, among other things, (i) settling the action commenced by 
the filing of a complaint dated February 11, 1993, which complaint was 
subsequently amended and superseded by Amended Complaint dated November 5, 
1993, (ii) providing for the payment by defendants therein to Hugo Boss of 
U.S. $2,000,000, (iii) settling any and all proceedings between Hugo Boss and 
Brookhurst or Seller throughout the world (except Canada, Hong Kong and 
Mexico) and (iv) including the provisions set forth on Exhibit J and 
otherwise on terms mutually satisfactory to all parties thereto (the 
"Settlement Agreement") ; 

         (e)  settlement agreements by and between Hugo Boss and Brookhurst 
shall have been entered into settling any and all proceedings in Canada, Hong 
Kong and Mexico on terms mutually satisfactory to all parties thereto (the 
"Foreign Settlement Agreements"); 

         (f)  stipulated resolutions of all proceedings in Hong Kong by and 
between Hugo Boss, on the one hand, and third party agents or manufacturers 
of Seller, on the other, shall have been entered into on terms satisfactory 
to Hugo Boss (the "Hong Kong Resolutions");

         (g)  no judgment, order or decree shall have been rendered which has 
the effect of enjoining the consummation of the transactions contemplated by 
this Agreement;

         (h)  the closing under the Worldwide Rights Acquisition Agreement 
shall have been completed;

         (i)  Seller and all other parties thereto shall have executed and 
delivered the Foreign Manufacturing Rights Agreement; 
 
                                       -15-

<PAGE>


         (j)  Seller shall have delivered to Buyer possession of (i) an 
original of each of Seller's Trademark registrations currently in effect; 
(ii) an original of any other registrations for the Trademarks to the extent 
in Seller's possession, custody or control; and (iii) Seller's original 
trademark application and registration files relating to the Trademarks 
including, for example, letters or other materials from each of Seller's 
domestic and foreign trademark counsel showing deadlines for trademark office 
actions to the extent in Seller's possession, custody or control; provided, 
however, if any of such items apply to both the Trademark Assets and the 
trademark properties retained by Seller with respect to its BOSS business in 
the United States of America, then such information may be provided to Buyer 
by photocopy rather than original; 

         (k)  Seller and all other parties thereto shall have executed and 
delivered the Concurrent Use Agreement; 

         (l)  Brookhurst and William Ott shall have consented to the 
assignment and assumption by Buyer of all rights and obligations of Seller 
under the Note and of all rights and obligations of Seller under the 
Worldwide Rights Acquisition Agreement (except all "intent-to-use" trademark 
applications) and Escrow Agreement relating to the Trademark Assets;

         (m)  Buyer and Seller shall have entered into a license agreement, 
consistent with the terms of Exhibit C, providing for an exclusive 
royalty-free license to Buyer of the right to use the Trademarks which are 
the subject of intent-to-use applications in the U.S. Patent & Trademark 
Office ("PTO") which were acquired by Seller from Brookhurst, on the products 
referred to in said applications, together with the right to have such 
trademarks transferred to Buyer upon such marks becoming registered with the 
PTO, and on such other terms as shall be mutually agreed by the parties (the 
"BOSS GOLF et al.  License Agreement"); and 
 
                                       -16-

<PAGE>

         (n)  Hugo Boss and Isaacs shall have executed and delivered the 
Indemnification Agreement in the form annexed hereto as Exhibit L.

    7.2  Conditions Precedent to Obligations of Seller.   The obligations of 
Seller to consummate the transactions contemplated under this Agreement are 
subject to the fulfillment, as of the Closing Date, of each of the following 
conditions (any or all of which may be waived by Seller):

         (a)  the representations and warranties of Buyer set forth in 
Article V shall be true and correct in all material respects as of the 
Closing Date;

         (b)  Buyer shall have performed and complied in all material 
respects with all obligations and undertakings required by this Agreement to 
be performed or complied with by Buyer on or prior to the Closing Date;

         (c)  Seller shall have been furnished with a certificate, dated the 
Closing Date and executed by an officer of Buyer certifying to the 
fulfillment of the conditions specified in Sections 7.2(a) and (b);

         (d)  the Settlement Agreement shall have been entered into by all 
parties thereto; 

         (e)  the Foreign Settlement Agreements shall have been entered into 
by all parties thereto;

         (f)  The Hong Kong Resolutions shall have been entered into; 

