
<PAGE>

   
                                                            Exhibit 10.11(e)
    


                        FOREIGN MANUFACTURING RIGHTS AGREEMENT

   

    THIS FOREIGN MANUFACTURING RIGHTS AGREEMENT  ("Agreement") is entered 
into and effective as of the 5th day of November, 1997 ("Effective Date"), by 
and between Ambra Inc. a Delaware corporation ("LICENSOR") and I. C. Isaacs & 
Company L.P. ("LICENSEE"), a Delaware limited partnership.

    

                               R E C I T A L S
                                           
    A.   LICENSOR is the successor in interest of I. C. Isaacs & Company L.P. 
which is in turn, the successor-in-interest of Brookhurst, Inc., to certain 
trademark rights outside the United States (as defined below) including in 
the Territory, as defined below, in the word BOSS.

    B.   LICENSEE desires to obtain a license to be able to cause others to 
manufacture such products in the Territory and LICENSOR is willing to license 
such trademarks to LICENSEE for such purpose in accordance with the terms 
hereof.  

    C.   In countries where necessary and appropriate, LICENSOR desires that 
LICENSEE be recorded as a registered user of the Marks (as hereinafter 
defined) in relation to the manufacture of the Licensed Products in the 
Territory.  

    NOW, THEREFORE, in consideration of the mutual agreements set forth in 
this Agreement, the parties agree as follows:

1.  DEFINITIONS

         For purposes of this Agreement, the following terms shall have the 
meanings set forth below:

    a.   "Mark" or "Marks" shall mean the trademarks BOSS and the stylized 
B (as set forth on Exhibit A attached hereto) whether used alone or in 
combination with other words, phrases or designs, with the appearance and/or 
style of the said trademark in compliance with the provisions of Exhibit A. 

    b.   "Property" shall mean the intellectual property rights which 
LICENSOR deems, in its sole reasonable discretion, to be desirable or 
necessary for LICENSEE to enjoy the fruits of the license granted herein and 
which are or become primarily associated with the Marks.  Such Property shall 
include, but not be limited to, certain titles, trademarks and names, as well 
as any of the following used in connection with or as identifiers of the 
Marks: fabrics, styles, designs, and colors other than those which are 
standard or traditional in the industry; logos, symbols, copyrights, art 
work, inventions (patentable or unpatentable), confidential information, 
trade secrets, patents and pending patent applications.

----------------------
* Text omitted pursuant to a request for confidential treatment and filed 
  separately with the Securities and Exchange Commission.

<PAGE>


    c.   "Licensed Product" or "Licensed Products" shall mean solely the 
products specified in Exhibit B attached hereto bearing Marks in compliance 
with Exhibit A. 

    d.   "Territory" or "Licensed Territory" shall mean any and all countries 
listed on Exhibit C.

    e.   "United States" shall mean the United States of America, its 
territories, possessions and commonwealths, except Saipan and American Samoa. 
"United States" includes, without limitation, Puerto Rico.  

    f.   "Territory Net Sales" shall mean the amount invoiced by or on behalf 
of LICENSEE to third parties with respect to the Licensed Products 
manufactured by or on behalf of LICENSEE in the Licensed Territory minus bona 
fide trade, quantity and early payment discounts actually taken, actual 
returns, shipping costs specifically itemized as such, uncollectible amounts 
actually written off as bad debt by LICENSEE and sales or excise taxes (if 
any) payable by LICENSEE in respect of and attributable directly and solely 
to sales of such Licensed Products, provided that each such item is indicated 
separately and appears clearly separate from product price; provided further 
that for purposes of Territory Net Sales calculations uncollectible amounts 
shall not exceed one half of one percent (0.5%) of Territory Net Sales 
(including uncollectible amounts) for which LICENSEE is obligated to pay a 
royalty.  No costs incurred in the manufacture, sale, distribution, 
advertisement or promotion of such Licensed Products shall be deducted from 
the gross sales amounts or from any royalty payable to LICENSOR by LICENSEE.  
Any sales or transfers of Licensed Products made by LICENSEE to any person or 
entity that does not deal at arm's length with LICENSEE shall be computed, 
for the purpose of determining Territory Net Sales, at an amount equal to the 
price at which LICENSEE would have invoiced or charged purchasers which deal 
at arm's length with LICENSEE, unless otherwise agreed to by LICENSOR in 
writing. 

    g.   "Total Net Sales" shall mean the amount invoiced to third parties by 
or on behalf of LICENSEE with respect to all products bearing a BOSS mark 
minus bona fide trade, quantity and early payment discounts actually taken, 
actual returns, shipping costs specifically itemized as such, uncollectible 
amounts actually written off as bad debt by LICENSEE and sales or excise 
taxes (if any) payable by LICENSEE in respect of and attributable directly 
and solely to sales of Licensed Products, provided that each such item is 
indicated separately and appears clearly separate from product price; 
provided further that for purposes of Total Net Sales calculations 
uncollectible amounts shall not exceed one half of one percent (0.5%) of 
Total Net Sales (including uncollectible amounts) of all products bearing a 
BOSS mark.  No costs incurred in the manufacture, sale, distribution, 
advertisement or promotion of such products shall be deducted from the gross 
sales amounts or from any royalty payable to LICENSOR by LICENSEE.  Any sales 
or transfers of such products made by LICENSEE to any person or entity that 
does not deal at arm's length with LICENSEE shall be computed, for the 
purpose of determining Total Net Sales, at an amount equal to the price at 
which LICENSEE would have invoiced or charged purchasers which deal at arm's 
length with LICENSEE, unless otherwise agreed to by LICENSOR in writing. 

                                          2
<PAGE>


2.  RIGHTS GRANTED

    a.   LICENSEE acknowledges that LICENSOR owns, pursuant to that certain 
Foreign Boss Rights Acquisition Agreement between LICENSOR and LICENSEE dated 
September 30, 1997 any and all trademark rights relating to the word BOSS 
within the Licensed Territory that BROOKHURST transferred to LICENSEE 
pursuant to that certain Worldwide Rights Acquisition Agreement between 
LICENSEE, BROOKHURST and William Ott dated September 30, 1997.  LICENSEE 
acknowledges that it does not own, or purport to own, any trademark rights 
relating to the word BOSS in the Licensed Territory. Unless specifically 
stated to the contrary, the provisions of this Agreement relate solely to use 
of the Marks within the Licensed Territory and are not intended to apply to 
LICENSEE'S activities in the United States.

    b.   LICENSOR hereby grants to LICENSEE, and LICENSEE accepts, upon the 
terms and conditions set forth herein, a limited, nonexclusive right and 
license to use, and to cause and permit third-party manufacturers 
("Designated Manufacturer(s)") to use, the Marks solely in connection with 
the manufacture of Licensed Products, labels, displays, and other materials 
used in connection with the Licensed Products within the Territory for sale 
solely to LICENSEE.  The license and rights granted to LICENSEE under this 
Agreement are sometimes referred to herein as the "Licensed Rights."

    c.   LICENSEE shall require that the Designated Manufacturer(s) perform 
all obligations ascribed to such Designated Manufacturer(s) under this 
Agreement, including but not limited to those obligations listed in Section 
2.c. (i-xxii), and shall, within sixty (60) days of the effective date of 
this Agreement, require each Designated Manufacturer(s) to enter into a 
binding written agreement (whether by purchase order or otherwise) with 
LICENSEE, under which each such Designated Manufacturer(s) agrees to 
undertake the following obligations: 

         (i)  The Designated Manufacturer(s) shall manufacture Licensed 
Products only for and sell Licensed Products only to LICENSEE.  

         (ii) The Designated Manufacturer(s) shall not manufacture any 
product bearing the Marks or any trademarks confusingly similar to the Marks, 
other than Licensed Products.  

         (iii) The Designated Manufacturer(s) shall not use the name BOSS on 
any corporate, partnership or other trade name or as a form of entity 
identification. 

         (iv) The Designated Manufacturer(s) shall modify or terminate use of 
the Marks if requested to do so by LICENSEE pursuant to Section 2.g. herein. 

         (v)  The Designated Manufacturer(s) shall not use the Marks in the 
Territory in any manner other than as expressly set forth in this Agreement. 

         (vi) The Designated Manufacturer(s) shall, following termination of 
its agreement with LICENSEE, terminate any and all uses of the Marks in the 
Territory.

                                          3
<PAGE>

         (vii) The Designated Manufacturer(s) shall (A) provide LICENSEE with 
a list of all locations in which the Designated Manufacturer manufactures, 
processes or stores Licensed Products, which list from time to time shall be 
updated promptly with additional such locations as they are utilized, and (B) 
provide reasonable access at each and every such location to LICENSEE and 
LICENSOR; provided, however, that this provision does not apply to the 
initial order placed with any Designated Manufacturer where the order does 
not exceed 24,000 units.  LICENSOR shall provide LICENSEE with notice and 
opportunity to participate in any inspection under this provision provided 
LICENSOR decides, in its sole discretion, that to do so would not impair or 
hinder the purpose or effectiveness of any such inspection.

         (viii) The Designated Manufacturer(s) shall comply with all 
applicable labeling and other laws affecting the manufacture, storage, 
shipment, labeling and sale of Licensed Products pursuant to the terms of 
this Agreement, and at all times otherwise conduct its activities under its 
agreement with LICENSEE in a lawful manner.  

         (ix) The Designated Manufacturer(s) shall permit LICENSOR, LICENSEE 
and their respective agents and representatives to conduct audits with 
respect to the books, records and all other documents and materials in the 
possession or under the control of the Designated Manufacturer(s) relating to 
the Licensed Products and its agreement with LICENSEE. 

         (x)  The Designated Manufacturer(s) shall use the trademark and 
copyright notices required by LICENSEE in connection with the Marks.  

         (xi) The Designated Manufacturer(s) shall acknowledge that the Marks 
are owned solely and exclusively by LICENSOR and Hugo Boss AG and will not at 
any time represent that it has any title or right of ownership in the Marks. 

         (xii) The Designated Manufacturer(s) shall acknowledge that 
materials related to its agreement with LICENSEE and uniquely and 
specifically associated with the Marks and/or the Licensed Products 
(collectively "Works"), whether developed solely by such Designated 
Manufacturer(s) or jointly with others, may qualify for copyright protection 
under applicable local laws.  The Designated Manufacturer(s) shall agree that 
such works are to be deemed works "made for hire" for the benefit of LICENSOR 
and that if such works, by operation of law or otherwise, are not works "made 
for hire", such Designated Manufacturer(s) shall agree (A) to assign to 
LICENSOR any or all of such Designated Manufacturer(s)' right, title and 
interest in the copyright in such works throughout the world, and (B) not to 
seek or obtain registration of such copyright in its own name.

         (xiii) The Designated Manufacturer(s) shall agree not to seek or 
obtain any registration of the Marks or any trademark confusingly similar 
thereto in any name or participate directly or indirectly in such 
registration without prior written permission of LICENSOR and LICENSEE. 

                                          4
<PAGE>

         (xiv) In the event the Designated Manufacturer(s) has obtained or 
obtains in the future in the Territory, any right, title or interest in the 
Marks, or in any other trademark or service mark owned by LICENSOR, the 
Designated Manufacturer(s) shall execute any and all instruments deemed by 
LICENSOR and/or its attorneys or representatives to be necessary to transfer 
such right, title or interest to LICENSOR.

         (xv) The Designated Manufacturer(s) shall not take any action which 
may in any way impair the rights of LICENSOR in the Marks, including, without 
limitation, challenging or opposing, or raising or allowing to be raised, 
either during the term of its agreement with LICENSEE or after its 
termination, on any grounds whatsoever, any questions concerning, or 
objections to, the validity of the Marks or LICENSOR'S rights therein, or any 
other trademarks or service marks owned by LICENSOR containing the word BOSS 
in any manner.

         (xvi) The Designated Manufacturer(s) shall reasonably assist 
LICENSOR in obtaining and/or maintaining registration for the Licensed Rights 
including, without limitation, by providing information regarding the Marks 
and samples of the Licensed Products. 

         (xvii) The Designated Manufacturer(s) shall appoint LICENSOR as its 
respective attorney-in-fact for the limited purpose of executing any and all 
documents and performing any and all other acts necessary to give effect and 
legality to the provisions of this Section 2 of this Agreement. 

         (xviii) The Designated Manufacturer(s) shall not grant, assign, 
sublicense or otherwise convey or transfer any rights inuring to such 
Designated Manufacturer or any obligations or duties owed by such party to 
LICENSEE or LICENSOR under this Agreement without the prior written consent 
of LICENSEE, and any attempted transfer or assignment shall be null and void. 

         (xix) The Designated Manufacturer(s) shall cooperate with and assist 
LICENSOR in protecting and defending the Marks, and shall promptly notify 
LICENSEE in writing of any infringements, claims or actions by others in 
derogation of the Marks in the Territory of which it becomes aware; provided, 
however, that LICENSOR shall have the sole right to determine whether any 
action shall be taken on account of such infringements, claims or actions.  
The Designated Manufacturer(s) shall not take any action on account of any 
such infringement, claim or action without the prior written consent of 
LICENSOR.  

         (xx) In the event LICENSOR initiates or defends any legal 
proceedings on account of any infringements, claims or actions by others in 
derogation of the Licensed Rights, the Designated Manufacturer(s) shall 
cooperate with and assist LICENSOR to the extent reasonably necessary to 
protect the Licensed Rights including, but not limited to, being joined as a 
necessary party to such proceedings.  Any such legal proceedings which do not 
result from LICENSEE'S breach of this Agreement or the Designated 
Manufacturer's breach of its agreement with LICENSEE shall be initiated or 
defended by LICENSOR; provided, however, that under no circumstances shall 
LICENSOR be responsible for the costs or expenses incurred 

                                          5
<PAGE>

by the Designated Manufacturer(s) in any such legal proceeding in which it 
elects to be represented by its own counsel.  

         (xxi) The Designated Manufacturer(s) shall obtain all government 
approvals and registrations which are required under the laws of the 
Territory as a result of the Designated Manufacturer(s) activities in 
connection with its contract with LICENSEE and to pay any taxes or fees 
required by any such foreign government as a result of its activities under 
its contract with LICENSEE.  

