
<PAGE>

   

                                                            Exhibit 10.14

                     EXCLUSIVE DOMESTIC LICENSE AGREEMENT         

    

   THIS AGREEMENT is made and entered into this 14th day of December, 1995 by 
and between BHPC Marketing, Inc., a corporation duly organized and existing 
under the laws of California, having its principal place of business at 620 
West 135th Street, Gardena, California 90248 (hereinafter referred to as 
"LICENSOR"), and I. C. Isaacs & Co., L.P., a Delaware Limited Partnership, 
having its principal place of business at 3840 Bank Street, Baltimore, 
Maryland, 21224 (hereinafter referred to as "LICENSEE").

     WHEREAS, LICENSOR is the owner with the right to grant licenses of the 
Trademarks illustrated in Exhibit "A" attached hereto (the "Trademarks"); and

     WHEREAS, LICENSEE is desirous of obtaining the exclusive right to use 
the aforesaid Trademarks in connection with the import or manufacture and 
sale of certain licensed products defined herein.

NOW, THEREFORE, it is agreed by the parties as follows:

1.  DEFINITIONS

      The following terms shall have meanings as set forth below:

 a.   "Trademarks" shall mean the Trademarks set forth in Exhibit "A", and 
      any such variations as LICENSEE develops with LICENSOR's prior written 
      approval.

 b.   "Territory" shall mean that geographical area defined in item 1 of the 
      attached License Agreement Detail Schedule.

 c.   "Licensed Product" shall be defined as set forth in item 2 of the 
      attached License Agreement Detail Schedule.

 d.   "Net Shipments" shall mean the aggregate total of the gross dollar 
      amount invoiced its purchasers by LICENSEE for all the Licensed Product 
      sold under the Trademarks reduced by the amount of shipping costs, 
      taxes, insurance, any customary trade allowances and, subject to the 
      provisions of Paragraph 8f., returns actually credited. No deduction 
      shall be made for commissions nor for any costs incurred in the 
      manufacture, sale, distribution or exploitation of the Licensed Product.

2.    RIGHTS GRANTED

      LICENSOR hereby grants to LICENSEE, upon the terms and conditions set 
      forth herein, an exclusive, personal, non-transferable, non- assignable 
      license, without the right to grant sublicenses, to use the Trademarks 
      solely on or in conjunction with the design, manufacture, import, 
      distribution, advertising, promotion, shipment, and sale of the 
      Licensed Product in the Territory. This license is extended to and


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      includes wholesale sales only and does not include retail sales.

3.    OWNERSHIP OF ARTWORK AND DESIGNS

      LICENSEE acknowledges and agrees that LICENSOR is the owner of all 
      artwork and designs involving the Licensed Product and/or Trademarks, 
      or any reproductions thereof, notwithstanding their invention or use by 
      LICENSEE and that such artwork and designs will remain the property of 
      LICENSOR who shall be entitled to use and license others to use same, 
      subject to the provisions of this Agreement. This Paragraph 3 does not 
      extend to artwork and designs developed for LICENSEE by third parties 
      and not owned by LICENSEE if they do not involve the Trademarks, and 
      generic artwork and designs which are not developed specifically for 
      the Licensed Products and which LICENSEE uses or intends to use, devoid 
      of the Trademarks, with LICENSEE's other product lines. Throughout the 
      term of this Agreement, LICENSOR will continue to provide LICENSEE 
      artwork, designs, and copy ready materials regarding the Trademarks as 
      LICENSOR provides to its licensees generally, and as reasonably 
      requested by LICENSEE.

4.    GOOD WILL AND PROMOTIONAL VALUE

 a.   LICENSEE recognizes the value of the good will associated with the 
      Trademarks and acknowledges that the Trademarks, and all rights therein 
      and the good will pertaining thereto, belong exclusively to LICENSOR. 
      LICENSEE further recognizes and acknowledges that the Trademarks have 
      acquired secondary meaning in the mind of the public.

 b.   LICENSEE agrees that its use of the Trademarks shall inure to the 
      benefit of LICENSOR and that LICENSEE shall not, at any time, acquire 
      any rights in the Trademarks by virtue of any use it may make of the 
      Trademarks.

 c.   LICENSEE acknowledges that LICENSOR is entering into this Agreement not 
      only in consideration of the royalties paid hereunder but also for the 
      good will and promotional value to be secured by LICENSOR for the 
      Trademarks as a result of the manufacture, offering for sale, sale, 
      advertising, promotion, shipment and distribution of the Licensed 
      Product by LICENSEE.

5.    QUALITY STANDARDS, PRODUCT APPROVALS, AND INSPECTION

 a.  The quality of the Licensed Product, as well as the quality of all 
      promotional, advertising and packaging material (see Paragraph 6) which 
      includes the Trademarks (the "Promotional and Packaging Material"), 
      shall


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      be at least as high as the best quality of similar products and 
      promotional, advertising and packaging material presently shipped, 
      distributed, sold, used, manufactured or licensed by LICENSOR in the 
      Territory and shall be in full conformance with all applicable laws and 
      regulations. LICENSEE acknowledges that the maintenance of the high 
      quality of the Licensed Product, and the control by LICENSOR over the 
      nature, quality and manner of distribution of all Licensed Products, are 
      essential elements of this license. All elements of the Licensed 
      Product and use of the Trademarks shall be subject to the prior written 
      approval of LICENSOR. Except as specifically provided in Paragraph 8d, 
      below, LICENSEE shall not offer for sale, advertise, promote, 
      distribute, or use for any purpose any Licensed Product that is 
      damaged, defective, or are "seconds".

 b.   In order to maintain the high quality standard prescribed by LICENSOR, 
      LICENSEE may not manufacture, use, offer for sale, advertise, promote, 
      ship and/or distribute any Licensed Product or any Promotional and 
      Packaging Material relating to the Licensed Product until it has 
      received all written approvals of same from LICENSOR in the manner 
      provided herein. Such approval shall not be unreasonably withheld. 
      Should LICENSOR fail to approve in writing any of the submissions 
      furnished it by LICENSEE within fourteen (14) days from the date of 
      submission thereof, such failure shall be considered to be a 
      disapproval thereof. LICENSOR shall exercise reasonable efforts to 
      expressly communicate approval or disapproval to LICENSEE and to 
      provide adequate explanations to LICENSEE for any disapproval.

 c.   Before commencing, or authorizing third parties to commence, the design 
      or development of any Licensed Product or of any Promotional and 
      Packaging Material which have not been previously approved in writing 
      by LICENSOR:

      (i) Prior to the production of the Licensed Product, there shall be a 
      pre-production showing of the Licensed Product at a time and date to be 
      mutually agreed upon by the parties. During this showing, LICENSEE 
      shall submit for LICENSOR's prior written approval all final designs, 
      specifications, fabrications, and color information.
      (ii) Prior to the production of each collection (also known in the trade
      as a "line" or a  "season"), LICENSEE shall submit to LICENSOR a completed
      "Sample  Approval Form" (Exhibit "B-1") for each proposed item of the
      Licensed  Product along with: at least one (1) final sample of each style
      in the  collection; two (2) sets


