
<PAGE>

   

                                                           Exhibit 10.26

    

                                  TRADEMARK LICENSE
                          AND TECHNICAL ASSISTANCE AGREEMENT
                                           
    AGREEMENT dated this 1st day of November, 1997, by and between GIRBAUD 
DESIGN, INC., ("Licensor") a corporation organized and existing under the 
laws of the State of Delaware having its offices at 411 East 50th Street, New 
York, New York 10022.

and

    I.C. ISAACS AND COMPANY, L.P. ("Licensee"), a limited partnership 
organized and existing under the laws of Delaware having its offices at 3840 
Bank Street, Baltimore, Maryland 21224-2522 and 350 Fifth Avenue, Suite 1029, 
New York 10118.  Wurzburg Holding S.A. (the "Trademark Owner"), a Luxembourg 
corporation having its offices at 134 Boulevard de la Petrussel-2330, 
Luxembourg, joins in this Agreement for purposes of Section 1.3 hereof as a 
material inducement for Licensee to enter into this Agreement.

                                 W I T N E S S E T H

    WHEREAS, Licensor is the holder of all rights to license certain 
trademarks and tradenames hereinafter defined (the "Marks") within the 
Territory hereinafter defined (the "Territory") which Marks are known 
throughout the world in connection with creative design and products of high 
quality in various fields of fashion and accessories; and

    WHEREAS, Licensor possesses certain technical know-how and expertise with 
respect to the design, manufacture, promotion and marketing of the Products, 
as said term is defined hereinafter; and

    WHEREAS, Licensor, due to the character of its designers and the quality 
of its techniques, has acquired recognition and prestige in the field of 
fashion design, and Licensee is desirous of consulting and cooperating with 
Licensor in the design and marketing of said Products; and

    WHEREAS, Licensee wishes a license to engage in the manufacture, 
importation, distribution, and sale of certain products that bear the Marks 
and to avail itself of the creative design, know-how and quality control 
services of Licensor; and

    WHEREAS, Licensee is desirous of securing the design and technical 
expertise and quality control services of Licensor in connection with 
manufacturing and promoting the Products;

    WHEREAS, Licensee has requested, and Licensor has agreed to grant to 
Licensee, the right and license to use the Marks upon and subject to the 
terms and conditions hereinafter set forth;  


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<PAGE>


    NOW, THEREFORE, IN CONSIDERATION of the mutual covenants and undertakings 
hereinafter set forth, the parties have agreed as follows:

1.  Grant

    1.1  Licensor hereby grants to Licensee, and Licensee hereby accepts, for 
the term of this Agreement pursuant to the terms, conditions and covenants 
hereinafter set forth, an exclusive license (even against Licensor and its 
affiliated entities):

    (a)  To manufacture and/or cause to be manufactured anywhere in the world 
and to import, promote, distribute and sell within the Territory with 
exclusivity two of Licensor's collections of clothes: a men's "Jean" 
collection and a men's "Casual" collection, including outerwear as further 
described in Exhibit C (the "Products") fashioned after archival and newer 
designs created by Licensor or an affiliate thereof and designs provided or 
recommended by Licensee and approved by Licensor (which approval shall not be 
unreasonably withheld), under the terms and conditions hereinafter set forth 
and bearing the trademarks set forth in Exhibit A attached hereto (the 
"Marks").  Licensee agrees to label the men's Jean collection and the men's 
Casual collection differently so that there is some product line 
differentiation.

    (b)  To use and display the Marks within the Territory, but solely in 
advertising and promoting the Products within the limits herein set forth, to 
the specific exclusion of any use of said Marks in combination with any other 
trademarks not approved by Licensor or in any form in connection with any 
other products or with Licensee's overall business operation (except for 
accurate references to the relationship between Licensor and Licensee and as 
required by law) or in Licensee's trade or corporate names, except as may 
otherwise be provided herein.

    (c)  To use the know-how, designs, copyrights, and patents, if any, of 
Licensor and its affiliates in connection with the manufacture of the 
Products.

    1.2  The License herein granted shall only extend to products designed, 
manufactured, promoted, advertised and sold according to high standards of 
quality and in full compliance with the terms and conditions hereof, so as to 
maintain, enhance and protect the image and prestige associated with the 
Marks.

    1.3  The Trademark Owner hereby represents to Licensee (i) that Licensor 
has all necessary rights to grant to Licensee the exclusive license in the 
Territory to import, promote, distribute and sell the Products in accordance 
with the terms of this Agreement and that Trademark Owner will not, directly 
or indirectly, take any action or cause others to take any action 
inconsistent therewith, (ii) that Licensor, Trademark Owner or an affiliated 
entity has or will secure the rights to authorize Licensee to manufacture 
products at least in the countries listed in Exhibit B hereto (the 
"Manufacturing Countries"), (iii) that Trademark Owner will take all 
reasonable and diligent steps in the Territory and the Manufacturing 
Countries to obtain and maintain valid and in effect trademark registrations 
for the Marks to cover all the Products, and (iv) that it will fully 
cooperate with Licensor and Licensee in implementing the provisions of this 


                                      2

<PAGE>


Agreement which relate to the protection of the Marks, in protecting the 
rights of Licensee to use the Marks, and in preventing the importation into 
the Territory of Products manufactured by or for other licensees of the Marks 
outside of the Territory.  Licensee will take reasonable and diligent steps 
to ensure that its foreign manufacturers do not, directly or indirectly, 
distribute any merchandise branded with the Marks which is manufactured for 
Licensee to anyone other than Licensee (and its agents) for distribution in 
the Territory.

    1.4  Notwithstanding any other provision of this Agreement, Licensor 
hereby acknowledges that Licensee manufactures, promotes and distributes 
other collections of apparel, including but not limited to the branded BOSS 
collections and the Beverly Hills Polo Club collections, and that nothing in 
this Agreement is intended to restrict in any way Licensee's ability to 
conduct those other businesses as presently conducted or as they may be 
expanded in the future in Licensee's regular course of business.

    1.5  In connection with the development and implementation of the 
licensing relationship between the parties and in order to resolve any 
potential issues with respect to the labeling of certain of Licensee's Boss 
product lines, Licensee acknowledges that Licensor or its affiliates own the 
horizontal, rectangular label shown in Exhibit D hereto as positioned on the 
fly of pants. In furtherance thereof, Licensee agrees that, commencing with 
garment collections to be shown to the trade at the February 1999 Magic Show 
(USA) and thereafter, Licensee will not manufacture or distribute any pants 
which have on the fly of the pant a label which bears the horizontal 
rectangular shape and size of the label shown in Exhibit D hereto.  From and 
after February 1999, Licensee may continue to distribute existing inventory 
of pants bearing the horizontal, rectangular label shown in Exhibit D until 
such inventory is exhausted, and Licensee's customers may likewise continue 
to sell products bearing such labels which are in their possession or were on 
order prior to February 1999 until such inventory is exhausted.  
Notwithstanding anything else in this Agreement, Licensor (for itself and its 
affiliates) agrees that it will not object to the use by Licensee (and its 
affiliates) of the particular labels and markings to be positioned on the fly 
of pants which are shown on Exhibit E attached hereto and others not limited 
by color, or size (if larger) or design (if similar).

2.  Term and Territory

    2.1 The initial term of this Agreement shall commence and become 
effective as of the date first written above and shall expire on December 31, 
1999 unless sooner terminated as hereinafter provided.  Licensor shall 
coordinate with the prior Licensee of the Products in the Territory for a 
smooth transition so that Licensee has the ability to fill orders for 
Products from existing and new customers, without any gap in time, as soon as 
the former licensee ceases to ship Products, and Licensor shall as soon as 
possible (and not later than 30 days after the date hereof) advise Licensee 
of the date in which shipments can commence in accordance with this sentence 
(which date shall not be later than May 1, 1998).  Licensee shall have the 
option to 


                                      3


<PAGE>

renew this Agreement for an additional term of three years commencing on 
January 1, 2000 and ending on December 31, 2002.

    2.2  The License herein granted shall only extend to the United States of 
America (Fifty states and the District of Columbia), Puerto Rico and the U.S. 
Virgin Islands, and shall include sales made to all branches of the United 
States military for distribution in United States military installations 
anywhere (the "Territory").

    2.3  Licensee shall promptly refer to Licensor all requests or inquiries 
relating to the Products from outside the Territory or from within the 
Territory if the request or inquiry concerns the possible sale or delivery 
outside the Territory.  Likewise, Licensor shall (and shall cause its 
affiliates to) promptly refer to Licensee all requests or inquiries relating 
to the Products from within the Territory or from outside the Territory if 
the request or inquiry concerns the possible sale or delivery inside the 
Territory.

