
<PAGE>

   

                                                               Exhibit 10.18

    

                                   AMENDMENT


     Simultaneously with the execution by I.C. Isaacs & Co., L.P. 
("Isaacs") of an "Assignment of Licenses" attached hereto as Exhibit A 
with respect to the assignment to Isaacs of certain "Exclusive Domestic 
License Agreements" identified therein (the "Women's License Agreements"), 
Isaacs and BHPC Marketing, Inc., the Licensor in said Women's License 
Agreements, hereby agree to amend the Women's Licenser Agreements as follows:

     1.  The royalty rate identified in the "License Agreement Detail 
Schedule" and in Paragraph 8 (a) (i) that is a part of each Women's License 
Agreement is deleted and amended to be Five Percent (5%) for the term and any 
renewal of each Women's License Agreement.

     2.  Paragraph 8 (a) (ii) of each Women's License Agreement is deleted in 
its entirety and amended to read the same as Paragraph 8 (a) (ii) of the 
"Exclusive Domestic License Agreement" for men's wear executed by Licensor 
and Isaacs simultaneously herewith (the "Men's Agreement"). A conforming 
change shall be made in Item 6 of the "License Agreement Detail Schedule" 
attached to each Women's License Agreement.

     3.  The changes noted in highlighted or handwritten fashion on the 
attached copy (as exhibit B) of the Men's Agreement (which do not include any 
changes in the "License Agreement Detail Schedule" of the Women's License 
Agreements except as stated above) are hereby made a part of each Women's 
License Agreement. For purposes of clarity, the parties may choose to restate 
each Women's License Agreement to reflect these amendments.

     4.  Licensor has granted to Isaacs a right of first refusal with respect 
to women's wear on the same terms as Paragraph 36 of the Men's License, for 
women's active wear including, but not limited to, basic T-shirts and basic 
sweat shirts.

     Executed as of September 1, 1993, intending this document to be binding.



/s/ Robert J. Arnot                           /s/ Don Garrison
-------------------------------------         --------------------------------
I.C. Isaacs & Co., L.P.                       BHPC Marketing, Inc.

Title: Chairman                               Title: Director of Licensing
       ------------------------------                --------------------------

<PAGE>


                                 EXHIBIT A

                                 ASSIGNMENT


<PAGE>

                                  EXHIBIT B

               CONFORMING CHANGES TO WOMEN'S LICENSE AGREEMENTS
               ------------------------------------------------


<PAGE>

                      EXCLUSIVE DOMESTIC LICENSE AGREEMENT        BHPC.12

     THIS AGREEMENT is made and entered into this 1st day of September, 1993 
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.,k 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,

<PAGE>

      distribution, advertising, promotion, shipment, and sale of the 
      Licensed Product in the Territory. This license is extended to and 
      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.

                                       2

<PAGE>

BHPC.12

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 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 
      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:

                                       3

<PAGE>

BHPC.12

      (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 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.

                                       4


<PAGE>

    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 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
     
                                    5
     
<PAGE>
       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").
     
    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
     
                                    6
     
<PAGE>
     
       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 of 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 
       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
     
                                    7
     
<PAGE>
     
       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 "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 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.

                                    8

<PAGE>

BHPC.12


    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 PARAGRAPH 1.0(E)
       BELOW by LICENSEE to LICENSOR on the twentieth


                                       9

<PAGE>

BHPC.12


       (20th) 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 
       PAYMENTS. 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 90240
                      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 20 DAYS 
       TO RESOLVE THE DISPUTE.

    d. All payments made hereunder shall be in United States currency or


                                      10

<PAGE>

BHPC.12

       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 
       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


                                      11

<PAGE>

BHPC.12


       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 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%)

                                     12
<PAGE>

BHPC.12

     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 are reported to be 
     questionable.

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

                                      13
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     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 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

                                      14
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     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 (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

                                      15
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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 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 Trademarks other than 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

                                      16
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BHPC.12

     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 xxxxxxx xxxx xxx 
     and shall xxx xxxxxxx x 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

                                      17
<PAGE>

     marks as provided in that Settlement Agreement and Consent Judgement 
     with Polo Fashions, Inc., a copy of which 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.

                                      18

<PAGE>

     LICENSEE shall have not right to grant any sublicenses without LICENSOR's
     prior to express written approval. Any attempt on the part of LICENSEE 
     to arrange to sublicense or assign to third parties its rights 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 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

                                     19

<PAGE>

     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 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

                                       20

<PAGE>

     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 EXPIRATION 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 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, in 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 Product, 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

                                      21

<PAGE>

     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.

     (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 thirty (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 TO INCLUDE THE TRADEMARKS AND LOGO OF LICENSOR. SOLD PRODUCT MAY 
     BE DELIVERED TO THE CUSTOMERS. LICENSEE shall, within SIXTY (60)

                                       22

<PAGE>

BHPC.12

     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 
     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
     
                                      23

<PAGE>

BHPC.12

     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 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

                                      24

<PAGE>

BHPC.12

     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 OF
     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

                                      25

<PAGE>

BHPC.12

     (iii) any unauthorized use or disclosure of confidential information of 
     LICENSOR OR LICENSEE, cannot 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

                                      26

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BHPC.12

     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.

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.

                                      27







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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:                                    BY:
   --------------------------------       ------------------------------
Don Garrison                           Jerry Lear
Licensing Director                     President, C.E.O.


Date:                                  Date:
     ------------------------------         ----------------------------



                                    28

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BHPC.12

                                SECTION (I)

                          NET SHIPMENT STATEMENT

     The written statement of Net Shipments of Licensed Product (a copy of 
which is attached hereto as Exhibit "F") referred to in Paragraph 9a 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 request. 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.

                               SECTION (II)

                     BOOKS, RECORDS, AND RIGHTS TO AUDIT

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.

                                 EXHIBIT "C"
                                 Page 1 of 3

<PAGE>

BHPC.12

                                 SECTION (III)

                            INSURANCE REQUIREMENTS

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 (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.

                                SECTION (IV)

            DISPOSAL OF INVENTORY ON EXPIRATION OR TERMINATION

(A) Upon expiration of the term of this Agreement, 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 travel involved.

                                 EXHIBIT "C"
                                 Page 2 of 3


<PAGE>

BHPC.12

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.

(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 thirty (30) days following the termination of this Agreement; 
further, LICENSEE agrees, on or before the last day of the one hundred twenty 
(120) day 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.



                                 EXHIBIT "C"
                                 Page 3 of 3