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      of material which shows color and fabrication, to be attached to a 
      "Swatch Approval Form" (Exhibit "B-2"); and one (1) photograph or 
      rendering of each sample to be attached to the "Sample Approval Form" 
      (Exhibit "B-1"). Samples submitted for approval shall be of the same 
      quality as the Licensed Product that is produced and distributed. Once 
      a proposed item of the Licensed Product has been approved, LICENSEE 
      shall not deviate in any material respect from: (1) any information, 
      description or specification on the "Sample Approval Form" or "Swatch 
      Approval Form"; or (2) the quality of or material used on an approved 
      sample, without the prior written consent of LICENSOR. Each style, 
      color and fabrication must be approved for each season, regardless of 
      whether it was approved for a prior season, provided that previously 
      approved Licensed Products shall not be disapproved for a new 
      collection except for substantial reasons.
      (iii) WIthin two (2) weeks following the commencement of each first
      production run of the Licensed Product (or, if production of the various
      styles of the Licensed Product commences at different times, within
      two (2) weeks after commencement of each style's first production run),
      LICENSEE shall deliver to LICENSOR, at least one (1), but no more than
      two (2), finished production samples of each style. If the style,
      appearance or quality of any production sample is materially different
      from what was previously approved, LICENSEE shall make the necessary
      changes so that it conforms to what was originally approved or shall
      otherwise seek LICENSOR'S approval.

 d.   LICENSEE agrees that the Licensed Product and all Promotional and 
      Packaging Material shall contain only those proprietary legends, 
      markings and/or notices as reasonably required from time to time by 
      LICENSOR to give appropriate notice to the consuming public of 
      LICENSOR's right, title and interest thereto. The form of such legends, 
      markings and notices shall be as described in "Exhibit A" attached 
      hereto, unless the parties agree otherwise.

 e.   LICENSOR may, periodically and from time to time during the term of 
      this Agreement, at reasonable intervals, require that LICENSEE submit 
      to LICENSOR, at no cost to LICENSOR, or LICENSOR or its designees may 
      randomly select and retain during the inspection referred to in 
      Subparagraph 5f, below, one (1) additional set of Production Samples of 
      the Licensed Product and/or the Promotional and Packaging Material 
      relating to the Licensed Product for subsequent review and written 
      approval of trademark usage and notice on same. LICENSOR will promptly 
      advise LICENSEE of any concerns regarding trademark


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      usage and notice, and the parties will cooperate in good faith to 
      resolve the concerns.

 f.   To assure that the provisions of this Paragraph 5 are being observed, 
      LICENSEE agrees that it will allow LICENSOR or its designees, 
      periodically and from time to time at reasonable intervals during the 
      term of this Agreement, to enter LICENSEE's premises and/or the 
      premises where the Licensed Product is being manufactured or 
      inventoried during regular business hours and upon reasonable notice, 
      for the purposes of inspecting and confirming the Licensed Product and 
      the Promotional and Packaging Material relating to the Licensed Product 
      conform to the samples previously approved by LICENSOR. LICENSEE shall 
      provide to LICENSOR the addresses and telephone numbers of all 
      facilities, including third party manufacturers, at which the Licensed 
      Product is manufactured. LICENSEE's agreements with third party 
      manufacturers and warehousing facilities shall provide for the right of 
      LICENSOR to inspect such third party's facilities. Inspections, which 
      will be at LICENSOR's cost, may include any reasonable actions necessary 
      to assure LICENSOR that the Licensed Product is made and displayed in 
      accordance with this Agreement, including, but not limited to, 
      laboratory testing.

 g.   In the event that the quality standards and/or trademark and copyright 
      usage and notice requirements hereinabove referred to are not met, 
      then, upon receipt of written notice from LICENSOR the parties shall 
      cooperate in good faith to resolve LICENSOR's concerns and, absent 
      resolution, LICENSEE shall immediately discontinue any and all 
      activities with respect to the Licensed Product in connection with 
      which the said quality standards and/or trademark and copyright usage 
      and notice requirements have not been met. LICENSEE shall not be 
      required to discontinue any practice previously approved in writing by 
      LICENSOR.

6.    ADVERTISING/USE OF THE TRADEMARK

 a.   LICENSEE will adopt and carry out its own marketing and advertising 
      program with respect to the Licensed Product. LICENSEE agrees that 
      LICENSEE's advertising, public relations and sales promotion activities 
      will be subject to prior consultation with, and written approval by, 
      LICENSOR as to the general form and content only with respect to the 
      use of the Trademarks and other notices.

 b.   Before publication of any advertisement or promotion, LICENSEE shall 
      submit every element of the advertisement or promotion to LICENSOR for 
      written approval hereunder using the "Advertising Approval Form" 
      (Exhibit "B-3").


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<PAGE>


c.   Subject to Licensed Product availability at the time of the 
     request, LICENSEE agrees that upon request of LICENSOR, and at 
     LICENSOR's cost for shipping, delivery and insurance, it shall loan a 
     reasonable number of Licensed Products to LICENSOR and its other 
     licensees for advertising and promotional purposes. LICENSEE shall 
     receive the same benefit from other licensees of LICENSOR. Said 
     products shall be returned to LICENSEE in the original condition.

d.   LICENSOR may purchase the Licensed Product from LICENSEE at the 
     cost of manufacture, plus shipping, delivery, taxes and insurance costs 
     to LICENSEE, provided no such Licensed Products may be used by LICENSOR 
     for resale. No royalty shall be payable to LICENSOR.

e.   Advertising directed to the public may not feature the name of 
     LICENSEE. If approved, advertising directed to the trade may feature 
     the following: BHPC Marketing, Inc. under Trademark License to (Name of 
     LICENSEE).

f.   LICENSEE agrees that the Trademark will appear on each Licensed 
     Product and its packaging, if any. LICENSEE shall use only those tags, 
     labels and packaging materials which have been previously approved in 
     writing. All tags, labels and packaging materials bearing the Trademark 
     must be submitted on the "Advertising Approval Form" (Exhibit "B-3").

g.   LICENSEE shall affix such legends, markings and notices on all 
     License Product as are required by LICENSOR under Subparagraph 5.d. and 
     the law.

h.   LICENSEE must submit for approval to LICENSOR a printer's proof of 
     each advertising and promotional item before final printing.