         (xxii) In the manufacture of Licensed Products, the Designated 
Manufacturer(s) shall not employ children under fourteen (14) years of age. 

    d.   Beginning sixty (60) days after the Effective Date of this 
Agreement, LICENSEE shall not authorize any third party to manufacture 
Licensed Products in the Territory unless and until such third party executes 
a binding written agreement (by purchase order or otherwise) with LICENSEE 
containing all of the obligations listed above in Section 2.c. (i-xxii).  
LICENSEE shall take reasonable steps to monitor each Designated 
Manufacturer's compliance with its obligations under its agreement with 
LICENSEE.  If any such Designated Manufacturer(s) fails to comply with any of 
the foregoing obligations listed above in Section 2.c. (i-xxii), LICENSEE, 
upon having acquired knowledge thereof, shall immediately notify LICENSOR 
thereof and of the steps being taken to obtain compliance by such Designated 
Manufacturer(s) with such obligations.  If any such failure to comply 
constitutes a material breach of the Designated Manufacturer's obligations to 
LICENSEE as listed above in Section 2.c. (i-xxii), LICENSEE shall, at the 
request of LICENSOR, also terminate its business dealings with such 
Designated Manufacturer as soon as commercially feasible; provided, however, 
that as of the date LICENSEE acquires knowledge of any such breach, LICENSEE 
shall not enter into any new manufacturing agreements or place any additional 
orders with such noncomplying Designated Manufacturer without the written 
consent of LICENSOR; provided further that such termination shall not relieve 
LICENSEE of its obligations to continue to enforce its rights against such 
Designated Manufacturer for breach of its obligations or LICENSEE's indemnity 
obligations to LICENSOR under this Agreement.

    e.   LICENSEE shall bear all costs and expenses associated with or 
incurred by it in carrying out its obligations under Sections 2.c. and 2.d. 
above.

    f.   Notwithstanding Section 2.b. above, LICENSEE may manufacture or 
cause others to manufacture the Licensed Products within the Licensed 
Territory subject to the terms and restrictions contained in this Section.  
The parties agree that they will amend Exhibit C to include countries listed 
in Exhibit C1 upon (or as soon thereafter as is practicable) the issuance to 
HUGO BOSS AG, or its designee, in each such country, of trademark 
registration(s) for the word BOSS for use on products listed in Exhibit B, 
Section I, as modified by Section II; provided, however, that any such 
amendment shall conform to and be limited by the scope of any such trademark 
registration obtained.  In those countries listed in Exhibit C1 where HUGO 
BOSS AG presently has no trademark application(s) pending, LICENSOR agrees, 
upon the 

                                          6
<PAGE>


written request of LICENSEE, to cause HUGO BOSS AG to make such application, 
and to take appropriate steps to prosecute such application and LICENSEE 
agrees to reimburse HUGO BOSS  AG for fifty percent (50%) of the costs, 
including attorney's fees and filing fees, of obtaining such registration.  
The parties agree that they will amend Exhibit C to include each country 
listed on Exhibit C2 when the later of the following two events occurs (or as 
soon thereafter as is practicable):  (1) the issuance to HUGO BOSS AG or its 
designee, of trademark registrations for the word BOSS for use on products 
listed in Exhibit B, Section I, as modified by Section II, or (2) the 
resolution to the satisfaction of HUGO BOSS AG of pending disputes among 
third parties.  At any time after the execution of this Agreement, LICENSEE 
may notify LICENSOR of countries other than those referenced in Exhibits C, 
C1 and C2 in which LICENSEE desires to manufacture Licensed Products.  
LICENSOR shall consider such a request in good faith, and consistent with the 
principles incorporated above relating to the countries listed in Exhibit C.  
If LICENSOR agrees to any such request, LICENSOR and LICENSEE will either 
amend this Agreement, or execute a separate manufacturing rights agreement 
upon mutually agreeable terms as set forth above.  The parties agree to 
execute individual Manufacturing Rights Agreements for any country on Exhibit 
C, if required by the laws or regulations of that country or to protect the 
Mark.  LICENSEE shall only manufacture or cause others to manufacture 
Licensed Products in those countries identified in Exhibit C or any other 
country as may be later agreed upon pursuant to this section; provided, 
however, that nothing in this subsection 2.f. shall prevent LICENSEE from 
manufacturing goods in the United States pursuant to its own trademark 
rights.  

    g.   Notwithstanding Section 2.b. hereof, neither LICENSEE nor the 
Designated Manufacturer(s) shall have the right to use the Marks in the 
Licensed Territory in any manner that conflicts with the rights of any third 
party.  For purposes of this Section 2.g., the term "third party" shall not 
include any natural person under control of LICENSOR, any entity owned by, 
controlled by, or affiliated with LICENSOR, any natural person or entity that 
owns or controls LICENSOR, or any entity with whom LICENSOR enters into an 
agreement relating to, or creating, the rights that conflict with LICENSEE'S 
rights hereunder. If the use of the Marks on any or all of the Licensed 
Products conflicts with the rights of any third party, or if a third party 
makes a bona fide claim alleging such a conflict, LICENSEE agrees to 
immediately terminate or modify such use in accordance with LICENSOR'S 
reasonable instructions, and LICENSEE shall have no right of damage or offset 
in connection with this Agreement.  In the event LICENSEE fails to terminate 
or modify such use, as reasonably directed by LICENSOR, LICENSOR may 
terminate this Agreement under the provisions of Section 15 below as to such 
country in which the rights of the third party exists or with respect to 
which a bona fide claim has been made without limiting LICENSOR'S other 
rights and remedies hereunder or at law or in equity.  LICENSEE shall 
indemnify and hold harmless LICENSOR for all damages, including attorney's  
fees and costs incurred in any action or claim brought against LICENSOR by 
such third party arising out of LICENSEE's actions under this Agreement.  
LICENSOR agrees that neither it nor HUGO BOSS AG shall grant to any third 
party an exclusive license for the manufacture of products listed on Exhibit 
B, Section I, as modified by Section II, bearing a BOSS mark.

                                          7
<PAGE>


    h.   LICENSEE acknowledges that it is often difficult to obtain clear, 
registered title to trademarks and other intellectual property rights. 
Accordingly, LICENSOR makes no representation whatsoever concerning any 
rights, interest, information, agreements, restrictions or other matters 
relating to the BOSS marks acquired by LICENSOR from LICENSEE under the 
Foreign Rights Agreement, and LICENSEE agrees that the rights granted herein 
exist only to the extent that LICENSOR owns such rights and no warranty, 
express or implied, is made with respect thereto or with respect to the 
rights of any third parties that may conflict with the rights granted herein. 
 LICENSOR warrants that the agreements listed on Exhibit D hereto are the 
only agreements known to LICENSOR or HUGO BOSS AG which impose or may impose 
restrictions on LICENSEE'S ability to manufacture Licensed Products in the 
Territory.

    i.   LICENSOR shall obtain from HUGO BOSS AG throughout the term of this 
Agreement a license of such of its rights (if any) relating to the 
manufacture of the Products under the Marks as it possesses in the Territory 
such that LICENSOR may sublicense said rights (if any) to LICENSEE to the 
extent described in the grant of rights set forth in Section 2.a. and .b. 
hereof, and LICENSOR hereby acknowledges that it is sublicensing said rights 
to LICENSEE under said Section 2.a. and .b.

    j.   LICENSEE makes no representations and warranties to LICENSOR 
hereunder with respect to the Marks, including, without limitation, any 
matter relating to the existence, validity or enforceability of the Marks 
acquired by LICENSEE from BROOKHURST Inc.

    k.   LICENSOR makes no representations and warranties to LICENSEE 
hereunder with respect to the Licensed Marks, whether such Marks were derived 
from the purchase by LICENSOR from LICENSEE (and ultimately from BROOKHURST) 
or derived by license from HUGO BOSS  AG.

3.  TRANSFER AND OWNERSHIP OF PROPERTY

    a.   LICENSEE agrees that, during the term of this Agreement, it shall 
not use the Marks in the Territory in any manner other than as expressly set 
forth in this Agreement.  

    b.   LICENSEE agrees that LICENSOR is and shall be the sole owner of all 
items of Property.  Subject to the express requirements of Exhibit A, Exhibit 
B and Exhibit C of this Agreement, the parties agree that LICENSOR shall have 
no right to prevent LICENSEE from using, during or after the term of this 
Agreement, any fabrics, styles, designs and colors that are standard or 
traditional in the industry or not primarily associated with the Licensed 
Rights. 

    c.   Following termination of this Agreement, LICENSEE agrees that it 
will terminate any and all use of the Marks in the Territory, except as 
otherwise expressly provided in this Agreement. 

                                          8
<PAGE>

4.  QUALITY STANDARDS AND INSPECTION

    a.   The parties acknowledge and agree that great value is placed on the 
Marks and the goodwill associated therewith, that the consuming public and 
the industry now associate the Marks with products of consistently high 
quality, and that the terms and conditions of this Agreement are necessary 
and reasonable to assure the consuming public and the industry that all 
Licensed Products sold hereunder are of the same consistently high quality as 
Licensed Products previously sold by LICENSEE.  Accordingly, LICENSEE agrees 
that all Licensed Products manufactured hereunder shall be substantially 
equivalent, in terms of quality, to the products manufactured by LICENSEE for 
sale during the Spring and Fall 1996 seasons. LICENSOR acknowledges that the 
products bearing the word BOSS manufactured by LICENSEE for sale during the 
1996 Spring and Fall seasons were of sufficiently high quality standards as 
required by this paragraph.  If any Licensed Products fail to conform to the 
aforementioned quality standards, upon notification from LICENSOR, LICENSEE 
shall discontinue any and all manufacture, shipments and distribution of such 
non-conforming Licensed Products.  For purposes of this Agreement, the 
parties acknowledge that the quality standards apply only to the sewing, 
construction and fabric of the Licensed Products.

    b.   Within forty-five (45) days after the Effective Date of this 
Agreement, LICENSEE shall notify LICENSOR, in writing, of the identities of 
each Designated Manufacturer(s) (including full business name and address), 
and the locations of all manufacturing, processing and storage facilities in 
the Territory in which the LICENSEE or the Designated Manufacturer(s) is 
manufacturing, processing or storing or intends to manufacture, process or 
store Licensed Products which is currently manufacturing Licensed Products 
for LICENSEE in the Territory.  Within thirty (30) days of placing any order 
for the manufacture of any Licensed Products with a Designated Manufacturer 
not previously identified to LICENSOR, LICENSEE shall notify LICENSOR, in 
writing, of the identity of such new Designated Manufacturer, (including full 
business name and address) and within thirty (30) days after placing any 
order (other than an initial order for 24,000 units or less) with any such 
Designated Manufacturer, the locations of all manufacturing, processing and 
storage facilities in the Territory in which the LICENSEE or the Designated 
Manufacturer is manufacturing, processing or storing or intends to 
manufacture, process or store Licensed Products.  LICENSEE shall, from time 
to time, provide LICENSOR promptly with additional such locations as they are 
utilized.  LICENSOR and its representatives may from time to time, during all 
reasonable business hours and with prior reasonable notice to LICENSEE, 
inspect the operations and facilities of LICENSEE, the Designated 
Manufacturer(s) and their agents with respect to performance under this 
Agreement. 

    c.   LICENSEE agrees that it shall comply with all applicable labeling 
and other laws affecting the manufacture, storage, shipment, labeling and 
sale of the Licensed Products pursuant to the terms of this Agreement, and at 
all times otherwise conduct its activities under this Agreement in a lawful 
manner.  

                                          9
<PAGE>


    d.   The parties agree that they will not, without the written consent of 
the other, knowingly seek to obtain products from each other's manufacturers 
in the Territory or otherwise interfere in each other's lawful relationships 
with any manufacturers in the Territory.

    e.   In order to ensure that LICENSOR is fully aware of all products 
LICENSEE may manufacture in the Territory, beginning with product development 
for the presentation to the trade beginning in February 1998, LICENSEE shall 
not sell or distribute any Licensed Product manufactured, sold or distributed 
anywhere in the world, unless and until a prototype or a Computer Assisted 
Design ("CAD") which displays clearly and fully each and every use of the 
Mark on such product has been offered to LICENSOR for inspection.  LICENSEE 
shall notify LICENSOR when such prototypes or CADs are available for 
inspection at LICENSEE's offices in New York ("Notification of Prototype 
Availability") and LICENSOR shall, within ten (10) business days complete its 
inspection.  At the inspection, or at an inspection to be held within fifteen 
(15) business days after receipt by LICENSOR of CADs as provided for below, 
LICENSEE shall make available representative samples of tags, labels, 
packaging (including cartons, containers, and wrapping or packing material) 
and other advertising, promotional or display materials or stationery, sale, 
documents and other items bearing or using the Mark.  LICENSOR shall, within 
five (5) business days of implementing its inspection, notify LICENSEE in 
writing of any product that LICENSOR believes fails to meet the terms and 
conditions of this Agreement including the standards set forth in Exhibit A 
("Disputed Garments"). To the extent LICENSEE intends to rely upon CADs, 
LICENSEE may, at its option, ship such CADs to LICENSOR for its review.  
Under these circumstances, LICENSOR shall, within ten (10) business days of 
receipt of such materials, notify LICENSEE in writing of any Disputed 
Garments.  In the event there are Disputed Garments, LICENSOR and LICENSEE 
shall then meet to resolve any differences concerning such Disputed Garment 
and if, after five (5) business days, no resolution has been reached, the 
matter may be submitted to arbitration according to the procedures set forth 
in Exhibit H1.  Pending resolution of any such arbitration, LICENSEE shall 
not manufacture, distribute or sell any such Disputed Garments.  LICENSOR's 
failure to approve or disapprove any such prototype or CAD, within thirteen 
(13) business days of notification shall be deemed approval of such prototype 
or CAD.  LICENSEE shall provide LICENSOR with a set of prototype garments, 
CADs or salesperson's samples of each such garment, each in typical or 
representative color, and each accompanied by a list of colors (by references 
to Pantone or other technical specification) expected to be used in 
production, within ten (10) business days of Notification of Prototype 
Availability.  Subject to the express requirements of Exhibit A and Exhibit 
B, nothing in this Agreement is intended to give LICENSOR any rights to 
approve or specify the apparel styling, design, patterns, art work or colors 
of Licensed Products.

    f.   Beginning with product development for the presentation to the trade 
in February 1998, LICENSEE shall adhere to all prototypes, or CADs reviewed 
by LICENSOR.  Any minor departure or variance from such prototypes or CADs as 
to any of the requirements or limitations in Exhibit A and Exhibit B, 
including but not limited to any change of logo design, must receive the 
prior written approval of LICENSOR, which shall not be unreasonably withheld. 
 Prior to receipt of LICENSOR'S approval, LICENSEE may, solely at its own 
risk and without prejudice 

                                          10
<PAGE>

to LICENSOR, take orders for and/or manufacture such Licensed Products.  
Should a dispute arise between the parties over such products requiring 
arbitration, the parties agree that the arbitrator shall not be advised that 
such garments have been manufactured or that orders have been placed or taken 
therefor. 

    g.   LICENSEE shall notify LICENSOR in writing regarding any change to 
LICENSEE's business that would materially affect the rights, obligations and 
benefits of LICENSOR under this Agreement.  LICENSOR shall notify LICENSEE in 
writing regarding any change to LICENSOR's or HUGO BOSS  AG's business that 
would materially affect the rights, obligations and/or benefits of LICENSEE 
under this Agreement.

    h.   Subject to the provisions of Section 5.c., LICENSEE agrees not to 
manufacture, export, import, ship or distribute from or to any Licensed 
Territory, nor give its permission to any third party to manufacture, export, 
import, ship or distribute from or to any Licensed Territory, Substandard 
Licensed Products without the prior written approval of LICENSOR.  
Substandard Licensed Products shall be defined as damaged or defective 
merchandise, irregulars, raw material seconds, made-up merchandise, and any 
products not meeting the quality standards set forth in Section 4.a. above or 
the logo standards set forth in Exhibit A. Nothing in this Agreement is 
intended to prevent LICENSEE from manufacturing or selling seconds and 
irregulars in the normal and ordinary course of business, consistent with the 
past practices of LICENSEE in this regard. 

    i.   Upon LICENSOR'S written request, LICENSEE shall furnish without cost 
to LICENSOR a reasonable number of random production samples per year of each 
Licensed Product being manufactured by or on behalf of LICENSEE hereunder, 
together with samples of each tag, label, carton, container and packing or 
wrapping material used in connection therewith. 

    j.   LICENSEE shall submit to LICENSOR any trademark, service mark, logo 
or name which is to be used in connection with the Licensed Rights other than 
those referenced in Exhibit A. LICENSOR shall have the right, in its sole 
reasonable discretion, to refuse to permit the use of any such trademarks, 
service marks, logos or names.

    k.   LICENSEE shall not use the stitching designs for clothing pockets as 
depicted in Exhibit E on jeans, trousers, shirts, skirts, dresses, shorts, 
overalls, jackets, hats or vests or manufacture or distribute any Licensed 
Products using any pocket stitching design which infringes the designs set 
forth in Exhibit E.  Prior to use, LICENSEE may submit to LICENSOR for 
approval other stitching designs for use on clothing pockets on such 
garments.  In the event LICENSEE elects not to submit stitching to LICENSOR 
for approval LICENSEE shall indemnify, defend and hold harmless LICENSOR from 
and against any and all claims, liabilities and expenses, including 
reasonable attorney's fees, disbursements and other charges relating to 
LICENSEE's use of such unapproved stitching designs. 