         (g)  no judgment, order or decree shall have been rendered which has 
the effect of enjoining the consummation of the transactions contemplated by 
this Agreement;

         (h)  the closing under the Worldwide Rights Acquisition Agreement 
shall have been completed;
     
                                     -17-

<PAGE>

         (i)  Buyer and all other parties thereto shall have executed and 
delivered the Foreign Manufacturing Rights Agreement; 

         (j)  Hugo Boss and all other parties thereto shall have executed and 
delivered the Concurrent Use Agreement; and

         (k)  Brookhurst and William Ott shall have consented to the 
assignment and assumption by Buyer of all rights and obligations of Seller 
under the Note and of all rights and obligations of Seller under the 
Worldwide Rights Acquisition Agreement (except all "intent-to-use" trademark 
applications) and Escrow Agreement relating to the Trademark Assets and 
Brookhurst and William Ott shall have fully and unconditionally released 
Seller from such obligations in the form attached hereto as Exhibit K; 

         (l)  the BOSS GOLF et al  License Agreement shall have been entered 
by all Parties thereto; and

         (m)  Hugo Boss and Isaacs shall have executed and delivered the 
Indemnification Agreement in the form annexed hereto as Exhibit L.

                                     ARTICLE VIII

                      SURVIVAL OF REPRESENTATIONS AND WARRANTIES
                                   INDEMNIFICATION

    8.1  All representations and warranties contained in or made pursuant to 
this Agreement shall be continuing and shall survive and remain in full force 
and effect after the date hereof for a period of five (5) years 
notwithstanding any investigation conducted by any party hereto. All claims 
for indemnification under this Agreement shall be brought by the parties 
exclusively  

                                        -18-
<PAGE>


pursuant to, and shall be disposed of exclusively in accordance with the 
terms of, this Article VIII.

    8.2  Indemnity Obligations of the Selling Parties.  The Seller hereby 
agrees to indemnify and hold Buyer and its parent corporations, subsidiaries, 
shareholders, affiliates, directors, officers, employees, agents, successors 
and assigns (collectively, "Buyer Affiliates") harmless from, and to 
reimburse Buyer and each Buyer Affiliate for, any Buyer Indemnity Claims (as 
that term is hereinafter defined) arising under this Agreement.   For 
purposes of this Agreement, the term "Buyer Indemnity Claim" shall mean any 
loss, damage, deficiency, claim, liability, obligation, suit, action, fee, 
cost or expense of any nature whatsoever arising out of, based upon or 
resulting from (i) the breach by Seller of any representations and warranties 
of Seller which are contained in or made pursuant to this Agreement; (ii) any 
breach or nonfulfillment of, or any failure to perform, any of the covenants, 
agreements, obligations or undertakings made by Seller in or pursuant to this 
Agreement which shall not be deemed for purposes of this Section 8.2 to 
include covenants, agreements, obligations or undertakings made by Seller in 
the agreements attached as Exhibits C, D, E, F and G hereto; (iii) any 
liabilities or obligations arising out of any and all actions, claims, suits, 
proceedings, demands, assessments, judgments, recoveries, damages, costs and 
expenses or deficiencies incident to the disposal of any matter which is the 
subject of indemnification under this Section 8.2; and (iv) all interest, 
penalties, costs and expenses (including, without limitation, all 
out-of-pocket expenses, reasonable investigation expenses and reasonable fees 
and disbursements of accountants and counsel) arising out of any matter which 
is the subject of indemnification under this Section 8.2 and in which and to 
the proportionate extent Buyer Affiliates prevail. 