7.   DURATION OF THE AGREEMENT

a.   This Agreement shall continue for three (3) consecutive Contract 
     Years in respective durations as set forth in item 3 of the attached 
     License Agreement Detail Schedule (hereinafter collectively the 
     "Initial Term") and shall then expire unless sooner terminated in 
     accordance with the terms and conditions set forth herein.

b.   If LICENSEE is not in breach of this Agreement at the time renewal 
     notice is given to LICENSOR, LICENSEE shall have three (3) consecutive 
     options to renew this Agreement for three (3) consecutive contract 
     periods, i.e. Contract Years, of one (1) year each (hereinafter 
     collectively the "Renewal Term"). In order to exercise each individual 
     option, LICENSEE must provide LICENSOR with written notice of its 

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     intention to exercise each respective option and such written notice 
     must be received by LICENSOR no later than one hundred eighty (180) 
     days prior to the expiration of the Initial Term or immediately 
     preceding Contract Year of the Renewal Term. In the event that LICENSEE 
     fails to exercise any of the aforementioned options in a timely manner, 
     the license granted herein to LICENSEE will thereafter become 
     non-exclusive for the remaining term of this Agreement only for the 
     purposes of allowing LICENSOR to enter into such arrangements as it 
     deems appropriate with respect to the licensing of the Trademarks and 
     the Licensed Product, but no Licensed Products manufactured by another 
     party shall be sold prior to the expiration of this Agreement. Except 
     as specifically set forth herein to the contrary, LICENSEE's 
     performance in the Renewal Term shall be pursuant to the same terms and 
     conditions recited herein for the Initial Term.

8.   ROYALTIES

a.   "Royalty", as used in this Agreement, shall consist of the sum of 
     the following:

     (i)  LICENSEE agrees to pay LICENSOR, during the term of this 
     Agreement, a Royalty in an amount equal to five percent (5%) of the Net 
     Shipments by LICENSEE for Licensed Product sold under the Trademarks; 
     and

     (ii) LICENSEE agrees to expend during the term of this Agreement, 
     an amount equal to one percent (1%) of the Net Shipments by LICENSEE 
     for Licensed Product sold under the Trademarks in advertising of the 
     Licensed Product and Trademarks. LICENSEE shall, on the day following 
     the last day of each respective Contract Year, submit to LICENSOR any 
     documentation as shall be reasonably requested by LICENSOR to evidence 
     the expenditure of the Advertising Royalty. In the event that LICENSEE 
     fails to spend the entire Advertising Royalty during the respective 
     Contract Year in which the Advertising Royalty was to be expended 
     hereunder, LICENSEE will, on the day following the last day of the 
     respective Contract Year, pay to LICENSOR the total sum of the 
     Advertising Royalty which was not expended hereunder. No Advertising 
     Royalty will be paid on the "Off Price" Merchandise.

b.   LICENSEE shall pay to LICENSOR, concurrently with the execution of 
     this Agreement with respect to the First Contract Year, an Advance 
     Royalty Payment equal to the amount set forth in item 5 of the attached 
     License Agreement Detail Schedule, no part of which shall be 
     refundable. The Advance Royalty Payment

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<PAGE>


     shall not reduce or offset the payment of any Guaranteed Annual Minimum 
     Royalty hereunder. However, the Advance Royalty Payment may be applied 
     to reduce and offset the payment of any royalty due hereunder in excess 
     of the Guaranteed Annual Minimum Royalty due in the first two (2) 
     Contract Years.

c.   Promotional Merchandise shall be defined as regular line Licensed 
     Product which is sold as an incentive at a discounted price. In the 
     event LICENSEE is desirous of increasing Promotional Merchandise 
     shipping beyond fifteen percent (15%) of total production of Licensed 
     Product in any Contract Year, LICENSEE must first receive LICENSOR's 
     prior written approval thereof on a case-by-case basis.

d.   Off-priced Merchandise shall be defined as either close-out 
     Licensed Product or substandard Licensed Product. In the event LICENSEE 
     is desirous of increasing Off-priced Merchandise shipping beyond 
     fifteen percent (15%) of total production of Licensed Product in any 
     Contract Year, LICENSEE must receive LICENSOR's prior written approval 
     thereof on a case-by-case basis. In no event will LICENSEE offer for 
     sale, or distribute any substandard Licensed Product unless the 
     Licensed Product are clearly identified to the consuming public as 
     being "seconds".

e.   LICENSEE shall keep complete, detailed and accurate records of all 
     Promotional and Off-priced Merchandise sales, which records shall be 
     available to LICENSOR for inspection at LICENSEE's premises during 
     regular business hours.

f.   For the purposes of this Agreement, LICENSEE agrees that aggregate 
     returns of the Licensed Product credited during any Contract Year 
     hereunder shall not exceed five percent (5%) of the gross dollar amount 
     invoiced by LICENSEE for all the Licensed Product sold during the 
     respective Contract Year (the "Returns Limitation"). In the event that 
     aggregate returns of the Licensed Product exceed the Returns 
     Limitation, all returns of the Licensed Product in excess of the 
     Returns Limitation shall not be deducted from the gross dollar amount 
     of sales of the Licensed Product in determining Net Shipments hereunder.

9.   PAYMENT

a.   The payments provided for in Paragraph 8, above, shall be based 
     upon all Net Shipments in each calendar month (the "Royalty Period") 
     and shall be due and payable by LICENSEE to LICENSOR by the twentieth 
     (20th) day of the next following calendar month. All Guaranteed Monthly 
     Royalty Payments are due and payable in accordance with Subparagraph 
     10.e. below by LICENSEE to LICENSOR on the twentieth (20th)

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     day of each respective calendar month for that Contract Year. At the 
     time of each such payment, LICENSEE shall provide LICENSOR with a 
     complete, accurate, written statement of its Net Shipments of Licensed 
     Product for the Royalty Period. The written statement of Net Shipments 
     of Licensed Product (a copy of which is attached hereto as Exhibit 
     "B-4") must be certified as accurate by LICENSEE and will include, but 
     will not be limited to, information as to: each respective invoice 
     number (in sequential order inclusive of all "voided" invoices), 
     invoice date, customer name or number, gross dollar amount invoiced, 
     terms of any customary trade allowances (as a percentage and in 
     aggregate dollars), actually credited returns (in aggregate dollars), 
     and other deductions taken against the gross dollar amount invoiced, 
     and any such other further information as LICENSOR may from time to 
     time reasonably request, solely for purposes of verifying the accuracy 
     of the Royalty payment. Such statements shall be furnished to LICENSOR 
     whether or not any Licensed Product has been shipped, distributed 
     and/or sold during the preceding Royalty Period and whether or not any 
     monies are then due LICENSOR.

b.   LICENSEE's statements and all amounts payable to LICENSOR by 
     LICENSEE shall be submitted to:

               BHPC Marketing, Inc.
               620 West 135th Street
               Gardena, California 90248
               Attn: Royalty Receivables Department

c.   The receipt and/or acceptance by LICENSOR of any of the statements 
     or reports furnished or payments paid hereunder to LICENSOR (or the 
     cashing of any checks paid hereunder) shall not preclude LICENSOR from 
     questioning the correctness thereof at any reasonable time thereafter 
     and, in the event that any inconsistencies or mistakes are discovered 
     in such statements, reports, or payments, they shall immediately be 
     rectified by LICENSEE and the appropriate payment shall immediately be 
     made by LICENSEE, unless LICENSEE disputes in good faith LICENSOR's 
     evaluation of the payments, in which case the parties will have twenty 
     (20) days to resolve the dispute.

d.   All payments made hereunder shall be in United States currency or 
     checks drawn on a United States bank.

e.   Time is of the essence with respect to all payments to be made 
     hereunder by LICENSEE. In the event LICENSEE shall fail to pay any sum 
     required to be paid by this Agreement after the due date thereof, the

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     LICENSEE shall fail to pay any sum required to be paid by this 
     Agreement after the due date thereof, the amount owing shall thereupon 
     bear interest at the maximum annual percentage rate allowable by law 
     from the due date until paid.