                                          11
<PAGE>


    l.   LICENSOR and its representatives may, from time to time during all 
reasonable business hours and with prior reasonable notice to LICENSEE, 
inspect the operations and facilities of LICENSEE with respect to this 
Agreement. 

5.  TERM

    a.   This Agreement shall continue in full force and effect until 
December 31, 2001, when it shall terminate, unless renewed in accordance with 
the terms below, or unless terminated sooner in accordance with the terms and 
conditions set forth in this Agreement.  

    b.   LICENSEE may, at it sole option, renew this Agreement for a period 
of three (3) additional years commencing on January 1, 2002, and ending 
December 31, 2004, if LICENSEE provides written notice of its intention to 
extend by no later than June 30, 2001.  LICENSEE may, at its sole option, 
extend the term of this Agreement for an additional three (3) year period 
commencing on January 1, 2005, and ending on December 31, 2007, if LICENSEE 
provides written notice of its intention to extend by no later than June 30, 
2004.  

    c.   With respect to the limitations on the use of the Mark described in 
Exhibit A, LICENSEE shall begin to phase some of the limitations into its 
product line beginning with products produced by or for LICENSEE after 
January 1, 1998. Thereafter, fifty percent (50%) of the products bearing the 
Marks produced by or for LICENSEE during the period August 1, 1998 through 
December 31, 1998 (as measured by the number of styles) must comply 
therewith.  LICENSEE agrees to use its reasonable efforts to ensure that 
fifty percent (50%) of its projected volume of such goods comply with the 
limitations described in Exhibit A. LICENSEE shall be in full compliance with 
Exhibit A for all products bearing the Marks produced on or after December 
31, 1998 and thereafter may not manufacture or produce 
any products bearing the Marks which are not in full compliance with Exhibit 
A.

6.  LICENSE FEE AND ROYALTIES

    a.   LICENSEE agrees to pay to LICENSOR a royalty on Licensed Products 
manufactured in the Territory by or on behalf of LICENSEE in accordance with 
Exhibit F attached hereto.  Each year during the initial term of this 
Agreement, annual royalties shall be paid as follows:  in anticipation of 
substantial total annual royalties, and to be credited against the royalties 
otherwise payable hereunder, four equal installments of one million dollars 
($1,000,000), each within thirty (30) days after the end of each three month 
period ending March 31, June 30, September 30 and December 31, the first such 
payment being due on April 30, 1998 and within thirty (30) days of the end of 
each year of this Agreement, any remaining royalties due under Exhibit F 
("Annual Royalty Payment").  For each year during any of the option terms of 
this Agreement royalty payments shall be based on actual sales as calculated 
in accordance with Exhibit F payable quarterly and due within thirty (30) 
days after the end of each three month period ending March 31, June 30, 
September 30 and December 31.

                                          12
<PAGE>


    b.   LICENSEE agrees (i) to generate Territory Net Sales for each year 
during which this Agreement is in force as specified in Exhibit F1 and (ii) 
for each such year in which such sales exceed these minimum amounts, to pay 
royalties as if its Territory Net Sales are at least equal to ninety-five 
percent (95%) of Total Net Sales. * Once LICENSEE's cumulative payment of 
royalties under this Agreement and interest payable to LICENSOR under the 
Secured Limited Recourse Promissory Note ("Note") between LICENSOR and 
LICENSEE ("interest") exceed, respectively * paid in at any time during the 
entire term of this Agreement, then (i) LICENSEE's covenant under Section 
6.b.(i) above shall cease to have effect for the term in question, and (ii) 
royalties thereafter shall be paid to LICENSOR in accordance with Exhibit F 
as stated in Section 6.a. and 6.b(ii) above.

    c.   At the time of each Annual Royalty Payment, LICENSEE shall provide 
to LICENSOR a written statement illustrating the calculation of the payment 
due and the volume of all sales for each product covered by Exhibit B, 
Section I, as modified by Section II. The statement should be certified by an 
officer of LICENSEE to be complete and accurate and shall set forth a 
detailed accounting of the aggregate amount of Territory Net Sales and Total 
Net Sales of all Licensed Products shipped during the contract year.  
LICENSOR may provide, in its sole and reasonable discretion, a statement 
form, and LICENSEE agrees to supply the information requested on such form.  
The parties agree that the form attached hereto as Exhibit F2 is acceptable.  
In the event LICENSEE's Territory Net Sales do not equal or exceed 
ninety-five percent (95%) of its Total Net Sales, LICENSEE may provide 
detailed sales information only of its Total Net Sales.

7.  PAYMENT TERMS

    a.   Without limiting LICENSOR's right to terminate this Agreement under 
Section 15, below, in the event that LICENSEE fails to make timely payments 
to LICENSOR under this Agreement, LICENSEE shall pay to LICENSOR on demand 
the amounts due with interest at the rate of one and one-half percent (1.5%) 
per month from the due date until paid.  If this rate exceeds the maximum 
interest rate allowable by law, then interest shall accrue at the maximum 
rate allowable by law.

    b.   All payments required under this Agreement shall be in U.S. Dollars 
and made payable to the order of "Ambra, Inc."

    c.   Acceptance by LICENSOR of any payments under this Agreement shall 
not prevent LICENSOR at any later date within thirty-six (36) months from the 
date of any payment from disputing the amount owed or from demanding more 
information from LICENSEE regarding payments finally due, and such acceptance 
of any payment by LICENSOR shall not 

                                          13
------------
* Text omitted pursuant to a request for confidential treatment and filed 
  separately with the Securities and Exchange Commission.

<PAGE>

constitute a waiver of any breach of any term or provision of this Agreement 
by LICENSEE if any such breach shall have occurred.  Payment by LICENSEE of 
any payments under this Agreement shall not prevent LICENSEE within twelve 
(12) months from the date of such payment from disputing the amount owed or 
from demanding from LICENSOR the repayment of any amounts overpaid by 
LICENSEE; provided, however, that LICENSEE shall be entitled to reimbursement 
for any overpayment made by LICENSEE discovered by an audit conducted by 
LICENSOR of LICENSEE's books and records under Section 8.c. herein, 
notwithstanding the date of any such audit.  

    d.   LICENSEE acknowledges and agrees that any manner of payment other 
than that stated herein, or as required by law, including, without 
limitation, offsets, payment into an escrow account or to any other third 
party, shall constitute a material breach of this Agreement.  

8.  BOOKS AND RECORDS

    a.   LICENSEE shall keep complete and accurate records of all Licensed 
Products manufactured and of LICENSEE'S activities under this Agreement, and 
shall make the same readily available to LICENSOR and its agents and 
representatives at such reasonable times as LICENSOR may from time to time 
request for inspection, copying and extracting.   

    b.   Such books and records shall be kept in accordance with generally 
accepted accounting principles, consistently applied, and shall be retained 
by LICENSEE and kept available for at least three (3) years after termination 
of this Agreement for possible inspection, copying, extracting and/or audit 
by LICENSOR.

    c.   LICENSOR and its agents and representatives shall have the right to 
conduct audits with respect to the books, records and all other documents and 
materials in the possession or under the control of LICENSEE relating to this 
Agreement, the cost of which shall be borne by LICENSOR.  Any such audit 
shall be done during normal business hours and upon reasonable notice to 
LICENSEE.  If any such audit, however, discloses that royalty payments due to 
LICENSOR under this Agreement exceed the amount of payments actually made to 
LICENSOR during the audited period by an amount greater than three percent 
(3%) of the payments made, LICENSEE shall immediately pay the cost of the 
audit, as well as unpaid royalties plus interest calculated from the date 
such payment(s) were actually due until the date when such payment is, in 
fact, actually made.  In addition to the foregoing, if any such audit 
discloses that payments due to LICENSOR under this Agreement exceed the 
amount of payments actually made to LICENSOR by an amount greater than ten 
percent (10%) of the payments made during the audited period ("Major Error 
Audit"), LICENSOR shall be entitled, in addition to all other remedies 
available to it and at its sole option, to an additional payment equal to ten 
percent (10%) of the full amount of the unpaid royalties.  If during an audit 
of a subsequent period conducted within twelve (12) months of the completion 
of a Major Error Audit, the payments due to LICENSOR under this Agreement 
exceed the amount of payments actually made to LICENSOR by an amount greater 
than ten percent (10%) of the payments made during the 

                                          14
<PAGE>


audited period, LICENSOR shall be entitled, * and all other remedies 
available to it and at its sole option, to immediately terminate the 
Agreement.  

    d.   No later than one hundred twenty (120) days after the close of 
LICENSEE's fiscal year, LICENSEE shall provide LICENSOR with its annual 
financial statements, audited or unaudited, prepared by an independent 
certified accountant.  If unaudited, an officer of LICENSEE shall certify 
under penalty of perjury that the financial statements are true and correct, 
and have been prepared in accordance with generally accepted accounting 
principles, consistently applied. 

    e.   LICENSOR agrees that it will maintain in confidence those records of 
LICENSEE disclosed to LICENSOR pursuant to paragraphs 8.a., 8.c., and 8.d. 
above and any other oral or written confidential information about LICENSEE's 
business and product line disclosed to LICENSOR.  

9.  LABELING

    LICENSEE agrees to use the proper trademark and copyright notices in 
connection with the Marks in the Territory.  Upon the execution of this 
Agreement, LICENSEE shall no longer place orders in the Territory for 
Licensed Products bearing any prior trademark and copyright notice in 
connection with the Licensed Rights and will take reasonable steps to ensure 
that such goods are no longer manufactured in the Territory; provided, 
however, that LICENSEE shall not be required to remove prior trademark and 
copyright notices already affixed to such garments or to unreasonably disrupt 
work in progress; any other changes shall be subject to a reasonable phase-in 
period.  Where appropriate, such notices shall appear in the screen for any 
screen-printed design, in the salvage of any fabric, in the neck label or 
waist label of any Licensed Products, and on any label or tag affixed to the 
Licensed Products or otherwise attached to the Licensed Products.

10. OWNERSHIP OF THE MARKS

    a.   LICENSEE agrees that it has no right to ownership in the Marks in 
the Territory and, in furtherance thereof, hereby transfers and conveys all 
rights, title and interest, if any, in the Marks to HUGO BOSS AG, and will 
not at any time represent or authorize a Designated Manufacturer(s) to 
represent that such manufacturer has any title or right of ownership in the 
Marks.  

    b.   LICENSEE agrees that nothing contained in this Agreement shall give 
to LICENSEE or the Designated Manufacturer(s) any right, title or interest in 
the Marks except the limited license granted to LICENSEE herein, that such 
Licensed Rights are the sole and exclusive property of LICENSOR and that all 
such uses by LICENSEE or the Designated Manufacturer(s) of the Licensed 
Rights shall inure only to the benefit of LICENSOR.

                                          15
------------
* Text omitted pursuant to a request for confidential treatment and filed 
  separately with the Securities and Exchange Commission.

<PAGE>


    c.   LICENSEE agrees that it will not seek or obtain any registration of 
the Marks in any name or participate directly or indirectly in such 
registration without LICENSOR'S prior written permission.  Subject solely to 
the rights and interest granted herein, LICENSEE further agrees and 
acknowledges that if it has obtained or obtains in the future, in the 
Territory, any right, title or interest in the Marks, or in any marks which 
are confusingly similar to the Licensed Rights, or in any other trademark or 
service mark owned by LICENSOR, that LICENSEE has acted or will act as an 
agent and for the benefit of LICENSOR for the limited purpose of obtaining 
such registrations in the name and on behalf of LICENSOR. LICENSEE further 
agrees to execute any and all instruments deemed by LICENSOR and/or its 
attorneys or representatives to be necessary to transfer such right, title or 
interest to LICENSOR.

    d.   LICENSEE agrees not to take any action which may in any way impair 
LICENSOR's rights in and to the Marks, including, without limitation, 
challenging or opposing, or raising or allowing to be raised, either during 
the term of this Agreement or after its termination, on any grounds 
whatsoever, any questions concerning, or objections to, the validity of the 
Marks or LICENSOR'S rights therein, or any other trademarks or service marks 
owned by LICENSOR containing the word BOSS in any manner.  

    e.   LICENSEE agrees to reasonably assist LICENSOR in obtaining and/or 
maintaining registration for the Licensed Rights including, without 
limitation, by providing information regarding the Marks and samples of the 
Licensed Products.

    f.   LICENSEE acknowledges that materials related to this Agreement and 
uniquely and specifically associated with the Marks and/or the Licensed 
Products (collectively "Works"), whether developed solely by LICENSEE or 
jointly with others may qualify for copyright protection under applicable 
local laws.  LICENSEE agrees that such Works are to be deemed as Works "made 
for hire" for the benefit of LICENSOR and that if such Works, by operation of 
law or otherwise, are not Works "made for Hire," LICENSEE agrees (i) to 
assign, and does hereby assign, to LICENSOR or its designee any and all of 
LICENSEE'S right, title and interest in the copyright in such Works 
throughout the world, and (ii) not to seek or obtain registration of such 
copyright in its own name.

    g.   LICENSEE will and does hereby irrevocably appoint LICENSOR as its 
respective attorney-in-fact for the limited purpose of executing any and all 
documents and performing any and all other acts necessary to give effect and 
legality to the provisions of this Section 10 of this Agreement.  LICENSOR 
agrees to provide LICENSEE with copies of all such documents it executes 
under this Section 10.g.

11. INSURANCE

    a.   LICENSEE agrees to obtain and keep in full force and effect, during 
the term of this Agreement, at its sole cost and expense, a policy of 
insurance insuring against those risks customarily insured under 
comprehensive general liability policies including, but not limited to, 
"product liability" and "completed operations." Such policies of insurance 
shall have 

                                          16
<PAGE>

endorsements or coverage with combined single limits of not less than One 
Million Dollars ($1,000,000) and shall name LICENSOR as an additional insured 
thereunder. LICENSEE shall use reasonable efforts to obtain at a reasonable 
cost an "advertising" rider and, if such rider is purchased, shall provide 
that it cannot be canceled without thirty (30) days prior written notice to 
LICENSOR.  It is also agreed that the "other insurance" clause, if any, will 
be deleted from such policy, that the insurance under such policy shall be 
primary, and that other insurance in force is neither primary nor 
contributing.  

    b.   LICENSEE shall provide to LICENSOR, within thirty (30) days of the 
Effective Date of this Agreement, a certificate showing proof that such 
policy of insurance is in effect.  In no event shall LICENSEE manufacture, 
offer for sale, sell, advertise, promote, ship and/or distribute the Licensed 
Products prior to the receipt by LICENSOR of such certificate of insurance.

    c.   LICENSEE agrees to give LICENSOR, or cause the insurer to give 
LICENSOR, as the case may be, thirty (30) days prior written notice of any 
reduction in limits or termination of such policy of insurance, or of any 
intention on the part of LICENSEE not to pay the premium thereof. 