    2.4  Licensee recognizes and acknowledges that similar products may be 
under license to other licensees for areas outside the Territory and that no 
Products will be sold, directly or for export, shipped to a destination or 
delivered by Licensee outside the Territory.  Licensee shall not, directly or 
indirectly, market, distribute or sell products outside the Territory and 
shall use its reasonable commercial efforts to ensure that products it has 
sold or distributed are not resold or redistributed outside the Territory, 
nor shall Licensee sell or distribute Products to any person or entity which 
it knows, has reason to believe or has been notified by Licensor that such 
person or entity has exported or intends to export Products from the 
Territory.  Licensee shall exercise reasonable commercial efforts to ensure 
that products manufactured by or for other licensees of the Marks outside the 
Territory are not exported to the Territory in violation of Licensee's 
exclusivity under this Agreement.

3.  Use of the Trademarks

    3.1  Licensee shall have the right, during the term of this Agreement, to 
the use of the Marks with respect to and only with respect to the Products 
and the Territory as defined herein (and in other parts of the world as it 
relates to manufacturing Products bearing the Marks).  All Products 
manufactured, sold and distributed pursuant to this Agreement shall bear one 
or more of the Marks except as hereinafter provided and no such Products 
shall be sold or otherwise distributed by Licensee under any trademark other 
than one or more of the Marks. Licensee shall not use the Marks on or in 
connection with products manufactured from designs not approved pursuant to 
this Agreement.

    3.2  The license herein granted shall apply only to those Marks included 
in Exhibit A and shall not include nor be deemed to include any other 
trademarks which Licensor or its affiliates and subsidiaries may now or 
hereafter own. Licensor agrees during the term of this Agreement to maintain 
and uphold the reputation and goodwill attendant to the Marks and not to take 
any action which is likely to adversely affect the public image of the Marks 
and the quality of the products sold thereunder.


                                      4

<PAGE>

    3.3  Except as provided herein, Licensee further agrees that it will not 
reproduce or use the distinguishing styling features or the patterns provided 
by Licensor or an affiliate or subsidiary of Licensor for the manufacture and 
sale of Products under any label or trademark other than the Marks or for the 
Products.  Nothing in this Agreement is intended to preclude Licensee from 
utilizing in any of its other product collections, any designs, markings, 
garment features, coloring, method of fabrication, materials, construction, 
or patterns that are common in the trade or merely functional or utilitarian 
in nature.

    3.4  Sales by Licensee shall be deemed to have been made by Licensor for 
purposes of trademark registration and all uses of the Marks by Licensee 
shall be deemed to inure to Licensor's benefit.  Licensee will not, at any 
time, knowingly do or suffer to be done any act or thing which may, in any 
way, adversely affect any rights of Licensor in and to the Marks or any 
registration thereof.  Licensee further agrees that it shall not sell the 
Products as miscuts, seconds, irregulars or as otherwise damaged merchandise 
except as otherwise permitted under this Agreement, if it were detrimental in 
Licensor's reasonable opinion to the goodwill embodied in the Marks.

    3.5  Licensor reserves all rights to the Marks except as specifically 
granted herein to Licensee and may exercise such rights at any time.  
Licensee acknowledges that Licensor is the sole and rightful owner of all 
right, title and interest in the Marks and shall not claim any title to the 
Marks nor any right to use said Marks except as provided herein.  Licensee 
shall not question, attack, contest or otherwise impugn the validity of the 
Marks or their registration(s), including, but not limited to, in connection 
with any action brought seeking to enforce the terms of this Agreement.  The 
use of the Marks pursuant to or as specified in this Agreement shall be for 
the benefit of Licensor, and shall not vest in Licensee any title to or right 
or presumptive right to expand or continue such use.  Licensee, for itself 
and its affiliated companies, covenants and agrees that it shall, at no time, 
adopt or use any trademark, tradename or corporate name which is likely to 
cause confusion with any of the Marks except with the prior written consent 
of Licensor.  The provisions of this Paragraph shall survive the expiration 
or earlier termination of this Agreement.

    3.6  All Products bearing the Marks shall be manufactured exclusively 
from designs and specifications provided by Licensor and its affiliates or 
otherwise selected by Licensee from the archives of Licensor and its 
affiliates or created by Licensee and submitted to Licensor for approval 
under the terms of this Agreement (which approval shall not be unreasonably 
withheld).  No Products other than those manufactured in strict compliance 
therewith shall bear the Marks.  Licensee shall use only the Marks indicated 
in Exhibit A and only in connection with the Products as defined in Article 
1.  The license herein granted shall confer unto Licensee no proprietary 
rights whatsoever in the name Marithe & Francois Girbaud, the Marks, logos or 
the goodwill now attached or hereafter to become attached thereto.  Without 
Limiting Licensee's ability to conduct its other businesses, Licensee shall 
only use the Marks as provided herein and in full compliance with the terms 
and conditions hereof and only for the duration of this Agreement.


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<PAGE>


    3.7  Notwithstanding any other provision of this Agreement, Licensor 
acknowledges that Licensee intends to select from existing and archival 
designs, fabrics and stylistic features associated with the Marks and the 
Products and also to recommend to Licensor modifications, updates, and 
desirable additions to those designs and stylistic features associated with 
the Marks and products bearing the Marks so as to maintain the image for the 
Products, the Marks and the tags, labels and other collateral used with the 
Products that is suitable for successful distribution in the Territory at 
competitive price ranges. Licensor agrees to consider in good faith and 
reasonably all such design and stylistic feature recommendations made by 
Licensee and, unless they significantly detract from the goodwill associated 
with the marks, to approve the implementation of those recommendations by 
Licensee subject to Licensor's right to review and approve samples under this 
Agreement.  Licensee shall have discretion to select designs and stylistic 
features associated with former collections of apparel sold under the Marks 
for incorporation into Licensee's Products and shall have no obligation to 
accept any designs, fabrics or stylistic features that, in licensee's 
reasonable opinion, would not be commercially successful in the Territory or 
would be too expensive to manufacture in light of the expected marketability. 

    3.8  Subject to Section 3.7, the use of the Marks, including the specific 
design, artwork or graphics thereof and any tags, wrappers, letterhead, 
invoices, stationery or other items incorporating the Marks must be in full 
compliance with the Licensor's written policies and procedures, as they are 
communicated to Licensee from time to time, and is, in each instance, subject 
to the prior written approval of Licensor, which approval shall not be 
unreasonably withheld.  Licensor can only promulgate policies and procedures 
that change the guidelines for use of the Marks prospectively and not with 
respect to any Products already approved by Licensor or for Product 
collections which have been designed.  The Marks may only be used by Licensee 
as part of an approved label and may only be used in their entirety.  
Licensee shall not alter or modify the Marks in any manner whatsoever nor 
shall Licensee add to, remove or abbreviate any part or distinctive feature 
thereof including script, graphics, colors or logos.

    3.9  Licensee shall cooperate fully and in good faith with Licensor for 
the purpose of securing, preserving and protecting Licensor's rights in and 
to the Marks in the Territory and the Manufacturing Countries.  Without 
limiting the rights of Licensee under this Agreement, Licensee shall execute, 
deliver and/or file any and all documents which Licensor reasonably requests 
to make fully effective or to implement the provisions of this Agreement 
relating to the ownership or registration of the Marks in the Territory and 
Manufacturing Countries.  All costs and expenses for any application for 
registration or extension of registration with respect to the Products within 
the Territory and Manufacturing Countries shall be borne by Licensor.

    3.10 Licensee will use the Marks in the Territory strictly in compliance 
with the legal requirements obtaining therein.  Whenever any of the Marks is 
used on any Product or item of packaging or labeling or in any advertisement 
or other promotion material, it must be followed, in the case of a registered 
trademark by the registration symbol, i.e. -Registered Trademark-, and in the 
case of all other trademarks by the symbol -TM-, or other appropriate symbols 
of similar import acceptable to Licensor.  Licensee shall duly display all 
other notices with respect to the Marks on the Products


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<PAGE>


and otherwise as are or may be required by the trademark laws and regulations 
applicable within the Territory or any portion thereof.

    3.11 Any copyright, design patent or any similar industrial or 
intellectual property right which exist or may be created in any sketch, 
design, sample, print, package, label, tag or the like used uniquely in 
connection with the Products shall be the property of Licensor, and if not 
created by Licensor they shall be deemed works made by Licensee for hire for 
Licensor.  Licensee shall place a copyright notice whenever required by 
Licensor to protect said copyrights.  Licensee shall not knowingly, at any 
time, do or cause to be done any act or thing which may adversely affect any 
rights of Licensor in such sketches, designs, samples, prints, packages, 
labels, tags and the like and will do at Licensor's cost all things 
reasonably required by Licensor to preserve and protect said rights.  Nothing 
herein is intended to preclude Licensee from utilizing in any of its other 
product collections, any designs, markings, garment features, coloring, 
method of fabrication, materials, construction, or patterns that are not 
uniquely associated with Licensor's products or which are otherwise common in 
the trade or merely functional in nature, and Licensee shall not assign any 
rights thereof to Licensor.  Licensee does not warrant that any proprietary 
rights will exist in any designs or other materials created by or for it in 
connection with the Products.