10.  GUARANTEES

a.   Guaranteed Annual Royalty Payments - LICENSEE shall pay, for each 
     Contract Year during the term of this Agreement, beginning with the 
     First Contract Year, the respective Guaranteed Annual Royalty Payments 
     set forth in item 7 of the attached License Agreement Detail Schedule.

b.   Guaranteed Target Net Shipments - If, in any Contract Year, 
     LICENSEE does not achieve the Guaranteed Target Net Shipment Volume 
     figure set forth in item 7 of the attached License Agreement Detail 
     Schedule LICENSOR may, at its option, immediately thereafter terminate 
     this Agreement in writing by giving LICENSEE written notice not later 
     than thirty (30) days after the end of the Contract Year.

c.   Guaranteed Net Shipments - If, in any Contract Year, LICENSEE does 
     not achieve the Guaranteed Net Shipments figure set forth 
     in item 7 of the attached License Agreement Detail Schedule LICENSOR 
     may, at its option, immediately thereafter terminate this Agreement in 
     writing by giving LICENSEE written notice not later than thirty (30) 
     days after the end of the Contract Year.

d.   Termination under Subparagraphs 10.b. and 10.c., above, shall be 
     without further recourse by LICENSOR under this Agreement, except for 
     past Royalties due.

e.   Guaranteed Monthly Royalty Payments - In order to ensure that the 
     above guarantees are met, LICENSEE shall pay to LICENSOR each month 
     pursuant to Paragraphs 8 and 9, above, the respective Guaranteed 
     Monthly Royalty Payments set forth in item 7 of the attached License 
     Agreement Detail Schedule for each Contract Year during the Term of 
     this Agreement. In the event that any actual Monthly Royalty Payment 
     calculated in accordance with Paragraph 8, above, is less than the 
     applicable Guaranteed Monthly Royalty Payment, LICENSEE shall pay to 
     LICENSOR the Guaranteed Monthly Royalty Payment in accordance with 
     Paragraph 9. In the event that any actual Monthly Royalty Payment 
     calculated in accordance with Paragraph 9 exceeds the Guaranteed 
     Monthly Royalty Payment, the actual Royalty payment shall be paid to 
     LICENSOR in accordance with Paragraph 9.

f.   In the event of the termination of this entire Agreement, LICENSEE 
     is obligated to pay the balance of the

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     Guaranteed Annual Royalty Payments due for the remainder of the Contract
     Years in the then current term, and payment in full shall be due and
     payable within thirty (30) days of said termination as LICENSOR's only
     recourse in the event of termination.

11.  EXPLOITATION BY LICENSEE

 a.  LICENSEE agrees to commence, and diligently continue thereafter, the
     distribution, shipment and sale of each category of the Licensed Product in
     commercially reasonable quantities in the Territory on or before the
     respective distribution date set forth next to each category of the
     Licensed Product described in item 2 of the attached License Agreement
     Detail Schedule.

 b.  LICENSEE agrees that the Licensed Product will be sold, shipped and
     distributed outright, at a competitive price determined by LICENSEE, and
     not on an approval, tie-in, consignment, or "sale or return" basis.
     LICENSEE further agrees that the Licensed Product will only be knowingly
     sold to retailers, jobbers, wholesalers and distributors for sale, shipment
     and distribution to retail stores and merchants commonly considered and
     referred to in the industry as moderate or better department stores and
     specialty stores for sale, shipment and distribution direct to the public.
     Notwithstanding the foregoing to the contrary, LICENSOR agrees that the
     Licensed Product may also be sold to those retail stores commonly
     considered and referred to in the industry as "Warehouse Clubs" (such as
     Price Club, Sam's Warehouse, Pace, Costco, B.J.'s) so long as the total Net
     Shipment volume of Licensed Product sold to such "Warehouse Clubs" does not
     exceed twenty five percent (25%) of LICENSEE's annual Net Shipment volume.
     Any sale of Licensed Product exceeding twenty five percent (25%) of
     LICENSEE's Net Shipment volume will be deemed a material breach of this
     Agreement and LICENSOR will have the right thereafter to terminate this
     Agreement.  The manner and scope of the distribution of the Licensed
     Product, availability, variety, fabrication, colors and sizes are critical
     to the promotion, enhancement and protection of the Trademarks and their
     associated goodwill.  LICENSEE acknowledges that it has no right to and
     shall not sell or distribute the Licensed Product to any diverter or to
     anyone whose sales or distribution are or will be made for publicity,
     promotional or tie-in purposes, combination sales, premiums, giveaways,
     direct mail, electronic shopping, vending machines or similar methods of
     merchandising, or whose business methods are or reported to be
     questionable.


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<PAGE>

 c.  LICENSEE further agrees to sell to LICENSOR, if requested to do so by
     LICENSOR, any product manufactured or sold by LICENSEE, from LICENSEE's
     regular production at LICENSEE's customary net selling price.

12.  BOOKS, RECORDS, AND RIGHTS TO AUDIT

 a.  LICENSEE agrees that it shall keep complete and accurate written books of
     accounts and records, maintained in accordance with generally accepted
     accounting principles consistently applied, at its principal place of
     business, covering all Licensed Product manufactured, distributed, and sold
     under the Trademarks.  LICENSEE shall provide LICENSOR with the following:
     (i) an audited, set of financial statements (i.e., balance sheet, income
     statement, and sources and uses of funds) to be delivered to LICENSOR
     within one hundred twenty (120) days after the end of each fiscal year of
     LICENSEE; and
     (ii) an interim set of financial statements to be delivered to LICENSOR
     within sixty (60) days following the end of the first six (6) months of
     each fiscal year of LICENSEE.  All such financial information must be
     prepared by an independent certified public accountant, approved in writing
     by LICENSOR. LICENSOR hereby approves Seidman & Seidman as the accountant.

 b.  LICENSOR and its duly authorized representatives shall have the right, at
     LICENSOR'S expense, at all reasonable business hours of the day, with
     reasonable notice to audit LICENSEE's books of account and records and all
     other documents and material in the possession or under the control of
     LICENSEE with respect to the subject matter and the terms of this Agreement
     and to make copies and extracts thereof.  Within ten (10) days following
     any written request by LICENSOR, LICENSEE will deliver copies and extracts
     of any books of account, records, documents, materials, and information
     as are requested by LICENSOR inclusive of, but not limited to: financial
     statements, general ledger detail and supporting journals, documents, sales
     and credit memo registers, financial projections and wholesale price
     listings.  All books of account and records of LICENSEE covering all
     transactions relating to this Agreement shall be retained by LICENSEE for
     at least three (3) years after the expiration or termination of this
     Agreement for inspection by LICENSOR.  In the event that any such audit
     reveals an underpayment by LICENSEE, LICENSEE shall immediately remit
     payment to LICENSOR in the amount of such underpayment plus


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     interest calculated at the maximum annual percentage rate allowable by law,
     compounded daily, calculated from the date such payment was actually due
     until the date when such payment is, in fact, actually made.  In the event
     that any material underpayment is revealed by any such audit, LICENSEE
     shall pay all reasonable costs and expenses of the examination and audit,
     including any reasonable travel expenses incurred by LICENSOR in making
     such examination, and costs and expenses of any accountants or other
     persons retained by LICENSOR to examine, audit, or analyze LICENSEE's
     records.  A "material underpayment" is hereby defined as an underpayment of
     five percent (5%) or more.