12. NON-TRANSFERABILITY OF RIGHTS

    a.   LICENSEE shall not grant, assign, sublicense or otherwise convey or 
transfer any rights inuring to LICENSEE or any obligations or duties owed by 
LICENSEE to LICENSOR under this Agreement, without the prior written consent 
of LICENSOR, and any attempted transfer or assignment shall be null and void. 
LICENSOR shall consider in good faith any request for such consent and 
promptly notify LICENSEE of LICENSOR'S decision, said decision to be in 
LICENSOR's sole discretion.  LICENSEE shall have the right to transfer or 
assign its rights under this Agreement to an affiliate of LICENSEE (i.e., an 
entity in control of, controlled by or under common control with LICENSEE), 
provided that any such transfer or assignment does not in any way diminish, 
extinguish, or adversely affect LICENSEE'S obligations to LICENSOR under this 
Agreement.  Nothing in this Section 12 is intended to prevent LICENSEE, its 
partners or affiliates from offering and selling stock to the public.  
LICENSOR shall provide LICENSEE with written notice if LICENSOR intends to 
assign or transfer to any third party any of its rights or obligations under 
this Agreement.

    b.   Notwithstanding anything to the contrary set forth in this 
Agreement, LICENSEE shall be permitted to assign and transfer LICENSEE's 
rights under this Agreement to any parent, subsidiary or other affiliate of 
LICENSEE if LICENSEE or its successor in interest remains fully liable for 
the performance of this Agreement by such assignee or transferee and 
indemnifies LICENSOR with respect to any costs and damages LICENSOR may incur 
because of such assignment or transfer.

                                          17 
<PAGE>


13. INDEPENDENT CONTRACTOR

    The parties hereby agree that LICENSEE is and shall be an independent 
contractor and that no agency (except as specified in Section 10.g.), joint 
venture or partnership is created by this Agreement.  The legal relationship 
of any person or entity performing services for LICENSEE shall be one solely 
between such parties.  Neither party shall incur any obligation in the name 
of the other party without the prior written consent of that party.

14. INDEMNIFICATION

    a.   LICENSEE agrees to indemnify, defend and hold harmless LICENSOR and 
HUGO BOSS AG from and against any and all claims paid, liabilities incurred 
and all other out-of-pocket expenses and costs (including reasonable 
attorney's fees, disbursement and other charges but excluding lost profits) 
(collectively referred to as "Expenses") actually incurred by LICENSOR or 
HUGO BOSS AG arising out of any breach by LICENSEE of its obligations under 
this Agreement or any breach by any Designated Manufacturer of its 
obligations under its agreement with LICENSEE, including, without limitation, 
Expenses incurred by LICENSOR or HUGO BOSS AG in efforts to stop the 
manufacture, distribution or sale of unauthorized product bearing the Marks, 
or out of any defect whether obvious or hidden and whether or not present in 
any sample approved by LICENSOR, in any product bearing a BOSS mark 
manufactured, distributed or sold by or on behalf of LICENSEE (regardless of 
whether such product was manufactured in the Licensed Territory) under or 
arising from personal injury or property damage or out of any infringement of 
any rights of any other person by reason of the design, manufacture, 
distribution, advertisement, promotion, sale, possession or use of the Marks 
or any Licensed Products or LICENSEE's and Designated Manufacturer(s)' 
failure to comply with applicable law, regulations and standards.

    b.   LICENSOR agrees to indemnify, defend and hold harmless LICENSEE from 
and against any and all claims paid, liabilities incurred and all other 
Expenses (as defined above) actually incurred by LICENSEE arising out of any 
breach by LICENSOR of its obligations, if any, under this Agreement or 
LICENSOR'S or HUGO BOSS' failure to comply with applicable law, solely 
attributable to LICENSOR'S or HUGO BOSS' direct conduct (and not the conduct 
of LICENSEE.)

15. TERMINATION

    a.   In the event LICENSEE commits any of the accelerating acts (defined 
at Section 15.f.) or fails to make payments required under Section 15.f., 
LICENSOR may terminate this Agreement in its entirety.

    b.   LICENSOR may terminate this Agreement as it pertains to any country 
included in the Licensed Territory only upon any of the following events in 
that country:

                                          18
<PAGE>


         (i)  A material breach by LICENSEE of any of the material terms and 
conditions of this Agreement as it relates to a particular country, which 
after due written notice of same from LICENSOR, remains uncured for a period 
of thirty (30) days.

         (ii) LICENSEE's failure to obtain compliance by any Designated 
Manufacturer(s) with the list of locations required in Section 2.c.(vii)(A) 
or Section 4b.  It shall not be a breach of this Agreement, if, 
notwithstanding the reasonable efforts of LICENSEE, a Designated Manufacturer 
provides only a partial list of all manufacturing, processing and storage 
facilities in the territory as required by Sections 2.c.(vii)(A) and 4.b. 
herein, provided, however, that any such list as is provided includes all 
significant locations.  For purposes of a breach of LICENSEE'S obligation to 
obtain lists of locations under Section 2.c.(vii)(A) or Section 4b., a cure 
may be accomplished by, within thirty (30) days of receipt of a written 
demand from LICENSOR, (A) delivering the required lists or (B) termination of 
all business dealings with the Designated Manufacturer(s) at issue, as soon 
as commercially feasible; provided however that as of the date of the written 
demand from LICENSOR (and until a cure occurs), LICENSEE shall not enter into 
any new manufacturing agreements or place any additional orders with such 
noncomplying Designated Manufacturer(s) without the written consent of 
LICENSOR; provided further that such termination shall not relieve LICENSEE 
of its obligations to continue to enforce its rights against such Designated 
Manufacturer(s) for breach of its obligations or LICENSEE's indemnity 
obligations to LICENSOR under this Agreement.

         (iii) LICENSEE's failure to obtain substantially full compliance by 
any Designated Manufacturer(s) with the child labor restrictions in Section 
2.c.(xxii). For purposes of a breach of LICENSEE's obligations under Section 
2.c.(xxii), a cure may be accomplished by, within thirty (30) days of receipt 
of a written demand, termination of all business dealings with the Designated 
Manufacturer(s) at issue. 

         (iv) LICENSEE'S failure to obtain compliance by any Designated 
Manufacturer(s) with any of the other material terms and conditions listed in 
Section 2.c. (i-xxii) which, after due written notice of same from LICENSOR, 
remains uncured for a period of thirty (30) days.

    c.   Termination shall be effective upon expiration of the applicable 
cure period, if any, and receipt of written notice from LICENSOR of such 
expiration. Upon any such termination, all of the rights and licenses granted 
hereunder shall terminate.  Any such termination by LICENSOR shall be without 
prejudice to LICENSOR'S other rights and remedies for breach, including 
damages.

    d.   If permitted under any applicable laws, including U.S. Bankruptcy 
laws, LICENSOR may terminate this Agreement immediately upon:  (i) the 
insolvency of LICENSEE; (ii) the filing of a voluntary petition in bankruptcy 
for liquidation by LICENSEE; (iii) the filing of an involuntary petition in 
bankruptcy for liquidation against LICENSEE that is not vacated within one 
hundred 

                                          19
<PAGE>

twenty (120) days from the date of filing; (iv) the appointment of a receiver 
or trustee for LICENSEE, provided that such appointment is not vacated within 
one hundred twenty (120) days from the date of such appointment; or (v) the 
execution by LICENSEE of an assignment for the benefit of all creditors 
generally. 

    e.   LICENSEE shall notify LICENSOR of any change in ownership of more 
than fifteen percent (15%) of LICENSEE'S total outstanding equity (on a fully 
diluted basis) in any transaction or series of related transactions.  
LICENSOR may terminate this Agreement upon a Change of Control.  For purposes 
of this Agreement, "Change of Control" shall mean: 

         (i) (A) the sale of all or substantially all of the assets of
         LICENSEE; (B) the sale of fifteen percent (15%) or more of the
         equity of LICENSEE on a nonpublic sale; (C) any merger or
         consolidation of the LICENSEE; or (D) the transfer of control
         (as that term is defined in Rule 405 under Regulation C of the
         Securities Act of 1933, as Amended), of LICENSEE in a public
         offering, in each of the foregoing circumstances (i.e., (i)
         (A), (B), (C) or (D)) to, or with any one or more of the
         following entities or persons, or persons or entities under
         common control or ownership with them: Brookhurst, Inc., Boss
         Golf Co., William Ott, Nicholas Yacobucci, James Ward, Boss
         Sportswear (USA), Inc., Peter Chan, Paul Lee, Boss
         Manufacturing Co., American Home Products, Inc., Vista 2000,
         Inc., G. H. Bass Co., and/or Hugo Bosca; or

         (ii) (A) the sale of all or substantially all of the assets of
         LICENSEE; (B) the sale of fifty percent (50%) or more of the
         equity of LICENSEE in a nonpublic sale; (C) any merger or
         consolidation of the LICENSEE; or (D) the transfer of control
         (as defined in Section 15.e.(i)) of LICENSEE in a public
         offering, in each of the foregoing circumstances (i.e., (ii)
         (A), (B), (C) or (D)) to, or with any entity engaged in the
         manufacturing, distribution or sale (other than retail) of
         clothing in direct competition with LICENSOR or HUGO BOSS AG,
         (e.g., Zegna Corp., Donna Karan Corp., Hart, Shaffner & Marx;
         Calvin Klein Corp., Designer Holdings, Liz Claiborne, or
         Salant Corp.)  LICENSOR agrees that LICENSEE, its partners and
         affiliates, may offer and sell stock to the public and,
         subject to the provisions of this Section 15.e., nothing in
         this Agreement shall prevent or interfere with LICENSEE, or
         its partners or affiliates offering and selling stock to the
         public.

    f.   In addition to the right of termination and all other available 
remedies, any of the following acts by LICENSEE during the initial term shall 
at LICENSOR'S option accelerate all payments that would have been payable 
during the initial term had LICENSEE achieved Territory Net Sales equal to 
four times the Territory Net Sales attributable to the fourth quarter 

                                          20
<PAGE>

of 1997 in each of the years of the initial term of this Agreement and 
require the immediate payment by LICENSEE to LICENSOR of the sum due and 
payable throughout the initial term pursuant to Section 6 above, less the 
cumulative payments made by LICENSEE to LICENSOR during this same period 
under Section 6 above, but in no event shall the payment due be more than * 
minus the cumulative interest previously paid under the note to LICENSOR 
during the initial term of the Agreement:  (i) a breach by LICENSEE of its 
obligations to make the payments required by Sections 6 and 7 of this 
Agreement or its obligations to achieve the minimum Territory Net Sales for 
any year in accordance with Section 6.b.(i) (unless LICENSEE pays to LICENSOR 
the difference between the amount actually paid in any such year and the 
amount otherwise payable pursuant to this Agreement as if the applicable 
minimum Territory Net Sales had actually been generated), which breach has 
not been cured pursuant to the terms of this Agreement; (ii) LICENSEE'S 
failure to manufacture any Licensed Products in the Licensed Territory, (iii) 
any attempted termination of this Agreement by LICENSEE, except as expressly 
permitted by this Agreement or as agreed to by the parties in writing during 
the initial term of this Agreement; (iv) the manufacture, distribution or 
sale by LICENSEE of any product bearing the marks BOSS/HUGO BOSS; HUGO/HUGO 
BOSS; BALDESSARINI/HUGO BOSS; HUGO BOSS or any other trademarks owned by 
LICENSOR or HUGO BOSS AG except those referenced in Section l.a. for the 
products listed in Exhibit B, Section I as modified by Section II; (v) the 
sale by LICENSEE of any product bearing a BOSS mark outside the United 
States; (vi) any willful material breach of any term of this Agreement; (vii) 
any attempt by LICENSEE other than as requested by LICENSOR or HUGO BOSS  AG 
to register or otherwise create or establish trademark rights in the word 
BOSS in its own name anywhere outside the United States; or (viii) any act 
described in Section 15.d. of this Agreement (collectively referred to as 
"Accelerating Acts").  Any Accelerating Act(s) by LICENSEE during the first 
option term of this Agreement shall at LICENSOR's option accelerate payment 
of all payments payable during the first option term and require the 
immediate payment by LICENSEE to LICENSOR of the sum of the payments due and 
payable throughout the first option term pursuant to Section 6, had LICENSEE 
achieved Territory Net Sales equal to four times the Territory Net Sales 
attributable to the fourth quarter of 1997 in each of the years of the final 
option term of this Agreement less the cumulative payments made by LICENSEE 
to LICENSOR during this period under Section 6 above, but in no event shall 
the payment due be more than * minus the cumulative interest previously paid 
under the Note to LICENSOR during the first option term of the Agreement.  
Any Accelerating Act(s) by LICENSEE during the second option term of this 
Agreement shall at LICENSOR's option accelerate payment of all payments 
payable during the second option term and require the immediate payment by 
LICENSEE to LICENSOR of the sum of the annual payments due and payable 
throughout the second option term pursuant to Section 6, had LICENSEE 
achieved Territory Net Sales equal to four times the Territory Net Sales 
attributable to the fourth quarter of 1997 in each of the years of the final 
option term of this Agreement less the cumulative royalty payments made by 
LICENSEE to LICENSOR during this same period under Section 6 above but in no 
event shall the payment due be more than * minus the cumulative interest 
previously paid under the Note to LICENSOR during the second option term of 
the Agreement. The parties agree that this provision is not a liquidated 
damages provision, but a quantification

                                         21 
------------
* Text omitted pursuant to a request for confidential treatment and filed 
  separately with the Securities and Exchange Commission.

<PAGE>


of the benefit of the bargain to LICENSOR.  In the event LICENSEE fails to 
make immediate payment as required by this Section, any award, in arbitration 
or otherwise, to LICENSOR for an Accelerating Act(s) of this Agreement by 
LICENSEE shall include, but not be limited to, the payment required by this 
Section, and such other relief as may be appropriate.  In the event LICENSOR 
exercises its option to demand accelerated payment as set forth above, 
LICENSOR shall so notify LICENSEE in writing.  

    g.   Either party may, by written notice to the other, terminate this 
Agreement upon sale by LICENSEE of its United States trademark rights to BOSS 
to LICENSOR or any of its affiliates (including parents).

    h.   In addition to all other available remedies, LICENSOR may, solely at 
its option and upon written notice to LICENSEE, terminate this Agreement as 
it pertains to a particular country in the Licensed Territory if substantial, 
unauthorized sale or distribution of Licensed Products occurs (i) within any 
such country and/or (ii) outside any such country (except for the United 
States) where the unauthorized goods were manufactured, distributed or sold 
by a Designated Manufacturer(s) in such country and is documented during (i) 
each of three (3) consecutive quarters (a quarter being defined as any 
three-month period beginning on January 1, April 1, July 1 or October 1) or 
(ii) each of three (3) consecutive years. 

    i.   LICENSEE shall have the option to terminate this Agreement at any 
time, upon providing LICENSOR with ninety (90) days written notice, if all of 
the following occur:  (i) LICENSEE has used the BOSS mark as required by this 
Agreement; (ii) LICENSEE is prohibited by a binding order of a court of 
competent jurisdiction (which order has not been vacated within ninety (90) 
days of issuance) from using the word BOSS in the Microgramma typestyle and 
every variation thereof on a substantial portion (by sales volume) of the 
Licensed Products; and (iii) there is no reasonable alternative available; 
provided, however, that if such court order is based upon LICENSEE's use of 
the Marks in a manner that is inconsistent with the requirements of this 
Agreement, then LICENSOR, but not LICENSEE, shall have the option to 
terminate this Agreement upon ninety (90) days written notice. In the event 
this Agreement is terminated by LICENSEE under this Section 15.i, and 
Territory Net Sales do not exceed that required under Exhibit F1 attached 
hereto, royalties due shall be based on actual net sales as provided for in 
Sections 6.a. and 6.b. above.  Application of the minimum royalty shall be 
pro rata based on the number of days in the period from January 1 in the year 
of such termination until the day of the last sale permitted by the above 
referenced court order.

    j.   Notwithstanding any other provision of this Agreement, upon 
termination of this Agreement, LICENSEE (and its secured inventory lender), 
shall be entitled, subject to the terms and conditions of this Agreement, on 
a non-exclusive basis, for a period of nine (9) months from the date of 
termination, to complete manufacture of Licensed Products in progress on the 
date of termination, and to export such completed products and any products 
in Licensee's inventory on the date of termination; provided, however, that 
such rights as are granted herein apply only to orders placed and goods 
manufactured in the ordinary course of LICENSEE's business.  After 

                                      22
<PAGE>


the expiration of such nine (9) month period, LICENSEE shall completely 
remove the marks from any products not manufactured before the expiration of 
such nine (9) month period.