                                        -19-

<PAGE>

    8.3  Indemnity Obligations of Buyer.  Buyer hereby agrees to indemnify 
and hold Seller, and its respective subsidiaries, partners, shareholders, 
affiliates, directors, officers, employees, agents, successors and permitted 
assigns (collectively, "Seller Affiliates"), harmless from, and to reimburse 
Seller and each Seller Affiliate for, any Seller Indemnity Claims (as that 
term, is hereinafter defined) arising under this Agreement which shall not be 
deemed for purposes of this Section 8.3 to include covenants, agreements, 
obligations or undertakings made by Buyer in the agreements attached as 
Exhibits C, D, E, F and G hereto.  For purposes of this Agreement, the term 
"Seller Indemnity Claims" shall mean any loss, damage, deficiency, claim, 
liability, suit, action, fee, cost or expense of any nature whatsoever 
arising out of, based upon or resulting from (i) the breach of any 
representations and warranties of Buyer which are contained in or made 
pursuant to this Agreement; (ii) any breach of nonfulfillment of, or failure 
to perform, any of the covenants, agreements, obligations or undertakings 
made by Buyer in or pursuant to this Agreement; (iii) any liabilities or 
obligations assumed by Buyer pursuant to the terms hereof; (iv) any 
obligations or liabilities arising out of any and all actions, claims, suits, 
proceedings, demands, assessments, judgments, recoveries, damages, costs and 
expenses or deficiencies incident to the disposal of any matter which is the 
subject of indemnification under this Section 8.3; and (v) all interest, 
penalties, costs and expenses (including, without limitation, all 
out-of-pocket expenses, reasonable investigation expenses and reasonable fees 
and disbursements of counsel and accountants) arising out of any matter which 
is the subject of indemnification under this Section 8.3 and in which and to 
the proportionate extent Seller Affiliates prevail.

    8.4  Notification of Claims.  In the event of the occurrence of any event 
which any party asserts constitutes a Buyer Indemnity Claim or Seller 
Indemnity Claim, as applicable, the 

                                 -20-

<PAGE>


indemnified party shall provide the indemnifying party with prompt notice of 
such event, including, without limitation, any facts and circumstances which 
give rise to such claim, and shall otherwise make available to the 
indemnifying party all relevant information which is material to the claim 
and which is in the possession of the indemnified party.  If such event 
involves the claim of any third party (a "Third-Party Claim"), the 
indemnifying party shall have the right to elect to join in the defense, 
settlement, adjustment or compromise of any such Third-Party Claim, and to 
employ counsel to assist such indemnifying party in connection with the 
handling of such claim, at the sole expense of the indemnifying party, and no 
such claim shall be settled, adjusted or compromised, or the defense thereof 
terminated, without the prior consent of the indemnifying party unless and 
until the indemnifying party shall have failed, after the lapse of a 
reasonable period of time, but in no event more than 30 days after written 
notice to it of the Third-Party Claim, to join in the defense, settlement, 
adjustment or compromise of the same. An indemnified party's failure within a 
reasonable time to give notice or to furnish the indemnifying party with any 
relevant data and documents in its possession in connection with any 
Third-Party Claim shall not constitute a defense (in part or in whole) to any 
claim for indemnification by such party, except and only to the extent that 
such failure shall result in any material prejudice to the indemnifying 
party.  If so desired by any indemnifying party, such party may elect, at 
such party's sole expense, to assume control of the defense, settlement, 
adjustment or compromise of any Third-Party Claim, insofar as the claim 
relates to the liability of the indemnifying party, provided that such 
indemnifying party shall obtain the consent of all indemnified parties before 
entering into any settlement, adjustment and compromise of such claim, or 
ceasing to defend against such claim, if as a result thereof, or pursuant 
thereto, there  

                                     -21-

<PAGE>


would be imposed on an indemnified party any liability or obligation not 
covered by the indemnification obligations of the indemnifying party under 
this Agreement (including, without limitation, any injunctive relief or other 
remedy).

    8.5  Termination.  This Agreement may be terminated, and the transactions 
contemplated herein may be abandoned, (a) by mutual written agreement of the 
parties hereto at any time or (b) by either party by written notice to the 
other party if the Closing Date shall not have occurred on or before December 
31, 1997, provided that the right to terminate this Agreement hereunder shall 
not be available to any party whose breach of any representation or warranty 
or failure to perform or comply with any obligation under this Agreement has 
been the cause of, or resulted in, the failure of the Closing to occur on or 
before such date.

                                      ARTICLE IX

                                       GENERAL

    9.1  Waiver.  Any failure of Buyer, on the one hand, or the Seller, on 
the other, to comply with any of the obligations or agreements set forth in 
this Agreement or to fulfill any condition set forth in this Agreement may be 
waived only by written instrument signed by the other party. No failure by 
any party to exercise, and no delay in exercising, any right hereunder shall 
operate as a waiver of such right, nor shall any single or partial exercise 
of any right hereunder by any party preclude any other or future exercise of 
that right or any other right hereunder by that party. 