4.  Provision left blank intentionally.

5.  Royalties

    5.1  Subject to the provisions of Section 1.4 above, Licensee agrees to 
exercise its best efforts to promote and maximize sales of the Products 
throughout the Territory.  Licensee shall conduct its activities pursuant to 
this Agreement so as to enhance the goodwill and reputation of the Marks and 
shall not engage in conduct known to be detrimental to the same.

    5.2  In consideration of the rights granted to Licensee pursuant to this 
Agreement, Licensee shall pay to the Licensor for each Calendar Year during 
the Term, or any portion thereof, Royalties in an amount of 6.25% of all Net 
Sales (the "Royalties").  The Royalties for close-out sales under Section 5.9 
and irregulars shall be 3.0% of Net Sales of the close-out Products.  In no 
event shall the amount of Royalties (including close-out Royalties) due and 
payable for any Calendar Year be less than the minimum amount ("Minimum 
Royalties") set forth for each Calendar Year as follows:

          Minimum       1998      $1,200,000
                        1999      $1,500,000
                        2000      $2,000,000
                        2001      $2,500,000
                        2002      $3,000,000


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<PAGE>

          
    The term "Calendar Year" shall mean January 1 through December 31 of each 
year of the term.  For purposes of paying Royalties, the first Calendar Year 
of this Agreement commences on January 1, 1998.

    5.3  The term "Net Sales" shall mean the invoiced price (excluding sales 
tax, insurance and shipping charges) for Products shipped or sold by Licensee 
or any of its subsidiaries or affiliates, or authorized sub-licensees, during 
the relevant period, less credits granted for Products actually returned and 
accepted, and reasonable customary and usual trade discounts and mark-downs 
actually granted to non-affiliated customers and an allowance for bad debt.  
Bad debt shall consist of any accounts receivable of a customer who is under 
a bankruptcy or insolvency proceeding, or which is otherwise uncollected 
despite Licensee's collection efforts for at least 120 days after the due 
date, and shall be considered a reduction of the invoiced price for Products 
only up to an aggregate amount of 1.5% of Net Sales during each Calendar Year 
of the term and any renewal of this Agreement.  For purposes of calculating 
royalties due for any sale, transfer or other distribution of Products made 
otherwise than at arm's length, the "Net Sales" price of such Products shall 
be deemed to be the "Net Sales" price of a corresponding sale to unaffiliated 
independent retailers. The royalties herein provided shall be due and paid on 
sales of any and all Products bearing the Marks by Licensee or its 
affiliates.  Except as may be otherwise provided herein, no deduction shall 
be made for any discount, mark-down, advertising allowance, other allowances 
of any kind or for any purpose whatsoever or costs incurred by Licensee.  
Royalties shall not be due to Licensor on products sold by Licensee to 
Licensor under this Agreement.

    5.4  In the event that Licensee sells Products in a currency or 
currencies other than United States dollars, the "Net Sales" price, with 
respect to such sales, shall be computed on the basis of the average exchange 
rates of said currency or currencies into U.S. dollars, as of the close of 
business on the last day of each of the three months of each applicable 
calendar quarter as published in The Wall Street Journal.

    5.5  The Minimum Royalties shall be paid in equal monthly payments on the 
last day of each calendar month during the term.  Payments for the initial 
term will start on January 31, 1998, and there will be equal monthly payments 
of $100,000 each, with the last payment for 1998 due on December 31, 1998.  
For all other Calendar Years, there will be 12 equal monthly payments each in 
the amount of 1/12 of the Minimum Royalties payable for that Calendar Year as 
stated above. Actual Royalties shall be paid quarterly within thirty (30) 
days of the last day of each calendar quarter with respect to sales of 
Products during said calendar quarter.  Within 30 days of the end of a 
calendar quarter commencing in Calendar Year 1998, Licensee will calculate 
actual Royalties owed to Licensor based on actual Net Sales of Products 
during the preceding calendar quarter and shall by the 30th day following the 
end of the quarter remit to Licensor the difference between the total 
Royalties paid during the calendar quarter as Minimum Royalties and the 
actual Royalties due for that quarter.  If the Minimum Royalties are greater 
than the actual Royalties due in any quarter, then Licensee shall not owe 
Licensor any further payments for that calendar quarter. There will be no 
deductions or set offs from any payments whatsoever, unless agreed to by the 
parties.


                                      8

<PAGE>

    5.6  Licensee shall, within thirty (30) days of the end of each calendar 
quarter and within ninety (90) days of the end of each Calendar Year during 
the term hereof, provide Licensor with a certified statement of sales of the 
Products during the immediately preceding calendar quarter or Calendar Year, 
as the case may be.  Said statement shall be signed by a duly authorized 
officer of the Licensee and be certified by said officer as true and 
accurate.  Said statement shall conform to a format agreed upon between the 
parties and, at the option of Licensor, be subdivided by Product.

    5.7  All royalties payable hereunder shall be paid directly to a bank 
designated by Licensor, in writing, as depositary (the "Depositary").

    5.8  Late payments of royalties shall bear interest at the Citibank, 
N.A., New York prime rate plus 3% per annum, but, in no event shall exceed 
the maximum rate permitted under applicable law.

    5.9  For the purpose of this Agreement, close-outs are defined as 
Products sold at a reduction of twenty (20%) percent or greater from 
Licensee's regular full list price of such Products and Licensee acknowledges 
that the excessive or indiscriminate disposal of close-outs may adversely 
affect the prestige attached to the Marks.  Licensee shall therefore exercise 
its reasonable efforts to plan and conduct its manufacturing and sales 
operations with a view to limiting the quantity of close-outs and to 
disposing of all Products through normal channels of distribution and 
otherwise only through stores specialized in high quality close-outs, 
including outlets, such as Ross Stores, T.J. Maxx, Filene's Basement, and the 
like, that offer for sale other similar designer labels.  All sales of 
close-outs shall comply with the terms specified herein.

    5.10 Only genuine end-of-season close-outs may be sold under the label, 
or with any reference to the Marks.  No close-outs shall be shipped until at 
least ninety (90) days shall have elapsed from the date of the first 
substantial delivery by Licensee of a season's collection of which it is a 
part.

    5.11 For purposes of calculating Royalties, the Net Sales price of such 
authorized close-out sales shall be based on the actual reduced Net Sales 
price for said Products.  On excessive close-out sales (which shall be 
defined as close out sales equivalent to more than 30% of Net Sales for the 
first Calendar Year of this Agreement and to more than 10% for any subsequent 
Calendar Year of this Agreement), the royalties shall be computed at the 
normal Net Sales price as applied to the initial standard (i.e. 
non-close-out) selling price of the Product.  Within sixty (60) days of the 
close of each calendar quarter and within ninety (90) days of the close of 
each Calendar Year, Licensee shall furnish to Licensor a statement setting 
forth the amount of total regular sales and total close-out sales.  At the 
option of Licensor, said statement shall be subdivided by Product class.

    5.12 Receipt or acceptance by Licensor of any royalty payments due 
hereunder, in an amount or amounts which are less than amount or amounts due, 
shall not constitute a waiver of Licensor's rights in or to the balance 
thereof which shall remain due and payable pursuant to the


                                      9

<PAGE>


terms of this Agreement.  Any excess Royalties paid by Licensee to Licensor 
hereunder during any Calendar Year which were paid in error shall be counted 
as a credit against future Royalties due to Licensor.

    5.13 Licensee shall provide Licensor for each calendar quarter within 
forty-five (45) days of the end of the preceding calendar quarter, reports 
setting forth in reasonable detail sales by U.S. dollars and unit shipments 
with respect to each product collection and models in each product 
collection, aggregate sales to regular price customers, off-price customers, 
large retailers, specialty retailers and sales by significant geographic 
segments. Such report shall be in accordance with Licensee's current 
reporting capabilities and format.