16. RESULTS OF TERMINATION

    a.   Upon termination of this Agreement, subject to the terms of Section 
15.j. above, all rights relating to the Licensed Products within the Licensed 
Territory hereunder, shall immediately cease and LICENSEE shall:

         (i)  cease the manufacture of the Licensed Products except in 
accordance with this Section 16; 

         (ii) cease all use of the Licensed Rights;

         (iii) within thirty (30) days of termination, delete and henceforth 
cease from making any reference to the Licensed Rights and Marks in, on or in 
connection with any advertising, promotional or directory materials, 
including any reference to having been previously a licensee of LICENSOR;

         (iv) within ten (10) days of termination, deliver all packaging, 
labels, tags and other materials and property (other than actual Licensed 
Products) relating to this Agreement to LICENSOR; and 

         (v)  within ten (10) days of termination, furnish LICENSOR with a 
full and complete statement setting forth (A) the inventory of Licensed 
Products manufactured or in the process of manufacture, including the 
wholesale price thereof, and (B) production and distribution schedules for 
the Licensed Products. 

    b.   The termination of this Agreement shall not relieve LICENSEE of any 
duties or obligations contained herein including, without limitation, the 
obligation to pay royalties and interest and furnish required statements; nor 
shall termination extinguish any rights of LICENSOR necessary to ensure an 
expeditious conclusion of this Agreement, including, without limitation, the 
right to inspect the books, records and facilities of LICENSEE and the right 
to obtain prior written consents. 

    c.   Upon any termination of this Agreement, other than termination 
resulting from a breach by LICENSEE of this Agreement, LICENSEE shall be 
liable to LICENSOR only for actual royalties accrued prior to termination and 
royalties on any goods manufactured after termination under Section 15.j.; 
provided, however, that nothing in this Section shall affect LICENSOR'S 
rights or remedies for any post-termination breach by LICENSEE.

                                     23
<PAGE>


17. EQUITABLE RELIEF

    The parties acknowledge that it will be impossible to measure in money 
the damages that would be suffered by one if the other breaches or otherwise 
fails to comply with the obligations imposed on it pursuant to this Agreement 
and that, in the event of any such failure, the non-breaching party will be 
irreparably damaged and will not have an adequate remedy at law.  Therefore, 
notwithstanding any other provision of this Agreement, the non-breaching 
party shall be entitled to equitable relief, including, without limitation, 
injunctive relief and/or specific performance to enforce such obligations 
and, if any action should be brought in equity to enforce any provisions of 
this Agreement, the breaching party shall not raise the defense that there is 
an adequate remedy at law.  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. 

18. LEGAL ACTION

    a.   LICENSEE agrees to reasonably cooperate with and assist (and to take 
reasonable steps to require the Designated Manufacturer(s) to cooperate with 
and assist) LICENSOR in protecting and defending the Marks, and shall 
promptly notify LICENSOR in writing of any infringements, claims or actions 
by others in derogation of the Marks in the Territory of which LICENSEE 
becomes aware; provided, however, that LICENSOR shall have the sole right to 
determine whether any action shall be taken on account of such infringements, 
claims or actions.  LICENSEE shall not take any action on account of any such 
infringement, claim or action without the prior written consent of LICENSOR, 
which consent shall not be unreasonably withheld.  In the event LICENSOR 
grants written permission to LICENSEE to take action on account of any such 
infringement, claim or action, LICENSEE shall bear all costs and expenses 
related thereto and shall not settle or otherwise compromise any claim 
without LICENSOR's prior written approval, which shall not be unreasonably 
withheld. 

    b.   In the event LICENSOR initiates or defends any legal proceedings on 
account of any infringements, claims or actions by others in derogation of 
the Licensed Rights, LICENSEE agrees to cooperate with and assist LICENSOR to 
the extent reasonably necessary to protect the Licensed Rights including, but 
not limited to, being joined as a necessary party to such proceedings.  Any 
such legal proceedings which do not result from LICENSEE's breach of this 
Agreement shall be initiated or defended by LICENSOR; provided, however, that 
each party shall bear its own costs and expenses in any such legal 
proceedings.

    c.   In the event LICENSOR determines, in its sole discretion, that it is 
not in the best interest of LICENSOR to initiate any legal proceedings on 
account of any such infringements, claims or action, or in the event LICENSOR 
settles or resolves any such proceedings which may be initiated, LICENSEE 
shall have no claim against LICENSOR for damages or otherwise, nor shall the 
same affect the validity or enforceability of this Agreement.

                                          24
<PAGE>


19. NOTICES

    All notices, requests 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 19:

    If to LICENSOR, to:

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

         Hugo Boss  AG
         Dieselstrasse 12
         D-72555 Metzingen
         Federal Republic of Germany
         Attention:  General Counsel
         Telecopier:  49-7123-942035

    With a copy to:

         Coudert Brothers
         1627 I Street, N.W.
         Washington, D.C.  20004
         Attention:  Wendy L. Addiss, Esq.
         Telecopier:  202/775-1168

    and

         Howrey & Simon
         1299 Pennsylvania Avenue, N.W.
         Washington, D.C.  20006
         Attention:  Robert M. Bruskin, Esq.
         Telecopier:  202/383-6610

                                       25
<PAGE>


    If to LICENSEE, 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:  410/576-1064

    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.

20. FOREIGN TAXES AND GOVERNMENT APPROVALS

    a.   LICENSEE agrees to obtain, all government approvals and 
registrations which are required under the laws of the Territory as a result 
of LICENSEE'S activities in connection with this Agreement and to pay any 
taxes or fees required by any such foreign government as a result of 
LICENSEE's activities under this Agreement other than any taxes payable by 
LICENSOR or its affiliates as a result of its receipt of any payments 
hereunder.

    b.   LICENSEE agrees to pay one-half (1/2) of the reasonable legal fees 
necessary to have this Agreement reviewed by an attorney skilled in the laws 
of any foreign country to which this Agreement relates and modified to 
conform with local laws, if necessary.  Wherever required, LICENSEE agrees to 
pay one-half (1/2) of the reasonable legal fees necessary to have LICENSEE 
registered as Registered User or a Permitted User of the Licensed Rights.  
Prior to executing this Agreement LICENSOR has given LICENSEE an estimate of 
all such anticipated legal fees, and LICENSEE has had at least ten (10) 
business days following receipt of such estimate to determine whether it 
wishes to forego entering into this Agreement as to any country or countries. 

                                          26
<PAGE>


    c.   LICENSEE shall not be required to pay fees or expenses which arise 
out of LICENSOR's efforts to protect and defend LICENSOR's intellectual 
property rights within the Territory which were not otherwise caused by 
activities of LICENSEE in connection with Agreement. 

21. GOVERNING LAW AND RESOLUTION OF DISPUTES

    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 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 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.   Nothing in this Agreement is intended to or shall prevent LICENSOR 
and/or HUGO BOSS AG from enforcing any of its rights in any jurisdiction 
anywhere in the world to prevent the unauthorized manufacture, sale or 
distribution of Licensed Products.

22. BINDING EFFECT

    This Agreement shall be binding on the parties, their parents, 
subsidiaries, successors and assigns (if any), and they each warrant that the 
undersigned are authorized to execute this Agreement on behalf of the 
respective parties.

23. CONFIDENTIALITY

    a.   This Agreement, its terms, conditions and provisions, and the trade 
secrets, confidential information and property of the parties are strictly 
confidential and except as provided herein, 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), 
Designated Manufacturer(s), government officials, 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 LICENSOR to protect and/or enforce the Marks and 
Property.  LICENSOR and LICENSEE 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" and that except as 
provided herein third parties will not be advised of the relationship between 
the parties except as is necessary by law; 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 LICENSEE's, 
its partners, affiliates or its stockholders' 

                                          27
<PAGE>

ability to make all disclosures required by law pursuant to offering and 
selling stock to the public.  Notwithstanding the provision of this Section 
23.a, in the event of published reports regarding the Agreement or LICENSEE's 
relationship with LICENSOR or HUGO BOSS AG, LICENSOR, HUGO BOSS AG and 
LICENSEE agree to cooperate in good faith to provide appropriate public 
responses and comments and the parties shall be free to trade accurate public 
statements which are appropriate to correct or clarify the public record.

    b.   Notwithstanding the provisions of Section 23.a. of this Agreement, 
LICENSEE may supply to its agents, Designated Manufacturers or appropriate 
government officials a copy of Exhibit G or convey the information in Exhibit 
G to such individuals orally.  To the extent LICENSEE is unable to import or 
export Licensed Products by the actions of any government and LICENSEE cannot 
through due diligence and the use of Exhibit G overcome such actions because 
of the requirements of Section 23.a., LICENSOR will cooperate with LICENSEE, 
including submitting written materials from LICENSOR or its parent or 
affiliates as necessary to appropriate government officials, so as to enable 
LICENSEE to obtain all necessary clearances; provided, however, that the 
failure of LICENSEE to obtain any such clearance shall not give rise to any 
claim whatsoever against LICENSOR.

24. GENERAL PROVISIONS

    a.   No waiver or modification of any of the terms or provisions of this 
Agreement shall be valid unless contained in a written document signed by 
both parties.  No course of conduct of dealing between the parties shall act 
as a waiver of any provision of this Agreement. 

    b.   This Agreement, including the entirety of Exhibits A through H1 
attached hereto, contains the entire understanding of the parties as to the 
subject matter herein, and there are no representations, warranties, promises 
or undertakings other than those contained herein.  This Agreement supersedes 
and cancels all previous agreements between the parties hereto.  This 
Agreement shall be construed against both parties equally, regardless of the 
party that drafted it. Notwithstanding the foregoing, nothing herein shall 
affect the validity or enforceability of the Settlement Agreement and related 
documents between the parties which terminated the litigation captioned Hugo 
Boss  Fashions, Inc. et al. v. Brookhurst, Inc., et al., Civil Action No. 93 
Civ 0875 (LMM).

    c.   If any provision of this Agreement shall be held to be void or 
unenforceable, such provision will be treated as severable, leaving valid the 
remainder of this Agreement.

    d.   Wherever necessary to carry out the intent of the parties, certain 
provisions of this Agreement including, without limitation, Sections 3, 8, 
10, 14 and 16, shall survive the expiration or termination of this Agreement 
and shall continue in full force and effect.

    e.   The parties agree to execute promptly any documents necessary to 
effectuate the purpose and intent of this Agreement.  

                                          28
<PAGE>

    f.   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.

    g.   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.

25. ARBITRATION

    a.   In order to expedite the resolution of legal disputes, the parties 
agree to have disputes arising in connection with this Agreement finally 
settled in accordance with the rules established in Exhibit H, which decision 
shall be binding on the parties.  The parties further agree that the first 
such arbitration proceeding initiated by either party shall be conducted at a 
location and under the auspices and arbitration rules (either the American 
Arbitration Association Rules or the Rules of Conciliation and Arbitration of 
the International Chamber of Commerce) selected by the non-complaining party; 
provided that English shall be the official language of all arbitration 
proceedings.  For all subsequent arbitrations, the selection of location and 
choice of rules shall alternate between the parties, i.e., if the LICENSOR is 
the complaining party in the first arbitration under this Section, LICENSEE 
shall select the location and choice of rules for that arbitration and for 
the third, fifth, seventh, et seq. arbitrations, and LICENSOR shall select 
the location and choice of rules for the second, fourth, sixth, et seq. 
arbitrations.  The parties further agree that notwithstanding this provision, 
either party may, consistent with the provisions of Section 17 herein, seek 
immediate injunctive relief in court prior to the initiation or pending 
resolution, of any dispute in arbitration.  If the non-prevailing party does 
not comply with an arbitration decision, the prevailing party therein may 
immediately enforce the arbitration decision in an equitable proceeding in 
court with both parties' court costs and related attorney's 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 attorney's fees. Notwithstanding anything in this Section 
25.a., LICENSOR or HUGO BOSS AG may seek to enforce any of its rights to 
prevent the unauthorized manufacture, sale or distribution of Licensed 
Products against any entity in any tribunal anywhere in the world.

    b.   Notwithstanding anything in this Agreement, the parties agree that 
disputes arising under Sections 4.a., 4.e., 4.f., 4.i., and 5.c. herein, may, 
at the option of either party, be finally settled in accordance with the 
expedited arbitration procedures set forth in Exhibit H1, which decision 
shall be binding on the parties. 

    c.   The parties agree that any decision required by this Agreement that 
is committed to a party's "sole discretion" shall not be the subject of 
arbitration; any decision required by this Agreement that is committed to a 
party's "sole reasonable discretion" or "reasonable discretion" may be the 
subject of arbitration. 

    d.   The parties agree that in any arbitration proceeding brought under 
this Section 25 where the interests of justice so require the arbitrator(s) 
shall have the discretion to require one 

                                          29
<PAGE>

party to pay some or all of the costs and expenses, including legal fees, 
incurred by the other party.

26. HUGO BOSS AG GUARANTY

         HUGO BOSS AG hereby irrevocably and unconditionally guaranties to 
LICENSEE the full and timely performance of LICENSOR's obligations to 
LICENSEE under this Agreement.

    IN WITNESS WHEREOF, the parties agree that this Agreement shall take 
effect as of the date first written above.

                        AMBRA, INC., a Delaware corporation

   

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


                        By:  /s/  Gert-Jurgen Frisch
                             ----------------------------------
                             Name:  Gert-Jurgen Frisch
                             Title: Vice President

    

                        HUGO BOSS  AG, a corporation of the Federal
                           Republic of Germany

   

                        By:   /s/ Jorg-Viggo Muller
                             ----------------------------------
                             Name:  Jorg-Viggo Muller
                             Title: Chief Financial Officer


                        By:   /s/ Gert-Jurgen Frisch
                             ----------------------------------
                             Name:  Gert-Jurgen Frisch
                             Title: Attorney-in-Fact

    


                                          30
<PAGE>

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

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

   

                        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

    





                                          31
<PAGE>


                     FOREIGN MANUFACTURING RIGHTS AGREEMENT

                                   LIST OF EXHIBITS
                                           

Exhibit A:    Specifications and limitations on LICENSEE's use of the Marks

Exhibit B:    List of products on which LICENSEE is permitted to use the Marks

Exhibit C:    List of countries

Exhibit C1:   List of pending/not filed countries

Exhibit C2:   List of special circumstances

Exhibit D:    List of LICENSOR Agreements

Exhibit E:    Prohibited stitching designs

Exhibit F:    Royalty payment schedule

Exhibit F1:   Minimum Territory Net Sale schedule 

Exhibit F2:   Royalty calculation sheet

Exhibit G:    Customs letter

Exhibit H:    Non-expedited arbitration provision

Exhibit H1:   Expedited arbitration provisions


<PAGE>




                                      EXHIBIT A
                                           

                                      THE MARKS

                                         BOSS



                            ("The Microgramma Typestyle")
                                           


                                        [LOGO]



<PAGE>


    In using these Marks on Licensed Products, LICENSEE will comply with the
following:

    1.   LICENSEE shall use the phrase "BOSS by I G Design" (or such other 
name as approved by LICENSOR) on all interior labels, tags and other interior 
identifiers, and on all temporary or removable exterior labels, tags, 
flashers, jokers, hang tags, and similar items, consistent with the rules in 
section 4 below. In addition, the phrase "by I G Design" shall be prominently 
visible; this requirement is satisfied when the prominence, use, and format 
of the phrase "BOSS by I G Design" are similar to the exemplars shown in 
Attachment 1 to this Exhibit A or as to tops satisfies the criteria set forth 
in Section 9.a.(iii) below. Notwithstanding the exemplars shown in Attachment 
1 to this Exhibit A, for all purposes under this Agreement where the word 
"BOSS" is smaller than one inch, the ratio of the word "BOSS" to the phrase 
"by I G Design" shall be no less than 4:1; in all other uses the ratio shall 
be no less than 5:1.  