13.  INSURANCE

     LICENSEE shall, throughout the term of this Agreement, obtain and maintain
     at its own cost and expense from a qualified insurance company acceptable
     to LICENSOR, a policy or policies of insurance, insuring against those
     risks customarily insured against under broad form comprehensive general
     liability policies arising out of any defects or failure to perform,
     alleged or otherwise, of the Licensed Product or any use thereof, including
     "product liability", "completed operations", "advertisers' liability
     insurance", etc and any liability of LICENSEE arising out of Paragraph 20,
     below.  All such policies of insurance shall have endorsements or coverage
     with combined single limits of not less than $1,000,000 with deductibles
     reasonably acceptable to LICENSOR and shall name LICENSOR, and those
     designated by LICENSOR, with LICENSEE's approval, as additional insureds
     thereunder.  Such policies of insurance shall contain:

     a.   severability of interest;
     b.   cross liability; and
     c.   endorsement stating: "Such insurance as is afforded by this policy
          for the benefit of BHPC Marketing, Inc. shall be primary as respects
          any liability of claims arising out of (LICENSEE's) operation, and
          any insurance carried by BHPC Marketing, Inc. shall be excess and
          non-contributory."

     The policies shall provide for ten (10) days notice to LICENSOR from the
     insurer by Registered or Certified Mail, return receipt requested, in the
     event of any modification, cancellation or termination.  LICENSEE agrees to
     furnish LICENSOR a certificate of insurance or copy of the policies
     evidencing same within thirty (30) days after execution of this Agreement
     and from time to time as requested by LICENSOR within ten


                                       13

<PAGE>

     (10) days of LICENSOR's request; in no event, shall LICENSEE manufacture,
     offer for sale, sell, advertise, promote, ship and/or distribute the
     Licensed Product prior to receipt by LICENSOR of such evidence of
     insurance.  If LICENSEE fails to procure, maintain and/or pay for at the
     times and for the durations specified in this Agreement, the insurance
     required hereunder, or fails to carry insurance required by any
     governmental requirement, LICENSOR may (but without obligation to do so),
     and without notice to LICENSEE, perform such obligations on behalf of
     LICENSEE, and the cost thereof, together with interest thereon at the
     maximum rate allowed by law, shall immediately become due and payable to
     LICENSOR.

14.  USE, DISPLAY, AND SALE INVOLVING THE TRADEMARKS AND COPYRIGHT

 a.  In order to protect the Trademarks and LICENSOR's reputation, LICENSEE will
     manufacture, distribute and sell the Licensed Product in compliance with
     all applicable laws.  During the term of this Agreement, in no event shall
     LICENSEE, or any affiliated entity, manufacture or import, distribute or
     sell any products using any trademark or other designation containing the
     words "BEVERLY HILLS", or "POLO", or depicting any equestrian figure,
     without the written consent of LICENSOR.

 b.  It is specifically understood and agreed that LICENSEE may engage in the
     manufacture and distribution of products similar to or competitive with the
     Licensed Product for its own account or pursuant to license agreements with
     others, provided, however, neither LICENSEE nor any employee, shareholder,
     officer, director, parent, subsidiary or affiliate of LICENSEE shall
     manufacture or import, distribute or sell merchandise, the brand name of
     which has a closely resembling similarity to the Trademarks.  LICENSEE
     further agrees not to use a closely resembling similarity of any graphic,
     style or design supplied by LICENSOR to LICENSEE except for such items as
     are generic or standard styles and designs and those items which LICENSEE
     has already been using on the date of this Agreement for its other product
     lines.

 c.  LICENSEE shall exercise reasonable efforts, within the limits allowed by
     the laws and governmental regulations in effect in the Territory, to ensure
     that its merchandising and sale of the Licensed Product shall conform to
     policies and methods suitable for goods of high quality sold under a
     prestigious label of worldwide repute.

15.  OWNERSHIP OF THE TRADEMARKS

a.   LICENSEE agrees that nothing in this Agreement shall give LICENSEE any
     right, title, or interest in the


                                       14

<PAGE>

     Trademarks other that the license to use the Trademarks on the Licensed
     Product; that such marks are the sole property of LICENSOR; that all such
     uses by LICENSEE of such marks shall inure only to the benefit of LICENSOR;
     and it being understood that all right, title and interest relating thereto
     are expressly reserved by the LICENSOR except for the rights being licensed
     hereunder.

 b.  LICENSEE recognizes that LICENSOR may already have entered into license
     agreements with respect to the Trademarks for products which fall into the
     same general product category as the Licensed Product, but which are not
     sold to the same retail store departments as the Licensed Product, and
     which may be similar to, but not the same as, the Licensed Product in terms
     of function, or otherwise.  LICENSOR will advise LICENSEE of the specifics
     of each such agreement.  LICENSEE hereby expressly concedes that the
     existence of said licenses does not and shall not constitute a breach of
     this Agreement by the LICENSOR.  Nothing herein shall permit LICENSOR to
     license a retail outlet directly to make Licensed Products or products
     substantially similar thereto, it being understood that any such products
     to be sold by the retail outlet must be purchased from LICENSEE.

 c.  LICENSEE agrees and acknowledges that if it has obtained or obtains in the
     future, in any country, any right, title, or interest in any marks which
     are confusingly similar to the Trademark, (including the filing of any
     application for trademarks or service mark registration or the obtaining of
     any issued registration), that LICENSEE has acted or will act as an agent
     and for the benefit of LICENSOR.  LICENSEE further agrees to execute any
     and all instruments deemed by LICENSOR, its attorneys or representatives,
     to be necessary to transfer such right, title, or interest to LICENSOR to
     protect LICENSOR's right, title and interest in such marks.

 d.  LICENSEE agrees not to raise or cause to be raised to third parties, either
     during the term of this Agreement or after its expiration or termination,
     on any grounds whatsoever, any questions concerning the validity of the
     Trademarks or LICENSOR's rights therein.

