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                                                                  EXHIBIT 10.12


                           UNIFORMS LICENSE AGREEMENT

     THIS LICENSE AGREEMENT is entered into and is effective as of the 5th 
day of November, 1997 (the "Effective Date"), by and between I.C. Isaacs & 
Company L.P. ("Licensor") and Brookhurst, Inc. ("Licensee") (each a "Party" 
and collectively the "Parties").

                               R E C I T A L S

     WHEREAS, Licensor is the successor in interest of Brookhurst, Inc. to 
certain trademark rights in the United States of America relating to the 
trademark BOSS; and

     WHEREAS, Licensee desires to obtain a limited license to sell to United 
Airlines and others its remaining inventory of career apparel bearing the 
trademark BOSS in the form of a BOSS logo as depicted in Exhibit A hereto 
(hereinafter the "Licensed BOSS Logo");

     NOW, THEREFORE, in consideration of the mutual promises and covenants 
herein, the receipt and sufficiency of which are hereby acknowledged, the 
Parties agree as follows:

1.   RIGHTS GRANTED

     Without limiting Licensee's covenants under the Worldwide Rights 
Acquisition Agreement between Licensor, Licensee and William Ott dated 
September 30, 1997 (the "Rights Agreement"), Licensor hereby grants to 
Licensee the non-exclusive right and license to continue to sell and 
distribute throughout the Term (as hereinafter defined) all career apparel 
garments bearing the Licensed BOSS Logo, which were in Licensee's inventory 
as of the date hereof ("Career Apparel Garments"). This Agreement does not 
include any right to sublicense or subcontract any of Licensee's right and 
obligations hereunder. Licensee agrees that except as specifically provided 
herein nothing set forth in this Agreement or by virtue of any activity or 
conduct of Licensee hereunder shall give rise to any claim of right, title or 
interest of Licensee in and to the Licensed BOSS Logo.

2.   OBLIGATIONS OF THE PARTIES

     2.1  Licensee hereby acknowledges Licensor's sole and exclusive right, 
title and interest in and to the Licensed BOSS Logo and undertakes that it 
will not take any action which may impair Licensor's rights therein, 
including, without limitation, by challenging or opposing, or raising any 
questions concerning, the validity or ownership of the Licensed BOSS Logo or 
by seeking registration therefor or any confusingly similar name. Licensee 
shall at Licensor's expense cooperate with and assist Licensor in protecting 
and defending the Licensed BOSS Logo, and shall promptly notify Licensor in 
writing of any written claims of infringement or actions by others in 
derogation of, or claiming rights to, the Licensed BOSS Logo which it 
receives.

    

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     2.2   Licensee shall permit reasonable inspection by Licensor on prior 
written notice of the Licensed Products held in inventory and sold by 
Licensee.

     2.3   Simultaneously herewith, Licensee has paid to Licensor the annual 
license fee of $3,500 (the "Fee") for the first one-year period. An 
additional fee shall be payable for each subsequent annual period on or 
before the commencement of each such period.

     2.4   Within thirty (30) days after termination of this Agreement as set 
forth in Section 4 hereof, Licensee will, in Licensee's sole discretion, 
either (a) deliver any remaining inventory of Career Apparel Garments bearing 
the Licensed BOSS Logo in its possession to Licensor together with an 
affidavit of any officer of Licensee that all remaining inventory has been so 
delivered, (b) destroy such inventory and provide to Licensor written proof 
thereof in the form of an affidavit of an officer to Licensee, or (c) remove 
the Licensed BOSS Logo from the Career Apparel Garments and from any labels, 
tags and the like and provide to Licensor written proof thereof in the form 
of an affidavit of an officer of Licensee.

     2.5   Licensee agrees that it shall at all times conduct its activities 
under this Agreement in a lawful manner.

3.   REPRESENTATIONS AND WARRANTIES

     3.1   Licensor represents and warrants that it has full corporate right, 
power and authority to enter into this Agreement and to perform all of its 
obligations hereunder. NOTHING IN THIS AGREEMENT IS INTENDED TO CREATE ANY 
WARRANTY OR REPRESENTATION FOR THE BENEFIT OF LICENSEE OR ANY THIRD PARTY 
WITH RESPECT TO THE LICENSED BOSS LOGO OR ANY SIMILAR MARK, AND LICENSOR 
EXPRESSLY DISCLAIMS ANY WARRANTIES, EXPRESS OR IMPLIED WITH RESPECT THERETO, 
INCLUDING THE WARRANTIES OF TITLE AND NON-INFRINGEMENT.