    2.   On all Licensed Products other than Bottoms (Bottoms being defined 
as jeans, casual pants, slacks, trousers, shorts, and overalls and shortalls) 
LICENSEE shall use the phrase "BOSS by I G Design" (or such other name as 
LICENSOR approves) as a permanent exterior means of identification similar to 
the exemplars shown in Attachment 1 to this Exhibit A. 

    3.   In addition to the use of the phrase "BOSS by I G Design" (or such 
other name as approved by LICENSOR) as required by Section 1 of Exhibit A, 
LICENSEE may also use the word "BOSS" without the phrase "by I G Design" 
permanently affixed to the exterior of any Licensed Product.  

    4.   On all Bottoms:

         a.   All Bottoms will bear either (i) a pocket flasher, (ii) a waist 
band ticket, or (iii) some other form of temporary, removable exterior 
identification bearing the phrase "BOSS by I G Design" (or such other name as 
LICENSOR approves) or a permanently affixed "BOSS by I G Design" (or such 
other name as LICENSOR approves) exterior marking, as illustrated by the 
exemplars shown in Attachment 1 to this Exhibit A; provided, however, that 
all temporary removable exterior identification must use the phrase "BOSS by 
I G Design" as illustrated by the exemplar shown in Attachment 1 to this 
Exhibit A.

         b.   If the word "BOSS" whether used alone or with any other word, 
is used on fly labels on Bottoms, the letters of the word "BOSS" must be 
slanted no less than nineteen (19) degrees as shown in Attachment 6B to this 
Exhibit A.  

         c.   If the word "BOSS" is used on a signature leather patch on a 
rear jeans pocket, (i) the word BOSS whether used alone or with any other 
word except I G Design (or such other name as LICENSOR approves) will be 
slanted no less than twenty-four (24) degrees, as illustrated by the examples 
shown in Attachment 4 to this Exhibit A; or (ii) the phrase "BOSS/I G Design" 
(or such other name as LICENSOR approves) will be used in a non-justified 4:1 
ratio on the leather patch consistent with the terms of Section 5.d. below; 
or (iii) the phrase 

<PAGE>

"Boss/I G Design" (or such other name as LICENSOR approves) will be otherwise 
permanently affixed to the garment, similar to the exemplar shown in 
Attachment 1 of this Exhibit A.

    5.   Where the word "BOSS" does not appear immediately adjacent to the 
phrase "I G Design" (or such other name as LICENSOR approves), the word 
"BOSS" may appear either in capital letters of equal size, or, if the 
individual letters comprising B-0-S-S are of different sizes, within 
seventy-five percent (75%) of any other letter; provided, however, that one 
or more of the following rules are met:

      a.   The word "BOSS" is incorporated into a graphic environment as
           illustrated by the acceptable exemplars shown in Attachment 2 to
           this Exhibit A; not all graphic environments are acceptable as
           illustrated by the unacceptable exemplars shown in Attachment 2 to
           this Exhibit A; or

      b.   All of the letters of "BOSS" are distorted as illustrated by the
           acceptable exemplars shown in Attachment 3 to this Exhibit A; not
           all distortions are acceptable as illustrated by the unacceptable
           exemplars shown in Attachment 3 to this Exhibit A; or

      c.   The word "BOSS" appears other than in the Microgramma typestyle,
           the non-Microgramma typestyle having first been approved in
           accordance with the provisions of Section 10 of this Exhibit A; or

      d.   All of the letters of "BOSS" are slanted as follows:

           (i)  If used with no vertical or angled lines, then no less than
                twenty-two (22) degrees, as illustrated by the exemplar shown
                in Attachment 5 to this Exhibit A; or

           (ii) If used with vertical or angled lines as shown in Attachment
                6A, then no less than nineteen (19) degrees, as illustrated by
                the exemplar shown in Attachment 6B of this Exhibit A.

      e.   The requirements of this Section 5. a.-d. do not apply if the word
           "BOSS" is used with the letters appearing in a vertical (up and
           down) manner generally consistent with the acceptable exemplars
           shown in Attachment 7A to this Exhibit A. Not all vertical uses of
           the word "BOSS" are acceptable as illustrated by the unacceptable
           exemplar shown in Attachment 7B to this Exhibit A in which case the
           requirements of this Section 5. a.-d. apply. 

      f.   All of the foregoing rules except 5.d. shall apply to headwear.  

      g.   In the case of belts, LICENSEE may use the word "BOSS" alone,
           without the phrase "I G Design", (or such other name as approved by
           LICENSOR) where the Mark appears only on the belt buckle; where the 

                                       
<PAGE>

              mark appears elsewhere on the exterior of the belt, it shall
              incorporate the phrase "I G Design."

    6.   Any two-line logo or design using the word "BOSS" shall not have
justified margins or substantially justified margins.

    7.   LICENSEE shall not use words which indicate that its product is the 
only or first BOSS product, e.g., "authentic," "genuine" or "original," 
except that LICENSEE may use such words to directly modify the phrase "I G 
Design" (or such other name as LICENSOR approves).

    8.   LICENSEE shall not use the terms BOSS AMERICA, BOSS GOLF, GOLF, HUGO 
BOSS, HUGO, BALDESSARINI, WORLDWIDE, EUROPEAN, TENNIS, SKI, FORMULA 1, 
MOTORSPORT, WINDSURFING, SAIL, GERMAN or any other words that are similar in 
sound, sight or meaning, as exemplified in Attachment 8 to this Exhibit A.  
The parties agree that LICENSEE may use the phrases "U.S.A." and "United 
States" on Licensed Products, including in graphic depictions with or near 
the Marks; provided, however, that such words are not incorporated into a 
corporate identity, brand, or product extension logo with the word "BOSS."  
In addition, LICENSOR, by itself or on behalf of HUGO BOSS AG or LICENSEE 
may, from time to time, submit to each other exemplars of logos, designs or 
decorative motifs which they are using or plan to use in the next selling 
season, provided that such logos, designs, or decorative motifs shall not 
have been used by the other party.  The party so notified shall not use any 
such logos, designs or decorative motifs, or anything similar to them in the 
following selling season, without the other party's written permission; 
provided, however, that either party may use logos, designs or decorative 
motifs that are standard in the industry.  Notwithstanding the foregoing, 
LICENSEE shall not use any design or decorative motif similar to the BOSS 
SPORT patch shown in Attachment 9 to Exhibit A.

    9.   For purposes of this Agreement, "Polo shirt" shall mean a pullover 
shirt for sportswear that is made of knitted fabric and has short or long 
sleeves and a turnover collar or a round banded collar and placket.  In 
addition to all other rules herein applicable to tops, LICENSEE may use the 
word "BOSS" by itself on the exterior of polo shirts only in accordance with 
the following:

     a.   Traditional Button Placket Knit Collar Style.  To the extent
          LICENSEE uses the word "BOSS" by itself on the exterior left breast
          area of polo shirts with button through plackets, knit turnover
          collars and traditional coloration and designs, the following rules
          shall apply:

          (i)  on the exterior of men's shirts, the size of the word "BOSS"
               shall be no smaller than three (3) inches long by five eighths
               (5/8) inches tall; on the exterior of boys' and women's
               shirts, the size of the word "BOSS" shall be no smaller than
               two and three-eighths (2 3/8) inches long by seven sixteenths
               (7/16) inches tall;

          (ii) The word "BOSS" shall be slanted no less than 24';


                                          
<PAGE>

          (iii)     The phrase "I G Design" shall be prominently visible. 
                    This requirement shall be satisfied by the following: 
                    the phrase shall appear and be visible on the outside
                    crease of one sleeve; the typestyle shall be Microgramma;
                    and the size of the letters shall be no less than one
                    fourth the size of the letters used for the word "BOSS"
                    on the exterior left breast.

          (iv) The color of the stitching on the shirt bearing the word
               "BOSS" on the left breast area and the phrase "I G Design" on
               the sleeve must be the same and clearly contrast with the
               color of the shirt fabric, e.g., black on white; red, blue or
               green on yellow; but not combinations like dark blue on light
               blue; dark gray on black; dark green on dark blue.  Acceptable
               and unacceptable exemplars are shown in Attachment 10 to this
               Exhibit A.

         b.   All Other Traditional Styles.  To the extent LICENSEE uses the 
word "BOSS" by itself on the exterior left breast area of polo shirts with 
non-button through plackets and traditional coloration and designs, the 
phrase "BOSS by I G DESIGN" required by Section 2 of this Exhibit A shall be 
located on the top half of the garment and shall be prominently visible.  
This latter requirement is satisfied when the prominence, use and format of 
the phrase "BOSS by I G Design" are similar to the exemplars shown in 
Attachment 1 to this Exhibit A or satisfies the criteria set forth in Section 
9.a.(iii) above.

         c.   Non-traditional Styles.  To the extent LICENSEE uses the word 
"BOSS" by itself on polo shirts other than those described in Sections 9-a. 
and 9.b. of this Exhibit A, no additional rules shall apply.

         d.   Exemplars of acceptable shirts for each category described in 
this Section 9.a., 9.b. and 9.c. are depicted in Attachment 11 hereto.  

    10.  Prior to use, LICENSEE may submit to LICENSOR for approval 
typestyles other than Microgramma for the word "BOSS", provided those 
typestyles are less similar to the typestyles used by LICENSOR than the 
Microgramma typestyle used by LICENSEE.  LICENSEE shall not use any such 
typestyle unless LICENSOR, in its sole reasonable discretion, has approved 
such use in writing.


<PAGE>

                                  ATTACHMENT 1
                                  TO EXHIBIT A

o     Exemplars of interior and exterior permanent/temporary labels, tags, etc.
      with acceptable "BOSS by I G Design."
<PAGE>

                       BMA-1368 -- info tag [Graphic Logo]






                        THESE EXEMPLARS DO NOT SUPERSEDE
                      THE RATIO REQUIREMENTS AS OTHERWISE
                          PROVIDED BY THIS EXHIBIT A





<PAGE>

                           BMA-1241R -- [Graphic Logo]






                        THESE EXEMPLARS DO NOT SUPERSEDE
                      THE RATIO REQUIREMENTS AS OTHERWISE
                          PROVIDED BY THIS EXHIBIT A





<PAGE>

                            Jr. Hang Tag/BJ-537W 


                                    FRONT

                                [Graphic Logo]



                                 22 DEG. ANGLE
                                 6 TO 1 RATIO


                        THESE EXEMPLARS DO NOT SUPERSEDE
                      THE RATIO REQUIREMENTS AS OTHERWISE
                          PROVIDED BY THIS EXHIBIT A





<PAGE>

                            BMA-458 -- [Graphic Logo]






                        THESE EXEMPLARS DO NOT SUPERSEDE
                      THE RATIO REQUIREMENTS AS OTHERWISE
                          PROVIDED BY THIS EXHIBIT A





<PAGE>

                             Jr. Hang Tag/BJ-537


                                     BACK

                                [Graphic Logo]



                                 22 DEG. ANGLE
                                 6 TO 1 RATIO


                        THESE EXEMPLARS DO NOT SUPERSEDE
                      THE RATIO REQUIREMENTS AS OTHERWISE
                          PROVIDED BY THIS EXHIBIT A





<PAGE>

                                [Graphic Logo]


                                   BMA-1242




                                 22 DEG. ANGLE
                                 6 TO 1 RATIO


                        THESE EXEMPLARS DO NOT SUPERSEDE
                      THE RATIO REQUIREMENTS AS OTHERWISE
                          PROVIDED BY THIS EXHIBIT A





<PAGE>

                            [Graphic Logo] -- Shirt
<PAGE>

                            [Graphic Logo] -- Shirt
<PAGE>

                            [Graphic Logo] -- Shirt
<PAGE>

                                 [Graphic Logo]
<PAGE>

                                 [Graphic Logo]
<PAGE>

                                  ATTACHMENT 2
                                  TO EXHIBIT A

o     Exemplars of acceptable graphic environments.
<PAGE>

                                 [Graphic Logo]
<PAGE>

                                 [Graphic Logo]
<PAGE>

                                 [Graphic Logo]
<PAGE>

                                 [Graphic Logo]
<PAGE>

                                 [Graphic Logo]
<PAGE>

                                 [Graphic Logo]
<PAGE>

                                 [Graphic Logo]
<PAGE>

                                 [Graphic Logo]
<PAGE>

                                 [Graphic Logo]
<PAGE>

                                 [Graphic Logo]
<PAGE>

                                 [Graphic Logo]
<PAGE>

                                 [Graphic Logo]
<PAGE>

                                 [Graphic Logo]
<PAGE>

                                 [Graphic Logo]
<PAGE>

                             [Graphic Logo] -- Jeans
<PAGE>

                             [Graphic Logo] -- Jeans
<PAGE>

                             [Graphic Logo] -- Jeans
<PAGE>

                             [Graphic Logo] -- Jeans
<PAGE>

                             [Graphic Logo] -- Jeans
<PAGE>

                             [Graphic Logo] -- Shirt
<PAGE>

                                 [Graphic Logo]
<PAGE>

                                 [Graphic Logo]
<PAGE>

                             [Graphic Logo] -- Shirt
<PAGE>

                             [Graphic Logo] -- Shirt
<PAGE>

                                 [Graphic Logo]
<PAGE>

                                 [Graphic Logo]
<PAGE>

                                 [Graphic Logo]
<PAGE>

                             [Graphic Logo] -- Shirt
<PAGE>

                                 [Graphic Logo]
<PAGE>

                                 [Graphic Logo]
<PAGE>

                             [Graphic Logo] -- Shirt
<PAGE>

                                 [Graphic Logo]
<PAGE>

                                 [Graphic Logo]
<PAGE>

                                 [Graphic Logo]
<PAGE>

                                 [Graphic Logo]
<PAGE>

                                 [Graphic Logo]
<PAGE>

                                 [Graphic Logo]
<PAGE>

                                 [Graphic Logo]
<PAGE>

                                 [Graphic Logo]
<PAGE>

                             [Graphic Logo]
<PAGE>

                             [Graphic Logo]
<PAGE>

                             [Graphic Logo]
<PAGE>

                             [Graphic Logo]