6.  Designs and Technical Assistance

    6.1  Licensor shall provide Licensee with recommendations for a full and 
varied collection of Products (as a "collection" is customarily defined in 
the trade) for each of the four seasons (fall, winter, spring, summer) that 
Licensor in consultation with Licensee and subject to Section 3.7 above, 
shall deem appropriate for sale in the Territory.  Licensor shall develop 
each seasonal collection in a timely manner so that Licensee shall have 
sufficient time to produce the Products but in any event in accordance with 
the following minimum lead times:

    Collection                    Delivery Date by Licensor

    Fall                               August 15

    Winter                             November 15

    Spring                             February 15

    Summer                             May 15

    6.2  The recommended collection will contain a basic core offering of 
jeans and shirts in addition to a casual informal sportswear line of tops, 
bottoms and outerwear pieces designed to be worn separately or collectively.  
Licensor will be conscious in its design and selection of the Products for 
the Territory as to the cost and commercial availability of the raw 
materials, the degree and sophistication of the construction, the cost of 
manufacturing, and the current fashion trends in vogue with the target 
customers in the Territory.  The final collections shall be determined by 
Licensor and Licensee in close consultation with each other, with the final 
approval authority residing in Licensor who shall act in good faith in 
considering Licensee's garment proposals and Licensee's concern's with any 
designs or features proposed by Licensor.

    6.3  Subject to the rights of Licensee under Section 3.7, Licensor shall 
make available to Licensee in New York, on a basis sufficiently timely to 
meet scheduled deliveries to customers as stated in section 6.1 above, such 
samples, patterns, sketches, photographs, technical specifications and other 
materials and information relating to the design and manufacture of the


                                     10

<PAGE>

Products (all such materials and information are hereinafter referred to as 
"Technical Information") as they may create in the normal course of their 
operations and as may be reasonably necessary to enable Licensee to carry out 
its obligations under this Agreement.  Without limiting the generality of the 
foregoing, the Technical Information will include the basic cuttings for the 
collections, the patterns for each model, a sample of each model in base 
size, technical specifications concerning the making and fitting of each 
model and information concerning the selection, fabrication and treatment of 
materials and fabrics (including the names and references of the 
manufacturers) and supplies and accessories (labels, designs, etc.).  If 
Technical Information, including finished samples, is shown to any third 
person with or without the prior written consent of Licensor, Licensee shall 
take any and all action necessary to ensure that such third person fully 
conforms to all applicable terms and conditions hereof, specifically to avoid 
any unauthorized use of the Technical Information. All such Technical 
Information shall remain the sole property of Licensor and Licensee shall 
have no ownership interest therein subject to the second sentence of Section 
3.3 above.  Upon the expiration or earlier termination of this Agreement, all 
Technical Information in the possession or under the control of Licensee 
shall be immediately returned to Licensor.  In order to reimburse Licensor 
for its costs, and not as a purchase price or with any transfer of ownership, 
Licensee shall pay to Licensor an amount equal to two and one half (2.5) 
times the ordinary wholesale price for any samples so ordered, F.O.B. place 
of shipment, plus shipping costs and duties, of all samples furnished to 
Licensee hereunder.  Such amounts shall be paid within thirty (30) days of 
delivery.  Licensor shall not request that Licensee that Licensee make any 
material changes or modifications to product designs approved by Licensor 
under this Agreement and any such changes shall be prospective only.

    6.4  Licensor must keep a current archive of products previously offered 
under the Marks in an accessible location in the New York Metropolitan area. 
Licensor will maintain in the New York Metropolitan area at least one 
representatives of Licensor with authority to act for Licensor under this 
Agreement and to facilitate consultation between Licensor and Licensee.  Any 
archive piece borrowed by Licensee from Licensor shall be logged by Licensor 
and must be returned within three (3) months.  Licensee acknowledges that the 
failure to return any archive piece within the required time shall be 
detrimental to Licensor, the Marks and the Products and may subject Licensee 
to liability for damages to Licensor.  Licensee may remove small pieces of 
fabric from archival pieces for the purpose of sourcing the fabric necessary 
to manufacture the Products.

    6.5  Prior to manufacturing, selling or distributing any Products in any
seasonal collection, Licensee shall make available for inspection in New York by
Licensor CAD (computer aided design) samples (with proposed colors and fabrics)
of each Product in any proposed seasonal collection sufficiently far in advance
of first manufacture to permit Licensee to make any changes requested by
Licensor.  Licensee shall notify Licensor of the date on which samples are made
available and of the scheduled first production date.  Licensor shall inspect
said samples and either approve or reject the same, in writing, no later than
five (5) days after the inspection date.  Any sample not rejected in a timely
fashion shall be deemed approved.  Once a 


                                     11

<PAGE>

sample has been approved, Licensee shall not make any material changes (and 
Licensor shall not require any changes) to the design thereof, including 
materials, fabrics, colors and quality of workmanship, without Licensor's 
prior written approval.  All samples of Products submitted to Licensor 
pursuant to this Paragraph 6.5 shall be provided at Licensee's sole cost and 
expense.  As an alternative to the process described herein, Licensee shall 
provide to Licensor a calendar of product development, prototyping and 
manufacture similar to that which Licensee follows in connection with its 
BOSS product lines, and Licensor shall have the right to review and comment 
on the Products in New York as they go through development at such points in 
the development process noted on the calendar as Licensor deems appropriate, 
provided that Licensor must do so while there is sufficient time for Licensee 
to make changes requested by Licensor.  No Products shall be displayed, 
manufactured, distributed (including offerings for samples) and/or sold by 
Licensor unless such Products are at least equal in quality, workmanship, fit 
and design to the samples previously approved by Licensor in accordance with 
this Paragraph 6.5, all materials used shall conform to the specifications 
indicated in the Technical Information concerning each Product approved by 
Licensor.

    6.6  In order to control the production and quality of manufacturing, 
Licensor may, at its option, send one (1) representative to Licensee's 
facilities, five (5) times a year, (corresponding to the five fashion 
seasons). Licensor shall be responsible for the cost of business class 
round-trip air fare for such visits from Europe to the United States and for 
all lodging and food expenses related to such visits. The Licensee may, at 
its option and at its cost, send technicians to Licensor's facilities, in 
order to obtain any information necessary to the realization of the 
collection (but without prejudice to Licensor's obligation to provide any 
necessary Technical Information in New York).  Such visit shall be at a date 
to be agreed upon by both parties, on or before the delivery of each 
collection.  Nothing in this Section shall grant Licensor the right to 
inspect or visit any portion of any facility where Licensee conducts its 
other lines of business.

    6.7  Licensee agrees that it shall treat all non-public information 
relating to the design, manufacture, marketing and sale of the Products as 
Proprietary Information.  No Proprietary Information other than manufacturing 
specifications and finished samples, shall be shown to any third party 
without the prior consent of Licensor.  Licensee shall use its reasonable 
efforts to ensure that its employees, agents, subcontractors (if any) and 
others subject, directly or indirectly, to its control, do not disclose or 
make any unauthorized use of any Technical Information.  Likewise, Licensor 
shall treat all non-public information relating to the manufacture, sourcing, 
marketing, forecasts and sale of the Products by Licensee and its agents as 
Proprietary Information of Licensee.  No Proprietary Information shall be 
disclosed to any third party or used for any purpose not related to this 
Agreement by Licensee or its agents.

    6.8  Subject to the other provisions of this Agreement, any Designs and 
other materials provided or approved by Licensor for use under this Agreement 
shall remain the property of Licensor and are licensed hereunder solely and 
exclusively for use in connection with the manufacture and sale of the 
Products in the Territory.  Licensor may use and permit others to use

                                     12

<PAGE>


said Designs and other material in any manner they desire, provided that such 
use does not conflict with any rights granted to Licensee hereunder.  
Licensee specifically acknowledges that such Designs and other materials may 
be used by Licensor and other licensees on the Products in jurisdictions 
outside the Territory and on products other than Products anywhere in the 
world.

    6.9  Licensee shall take all reasonable precautions to protect the 
secrecy of the materials, samples, designs and Technical Information 
described in this Article 6 prior to their commercial distribution or the 
showing of samples for sale.

    6.10 (a)  In order to maintain the distinctiveness of the image, quality 
and special characteristics of the Products, Licensor may recommend, but not 
require, that Licensee use fabrics and yarns produced by manufacturers 
specified by Licensor, so long as the quality of products and price and 
reasonable delivery terms shall be equivalent to those offered by other 
manufacturers. When Licensee elects to deal with such manufacturers, it shall 
also use its reasonable commercial efforts to maintain a good commercial 
relationship with these manufacturers.  In this regard, Licensee undertakes, 
except in the case of defective, low quality or untimely goods, not to make 
any changes or cancellations of orders of such fabrics and yarns contrary to 
commercial usage.