16.  COMPLIANCE WITH LIMITATIONS ON USE OF TRADEMARKS

     LICENSEE agrees that the Licensed Product, and all labels, hang tags,
     packaging and other trade dress, used in connection with such Licensed
     Products, shall not violate any restrictions on use or display of the marks
     as provided in that Settlement Agreement and Consent Judgement with Polo
     Fashions, Inc., a copy of which


                                       15


<PAGE>

BHPC.12


     is attached hereto as Exhibit "D".  Nothing contained in this
     Agreement makes Polo Fashions, Inc., or any related company,
     a third party beneficiary of this Agreement.  In the event
     LICENSEE is subject to loss or liability under said Settlement
     Agreement and/or Consent Judgment for any actions not in
     breach of this Agreement or actions of LICENSEE approved by
     LICENSOR pursuant to this Agreement, LICENSOR shall indemnify
     and hold harmless the LICENSEE and its directors, officers,
     and related companies, including in the event LICENSEE's
     rights under this Agreement are materially and adversely
     impaired through no breach by LICENSEE.

17.  THIRD PARTY INFRINGEMENT

     LICENSOR warrants that it owns the Trademarks and has all
     necessary rights and authority to enter into this Agreement,
     that it will exercise best efforts to keep the Trademarks
     valid and subsisting and unimpaired by its actions, and that
     it has no knowledge of any infringement of the Trademarks in
     connection with products similar to the Licensed Products. 
     LICENSEE agrees to notify LICENSOR in writing of any
     infringements or imitations by third parties of the
     Trademarks, the Licensed Product and/or the Promotional and
     Packaging Material which may come to LICENSEE's attention.  In
     the event that a third party should infringe any of the
     Trademark rights or any other rights under this Agreement in
     the Territory, LICENSOR shall have the sole right to determine
     whether any action shall be taken on the account of such
     infringement, and LICENSEE shall not take any action on
     account of any infringement without first obtaining written
     consent of LICENSOR, such consent not to be unreasonably
     withheld.

18.  ASSIGNABILITY AND MANUFACTURING

 a.  The license granted hereunder is, and shall remain, personal
     to LICENSEE and shall not be granted, assigned, or otherwise
     conveyed by any act of LICENSEE or by operation of law.  For
     the purposes of this Paragraph 18, any sale or transfer of any
     ownership interest in LICENSEE shall constitute a prohibited
     assignment of the license granted hereunder.  LICENSEE shall
     have no right to grant any sublicenses without LICENSOR'S prior
     express written approval.  Any attempt on the part of LICENSEE
     to arrange to sublicense or assign to third parties its right
     under this Agreement, shall constitute a material breach of
     this Agreement.  Nothing herein precludes LICENSEE from
     pledging this Agreement as collateral or security for
     financing to its primary lenders or hiring third parties to
     manufacture, assemble or sell the Licensed

                                16

<PAGE>
BHPC.12



     Products.

 b.  LICENSOR shall have the right to assign its rights and
     obligations under this Agreement without the approval of
     LICENSEE.

19.  NO AGENCY, JOINT VENTURE, PARTNERSHIP

     The parties hereby agree that no agency, joint venture, or
     partnership is created by this Agreement, and that neither
     party shall incur any obligation in the name of the other
     without the other's prior written consent.

20.  INDEMNIFICATION

 a.  Except for claims of trademark infringement, unfair
     competition or similar claims, LICENSEE will indemnify, defend
     and hold LICENSOR harmless from any and all third party
     liabilities, claims, obligations, suits, judgments and
     expenses whatsoever, including court costs and reasonable
     attorney's fees, which LICENSOR may incur or which may be
     asserted against LICENSOR and which arise or occur with
     respect to the operation of LICENSEE's business as it relates
     to the design, import, manufacture, distribution, promotion,
     advertisement, and sale of the Licensed Product under the
     Trademarks or with respect to this Agreement and LICENSEE's
     performance hereunder; and further provided that with respect
     to any matter for which LICENSEE has an obligation to
     indemnify LICENSOR, LICENSEE shall have the right to undertake
     and conduct the defense of any cause of action so brought and
     handle any such claim or demand, provided that LICENSEE shall
     consult with LICENSOR in good faith regarding the handling of
     the claim and obtain LICENSOR's consent for any settlement or
     compromise that adversely affects LICENSOR's business.

 b.  LICENSOR will indemnify, defend and hold LICENSEE harmless
     from any and all third party liabilities, claims, obligations,
     suits, judgments and expenses whatsoever, including court
     costs and reasonable attorney's fees, which LICENSEE may incur
     or which may be asserted against LICENSEE and which arise or
     occur with respect to the operation of LICENSOR's business or
     the conduct of LICENSOR's other licensees of the Trademarks,
     or any claim of infringement, unfair competition, and the like
     with respect to LICENSEE's use of the Trademarks in compliance
     with the terms of this Agreement; and further provided that
     with respect to any matter for which LICENSOR has an
     obligation to indemnify LICENSEE, LICENSOR shall have the
     right to undertake and conduct the defense of any cause of
     action so brought and

                                17

<PAGE>


BHPC.12


     handle any such claim or demand, provided that LICENSOR shall
     consult with LICENSEE in good faith regarding the handling of
     the claim and obtain LICENSEE's consent for any settlement or
     compromise that adversely affects LICENSEE's business.  Such
     indemnity shall extend to liabilities and claims incurred after
     the expiration or termination of this Agreement but which are
     based on acts or events whose proximate cause arose during
     this Agreement.

21.  TERMINATION

 a.  In addition to the termination rights provided elsewhere in
     this Agreement, each party will have the right to terminate
     this Agreement in the event that:

     (i) the other party violates or fails to perform any agreement, 
     obligation, term, or condition of this Agreement and that violation 
     or failure to perform is not cured within thirty (30) days 
     following written notice thereof; or (ii)the other party becomes 
     insolvent, files a voluntary petition in bankruptcy, a petition is 
     filed against that party to have that party adjudicated as bankrupt 
     and same is not dismissed in sixty (60) days, that party enters 
     into any composition with its creditors, but not including 
     reorganization under the Bankruptcy Code.  Provided, however, such 
     termination by LICENSEE shall not relieve LICENSEE of the 
     obligation to pay any Royalty earned by LICENSOR up to the 
     effective date of termination, nor prejudice any cause of action or 
     claim of the terminating party accrued, or to accrue, on account of 
     the breach or default of the other party.

 b.  Notwithstanding the provisions of sub-paragraph 21a.(i) to the
     contrary, in the event that LICENSEE violates this Agreement
     or fails to perform any material agreement, obligation, term,
     or condition of this Agreement for the third (3rd) time, for
     any reason except force majeure, LICENSEE shall forfeit the
     right to cure such violation or failure to perform, and this
     Agreement will terminate upon the giving of the written notice
     thereof.