<PAGE>

                             [Graphic Logo] -- Shirt
<PAGE>

                                 [Graphic Logo]
<PAGE>

                                 [Graphic Logo]
<PAGE>

                                 [Graphic Logo]
<PAGE>

                                 [Graphic Logo]
<PAGE>

                             [Graphic Logo] -- Jeans
<PAGE>

                             [Graphic Logo] -- Shirt
<PAGE>

                                 [Graphic Logo]
<PAGE>

                                 [Graphic Logo]
<PAGE>

                                 [Graphic Logo]
<PAGE>

                                 [Graphic Logo]
<PAGE>

                                 [Graphic Logo]
<PAGE>

                             [Graphic Logo] -- Shirt
<PAGE>

                             [Graphic Logo] -- Shirt
<PAGE>

                                 [Graphic Logo]
<PAGE>

                                 [Graphic Logo]
<PAGE>

                                 [Graphic Logo]
<PAGE>

                                  ATTACHMENT 3
                                  TO EXHIBIT A

o     Exemplars of acceptable distorted letters.
<PAGE>

                                 [Graphic Logo]
<PAGE>

                                 [Graphic Logo]
<PAGE>

                                 [Graphic Logo]
<PAGE>

                                 [Graphic Logo]
<PAGE>

                                 [Graphic Logo]
<PAGE>

                                 [Graphic Logo]
<PAGE>

                             [Graphic Logo] -- Jeans
<PAGE>

                             [Graphic Logo] -- Jeans
<PAGE>

                                 [Graphic Logo]
<PAGE>

                                 [Graphic Logo]
<PAGE>

                                 [Graphic Logo]
<PAGE>

                                 [Graphic Logo]
<PAGE>

                                  ATTACHMENT 4
                                  TO EXHIBIT A

o     Exemplars of 24(degree) slant.
<PAGE>

                                 [Graphic Logo]
<PAGE>

                                  ATTACHMENT 5
                                  TO EXHIBIT A

o     Exemplars of 22(degree) slant.
<PAGE>

                                 [Graphic Logo]
<PAGE>

                                  ATTACHMENT 6A
                                  TO EXHIBIT A

o     Exemplars of vertical alignment.
<PAGE>

                             [Graphic Logo] -- Shirt
<PAGE>

                             [Graphic Logo] -- Shirt
<PAGE>

                             [Graphic Logo] -- Jeans
<PAGE>

                             [Graphic Logo] -- Shirt
<PAGE>

                             [Graphic Logo] -- Shirt
<PAGE>

                             [Graphic Logo] -- Shirt
<PAGE>

                             [Graphic Logo] -- Shirt
<PAGE>

                             [Graphic Logo] -- Shirt
<PAGE>

                             [Graphic Logo] -- Jeans
<PAGE>

                             [Graphic Logo] -- Jeans
<PAGE>

                             [Graphic Logo] -- Shirt
<PAGE>

                                 [Graphic Logo]
<PAGE>

                             [Graphic Logo] -- Jeans
<PAGE>

                                 [Graphic Logo]
<PAGE>

                                  ATTACHMENT 6B
                                  TO EXHIBIT A

o     Exemplars of 19(degree) slant.
<PAGE>

                                 [Graphic Logo]
<PAGE>

                                  ATTACHMENT 7A
                                  TO EXHIBIT A

o     Exemplars of acceptable vertical BOSS logos.
<PAGE>

                             [Graphic Logo] -- Shirt
<PAGE>

                                 [Graphic Logo]
<PAGE>

                                 [Graphic Logo]
<PAGE>

                                 [Graphic Logo]
<PAGE>

                                 [Graphic Logo]
<PAGE>

                                 [Graphic Logo]
<PAGE>

                                 [Graphic Logo]
<PAGE>

                                  ATTACHMENT 7B
                                  TO EXHIBIT A

o     Exemplars of unacceptable vertical BOSS logos.
<PAGE>

                                 [Graphic Logo]
<PAGE>

                                  ATTACHMENT 8
                                  TO EXHIBIT A

o     Exemplars of forbidden words.

      AMERICAN BOSS
      BOSS AMERICAN      
      BOSS OF AMERICA
      BOSS AMERIKA
      BOSS AMERICAS
      BOSS GOAL
      YUGO
      HUGE
      BALDISSARENE
      GLOBAL
      CONTINENTAL 
      EUROPE
      BAVARIAN
      BAVARIA
      GERMANY
      INTERNATIONAL

<PAGE>

                                  ATTACHMENT 9
                                  TO EXHIBIT A

o     The BOSS Sport Patch


<PAGE>
                             [Graphic Logo]--Shirt

<PAGE>

                                 [Graphic Logo]
<PAGE>

                                  ATTACHMENT 10
                                  TO EXHIBIT A

o     Exemplars of acceptable coloration for "BOSS by I G Design" on polo 
      shirts.
<PAGE>

                             [Graphic Logo] -- Shirt
<PAGE>

                             [Graphic Logo] -- Shirt
<PAGE>

                             [Graphic Logo] -- Shirt
<PAGE>

                             [Graphic Logo] -- Shirt
<PAGE>

                             [Graphic Logo] -- Shirt
<PAGE>

                             [Graphic Logo] -- Shirt
<PAGE>

                             [Graphic Logo] -- Shirt
<PAGE>

                             [Graphic Logo] -- Shirt
<PAGE>

o     Exemplar of unacceptable coloration for "BOSS by I G Design" on polo
      shirts.
<PAGE>

                                 [Graphic Logo]
<PAGE>

                                 [Graphic Logo]
<PAGE>

                                 [Graphic Logo]
<PAGE>

                                 [Graphic Logo]
<PAGE>

                                 [Graphic Logo]
<PAGE>

                                 [Graphic Logo]
<PAGE>

                                 [Graphic Logo]
<PAGE>

                                 [Graphic Logo]
<PAGE>

                                 [Graphic Logo]
<PAGE>

                                 [Graphic Logo]
<PAGE>

                                 [Graphic Logo]
<PAGE>

                                  ATTACHMENT 11
                                  TO EXHIBIT A

o     Exemplar of acceptable shirts under Exhibit A, Section 9.a.
<PAGE>

                                [Graphic shirts]
<PAGE>

                            [Graphic Logo] -- Shirts
<PAGE>

                            [Graphic Logo] -- Shirts
<PAGE>

                                [Graphic shirts]
<PAGE>

                            [Graphic Logo] -- Shirts
<PAGE>

                            [Graphic Logo] -- Shirts
<PAGE>

o     Exemplar of acceptable shirts under Exhibit A, Section 9.b.
<PAGE>

                            [Graphic Logo] -- Shirts
<PAGE>

                                [Graphic shirts]
<PAGE>

                            [Graphic Logo] -- Shirts
<PAGE>

                            [Graphic Logo] -- Shirts
<PAGE>

o     Exemplar of acceptable shirts under Exhibit A, Section 9.c.
<PAGE>

                                [Graphic shirts]
<PAGE>

                            [Graphic Logo] -- Shirts
<PAGE>

                            [Graphic Logo] -- Shirts
<PAGE>

                                [Graphic shirts]
<PAGE>

                            [Graphic Logo] -- Shirts
<PAGE>

                            [Graphic Logo] -- Shirts
<PAGE>

                            [Graphic Logo] -- Shirts
<PAGE>

                            [Graphic Logo] -- Shirts





<PAGE>

   

    

                                    EXHIBIT B

I.   LICENSED PRODUCTS

A.   Men's Apparel

     1.   Sportswear and Activewear. All sportswear and activewear clothing
          other than the exclusions listed below. All fabrications may be used.

     2.   Outerwear. All jackets, coats, vests, capes and ponchos other than the
          exclusions listed below. Such outerwear garments may be reversible,
          lined, unlined, filled and/or fabric treated (waterproofed, coated,
          etc.) and may have detachable sleeves, hoods and/or interlinings.
          Lengths of such garments shall be 22" to 60". All fabrications may be
          used except fur (except as trim) and leather (except as trim).

     3.   Headwear. All sports hats, visors and caps.

     4.   Swimwear. All types of swimwear.

     5.   Jogging Suits. All types of warm-ups and jogging suits of any
          fabrication.

     6.   Belts. Belts bearing the Mark provided that such belts shall be sold
          only as part of a Bottom and shall not be made out of leather.

B.   Women's Apparel

     1.   Sportswear and Activewear. All sportswear and activewear clothing for
          juniors, contemporary, misses and large sizes other than the
          exclusions listed below. All fabrications may be used.

     2.   Outerwear. All jackets, coats, vests, capes and ponchos other than the
          exclusions listed below. Such outerwear garments may be reversible,
          lined, unlined, filled and/or fabric treated (waterproofed, coated,
          etc.) and may have detachable sleeves, hoods and/or interlinings.
          Lengths of such garments shall be 22" to 60". All fabrications may be
          used except fur (except as trim) and leather (except as trim).

     3.   Headwear. All sports hats, visors and caps.

     4.   Swimwear. All types of swimwear.

     5.   Jogging Suits. All types of warm-ups and jogging suits of any
          fabrication.
<PAGE>

     6.   Belts. All belts bearing the Mark provided that such belts shall be
          sold only as part of a Bottom and shall not be made out of leather.

     7.   Other. Women's knit garments to be worn on the upper torso that are
          either snapped or fixed through the crotch and the top portion of
          which may be a halter, shoulder strap, short sleeve or long sleeve.

C.   Children's Apparel

     1.   Children's Sportswear and Activewear. All sportswear and activewear
          clothing other than the exclusions listed below. All fabrications may
          be used.

     2.   Outerwear. All jackets, coats, vests, capes and ponchos other than the
          exclusions listed below. Such outerwear garments may be reversible,
          lined, unlined, filled and/or fabric treated (waterproofed, coated,
          etc.) and may have detachable sleeves, hoods and/or interlinings. All
          fabrications may be used except fur (except as trim) and leather
          (except as trim).

     3.   Headwear. All sports hats, visors and caps.

     4.   Swimwear. All types of swimwear.

     5    Jogging Suits. All types of warm-ups and jogging suits of any
          fabrication.

     6.   Belts. All belts bearing the Mark provided that such belts shall be
          sold only as part of a Bottom and shall not be made out of leather.

D.   Other

          All apparel, including uniforms and work clothes, which is intended to
          be worn solely and exclusively while persons are performing the normal
          duties of their employment.

II.  PRODUCTS BEARING A BOSS MARK THAT LICENSEE SHALL NOT MANUFACTURE

     A. Notwithstanding the foregoing, the parties agree that Licensed Products
do not include any of the following men's, women's or children's apparel:

          1. All styles of tailored clothing, furnishings and accessories,
     including but not limited to tuxedos, gowns and evening wear, sportcoats,
     blazers, jackets, suits, dress pants, career apparel including blouses,
     skirts and dresses, raincoats, top coats, dress shirts, ties, dress vests,
     hosiery (including but not limited to socks, stockings and hose), and
     leather belts.
<PAGE>

          2. All types of leather clothing (although leather trim may be used on
     all products listed in Section 1);

          3. All styles of shoes and other footwear.

          4. Clothing designed and sold for the primary purpose of engaging in
     golf, tennis, skiing, motor sports, windsurfing or sailing.

          5. Except as described in Exhibit B Section I.B.7. above, bodywear,
     including but not limited to underwear (including tee shirts intended to be
     worn as underwear); loungewear and intimate apparel; and sleepwear and
     robes.

     B. Unless otherwise agreed to by the parties, Licensed Products shall not
include any non-apparel products of any kind.
<PAGE>

   

    

                                    EXHIBIT C

                     OVERSEAS MANUFACTURING RIGHTS GRANTED

BAHRAIN                                 OMAN                      
BANGLADESH                              PEOPLES REPUBLIC OF CHINA 
BRAZIL                                  PAKISTAN                  
CANADA                                  PERU                      
COSTA RICA                              PHILIPPINES               
DOMINICAN REPUBLIC                      QATAR                     
EGYPT                                   REPUBLIC OF SOUTH KOREA   
ECUADOR                                 SAIPAN                    
HONG KONG                               SAUDI ARABIA              
INDIA                                   SINGAPORE                 
INDONESIA                               TAIWAN                    
MACAO                                   THAILAND                  
MAURITIUS                               TURKEY                    
MEXICO                                  VIETNAM                   
MONGOLIA                                

<PAGE>

   

    

                                   EXHIBIT C1

                      APPLICATIONS PENDING* OR NOT FILED**

BOTSWANA*                             MADAGASCAR**           
EL SALVADOR*                          NEPAL* *               
GUATEMALA*                            REPUBLIC OF MALDIVES** 
HONDURAS*                             SEYCHELLES*            
JAMAICA*                              SRI LANKA*             
LESOTHO**                             UNITED ARAB EMIRATES*  

<PAGE>

   

    

                                   EXHIBIT C2

                             SPECIAL CIRCUMSTANCES

                                    COLOMBIA
                                    MALAYSIA
                                  SOUTH AFRICA

<PAGE>

   

    

                                    EXHIBIT D

             List of LICENSOR Agreements pursuant to Paragraph 2.h.

Concurrent Use Agreement between Hugo Boss and Reebok, dated April 1, 1997

Agreement between Hugo Boss and Levi Strauss, dated September 1, 1995

Concurrent Use Agreement between Hugo Boss and Phillips-Van Husen Corporation,
dated January 10, 1995

<PAGE>

   

    

                                    EXHIBIT E

o    Prohibited stitching designs.
<PAGE>

                              [PHOTOGRAPH OF JEANS]

                                [GRAPHIC OMITTED]


<PAGE>

                                                                       EXHIBIT A

Int. Cl.: 25

Prior U.S. Cl.: 39

                                                              Reg. No. 1,139,254
United States Patent and Trademark Office                Registered Sep. 2, 1980
--------------------------------------------------------------------------------

                                    TRADEMARK
                               Principal Register

                                [GRAPHIC OMITTED]

Levi Strauss & Co. (Delaware corporation)      For: PANTS, JACKETS, DRESSES AND
Two Embarcadero Cir.                         SHORTS, in CLASS 25 (U.S. CL. 39).
San Francisco, Calif. 94106                    First use 1873: in commerce 1873
                                               Owner of U.S. Reg. No. 404 248

                                              Reg. No. 169,399 
                                              Filed May 8, 1972

                                               M.I. LEAHY, Primary Examiner

<PAGE>

   

    

                                    EXHIBIT F
                                ROYALTY PAYMENTS

LICENSEE shall pay to LICENSOR a royalty as follows:

     A. For years 1-4:

      1. Base Royalty: For years 1-4 of this Agreement on the first $32,000,000
of Territory Net Sales: Twelve and One Half Percent (12.5%), provided, however,
that should LICENSEE prepay the Secured Limited Recourse Promissory Note between
the parties, base royalties on the remaining portion of the first $32,000,000
Territory Net Sales made after such prepayment shall be at *.(1)

      2. Additional Royalty: For all Territory Net Sales above $83,999,999, a
royalty based on the following percentages:

  Territory Net Sales Level achieved by LICENSEE   Additional Royalty Percentage
  ----------------------------------------------   -----------------------------
                                                             YEARS 1-4(2)
                                                             ------------

            $84,000,000-105,249,999                               5%
           $105,250,000-157,999,999                               0%
            $    158,000,000 and up                               4%
----------

      (1) If the Effective Date of this Agreement is prior to January 1, 1998,
LICENSEE shall also pay a base royalty in accordance with this Exhibit prorated
by the number of days in 1997 this Agreement is in effect, such royalty payment
due on January 31, 1998.

      (2) The additional royalty payment to LICENSOR for 1998 shall be
calculated by applying the royalty payment schedule to the sum of LICENSEE's
Territory Net Sales for the last quarter of calendar year 1997 and the full
calendar year 1998.

------------
* Text omitted pursuant to a request for confidential treatment and filed 
  separately with the Securities and Exchange Commission.

<PAGE>

B.    For year 5:

      1. Base Royalty: For year 5 of this Agreement on the first $20,000,000 
of Territory Net Sales: Twelve and One Half Percent (12.5%); provided, 
however, that should LICENSEE prepay the Secured Limited Recourse Promissory 
Note between the parties, base royalties on the remaining portion of the * of 
Territory Net Sales made after such prepayment shall be at *.

      2. Additional Royalty: For all Territory Net Sales above *, a royalty 
based on the following percentages:

  Territory Net Sales Level achieved by LICENSEE   Additional Royalty Percentage
  ----------------------------------------------   -----------------------------
                                                               YEAR 5
                                                               ------

                         *                                       *
                         *                                       *
                         *                                       *

------------
* Text omitted pursuant to a request for confidential treatment and filed 
  separately with the Securities and Exchange Commission.

<PAGE>

C.    For year 6:

      1. Base Royalty: For year 6 of this Agreement on the first $16,000,000 of
Territory Net Sales: Twelve and One Half Percent (12.5%); provided, however,
that should LICENSEE prepay the Secured Limited Recourse Promissory Note between
the parties, base royalties on the remaining portion of the *
Territory Net Sales made after such prepayment shall be at *.