         (b)  Certain collections of Products or certain particular Products 
are and may in the future be fabricated in special fabrics and yarns, 
developed by Licensor.  These fabrics and yarns carry with them a particular 
name and are or will be protected by the registration of a mark or 
fabrication patent.  These fabrics or yarns constitute an essential and 
distinctive element of such Products and it is thereby necessary, to protect 
the originality and technical components of such fabrics and yarns, to 
license a very limited number of manufacturers with the right to use the 
technical components and the know-how to produce these fabrics.  Licensee 
shall consequently deal with certain manufacturers designated by Licensor in 
order to manufacture such Products.  A copy of orders placed by Licensee with 
such manufacturers shall be sent at the same time to Licensor.  Licensee 
shall be entitled to quality of products and price and delivery terms from 
such manufacturers equivalent to those given to other licensees of Licensor 
outside the Territory.  Licensee undertakes, except in the case of defective, 
poor quality or late delivery of goods, to maintain a good commercial 
relationship with these manufacturers and not to make any changes or 
cancellations of orders of such fabrics and yarns contrary to commercial 
usage.

7.  Manufacture and Technical Data

    7.1  Licensor shall consult with Licensee regarding the manufacturing 
process, methods of production, treatment, fabrics and technical 
specifications necessary for the production of high quality products from 
designs approved by Licensor.  All such information shall be strictly 
confidential and shall not be disclosed by Licensee nor its agents and/or 
employees without the prior written consent of Licensor.

    7.2  The Products shall not be manufactured by anyone other than Licensee 
and/or quality manufacturers chosen by Licensee.  Licensee shall take 
reasonable and diligent steps

                                     13


<PAGE>


 necessary to ensure that such manufacturer fully conforms to all applicable 
terms and conditions hereof, that said manufacturer produces only those 
Products specifically ordered by Licensee and in the quantities ordered 
without over-runs or extra labels, and, that said manufacturer controls the 
manufacture and production to avoid any possible use that might be 
detrimental to the Marks, or unauthorized use of the Technical Information.

    7.3  Licensor reserves the right to require Licensee to terminate a 
manufacturer whose workmanship has suffered, in the reasonable opinion of 
Licensor, a deterioration in quality which is not satisfactorily corrected 
within thirty (30) days after notice thereof to Licensee, or any manufacturer 
who, in Licensor's reasonable opinion fails to comply with any provision 
hereof or whose conduct, if committed by Licensee, would constitute a breach 
of this Agreement, provided that Licensor must make a reasonable allowance 
for completion of current orders by the manufacturer.

    7.4  No disapproved or otherwise defective Products shall be sold by 
Licensee under or with any reference whatsoever to the Marks if it were 
detrimental to the Marks.  Should any Products manufactured and sold by 
Licensee be defective, in the sole opinion of Licensor, Licensee shall, at 
its sole cost and expense, take any and all reasonable action necessary to 
withdraw and remove said Products from the market through repurchase or 
otherwise.

8   Advertising and Promotion

    8.1  Throughout the duration of this Agreement, Licensee shall spend upon 
advertising of the Products throughout the Territory an annual minimum of 
three percent (3%) of Net Sales but no less than $500,000 per year, except 
that for the time between the effective date and December 31, 1998, the 
minimum advertising expense shall be only $350,000 (the "Minimum Advertising 
Expense"). This Minimum Advertising Expense is an independent obligation, and 
amounts spent on advertising Licensee shall not be deducted from Royalties 
nor from any other amounts due and owing from Licensee to Licensor under this 
Agreement.

    8.2  Advertising expenses shall be defined as direct expenses for 
promotions such as television, radio, printed press and billboards 
advertising, celebrity endorsements, event sponsorships, in store point of 
sale items, store promotions, and new shop in shop fixturing, at the 
exclusion of any other expenses, except that the participation in trade shows 
described in Article 10 below shall be included in the Minimum Advertising 
Expenses.

    8.3  Licensee shall exercise every reasonable effort to promote and 
advertise the Products throughout the Territory and shall, prior to the end 
of each calendar year, submit to Licensor, in reasonable detail, proposed 
plans and budgets for the subsequent annual promotional campaign.  Licensor 
shall cooperate, as may reasonably be required by Licensee, in furnishing, at 
cost, such advertising and promotional material, as is available to Licensor 
and which appears suitable, in Licensor's opinion, for the Territory.  
Licensor and Licensee shall cooperate closely in the creation and execution 
of advertising programs.


                                     14

<PAGE>


    8.4  Licensee shall submit to Licensor for review, prior to submission to 
the advertising agency, any campaign briefing materials, and shall consult 
with Licensor before accepting any creative response to such briefing 
materials. Visual representation of Products and of the Trademarks shall be 
subject to written approval by Licensor (which shall not be unreasonably 
withheld) prior to public distribution or display in any medium provided, 
however, that any advertising or promotional materials supplied by Licensor 
will not require its approval prior to dissemination by Licensee.  Except as 
otherwise provided in this Agreement, all advertising campaigns in the 
Territory shall correspond to the international advertising theme and image 
worldwide.  Licensor will make available to Licensee all advertising 
campaigns produced worldwide.  The Licensee shall cause its advertising staff 
and/or agency to consult with Licensor's designated advertising agency and/or 
creative staff, at least twice a year, for a review of Product image and with 
a view toward coordinating and enhancing worldwide advertising strategy.  
Approved advertising and promotional materials shall not be disapproved by 
Licensor for use within the same campaign.

    8.5  Licensee shall submit to Licensor, for its prior approval, not to be 
unreasonable withheld, any and all advertising for any medium referring to 
the Products before publication or dissemination thereof.  Should Licensor 
deem said materials appropriate for use outside the Territory, it shall have 
the right to use the same, provided, however, any additional costs incurred 
thereby, if any, for advertising agency fees, talent, residuals, copyright 
clearances, photographers fees, or otherwise shall be paid and secured by 
Licensor.

    8.6  Licensee shall, on January 31st of each year commencing January 31, 
1999, inform Licensor of its expenditures in fulfillment of its advertising 
and promotional obligations during the preceding year and shall account to 
Licensor for the use thereof.

    8.7  Failure on the part of Licensee to make the Minimum Advertising 
Expenses required hereunder during any contract year shall constitute a 
material breach hereof.  Notwithstanding, Licensor may, at its sole 
discretion, permit Licensee to cure such breach by either paying to Licensor 
the amount by which the actual expenses fell short of the Minimum required 
or, by allowing Licensee to increase its advertising obligations for the 
immediately subsequent year by an amount equal to the deficiency.

    8.8  Notwithstanding any other provision of this Agreement, Licensor 
acknowledges and agrees that Licensee may primarily focus its advertising and 
promotion of the Products on the Girbaud brand and is not required (i) to 
implement or follow as its primary campaign for the Products in the Territory 
the "BE" theme adopted by Licensor in other geographic areas, or (ii) to 
apply the word "BE" to the Products themselves by either temporary or 
permanently affixed means.

    8.9  Licensor shall arrange. at Licensee's request, the participation of 
one or both of the designers - Marithe and Francois Girbaud - when available, 
in certain social events.  Such participation shall be at Licensee's expense 
with first class hotels and restaurants and first class air travel and local 
transportation.


                                     15

<PAGE>


9.  Sales

    9.1  Licensee shall keep Licensor fully and promptly informed of all its 
successive price lists and sales policies relating to the Products which 
information shall be kept by Licensor in strict confidence and not be used 
for any purpose not relating to this Agreement.  Licensee hereby acknowledges 
that repeated untimely deliveries by Licensee to its customers (except for 
force majeure) and/or the delivery, distribution and sale of defective 
Products would adversely affect the reputation of the Licensor and the 
prestige of the Marks and shall constitute a material breach of this 
Agreement.

    9.2  All Products manufactured, distributed or sold by Licensee shall be 
marked, labeled, packaged, advertised, distributed and sold in accordance 
with the terms and conditions of this Agreement and in accordance with all 
laws, rules and regulations applicable within the Territory and any 
subdivision thereof and, in such a manner as to not mislead or deceive the 
public.  

10. Trade Shows

    10.1 Licensee shall participate in and contribute to the costs and 
expenses of two (2) annual fashion shows in the Territory ("the Fashion 
Shows"). Licensee shall, within ten (10) business days of receipt of the 
invoice pay to Licensor an amount of $75,000 twice per Calendar Year provided 
that Licensor actually implements the Fashion Shows.  Licensee's obligation 
to participate in the Fashion Shows by paying the amounts indicated above 
shall be an independent obligation and no sums incurred by Licensee under 
this provision shall be deducted from Royalties payable to Licensor, nor from 
any other amounts due and owing from Licensee to Licensor under the terms of 
this Agreement (except that they will count under Section 8.2 above).