    9.2  Notices.  All notices, requests or other communications required or 
permitted hereunder (excluding, however, mail and/or communications covered 
under paragraph 6.2 hereof) shall be given or made in writing and shall be 
(i) delivered personally (including  

                                       -22-

<PAGE>


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 9.2:

         If to Seller, 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 Buyer, to:

              Ambra Inc.
              c/o Hugo Boss USA Inc.
              645 Fifth Avenue
              New York, New York  10022
              Attention:  Graziano DeBoni
              Telecopier:  212/940-0619
 
                                         -23-

<PAGE>

         With a copy to:

              Coudert Brothers
              1627 I Street, N.W.
              Washington, D.C.  20006
              Attention:  Wendy L. Addiss, Esq.
              Telecopier:  202/775-1168

         and

              Howrey & Simon
              1299 Pennsylvania Avenue, N.W.
              Washington, D.C.  20004
              Attention:  Robert M. Bruskin, Esq.
              Telecopier:  202/383-6610

         If to Hugo Boss, to:

              Hugo Boss AG
              12 Dieselstrasse
              72555 Metzingen, Germany
              Attention:  General Counsel
              Telecopier:  49/7123-942018

         With a copy to:

              Coudert Brothers
              (as specified above)

         and

              Howrey & Simon
              (as specified above)

    Any notice, request or other communications 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 of 
notice of such change hereunder to the other parties.

    9.3  No Third Party Beneficiaries.  Neither this Agreement nor any 
provision hereof, nor any document or instrument executed or delivered 
pursuant hereto, shall be deemed to create  

                                    -24-

<PAGE>


any right in favor of or impose any obligation upon any person or entity 
other than Buyer and Seller and their respective successors and assigns.

    9.4  Equitable Remedies.  Seller, on the one hand, and Buyer, on the 
other hand, each acknowledge that it will be impossible to measure in money 
the damages that would be suffered by Buyer and Seller, respectively, if the 
other party fails to comply with the obligations imposed on it pursuant to 
paragraphs 1.1, 3.2, 3.3, 6.1 and 6.2 of this Agreement and that, in the 
event of any such failure, the claiming party will be irreparably damaged and 
will not have an adequate remedy at law.  Each party shall, therefore, be 
entitled to equitable relief, including, without limitation, injunctive 
relief and/or specific performance to enforce such obligations of the other 
party and, if any action should be brought in equity to enforce any 
provisions of this Agreement, neither party shall raise the defense that 
there is an adequate remedy at law.  The parties further agree that 
notwithstanding the provisions of Section 9.12, either party may, in 
accordance with the provisions of this Section 9.4 hereof, seek immediate 
injunctive relief in court prior to the initiation of or pending resolution 
of any dispute in arbitration.  Except as expressly provided in this 
Agreement, all specific remedies provided for in this Agreement are 
cumulative and are not exclusive of one another or of any other remedies 
available at law or in equity. Notwithstanding anything to the contrary set 
forth herein, nothing contained elsewhere in this Agreement, including, 
without limitation, the monetary thresholds set forth in Section 4.9 with 
respect to the definition of "actual harm", shall be deemed to limit in any 
way the availability of equitable relief for any breach of this Agreement.

                                      -25-

<PAGE>


    9.5  Captions and Paragraph Headings.  Captions and paragraph headings 
used in this Agreement are for convenience only and are not a part of this 
Agreement and shall not be used in interpreting or construing it.

    9.6  Entire Agreement.  The making, execution and delivery of this 
Agreement by the parties has been induced by no representations, statements, 
warranties or agreements other than those herein expressed.  This Agreement 
embodies the entire understanding of the parties with respect to the subject 
matter hereof.  Notwithstanding the foregoing, the parties acknowledge that a 
number of different agreements and instruments of which the parties are 
signatory are all being executed simultaneously, as of the Closing Date, with 
this Agreement.  The parties acknowledge that this Agreement or instrument is 
to be interpreted and enforced separately and independently of any other such 
agreement or instrument, and the breach of any such agreement by a party 
shall not affect the rights of such party under this Agreement.  This 
Agreement may be amended or modified only by an instrument of equal formality 
signed by the parties or their duly authorized representatives.  The parties 
have made no representations or warranties not expressly set forth in this 
Agreement.  This Agreement supersedes and terminates all prior discussions, 
negotiations, understandings, arrangements and agreements among the parties 
relating to the subject matter hereof, except as expressly set forth herein. 