      2. Additional Royalty: For all Territory Net Sales above *, a
royalty based on the following percentages:

  Territory Net Sales Level achieved by LICENSEE   Additional Royalty Percentage
  ----------------------------------------------   -----------------------------
                                                               YEAR 6
                                                               ------

                           *                                      *
                           *                                      *
                           *                                      *

------------
* Text omitted pursuant to a request for confidential treatment and filed 
  separately with the Securities and Exchange Commission.


<PAGE>

D.    For years 7-10:

      1. Base Royalty: For years 7-10 of this Agreement on the first $l6,000,000
of Territory Net Sales: Twelve and One Half Percent (12.5%); provided, however,
that should LICENSEE prepay the Secured Limited Recourse Promissory Note between
the parties, base royalties on the remaining portion of the * of
Territory Net Sales made after such prepayment shall be at *.

      2. Additional Royalty: For all Territory Net Sales above *, a
royalty based on the following percentages:

   Territory Net Sales Level achieved by LICENSEE           Additional Royalty
   ----------------------------------------------           ------------------
                                                                 YEARS 7-10
                                                                 ----------

                          *                                          *
                          *                                          *
                          *                                          *

------------
* Text omitted pursuant to a request for confidential treatment and filed 
  separately with the Securities and Exchange Commission.

<PAGE>

   

    

                                   EXHIBIT F1
                           Minimum Territory Net Sales

          Contract Year                             Minimum Territory Net Sales

              1998                                         $ 32,000,000
              1999                                         $ 32,000,000
              2000                                         $ 32,000,000
              2001                                         $ 32,000,000

   Optional Term (1st Extension)

              2002                                         $ 20,000,000
              2003                                         $ 16,000,000
              2004                                         $ 16,000,000

   Optional Term (2nd Extension)

              2005                                         $ 16,000,000
              2006                                         $ 16,000,000
              2007                                         $ 16,000,000

<PAGE>

   

    

                                   EXHIBIT F2
                      CALCULATION OF ANNUAL ROYALTY PAYMENT
                                  CONTRACT YEAR

Territory Net Sales                                              Total Net Sales
TRADEMARKED PRODUCTS

1.                           Number of Orders Booked
(see attached breakdown)

2.                                Invoiced Amounts
                                       Less:

3.                          Sales taxes, cash discounts,
                              returns and allowances

4.                                   Shipping

5.                     Bad debts (up to 0.5% of the amount
                                 shown on line 2)

6.                                   Net Sales

ROYALTY PAYMENT DUE

Remittance Enclosed:
Check No. ___________________

      THE UNDERSIGNED, being the ____________________ of I.C. Isaacs & Company
L.P., hereby certifies pursuant to Section _____ of the Agreement dated
__________, 1997, by and between ___________ and I.C. Isaacs & Company L.P.,
that the information continued in the attached Verification of Licensed Products
Sold is true and correct in all material respects as of the date hereof.


SIGNED:
       -------------------------
NAME:
       -------------------------
Title:
       -------------------------
Date:
       -------------------------
<PAGE>

                    For the period: January 1 to December 31.
--------------------------------------------------------------------------------
                                                                  ANNUAL
               ITEM                    QUANTITY SOLD          SALES FIGURE (#)
--------------------------------------------------------------------------------
Pants, including        Men        _____________________   _____________________
slacks & trousers       Women      _____________________   _____________________
                        Children   _____________________   _____________________
--------------------------------------------------------------------------------
Jeans without belts     Men        _____________________   _____________________
                        Women      _____________________   _____________________
                        Children   _____________________   _____________________
--------------------------------------------------------------------------------
Jeans with belts        Men        _____________________   _____________________
                        Women      _____________________   _____________________
                        Children   _____________________   _____________________
--------------------------------------------------------------------------------
Shorts, including       Men        _____________________   _____________________
shortalls               Women      _____________________   _____________________
                        Children   _____________________   _____________________
--------------------------------------------------------------------------------
Jean Shorts             Men        _____________________   _____________________
                        Women      _____________________   _____________________
                        Children   _____________________   _____________________
--------------------------------------------------------------------------------
Sweatpants              Men        _____________________   _____________________
                        Women      _____________________   _____________________
                        Children   _____________________   _____________________
--------------------------------------------------------------------------------
Overalls                Men        _____________________   _____________________
                        Women      _____________________   _____________________
                        Children   _____________________   _____________________
--------------------------------------------------------------------------------
T-Shirts                Men        _____________________   _____________________
                        Women      _____________________   _____________________
                        Children   _____________________   _____________________
--------------------------------------------------------------------------------
Polo Shirts             Men        _____________________   _____________________
                        Women      _____________________   _____________________
                        Children   _____________________   _____________________
--------------------------------------------------------------------------------
Tanktops                Men        _____________________   _____________________
                        Women      _____________________   _____________________
                        Children   _____________________   _____________________
--------------------------------------------------------------------------------
Sweatshirts             Men        _____________________   _____________________
                        Women      _____________________   _____________________
                        Children   _____________________   _____________________
--------------------------------------------------------------------------------
<PAGE>

--------------------------------------------------------------------------------
All other shirts,       Men        _____________________   _____________________
including knit and      Women      _____________________   _____________________
woven sportshirts,      Children   _____________________   _____________________
tunics, smocks,         
beach cover-ups and
pullover style shirts
--------------------------------------------------------------------------------
Sweaters, including     Men        _____________________   _____________________
pullover style          Women      _____________________   _____________________
                        Children   _____________________   _____________________
--------------------------------------------------------------------------------
Warm-up sets and        Men        _____________________   _____________________
Jogging Suits           Women      _____________________   _____________________
                        Children   _____________________   _____________________
--------------------------------------------------------------------------------
Jumpsuits               Men        _____________________   _____________________
                        Women      _____________________   _____________________
                        Children   _____________________   _____________________
--------------------------------------------------------------------------------
Jackets, including      Men        _____________________   _____________________
blousons and parkas     Women      _____________________   _____________________
                        Children   _____________________   _____________________
--------------------------------------------------------------------------------
Denim Jackets           Men        _____________________   _____________________
                        Women      _____________________   _____________________
                        Children   _____________________   _____________________
--------------------------------------------------------------------------------
Vests                   Men        _____________________   _____________________
                        Women      _____________________   _____________________
                        Children   _____________________   _____________________
--------------------------------------------------------------------------------
Coats, including        Men        _____________________   _____________________
short coats             Women      _____________________   _____________________
                        Children   _____________________   _____________________
--------------------------------------------------------------------------------
Rainwear                Men        _____________________   _____________________
                        Women      _____________________   _____________________
                        Children   _____________________   _____________________
--------------------------------------------------------------------------------
Swimwear,               Men        _____________________   _____________________
including swimtanks     Women      _____________________   _____________________
and bathing suits       Children   _____________________   _____________________
--------------------------------------------------------------------------------
Sports hats,            Men        _____________________   _____________________
including caps          Women      _____________________   _____________________
                        Children   _____________________   _____________________
--------------------------------------------------------------------------------
Sports visors,          Men        _____________________   _____________________
including sports        Women      _____________________   _____________________
headbands               Children   _____________________   _____________________
--------------------------------------------------------------------------------

<PAGE>

   

    

                                    EXHIBIT G
                                 Customs Letter

TO WHOM IT MAY CONCERN:

      I.C. Isaacs & Company L.P. trading as "Boss by I G Design," markets and
distributes "BOSS" branded clothing in the United States of America pursuant to
its trademark rights in the USA. Ambra Inc., a wholly-owned subsidiary of Hugo
Boss AG, has authorized I.C. Isaacs & Company L.P. pursuant to a Manufacturing
Rights Agreement dated as of ____________ to manufacture "BOSS" branded
sportswear in ________________ for export to the USA only. Therefore, shipments
of such "BOSS" branded clothing from ________________ co-signed to I.C. Isaacs &
Company L.P. for ultimate shipment to the USA are under authority from Ambra
and Hugo Boss AG.

      If you wish confirmation of this information, please contact Gert Juergen
Frisch, General Counsel, at Hugo Boss AG, (phone) 49-7123-942598/(fax)
49-7123-942018, or __________________, agent for Hugo Boss AG, in
__________________.


                                                By:
                                                   -----------------------------

                                                   -----------------------------
                                                   Officer of General Partner

ATTENTION: ONLY THE ORIGINAL; EXECUTED VERSION OF THIS LETTER IS VALID, NO
COPIES ARE ACCEPTABLE, AND THE ORIGINAL IS VALID FOR ONLY ONE YEAR FROM THE DATE
OF THIS LETTER.

<PAGE>

   

    

                                    EXHIBIT H

                          NON-EXPEDITED ADR PROCEDURES

      In the event a dispute arises requiring non-expedited NDR procedures, the
following procedures shall be followed:

      1. The parties shall attempt to resolve disputes arising under this
Agreement informally and in the normal course of business, by means of
negotiations between employees of the companies responsible for the parties'
day-to-day relationship.

      2. In the event that either party believes that normal business
negotiations have not or are not likely to lead to a timely resolution, either
party may at any time without regard to Section 1 above initiate ADR proceedings
by notifying the other in writing via facsimile of a demand for ADR proceedings,
with a succinct statement of the matters at issue. Notice shall comply with the
requirements of Section 19 of this Agreement.

      3. Upon receipt of such notification, both parties shall make arrangements
for an executive to confer, either in person or, if both agree, by telephone, in
an effort to negotiate a resolution of the dispute.

      a.    The executives will confer within five (5) business days of the
            notification, and will work for at least ten (10) additional days to
            try to reach a negotiated settlement.

      b.    By written agreement of both parties, the time period for
            negotiation may be extended. The time period for negotiation will
            automatically be extended until one party declares an impasse.

      4. If the executive negotiations described in Section 3 of this Exhibit F
fail to resolve the matter, then either party may thereafter notify the other
party in writing via facsimile that if agreement is not reached, mediation or
arbitration will be required. The notifying party shall state whether it elects
mediation or arbitration. If mediation is elected, the notified party may within
two (2) business days elect instead to proceed directly to arbitration, and will
so notify the notifying party. If the notified party takes no action, the matter
will proceed to mediation. If arbitration is elected by either party, the matter
will proceed directly to arbitration. In the case of arbitration, the party
selecting the location and choice of rules of the arbitration as specified under
Section 26.a. of this Agreement shall, within ten (10) business days of the
election to arbitrate, notify the other party of the selections of location and
choice of rules made.

      5. In the event of mediation, the parties agree that Jonathan Marks of
J.A.M.S./ENDISPUTE or his designee shall select a mediator within five (5)
business days. If Mr.
<PAGE>

Marks or his designee is unable to select a mediator, the parties shall within
ten (10) business days select a mediator based on candidates provided by the
Washington, D.C. office of J.A.M.S./ENDISPUTE or if J.A.M.S./ENDISPUTE is
unavailable, the American Arbitration Association.

      a.    Within two (2) business days of the mediator's selection, the
            mediator will confer in a joint conference call with representatives
            of the parties to discuss the issues in dispute and any further
            preparation needed prior to holding a mediation session. The parties
            shall defer to the mediator's recommendation about appropriate
            procedures.

      b.    The parties shall attempt to resolve the dispute through mediation
            for at least twenty (20) business days from the date of the
            mediator's initial joint telephone conference.

      c.    The time period for mediation shall be extended automatically past
            the initial twenty (20) business days until one party declares in
            writing an impasse and demands arbitration. If an impasse is
            declared by either party, the matter shall proceed to arbitration.

<PAGE>

   

    

                                   EXHIBIT H1

                            EXPEDITED ADR PROCEDURES

      In the event a dispute arises requiring expedited ADR Procedures, the
following procedures will be followed:

      1. The parties will attempt to resolve disputes arising under this
Agreement informally and in the normal course of business, by means of
negotiations between employees of the companies responsible for the parties'
day-to-day relationship.

      2. Either party may at any time request that the parties make arrangements
for an executive from each side not directly involved in the underlying dispute
to confer, either by telephone or in person, in an effort to negotiate a
resolution of the dispute.

      3. Although the parties recognize that resolution of disputes through
direct negotiation under Sections 1 and 2 of this Exhibit F1 are to be
preferred, in the event that either party believes that normal business
negotiations are not likely to lead to a timely resolution, either party may at
any time without regard to Sections 1 and 2 of this Exhibit h1 initiate
expedited ADR proceedings by notifying the other party in writing via facsimile
of a demand for expedited ADR proceedings, with a succinct statement of the
matters at issue, and by sending the notification and statement to the
Washington, D.C. office of J.A.M.S./ENDISPUTE. Notice will comply with the
requirements of Section 19 of this Agreement.

      4. The expedited ADR proceedings will consist of an expedited arbitration
unless both parties agree in writing that they wish to pursue mediation, either
as a preliminary to arbitration or in parallel to the arbitration proceedings.
If the parties agree to pursue mediation, Jonathan Marks or another mediator
agreed to by the parties will serve as mediator, and follow such procedures as
the mediator and the parties agree to.

      5. Unless the parties agree in writing to an alternative approach (as to
accommodate mediation or to fit the specifics of a particular dispute), the
parties will proceed as follows:

      a. Within one (1) business day (a business day consists of a day,
excluding Saturdays, Sundays and all holidays generally recognized in either the
United States or the Federal Republic of Germany) of receipt of the demand for
expedited ADR proceedings, J.A.M.S./ENDISPUTE will inform the parties by
facsimile of the name of the arbitrator who will handle the case.
<PAGE>

            b. The matter will be heard and decided by one of the following
members of the J.A.M.S./ENDISPUTE panel of neutrals: The Honorable Kathleen
Roberts; The Honorable Robert Tarleton; The Honorable Curtis Emery Von Kann. In
the event that one of the three pre-identified neutrals ceases to be a member of
the J.A.M.S./ENDISPUTE panel of neutrals, J.A.M.S./ENDISPUTE will provide
additional names of potential arbitrators and the parties will agree on a
replacement; if the parties cannot agree, J.A.M.S./ENDISPUTE may appoint a
replacement.

            c. On the fifth (5th) business day after J.A.M.S./ENDISPUTE has
notified the parties of the arbitrator, the arbitrator will hold a preliminary
telephone conference during which the parties will describe the dispute and
discuss the procedure for resolving the dispute, including, for example, the
need for and content of pre-hearing submissions. To the extent that the parties
cannot agree on procedures, the arbitrator will orally inform the parties at the
close of the telephone hearing of his procedural decisions. He will confirm
those decisions in writing no later than the following business day.

            d. On the sixth (6th) business day after the preliminary telephone
conference, unless both parties agree to shorten the time or to extend the time,
the arbitrator will hold an in-person hearing to receive evidence and consider
arguments relating to the matter; provided, however, that if the parties cannot
agree to extend the time and the arbitrator concludes that in the interest of
justice the time should be extended, the arbitrator may do so.

            (1)   The hearing will be conducted at a time decided by the
                  arbitrator, in either New York City or Washington, the
                  location to be decided by the arbitrator.

            (2)   The arbitrator will not be bound by the rules of evidence.

            (3)   The arbitrator will allow each side to present written and
                  oral evidence as they deem appropriate, except that the
                  arbitrator may set time limits to ensure that the hearing is
                  completed within one (1) working day.

            (4)   The arbitrator will declare the record closed at the end of
                  the hearing, except that the arbitrator may defer the closing
                  of the record for up to two (2) business days in order to
                  allow the parties to make post-hearing submissions.

            (5)   The arbitrator will hand down a binding award within one (1)
                  business day of the close of the record. The award will be
                  accompanied by a statement of reasons. "Statements of reasons"
                  from prior expedited arbitrations may be used by parties to
                  later arbitrations to support their positions.

      e. Except as specifically set out herein, the arbitrator will have sole
discretion to determine procedures for the arbitration.