22.  EFFECT OF EXPIRATIONS OR TERMINATION

 a.  Except for the limited purposes indicated below, upon
     expiration or termination of this Agreement, all rights and
     licenses granted to LICENSEE hereunder shall immediately
     expire, shall forthwith revert to LICENSOR, and LICENSEE shall
     immediately cease and desist from using the Trademarks and any
     technical information supplied by LICENSOR to LICENSEE
     hereunder.  To this end, LICENSEE will be

                                18

<PAGE>

BHPC.12


     deemed to have automatically assigned to LICENSOR, pursuant to
     the express provisions of this Agreement, upon such expiration
     or termination, the Trademarks, equities, good will, titles,
     and other rights in or to the Licensed Product and all
     adaptations, compilations, modifications, translations and
     versions thereof, and all other trademarks used in connection
     therewith (not including any of LICENSEE's trademarks and
     logos) which have been or may be obtained by LICENSEE or which
     may vest in LICENSEE and which have not already been assigned
     to LICENSOR but not including any generic or standard styles,
     labels, tags, designs, graphics and the like.  LICENSOR may
     thereafter, it its sole discretion enter into such
     arrangements as it deems desirable, with any other party, for
     the manufacture, promotion and sale of the Licensed Product in
     the Territory.

 b.  Any Licensed Products, finished or in progress, shall be
     disposed of as follows:

     (A) Upon expiration of this Agreement or termination for breach
     by LICENSOR, any finished Licensed Product in LICENSEE's
     possession or in progress unsold or sold but not delivered on
     the date of the expiration of this Agreement may, subject to
     payment of the Royalty payable to LICENSOR, be sold by
     LICENSEE, pursuant to a plan to be approved by LICENSOR, or to
     the customers to whom LICENSEE is committed or have bought
     said product, for a period of one hundred twenty (120) days
     after expiration hereof.  Any Royalty paid by LICENSEE to
     LICENSOR during the aforementioned one hundred twenty (120) day
     period is separate and apart from the Royalty generated during
     the term of the Agreement and such Royalty is not to be
     applied to the Guaranteed Annual Royalty Payments as outlined
     in Subparagraph 10b. and column (C) of item 7 of the attached
     License Agreement Detail Schedule.  All inventory remaining
     after such one hundred twenty (120) day period shall be
     destroyed or stripped of all imprints, lettering, mentions or
     other reproductions of or references to the Trademarks and
     related logos; and all molds, patterns, transfers, and other
     property bearing the Trademarks of relating thereto shall be
     destroyed; all under the supervision of LICENSOR, at
     LICENSOR's cost if any travel involved.  Except for goods
     already committed or sold to LICENSEE's customers, LICENSOR
     shall have the first right to purchase said Licensed Product
     at the direct cost price (comprised of material and direct
     labor expenses as set forth in LICENSEE's books and records,
     plus five percent (5%) for overhead) upon expiration or
     termination of this Agreement.

                                19

<PAGE>

BHPC.12

     (B) Any finished Licensed Product in LICENSEE's possession
     unsold on the date of termination of this Agreement (other
     than for breach by LICENSOR), and all molds, patterns,
     transfers and other property bearing the Trademarks or
     relating thereto shall be destroyed or defaced to remove the
     Trademarks by LICENSEE within (30) days following the
     termination of this Agreement; further, LICENSEE agrees, on or
     before the last day of the one hundred day (120) period, to
     provide LICENSOR with a certificate signed by LICENSEE's Chief
     Executive Officer certifying under penalty of perjury that
     such unsold inventory, molds, patterns, transfers, and other
     property have been destroyed or defaced so as not to include
     the Trademarks and logo of LICENSOR.  Sold product may be
     delivered to the customers.  LICENSEE shall, within sixty (60)
     days after expiration or termination of this Agreement as the
     case may be, furnish LICENSOR with a full and detailed written
     statement of the Licensed Product in its inventory or the
     Licensed Product in progress as stated in Subparagraph 22.c.
     below.  LICENSOR shall have the option of conducting a
     physical inventory at the time of expiration or termination
     and/or at a later date (within thirty (30) days of termination
     or expiration) in order to ascertain or verify such statement. 
     In the event that the LICENSEE refuses to permit LICENSOR to
     conduct such physical inventory, LICENSEE shall forfeit its
     rights hereunder to dispose of such unsold inventory.  In
     addition to such forfeiture, LICENSOR shall have recourse to
     all other remedies available to it.

 c.  Upon the termination of this Agreement, LICENSEE shall, within
     ten (10) days following termination, give written notice to
     LICENSOR of the:

     (i)Licensed Product, by style, in its possession or under its
     control;
     (ii)location of the inventory of the Licensed Product;
     (iii)amount of the work in process;
     (iv)Licensed Product in transit; and
     (v)name, address, and telephone number of each contractor,
     shipper and/or sales representative

 d.  Except for the inventory phase-out rights as stated above,
     LICENSEE shall accept no order, or undertake any new
     production, that would be delivered after the date of
     expiration of this Agreement.  Three (3) months prior to the
     expiration of this Agreement, and monthly thereafter until
     expiration, LICENSEE shall provide to LICENSOR an inventory,
     by style, of all the Licensed Product in its possession or
     under its

                                20


<PAGE>

BHPC.12


    control, and all work in process.  Three (3) months prior to the expiration
    of this Agreement, and monthly until expiration, LICENSEE shall provide
    LICENSOR with copies of all orders, invoices, bills of lading, credit
    memoranda, and statements provided to LICENSEE's factor (if any).

 e. LICENSEE shall deliver to LICENSOR, upon termination of this Agreement or
    thirty (30) days prior to the expiration of this Agreement the names,
    addresses, and telephone numbers of each supplier of any item having the
    Trademarks.  LICENSEE shall be responsible to LICENSOR for any damages
    caused by the unauthorized use by LICENSEE or by others only if caused by
    the reckless conduct of LICENSEE of such reproduction materials which are
    not turned over to LICENSOR.

23. MODIFICATION; WAIVER

    No modification of any of the terms or provisions of this Agreement shall
    be valid unless contained in a writing signed by the parties.  No waiver by
    either party of a breach or a default hereunder shall be deemed a waiver by
    such party of a subsequent breach or default of a like or similar nature. 
    Except as otherwise stated in this Agreement, resort by LICENSOR or
    LICENSEE to any remedies referred to in this Agreement or arising by reason
    of a breach of this Agreement by LICENSEE or LICENSOR shall not be
    construed as a waiver by LICENSOR of its right to resort to any and all
    other legal and equitable remedies available to LICENSOR or LICENSEE.

24. FORCE MAJEURE

    Neither LICENSOR nor LICENSEE shall be liable to each other or be deemed in
    breach or default of any obligations contained in this Agreement, for any
    delay or failure to perform due to causes beyond its reasonable control,
    including but not limited to delay due to the elements, acts of the United
    States Government, acts of a foreign government, acts of God, fires,
    floods, epidemics, embargoes, riots, strikes, any of the foregoing events
    being referred to as a "Force Majeure" condition.  In such event, dates for
    performance shall be extended for the period of delay resulting from the
    Force Majeure condition.  The party affected by a Force Majeure condition
    shall, as soon as practicable, notify the other party of the nature and
    extent of such condition.

25. NOTICE

    All notices, approvals, consents, requests, demands, or other
    communications to be given to either party in


                                          21

<PAGE>

BHPC.12


    writing may be effected by personal delivery or by depositing the same in
    the United States mail, certified and return receipt requested, postage
    prepaid.  Such communication shall be addressed to LICENSEE and LICENSOR at
    their respective addresses as set forth in the preamble above.