    9.7  Counterparts.  This Agreement may be executed in any number of 
duplicate counterparts, each of which shall be deemed an original and all of 
which together shall constitute one and the same instrument.

    9.8  Assignability.  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 

                                    -26-

<PAGE>



the foregoing, Buyer may assign its rights, but not its obligations, under 
this Agreement to any entity under common control with Buyer or to any 
successor in interest to Trademark Assets without the consent of Seller.  Any 
impermissible attempted assignment of this Agreement without such prior 
written consent shall be void as to the other parties to this Agreement.  
Notwithstanding anything to the contrary set forth in this Agreement, Seller 
shall be permitted to assign and transfer Seller's rights under this 
Agreement to any parent, subsidiary or other affiliate of Seller if Seller or 
its successor in interest remains fully liable for the performance of this 
Agreement by such assignee or transferee and indemnifies Buyer with respect 
to any costs and damages Buyer may incur because of such assignment or 
transfer.

    9.9  Expenses.  The parties shall each bear their own expenses in 
connection with the negotiation, execution and delivery of this Agreement and 
the performance of their respective obligations  hereunder.

    9.10 Successors and Assigns.  This Agreement and the provisions thereof 
shall be binding upon and inure to the benefit of the respective successors 
and permitted assigns of the parties hereto.

    9.11 Governing Law.  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 involving issues of foreign trademark law, in which case the 
applicable foreign trademark laws shall be applied.  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  
 
                                       -27-

<PAGE>

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.

    9.12 Arbitration.  Except as provided in paragraph 9.4 above, 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 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 arbitrators 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  

                                    -28-


<PAGE>

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.

    9.13 Confidentiality.  This Agreement, its terms, conditions and 
provisions, and the trade secrets and confidential information of the parties 
are strictly confidential and shall not be disclosed by either party to any 
other person or entity without the prior written consent of the other party, 
or as required by law, (i) except financial institutions (including but not 
limited to investment bankers and underwriters), attorneys and accountants 
with which the parties transact business, provided, however, that such third 
parties agree in writing to abide by the terms of this provision; or (ii) 
except as appropriate for the parties to protect and/or enforce their 
respective trademark rights.  Buyer and Seller further agree that disclosure 
of this Agreement within their organizations shall be limited to their 
respective directors, officers and employees with a "need to know," to carry 
out the purposes of this Agreement, or to protect the rights of either party. 
 Nothing in this provision is intended to prevent or substantially interfere 
with Seller's or its partners', affiliates' or stockholders' ability to make 
all disclosures required by law pursuant to offering and selling stock to the 
public.  Notwithstanding the provisions of this Section, in the event of 
published reports regarding this Agreement or Seller's relationship with 
Buyer or Hugo Boss, Buyer, Hugo Boss and Seller agree to cooperate in good 
faith to provide appropriate public responses and comments and the parties 
shall be free to make accurate public statements which are appropriate to 
correct or clarify the public record. 

                                          -29-


<PAGE>

    IN WITNESS WHEREOF, the parties have duly signed this Agreement the day 
and year first written above.

                             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

                             AMBRA INC.


                             By:  /s/ Jorg-Viggo Muller
                                  ------------------------------------
                                  Name:
                                  Title:



    Hugo Boss AG ("Hugo Boss") hereby irrevocably and unconditionally 
guarantees to Seller the full and timely performance of Buyer's obligations 
to Seller under this Agreement.  Hugo Boss covenants and agrees to indemnify 
and save harmless Seller from and against any damage, liability and expense 
resulting from Buyer's breach of this Agreement.

                             HUGO BOSS AG


                                                                               
                             By:   /s/ Jorg-Viggo Muller
                                 ---------------------------------------
                                  Name:
                                  Title:



                                      -30-



<PAGE>

                      FOREIGN BOSS RIGHTS ACQUISITION AGREEMENT
                                           
                                       EXHIBITS
                                           


Exhibit A                    Trademark Assignments

Exhibit B                    Assumption Agreement

Exhibit C                    Concurrent Use Agreement

Exhibit D                    Foreign Manufacturing Rights Agreement

Exhibit E                    Option Agreement

Exhibit F                    The ICI Note         

Exhibit G                    Note Assumption Agreement  

Exhibit H                    Hugo Boss AG Guaranty

Exhibit I                    Consent Agreement

Exhibit J                    Certain Provisions in Settlement Agreement

Exhibit K                    Form of Release

Exhibit L                    Indemnification Agreement


                                 -31-

<PAGE>

                                                                       FOREIGN
                                       
                                 SCHEDULE 1.1(b)