    10.2 Licensee may participate, at its discretion, in other major trade 
shows, which participation shall be at its sole cost and expense.  Any 
expenditures so incurred shall be considered advertising expenses pursuant to 
Section 8.2 hereof.  Should Licensor organize cooperative exhibitions at such 
other trade shows in the Territory with its licensees, Licensee shall 
participate in such shows and shall share in the cost and expense thereof in 
an amount representing its pro rata cost and expense, which amount shall be 
agreed upon prior to the event.

11. Access to Books and Records

    11.1 Licensee shall, at its sole cost and expense, maintain complete and 
accurate sets of books and records (including the originals or copies of 
documents supporting entries herein) covering all transactions arising out 
of, in connection with or relating to this Agreement.

    11.2.     Licensor and/or its duly authorized representatives shall have
the right (subject to confidentiality obligations reasonably acceptable to
Licensee) upon five (5) days prior written notice, to examine and audit said
books, records and all other documents in Licensee's possession


                                     16

<PAGE>

or under Licensee's control relating to the subject matter of and terms of 
this Agreement.  Said right shall be exercisable during normal business hours 
once each Calendar Year during the term hereof and, once a year during the 
three Calendar Years immediately following the expiration or earlier 
termination hereof.  All said books, records and documents shall be kept and 
made accessible during the full term hereof and for three years thereafter.

    11.3 Any auditor designated by Licensor to audit and examine Licensee's 
books, records and documents, shall be approved in advance by Licensee, such 
approval not to be unreasonably withheld.  In the event that an audit or 
examination of Licensee's books, records and documents reveals an 
underpayment of any Royalties due hereunder, Licensee shall immediately pay 
to Licensor the amount of such deficiency, plus interest thereon from the 
date said Royalties were due at the interest sale rate specified in Paragraph 
5.8 hereof.

    11.4 In the event that an audit of Licensee's books and records shall 
reveal that Licensee's Royalties were underpaid by an amount equal to 5% or 
more in any year, Licensee shall bear the cost of said audit.

12. Protection of the Marks

    12.1 Licensor represents that the Marks are and shall be during the term 
of this Agreement valid and enforceable trademarks in the Territory and the 
Manufacturing Countries; that they are owned by Licensor or that Licensor is 
authorized and empowered by the registered owner to grant the License herein 
contained and that this Agreement does not conflict to any other Agreement to 
which Licensor is a party, that the use of the Marks in the Territory will 
not infringe upon any other trademark in the Territory and that the Licensor 
will defend, indemnify and hold harmless Licensee against any claim against 
Licensee (including by its manufacturers and customers) in connection with 
the use of the Marks and any damages paid in settlement or as part of a 
judgment in such claim (including attorney's fees and costs).

    12.2 Licensee shall promptly notify Licensor, in writing, of any 
infringement, threatened infringement, or otherwise unauthorized use or 
threatened use of the Marks, or confusingly similar trademarks or tradenames, 
whether in connection with the Products or otherwise, of which it may have 
knowledge or suspicion.  In the event of an infringement, threatened 
infringement, or otherwise unauthorized use of the Marks, or confusingly 
similar trademarks or tradenames in the Territory or Manufacturing Countries, 
Licensee shall take such immediate action as may reasonably be necessary to 
protect the Mark(s) and the rights of the Licensor therein, until Licensor is 
in a position to take whatever action is required (provided that Licensor 
must act diligently and promptly).  Licensor and Licensee shall mutually 
decide what actions shall be taken, including any actions in collaboration 
with investigators or U.S. Customs, cease and desist correspondence, and 
application for injunctive relief, and shall designate counsel for such 
purpose, and, in such case, Licensee shall pay one half of the cost and 
expense incurred in such actions in the Territory or Manufacturing Countries, 
up to and including an amount equal to 0.25% of Net Sales, payable for each 
year during which any such actions are taken, brought and/or pending, within 
thirty (30) days of receipt of the documented invoice. Licensor warrants


                                     17
<PAGE>

payment of the balance by Licensor.  In the event of an award of monetary 
damages, the proceeds thereof shall be shared pro rata to the expenses paid 
by the parties.  Licensee shall abide by regulations, laws and practices 
applicable to the Products in force or use in the Territory in order to 
safeguard Licensor's rights to the Marks.

    12.3 Licensee shall cooperate with Licensor in any action based upon the 
unauthorized manufacture, sale and/or use in the Territory or outside the 
Territory by any of Licensee's manufacturers and suppliers of Products, 
labels and tags bearing the Mark at Licensee's cost (but without further 
liability from Licensee to Licensor provided that Licensee has met its 
obligations under this Agreement).

    12.4 Upon the expiration or earlier termination of this Agreement, 
Licensee shall immediately and absolutely cease and discontinue the use of 
the Marks in any manner or form whatsoever subject, however, to the 
provisions of Article 14 hereof.

13. Termination

    13.1 In the event of a breach of a payment obligation by Licensee under 
this Agreement not cured in all material respects within ten (10) days from 
the receipt of a written notice thereof, or in the event of any other breach 
of this Agreement by Licensee not cured in all material respects within 
forty-five (45) days from the date of receipt of written notice thereof, this 
Agreement may be terminated by the Licensor.  The exercise or failure to 
exercise the aforementioned right of termination during an extended period of 
time shall not be considered a waiver by Licensor of any right to terminate 
this Agreement nor of any other legal or equitable rights and remedies.  A 
good faith payment dispute shall not deemed a breach of this Agreement by 
Licensee. In the event of a breach of this Agreement by Licensor not cured in 
all material respects within forty-five (45) days from the date of receipt of 
written notice thereof, this Agreement may be terminated by the Licensee.  
The exercise or failure to exercise the aforementioned right of termination 
during an extended period of time shall not be considered a waiver by 
Licensee of any right to terminate this Agreement nor of any other legal or 
equitable rights and remedies.

    13.2 This Agreement shall immediately terminate and, Licensor shall be 
relieved of all liability to Licensee, if Licensee: (i) admits in writing its 
inability, or is unable, to pay its debts as they mature, (ii) makes a 
general assignment for the benefit of creditors, (iii) is adjudicated a 
bankrupt or files a petition or answer, seeking reorganization or an 
arrangement with creditors, (iv) files a petition or otherwise avails itself 
of any bankruptcy or insolvency law or statute of any country or any state or 
subdivision thereof, now or hereafter in effect, (v) suffers a petition or 
proceeding filed against it under any provision of the Bankruptcy Act or any 
other insolvency law or statute of any country or any state or subdivision 
thereof, which petition or proceeding is not dismissed within sixty (60) days 
after the commencement thereof, (vi) has a receiver, trustee, custodian, 
conservator or other person appointed by any court to take charge of its 
affairs or assets or business and such appointment is not vacated or 
discharged within sixty (60) days

                                     -18-

<PAGE>

thereafter, or (vii) discontinues its business as it relates to the Products 
or suspends it, for whatever cause, for more than 120 consecutive days.

14. Remaining Inventory

    14.1 Upon the expiration or earlier termination of this Agreement, for 
any reason whatsoever, Licensee shall, within thirty (30) days thereof, 
deliver to Licensor a complete and accurate schedule of Licensee's inventory 
of Products, work in progress and raw materials.  Such schedule shall be 
prepared as of the close of business on the date of such termination.

    14.2 Licensor shall thereupon have the option, exercisable by written 
notice delivered to Licensee within thirty (30) days of receipt of the 
schedule of inventory, to purchase any or all of the inventory for an amount 
equal to Licensee's actual cost, F.O.B. factory or LDP with freight 
warehouse, as defined according to Generally Accepted Accounting Principles 
of the United States. Should Licensor send such notice, Licensee will ship to 
Licensor all of the inventory specified therein, within thirty (30) days of 
receipt thereof for inventory located in Licensee's facilities, or, for all 
other inventory, promptly thereafter but no more than forty-five (45) days 
thereafter.  Licensor shall pay Licensee for such inventory within thirty 
(30) days of receipt.

    14.3 In the event that Licensor elects not to exercise its option to 
purchase the remaining inventory, Licensee shall have a period of six (6) 
months from the effective date of termination to complete work in progress 
and to sell and deliver to other purchasers its remaining inventory under 
Licensor's Marks on a non-exclusive basis.  Licensee will make its reasonable 
effort to sell only to the previous season's customers and to sell only at 
regular prices. Royalties on said sales shall be due on the 30th day 
following the sale thereof.

    14.4 The right provided immediately above shall only apply to the 
remaining inventory of Products as are in good saleable condition.  Licensee 
shall not commence the manufacture of Products during said period and, at the 
end of such six (6) month period, shall not sell any of its then remaining 
inventory, unless completely debranded by the removal of all labels, tags, 
lining, embroidery which identifies the Mark(s).