     3.2   Licensee represents and warrants that it has full right, power and 
authority to enter into this Agreement and to perform all of its obligations 
hereunder.

     3.3   Licensee represents that it has inventories as set forth in 
Paragraph 6.6 of the Worldwide Rights Acquisition Agreement.

     3.4   Nothing herein contained shall be construed to constitute the 
Parties as partners or as joint ventures or either as agent of the other, 
and Licensee shall have no power to obligate or bind Licensor, and Licensor 
shall have no power to obligate or bind Licensee.

4.   TERM AND TERMINATION

     4.1   This Agreement shall continue in effect for three (3) years from 
the Effective Date of this Agreement, unless terminated earlier pursuant to 
Paragraph 4.2 below (the "Term").

    

                                      -2-

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     4.2   In the event of a material breach of this Agreement, the 
non-breaching party may terminate this Agreement upon ninety (90) days 
written notice to the breaching party, specifying the material breach, with 
the breaching party having that period in which to cure its breach. In the 
event such cure is effected within such time period, this Agreement shall not 
terminate as a result of such breach.

5.   INDEMNIFICATION AND LIABILITY

     5.1   Licensee hereby agrees and acknowledges that Buyer Indemnity 
Claims under Section 8.2 of the Worldwide Rights Acquisition Agreement 
between the parties of even date shall include any loss, damage, deficiency, 
claim, liability, obligation, suit, action, fee, cost or expense of any 
nature whatsoever caused to Licensor or any Buyer Affiliates (as defined in 
said Agreement) arising out of, based upon or resulting from (i) any product 
liability or similar claims arising with respect to products manufactured, 
sold or distributed by Licensee, its affiliates or any of their sublicensees 
or William Ott (the "Licensee Parties"), (ii) claims by third parties (other 
than Hugo Boss AG or its affiliates, successors or assigns) arising with 
respect to any products manufactured, sold or distributed by any Licensee 
Party, and (iii) any breach of or action by any Licensee Party inconsistent 
with the terms of this Agreement.

     5.2   Notwithstanding any other provision of this Agreement, Licensor 
makes no representations or warranties of any kind, and shall have no 
responsibility, liability or obligations whatsoever to Licensee or any 
Licensee Party as a result of this Agreement (including, without limitation, 
for any claims of indemnity), with respect to any matter relating to the 
Trademark Assets purchased by Licensor from Licensee under the Rights 
Agreement relating to the quality of title, condition or use of the 
Trademarks Assets, or the conduct of the business thereunder prior to the 
time Licensor acquired the Trademark Assets.

6.   GENERAL

     Sections 9.1, 9.2, 9.3, 9.4, 9.5, 9.6, 9.7, 9.8, 9.9, 9.10, 9.11, 9.12, 
9.13 and 9.14 of the Worldwide Rights Acquisition Agreement are hereby 
incorporated herein by this reference, except that references to "Seller" or 
"the Selling Parties" shall be deemed replaced by "Licensee" and references 
to "Buyer" shall be deemed replaced by "Licensor," and references to 
"paragraphs 1.1, 3.2, 3.3, 6.1, 6.2, 6.3, 6.4 and 6.5" in Section 9.4 shall 
be deemed replaced by "Sections 2.1, 2.2, 2.3, 2.4 and 2.5" hereof.

    

                                      -3-

     
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     IN WITNESS WHEREOF, the Parties have executed this Agreement.

                                 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


                                 BROOKHURST, INC.

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

     Hugo Boss AG signs below to evidence its consent to the making of the 
foregoing license agreement by I.C. Isaacs & Company L.P.


                                 HUGO BOSS AG

                                 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


                                      -4-

    

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                                   EXHIBIT A

                              Licensed BOSS Logo

    






<PAGE>

   




                                     [BOSS
                                      by
                                  BROOKHURST
                                     FOR
                               UNITED AIRLINES 
                                     LOGO]











                                     [BOSS
                                      by
                                  BROOKHURST 
                                     LOGO]



    