                                ASSUMED AGREEMENTS

For all of the following agreements to the extent they apply outside the U.S.:

1.   Trademark License Agreement by and between Brookhurst, Inc. and 
     ProGroup, Inc. dated February 1, 1993.

2.   Agreement by and between Brookhurst, Inc. and Boss Manufacturing Company 
     dated January 17, 1994.

3.   Settlement Agreement by and between Brookhurst, Inc. and Bravo 
     Corporation dated January 21, 1997.

4.   Agreement by and between Brookhurst, Inc. and Hi-Tech Golf, Inc. dated 
     July 20, 1994.

5.   Settlement Agreement by and between Brookhurst, Inc. and Le Boss Sports 
     Wear, Inc. dated August 9, 1994.

6.   Settlement Agreement by and between Brookhurst, Inc. and Hassan Nijem 
     d.b.a. W-Two Tees dated March 31, 1995.

7.   Agreement by and between Brookhurst, Inc. and Cooper Industries, Inc. 
     dated July 19, 1993.

8.   Agreement by and between Brookhurst, Inc. and Dayang International, Inc. 
     dated February 28, 1994.

9.   Agreement by and between Brookhurst, Inc. and Dong Jin Trading Co., Inc. 
     dated February 28, 1994.

10.  Agreement by and between The Boss Group Companies and Millie and Sol 
     Friedman dated June 9, 1983.

11.  Stipulation Terminating Opposition by and between Boss Group Companies, 
     Inc. and Levi Strauss & Co. dated June, 1976.

12.  Agreement by and between Brookhurst, Inc., Yogi Enterprises, Inc. and 
     New York Wholesale dated February 21, 1994.

<PAGE>

                                                                      FOREIGN
                                       
                                SCHEDULE 4.3(b)

                        THIRD PARTY CONSENTS AND WAIVERS

Hart-Scott-Rodino approval.

Approval from secured lender, Congress Financial Corporation.

<PAGE>
                                                                      FOREIGN

                              SCHEDULE 4.4(a)

                                LITIGATION


CANADA

Brookhurst, Inc. v. Hugo Boss AG, Hugo Boss Canada Inc., Carrera Optic AG, 
Falke Fashion, Siga Corp., La Seta Mantero, S.p.A., Franz Falke-Rohen 
Strumpffabriken, New Pel, S.p.A., Federal Court of Canada, Court No. T-1333-93

Opposition in the Canadian Trade-Marks Office by Brookhurst, Inc. to the 
registration of the Trade-mark BOSS ELEMENTS, Application Number 766,156, 
owned by Hugo Boss AG

Opposition in the Canadian Trade-Marks Office by Brookhurst, Inc. to the 
registration of the Trade-mark BOSS HUGO BOSS ELEMENTS, Application Number 
766,155, owned by Hugo Boss AG

Opposition in the Canadian Trade-Marks Office by Brookhurst, Inc. to the 
registration of the Trade-mark HUGO HUGO BOSS & DESIGN, Application Number 
740,329, owned by Hugo Boss AG

Opposition in the Canadian Trade-Marks Office by Brookhurst, Inc. to the 
registration of the Trade-mark HUGO HUGO BOSS DESIGN, Application Number 
732,019, owned by Hugo Boss AG

Opposition in the Canadian Trade-Marks Office by Brookhurst, Inc. to the 
registration of the Trade-mark BOSS HUGO BOSS DESIGN, Application Number 
701,377, owned by Hugo Boss AG

Opposition in the Canadian Trade-Marks Office by Brookhurst, Inc. to the 
registration of the Trade-mark BALDESSARINI HUGO BOSS DESIGN, Application 
Number 732,110, owned by Hugo Boss AG


HONG KONG, CHINA AND MACAU

     See attached.


JAPAN

     See attached.


<PAGE>

                                                                      FOREIGN

                                  SCHEDULE 4.4(a)


MEXICO

      Letters received from Merchant & Gould dated August 22 and September 4, 
1997.