26. CONSTRUCTION; VENUE

    This Agreement shall be construed in accordance with the laws of the State
    of California, U.S.A., and the parties agree that it is executed and
    delivered in that state, and any claims arising hereunder shall, at
    LICENSOR's election, be prosecuted in the appropriate Court of the State of
    California in Los Angeles County or any Federal District Court therein.

27. ENTIRE AGREEMENT

    This Agreement, contains the entire understanding of the parties 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.

28. CONFIDENTIAL INFORMATION

    LICENSOR and LICENSEE agree (and shall instruct their partners, officers,
    directors, designers, and other persons to whom disclosure is made) to keep
    strictly confidential all designs, manufacturing instructions, and other
    information relating to the Licensed Product or the customers and business
    operations of the other party that are not otherwise available to the
    public, whether furnished by one to the other or in any way acquired by
    either party; and the same shall be used by either party solely under this
    Agreement and for the purpose of marketing of the Licensed Product.  This
    provision, as well as all indemnifications provided in this Agreement,
    survive termination or expiration.

29. EQUITABLE RELIEF

    LICENSEE acknowledges and agrees that:
     (i)   LICENSEE's failure to meet the quality standards herein;
     (ii)  LICENSEE's failure: (a) to use the Trademarks, or (b) to manufacture,
     offer for sale, sell, advertise, promote, ship or distribute the Licensed
     Product, both in accordance with the provisions of this Agreement; 
     or
     (iii) any unauthorized use or disclosure of confidential information of
     LICENSOR or LICENSEE, cannot


                                          22

<PAGE>

BHPC.12


     be compensated adequately with a remedy at law and will cause irreparable
     damage to LICENSOR or LICENSEE.  Accordingly, the parties agree that
     LICENSOR or LICENSEE may seek from any court having jurisdiction, such
     equitable relief by way of temporary restraining orders, permanent
     injunctions or otherwise as is available to compel the discontinuance of
     such conduct.  LICENSEE agrees that any court of general jurisdiction in
     Los Angeles County or any Federal District Court therein shall have
     jurisdiction of such claim.

30.  ATTORNEYS' FEES

     In the event any legal action becomes necessary to enforce or interpret the
     terms of this Agreement, the prevailing party shall be entitled, in
     addition to its court costs, to such reasonable attorneys' fees as shall be
     fixed by a court of competent jurisdiction.

31.  BINDING EFFECT

     This Agreement shall be binding on the parties, and their successors and
     assigns.

32.  SURVIVAL OF THE RIGHTS

     Notwithstanding anything to the contrary contained herein, such obligations
     which remain executory after expiration of the term or termination of this
     Agreement shall remain in full force and effect until discharged by
     performance and such rights as pertain thereto shall remain in force until
     their expiration.

33.  SEVERABILITY

     In the event that any term or provision of this Agreement shall for any
     reason be held to be invalid, illegal or unenforceable in any respect, such
     invalidity or unenforceability shall not affect any other term or provision
     and this Agreement shall be interpreted and construed as if such term or
     provision, to the extent the same shall have been held to be invalid,
     illegal or unenforceable, had never been contained herein.

34.  CAPTIONS

     The captions used in connection with the paragraphs and subparagraphs of
     this Agreement are inserted only for purpose of reference.  Such captions
     shall not be deemed to govern, limit, modify or in any other manner affect
     the scope, meaning or intent of the provisions of this Agreement or any
     part thereof nor shall such captions otherwise be given any legal effect.


                                          23

<PAGE>

BHPC.12


35.  INCORPORATION OF EXHIBITS

     LICENSOR and LICENSEE acknowledge and agree that the provisions of Exhibits
     "A" through "D" attached hereto (the "Exhibits") are integral to this
     Agreement and that the provisions of the Exhibits are all hereby
     incorporated herein and made a part hereof as if set out in full in this
     Agreement.

36.  RIGHT OF FIRST REFUSAL

     LICENSOR will offer to LICENSEE the Right of First Refusal to license the
     product category of men's warm up suits in all fabrications, excluding
     silk, men's basic pique and jersey polo shirts, men's beachwear, i.e.
     swimwear, crew neck fleece tops in solid colors, embroidery, screen prints
     and color block, matching basic t-shirts and tank tops, and basic fleece
     pants.  LICENSOR will submit in writing to LICENSEE the terms and
     conditions of any good faith offer to license any of said product
     categories in the United States.  LICENSEE will have fifteen (15) days from
     receipt of said notice to notify LICENSOR in writing that it is willing to
     accept a License Agreement under the same terms and conditions as the
     offer.  IF LICENSOR is not notified within said time period, LICENSOR will
     deem that LICENSEE has refused the offer and will pursue the license with
     the offering party on the same terms and conditions presented to LICENSEE. 
     If the terms and conditions change, LICENSOR shall offer the right of first
     refusal to LICENSEE once again.  These rights of first refusal shall
     continue through the term of this Agreement whenever the rights for said
     product categories are offered to a third party for licensing.

37.  APPROVALS

     All approvals or consents required to be given by one party to the other
     under this Agreement shall not be unreasonably withheld or delayed
     notwithstanding anything in the Agreement to the contrary.


                                          24

<PAGE>

BHPC.12


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



LICENSOR:                               LICENSEE:


BHPC MARKETING, INC.,                   I.C. ISAACS & CO., L.P.

a California Corporation                a Delaware Limited Partnership




BY: /s/ Don Garrison                    BY: /s/ Gerald W. Lear
   --------------------------------        ------------------------------------
Don Garrison                            Jerry Lear

Licensing Director                      President, C.E.O.


Date: 12/18/95                          Date: 12/20/95
      ----------                              ----------


                                          25

<PAGE>

BHPC.12



                          LICENSE AGREEMENT DETAIL SCHEDULE


1.   DEFINITION OF TERRITORY:        United States, all its territories and
                                                                    possessions

2.   DEFINITION OF LICENSED PRODUCT:                          DISTRIBUTION DATE:
     -------------------------------                          ------------------

     Men's denim sportswear                                     January 1, 1996
     Men's outerwear
     Men's woven shirts, excluding dress shirts
     Men's knit and woven casual pants and shorts
     Men's sweaters
     Men's basic and fashion fleece tops and bottoms
     Men's overalls and shortalls
     Men's knit tops, including t-shirts and polo shirts
     Men's swimwear
     Men's warm ups
     All silk products are excluded from this Definition of
     Licensed Product

3.   INITIAL TERM:                      FROM                         TO
     -------------                      ----                         --

First Contract Year:               January 1, 1996          December 31, 1996
Second Contract Year:              January 1, 1997          December 31, 1997
Third Contract Year:               January 1, 1998          December 31, 1998

4.   RENEWAL TERM:
     -------------

Fourth Contract Year (if any):     January 1, 1999          December 31, 1999**
Fifth Contract Year (if any):      January 1, 2000          December 31, 2000
Sixth Contract Year (if any):      January 1, 2001          December 31, 2001

5.   ADVANCE ROYALTY PAYMENT:

First Contract Year:  None ($00)

6.   ROYALTY RATE:

5% of Net Shipments, plus 1% Advertising Royalty, to be spent by Licensee in
Advertising the Licensed Product in the Territory