    14.5 If termination is due to the uncured defective quality of the 
Products manufactured, imported, sold or distributed by Licensee or the 
unauthorized use of Licensor's Marks by Licensee, Licensee shall be deemed to 
have waived the provisions of this Article 14 and shall not sell or 
distribute any remaining inventory, whatsoever, unless completely debranded.

    14.6 All imprints, lettering, stationery, tags, labels, packaging, 
lining, embroidery or other reproductions of or reference to the Marks shall 
be removed from all inventory remaining after such six (6) month period and 
shall be immediately returned to Licensor at no charge or shall be destroyed 
together with such remaining inventory which cannot be debranded.  Either 
operation shall be conducted under the control of Licensor.  In the event 
that Licensee shall be deemed to have waived the six (6) month inventory 
liquidation period, as provided in Paragraph

                                     -19-

<PAGE>

14.3 above, the provisions of this Paragraph 14.6 shall be applicable 
immediately upon receipt of the Notice of Termination.

    14.7 Upon the expiration or earlier termination of this Agreement, for 
any reason whatsoever, all rights of Licensee under this Agreement shall 
terminate forthwith and all Royalties on sales theretofore made shall become 
immediately due and payable.  Licensee shall, subject to the provisions of 
Paragraph 14.3, immediately discontinue all use of the Marks, any imitation 
or simulation thereof or any Marks similar thereto (subject to the second 
sentence of section 3.7 above) and shall promptly transfer to Licensor, at 
cost, all registrations, filings, and rights with regard to the Marks it may 
have had.

    14.8 Upon the expiration or earlier termination of this Agreement, 
Licensee shall deliver to Licensor, freight and insurance charges at 
Licensee's expense unless Licensor's default or its notice of non-renewal has 
caused such termination, all technical information, fabric production 
information, patterns, markers (provided that markers and graded patterns, 
with respect to which Licensee has not recovered the value thereof, shall be 
purchased from Licensee by Licensor at original invoice cost), sketches, 
designs, colors and the like in its possession or control, designed or 
approved by Licensor, and, at cost, all samples, labels, tags, packaging 
material, business supplies and advertising and promotional materials bearing 
the Marks in Licensee's possession or control.

15. Force Majeure

    (a)  Neither party shall be responsible for any delay or failure in 
performance of any part of this Agreement to the extent that such delay or 
failure is caused by fire, flood, explosion, war, embargo, labor problems, 
shortage, government requirement, civil or military authority, act of God, 
act or omission of carriers or other similar causes beyond its control.  If 
any such event of force majeure occurs, the party delayed or unable to 
perform shall give immediate notice to the other party, and shall resume 
performance once the condition ceases with an option in the affected party to 
extend the period of this Agreement up to the length of time the condition 
endured.  During the event of force majeure the parties shall consult with 
each other regarding efforts to mitigate the force majeure and continue 
performance hereunder.

    (b)  Licensor shall have the right to terminate this Agreement in whole 
or as to a portion thereof without further liability by Licensee.

    (i)  In the event that the sales operations of Licensee are suspended or 
disrupted because of a recognized cause of force majeure (including strikes, 
lockouts, war, natural disaster or other similar cause), and should such 
suspension or disruption last for a consecutive period of 180 days, unless 
Licensee shall forthwith take affirmative steps to rectify the situation, 
except that if it is apparent at the time of such suspension or disruption 
that it cannot be rectified within the 180 day period, Licensor may terminate 
forthwith.

                                      -20-

<PAGE>

    (ii) In the event that payment to Licensor of any Royalties or other sums 
due under this Agreement is prohibited or otherwise made impossible for a 
period of ninety (90) days by the laws and/or regulations in effect in the 
Territory or any portion thereof.

16. Assignment, Sublicenses

    16.1 The License and rights granted hereunder are personal in nature. 
Licensee recognizes and acknowledges that Licensor has agreed to contract 
with Licensee in reliance upon the experience, reputation and personal 
qualities of the management and shareholders of Licensee.  Licensor shall 
have the right to terminate this Agreement in the event Licensee (or an 
authorized assignee or successor under the control of Licensee) shall no 
longer be under the control of Licensee.  Licensee shall not sell, transfer , 
sublicense or assign its rights and interest hereunder, without the prior 
written consent of Licensor, which consent shall not be unreasonably 
withheld; provided, however, that Licensee shall be permitted, upon notice to 
Licensor, to transfer, sublicense or assign its rights and interest hereunder 
to any corporation or other legal entity which is under common control with 
Licensee.  For the purpose of this Article 16, "Control", shall mean majority 
ownership.

    16.2 Any sale or other transfer of all or a majority of the outstanding 
capital stock of Licensee, excluding sales of capital stock of Licensee in a 
public offering that widely distributes such stock, but, including 
specifically, without limitation, any merger, consolidation or similar 
combination, shall be deemed an assignment of the Licensee's rights, interest 
and obligations under this Agreement.  However, an assignment to an entity 
controlled by Licensee shall be permitted. 

    16.3 A sale or other transfer of all or substantially all of the assets 
of Licensee shall be deemed an assignment of Licensee's rights and interest 
under this Agreement, but such an assignment to an entity controlled by 
Licensee shall be permitted.

    16.4 Licensor shall, with the prior written consent of Licensee, which 
consent shall not be unreasonably withheld (except as otherwise provided in 
this Article 16) have a right to sell, transfer, lease or assign its rights 
and interest in this Agreement, provided that no such consent shall be 
required in the case of a sale, transfer, lease or assignment by Licensor to 
a corporation in which Licensor beneficially owns a majority of the voting 
stock, and provided further, that Licensor hereby agrees and acknowledges 
that their services are personal in nature and essential to this Agreement.  
Sublicensing of the Licensed Marks, Products and/or Territories shall not be 
permitted without the express prior written consent of Licensor (but this 
does not prohibit the subcontracting of manufacturing and other production 
tasks by Licensee).

17. Arbitration

    17.1 Any claim controversy arising out of or relating to this Agreement 
shall be resolved by binding arbitration in the City of New York pursuant to 
the rules then obtaining of

                                     -21-

<PAGE>

the American Arbitration Association.  The panel of Arbitrators appointed to 
settle any controversy or claim shall consist of three (3) arbitrators 
experienced in agreements of this type.

    17.2 The arbitrators sitting in any such controversy shall have no power 
or jurisdiction to alter or modify any express provision of this Agreement or 
to make any award which by its terms effects such alternation or modification.

    17.3 The parties consent for award enforcement purposes to the 
jurisdiction of the appropriate state and/or federal courts within the State 
of New York and further consent that any demand for arbitration or any 
process or notice of motion or other application to the court or a judge 
thereof, in connection with the same, may be served in or out of the State of 
New York, by registered mail or by personal service, provided a reasonable 
time for appearance is allowed.

    17.4 The provision for arbitration herein shall not be deemed a waiver of 
the rights of either party to any provisional remedy provided under state or 
federal law.  It is agreed that in the event of any violation hereof, the 
other party hereto shall have the right to seek a preliminary injunction 
enjoining any further violation of this Agreement pending arbitration.

18. Transfer of Existing Business in the Territory

    Licensor will undertake all reasonable steps to assist in the transfer of 
the existing business in the Territory and in coordinating the transition of 
the business from VF and the provision to Licensee of all information in the 
possession of VF necessary for Licensee to be able to continue servicing the 
existing business under the Marks in the Territory.  Licensee accepts no 
liability with respect to any conduct of any business under the Marks by any 
other entity at any time.  Licensor shall indemnify and hold harmless 
Licensee and any of its officers, directors, and agents for any claims or 
damages (including attorneys' fees and costs) resulting from the conduct of 
the business under the Marks by any third party.

19. Relationship

    Nothing herein shall create or be deemed to create any agency, 
partnership, joint venture or other similar relationship between the parties 
hereto. Licensee shall not represent itself as the legal representative, 
agent or partner of Licensor and shall have no right to create or assume any 
obligations express or implied, on behalf of Licensor.

20. Merger

    This Agreement sets forth the entire and complete Agreement among the 
parties hereto with respect to its subject matter.  This Agreement supersedes 
and annuls all prior understandings, arrangements and agreements, oral or 
written, between the parties relating to its subject matter.  Neither this 
Agreement nor any provision hereof may be modified, waived or discharged 
except by subsequent written instrument signed by each party.

                                     -22-

<PAGE>

21. Severability

    If for any reason whatsoever, any provision of this Agreement shall be 
declared invalid, illegal or unenforceable, in whole or in part, such 
provision shall be ineffective to the extent of such invalidity, illegality 
or unenforceability without effecting the validity, legality or 
enforceability of the remaining provisions hereof or any other portion 
thereof not declared illegal or unenforceable shall remain in full force and 
effect.