<PAGE>


                                       
                         LIST OF HONG KONG PROCEEDINGS
<TABLE>
<CAPTION>
                                         DATE OF CEASE AND       DATE OF WRIT            1996
                                           DESIST LETTER                             ACTION NO.
<S>                                        <C>                  <C>                    <C>

Brookhurst, Inc. vs. Hugo Boss AG          16 August 1996       20 September 1996      10808
                                                                                            
Brookhurst, Inc. vs. Hugo Boss AG          16 August 1996       20 December 1996       14585
and Hugo Boss Hong Kong Limited                                                             
                                                                                            
Hugo Boss AG vs. CAC Garment Ltd.          26 July 1996         24 September 1996      10896
                                                                                            
Hugo Boss AG vs. Chungkuo Chung            26 July 1996         24 September 1996      10897
Fah Co Ltd                                                                                  
                                                                                            
Hugo Boss AG vs. P'NT                                                                       
Merchandising Co Ltd                       13 July 1996         24 September 1996      10898
                                                                                            
Hugo Boss AG and Hugo Boss Hong                                 13 July 1996            8707
Kong Limited vs. Ace Merchandising                                                          
Corp.(a firm)(3rd party)                                                                    
Pro-Knit Mfg. Ltd. (Defendant)                                                              
                                                                                            
Hugo Boss AG vs. Gofar Textiles            13 July 1996         5 August 1996          8857 
Limited

Hugo Boss AG and Hugo Boss Hong                                 Amended                174
Kong Limited vs. Dodge International                            Statement of Claim
Trading Ltd, Dodge Knitting Company                             pursuant to
Ltd, Dodge Trading Ltd (5th to 7th                              Summons dated 9
Defendants);                                                    August 1995
(Sun Cheung Tak Manufacturing Ltd,
Cheung Fat Trading Co. (a firm)(1st
and 4th Defendants); Garment Express
Fashions Co.(a firm)(2nd Defendant);
Hari Sharan (HK) Co. (3rd Defendant);
Wah Kel Garment Co. (a firm)(8th and 
9th Defendants))

Times Trademark Industrial Ltd.            28 October 1996
</TABLE>

<PAGE>

                                       
                            LIST OF MACAU PROCEEDINGS     

<TABLE>
<CAPTION>
                                         DATE OF CEASE AND       DATE OF WRIT            1996
                                           DESIST LETTER                             ACTION NO.
<S>                                        <C>                  <C>                    <C>


Fabrica de Vestuario Best Found            26 July 1996                --
Limitada (received by Eldex Limited
in HK)
</TABLE>

                                       
                          [LIST OF PRC PROCEEDINGS]

<TABLE>
<CAPTION>
                                         DATE OF CEASE AND       DATE OF WRIT            1996
                                           DESIST LETTER                             ACTION NO.
<S>                                        <C>                  <C>                    <C>

[Hugo Boss AG vs. Boss Sportswear          unknown              unknown
(USA), Inc.]

</TABLE>

<PAGE>


                                     JAPAN
                                     -----

              List of All Legal Matters Involving Boss Trademark


TRIALS

------------------------------------------------------------------------------
Trial No.          Our Case
------------------------------------------------------------------------------
554/1993           S7069            Non-Use Cancellation
                                    Trial against Trademark
                                    Reg. No. 695865 "BOSS"
                                    owned by Hugo Boss A.G.
------------------------------------------------------------------------------
555/1993           S7070            Non-Use Cancellation
                                    Trial against Trademark
                                    Reg. No. 695865 "BOSS"
                                    owned by Hugo Boss A.G.
------------------------------------------------------------------------------
564/1993           S7071            Non-Use Cancellation
                                    Trial against Trademark
                                    Reg. No. 2190696 "BOSS"
                                    owned by Hugo Boss A.G.
------------------------------------------------------------------------------
565/1993           S7072            Non-Use Cancellation
                                    Trial against Trademark
                                    Reg. No. 2190696 "BOSS"
                                    owned by Hugo Boss A.G.
------------------------------------------------------------------------------
566/1993           S7073            Non-Use Cancellation
                                    Trial against Trademark
                                    Reg. No. 2190696 "BOSS"
                                    owned by Hugo Boss A.G.
------------------------------------------------------------------------------
567/1993           S7074            Non-Use Cancellation
                                    Trial against Trademark
                                    Reg. No. 2190696 "BOSS"
                                    owned by Hugo Boss A.G.
------------------------------------------------------------------------------
568/1993           S7075            Non-Use Cancellation
                                    Trial against Trademark
                                    Reg. No. 2190696 "BOSS"
                                    owned by Hugo Boss A.G.
------------------------------------------------------------------------------
569/1993           S7076            Non-Use Cancellation
                                    Trial against Trademark
                                    Reg. No. 2197845 "BOSS"
                                    owned by Hugo Boss A.G.
------------------------------------------------------------------------------

<PAGE>

                                                                FOREIGN

                                  SCHEDULE 4.4(b)
                               JUDGMENTS AND ORDERS


See Schedule 4.5.B for references to Levi Strauss & Co.


  

<PAGE>
                                                                        FOREIGN
                                  SCHEDULE 4.5.A

                               CURRENT BOSS LICENSES

LICENSE AGREEMENT dated August 11, 1994 by and between BROOKHURST, INC. and 
I.C. ISAACS & CO., L.P.

TRADEMARK LICENSE AGREEMENT dated February 1, 1993 by and between BROOKHURST, 
INC. and PROGROUP, INC.

TRADEMARK LICENSE AGREEMENT dated August 25, 1992 by and between BROOKHURST, 
INC. and BOSS AMERICA, S.A. DE C.V.: terminated but there are sell-off rights 
in Paragraph Thirteenth of said Agreement.

<PAGE>
                                                                        FOREIGN

                                SCHEDULE 4.5.B                                

                        AGREEMENTS RE USE OF TRADEMARK

1.   Agreement by and between Brookhurst, Inc. and Boss Manufacturing Company
     dated January 17, 1994.

2.   Settlement Agreement by and between Brookhurst, Inc. and Bravo Corporation
     dated January 21, 1997.

3.   Letter to Jeffrey A. Pine, attorney for Enjoylife, Inc. dated April 30, 
     1993.

4.   Agreement by and between Brookhurst, Inc. and Hi-Tech Golf, Inc. dated
     July 20, 1994.

5.   Settlement Agreement by and between Brookhurst, Inc. and Le Boss Sports 
     Wear, Inc. dated August 9, 1994.

6.   Settlement Agreement by and between Brookhurst, Inc. and Hassan Nijem 
     d.b.a. W-Two Tees dated March 31, 1995.

7.   Trademark License Agreement by and between Brookhurst, Inc. and ProGroup, 
     Inc. dated February 1, 1993.

8.   Letter to John F. McKenna, Jr., Esq., attorney for Boss Uniform Service, 
     from Roger A. Browning, attorney for The Boss Group Companies, dated 
     March 20, 1974.

9.   Agreement by and between Brookhurst, Inc. and Cooper Industries, Inc. 
     dated July 19, 1993.

10.  Agreement by and between Brookhurst, Inc. and Dayang International, Inc. 
     dated February 28, 1994.

11.  Agreement by and between Brookhurst, Inc. and Don Jin Trading Co., Inc. 
     dated February 28, 1994.

12.  Agreement by and between The Boss Group Companies and Millie and Sol 
     Friedman dated June 9, 1983.

13.  Letter from William H. Pavitt, Jr., attorney for Boss Group Companies, 
     Inc., to Claude W. Lowe, Esq., attorney for H.D. Lee Company, dated 
     January 13, 1976.

14.  Stipulation Terminating Opposition by and between Boss Group Companies, 
     Inc. and Levi Strauss & Co. dated June, 1976.

<PAGE>

                                                                       FOREIGN
                                       
                                 SCHEDULE 4.5.B

15.  Agreement (undated and unsigned) by and between Boss Group Companies, 
     Inc. and Levi Strauss & Co.

16.  Agreement by and among Brookhurst, Inc., Yogi Enterprises, Inc. and New 
     York Wholesale dated February 21, 1994.

17.  Letter Agreement by and between Brookhurst, Inc. and Reebok 
     International Limited dated May 28, 1993.

18.  Settlement Agreement by and among Brookhurst, Inc., Hugo Boss AG and 
     Stefano Herren Mode dated January 6, 1988.


                                       2

<PAGE>


                                       
                                 SCHEDULE 4.6

                             ALIENATION OF RIGHTS




NONE



<PAGE>

                                                                       FOREIGN

                                       
                                SCHEDULE 5.3(B)

                              THIRD PARTY CONSENTS




NONE