22. Reversion of Rights and Territories

    Upon the expiration or earlier termination of this Agreement and subject 
to the other provisions of this Agreement, all rights with respect to the 
Marks, Products and Territory shall immediately revert to Licensor.

23. Remedies and Waivers

    No failure on the part of the Licensor or Licensee to exercise, and no 
delay on its part in exercising any right or remedy under this Agreement 
shall operate as a waiver thereof, nor shall any single or partial exercise 
of any right or remedy preclude any other or further exercise thereof or the 
exercise of any other right or remedy.  The rights and remedies provided 
herein are cumulative and are not exclusive of any other rights or remedies 
provided by law or in equity. 

                                     -23-

<PAGE>


24. Notices

    All reports, approvals and notices required or permitted to be given 
under this Agreement shall, unless specifically provided otherwise in this 
Agreement, be deemed to have been given if mailed by (i) registered or 
certified mail, return receipt requested (if such service is available), 
postage prepaid, or (ii) telecopy, receipt confirmed, and follow up hard copy 
by overnight express, to the party concerned at its address indicated below 
(or at such other address or addresses as any party hereto may from time to 
time respectively designate by notice in writing to the other party).

If to Licensor, to:          GIRBAUD DESIGN, INC.
                             411 East 50th Street
                             New York, New York 10022
                             Fax- 212-755-4450

                             With a copy to:

                             Martin & Maynadier, LLC
                             324 East 51st Street
                             New York, New York 10022
                             Fax- 212-754-3397

If to Licensee, to:          I.C. ISAACS AND CO., L.P.
                             350 Fifth Avenue, Suite 1029
                             New York, New York 10118
                             Attn: Chairman and Co-CEO
                             Fax-212-695-7579

                             With a copy to:

                             I.C. Isaacs and Co., L.P.
                             3840 Bank Street
                             Baltimore, Maryland 21224
                             Attn: President and Co-CEO
                             Fax- 410-558-2096

                             Robert J. Mathias, Esquire
                             Piper & Marbury L.L.P.
                             36 S. Charles Street
                             Baltimore, Maryland 21201
                             Fax- 410-539-0489

                                     -24-

<PAGE>

25. Governing Law

    This Agreement shall be construed, and interpreted in accordance with and 
as governed by the laws of the State of New York, without regard to the 
conflict of laws provisions thereof.

26. Right of First Refusal

    Should Licensor decide, at its initiative or upon an offer from a third 
party, to introduce, market, import, manufacture and/or distribute, or cause 
to be introduced, marketed, imported or manufactured, within the Territory, 
any of the following additional products: Men's Active, Boys', Women's and 
Girls' Jeans, Casual or Active collections, Licensee shall have a right of 
First Refusal for a license for these products, with terms and royalty rates 
as offered by the third party or otherwise to be discussed and agreed upon at 
that time.  Without limitation to the previous sentence, Licensor and 
Licensee shall, at the option of Licensee,  negotiate in good faith in August 
1998 the financial terms applicable to an extension of this Agreement to add 
Women's Jean and Women's Casual collections to the Products commencing with 
products to be presented at the February 1999 Magic Show in the USA.

27. Indemnification and Insurance

    27.1 Licensee does hereby indemnify and hold harmless Licensor from and 
against any and all losses, liability, damages and expenses (including 
reasonable attorneys fees and expenses) which it may incur or be obligated to 
pay as a result of or in defending any action, claim or proceeding against 
Licensor, for or by reason of any acts or omissions committed by Licensee or 
any of its servants, agents or employees in connection with Licensee's 
performance of this Agreement.  Licensee shall immediately notify Licensor of 
any claim or law suit seeking damages in excess of $100,000.  The provisions 
of this Paragraph and Licensee's obligations hereunder shall survive the 
expiration or earlier termination of this Agreement.  In the event that a 
judgment, levy, attachment or other seizure is entered against Licensor 
arising from any claim as to which indemnification is provided hereunder, 
Licensor shall promptly post the necessary bond to prevent execution against 
any property of Licensor.

    27.2 Licensee shall procure and maintain in full force and effect, at its 
sole cost and expense, at all times during which Products are being sold, a 
product liability insurance policy with respect to the Products with a limit 
of liability of not less that $1,000,000.  Such insurance policy shall 
include Licensor as an additional insured thereunder and shall provide for at 
least thirty (30) days prior written notice to Licensor of the cancellation 
or substantial modification thereof.  Such insurance may be obtained by 
Licensee in conjunction with a policy of products liability insurance which 
covers products other than the Products.  Licensee will deliver a certificate 
of such insurance to Licensor promptly upon issuance of said insurance policy 
and shall, from time to time upon reasonable request by Licensor, promptly 
furnish to Licensor evidence of the maintenance of said insurance policy.  
Likewise, without limitation of its indemnification obligations under this 
Agreement, Licensor shall procure and maintain in full force and effect, at 
its sole cost and expense, at all times during which Products are being sold, 
a

                                     -25-

<PAGE>

product liability insurance policy with respect to potential liability under 
this Agreement with a limit of liability of not less that $1,000,000.

28. Limitation of Liability

    EXCEPT WITH RESPECT TO INDEMNIFICATION OBLIGATIONS DUE TO THIRD PARTIES, 
NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY SPECIAL, INDIRECT, 
CONSEQUENTIAL OR SIMILAR DAMAGES ARISING FROM A BREACH OF THIS AGREEMENT OR 
OF ANY ORDER HEREUNDER EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

29. Plural, Singular

    Whenever the singular is used it shall include the plural and vice versa.

30. Headings

    The headings of the Articles and Paragraphs of this Agreement are for 
convenience only and shall in no way be deemed to limit or affect the terms 
or conditions of this Agreement.

31. Counterparts

    This Agreement may be executed in one or more counterparts, each of which 
shall be deemed an original, but all of which together shall constitute one 
and the same instrument.

    IN WITNESS WHEREOF, the parties have executed, by their respective duly 
authorized officers, this Agreement as of the day and year first above 
written.

GIRBAUD DESIGN, INC.              I.C. ISAACS AND COMPANY, L.P.

   

By: /s/ Francois Girbaud          By:  /s/ Robert J. Arnot
    -----------------------            ---------------------------
Name: Francois Girbaud            Name: Robert J. Arnot
Title:                            Title: Chairman & CEO

    

WURZBURG HOLDING SA


By: /s/ Illegible
    -----------------------
Name:    
Title:    

                                     -26-

<PAGE>


                                      EXHIBIT A
                                      THE MARKS
                                           
      
                         United States Trademark Registrations  

1) MARITHE & FRANCOIS GIRBAUD

(As registered with the United States Patent and Trademark Office under the 
number 1,311,173)

2) GIRBAUD
(As registered with the United States Patent and Trademark Office under the 
number 1,885,045)

3) FLY LABEL WITH MARITHE & FRANCOIS GIRBAUD







   


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(As registered with the United States Patent and Trademark Office under the 
number 1,354,187)


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4) FLY LABEL WITH PARALLEL LINES


   

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(As registered with the United States Patent and Trademark Office under the 
number 1,495,182)

5) LABEL MARITHE & FRANCOIS GIRBAUD


   

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(As registered with the United States Patent and Trademark Office under the 
number 1,564,635)

6) TEAR-AWAY LABEL


   

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(As registered with the United States Patent and Trademark Office under the 
number 1,810,839)


<PAGE>

7) FLY LABEL

(As registered with the United States Patent and Trademark Office under the 
number 1,852,439)

8) FLY LABEL (SLANTED)

(As registered with the United States Patent and Trademark Office under the 
number 1,872,530)


   

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<PAGE>
 

                                      EXHIBIT B
                               MANUFACTURING COUNTRIES
                                           
Hong Kong
Indonesia
Macao
Mexico
China
Philippines
Vietnam
Republic of South Korea
Taiwan
Thailand
Bahrain
Bangladesh
Brazil
Botswana
Canada
Colombia
Costa Rica
Dominican Republic
Egypt
Ecuador
El Salvador
Guatemala
Honduras
India
Jamaica
Lesotho
Madagascar
Malaysia
Maldives
Mauritius
Mongolia
Nepal
Oman
Pakistan
Peru
Qatar
Saipan
Saudi Arabia
Seychelles


<PAGE>

Singapore
South Africa
Sri Lanka
Turkey
United Arab Emirates 


<PAGE>

                                      EXHIBIT C
                                     THE PRODUCTS
                                           
MEN'S JEANS

A category of jeanswear dress which is color and fabric driven.  Its 
cornerstone is denim with an emphasis on new washes and new finishes.  It 
encompasses signature M & F Girbaud styles, as well as, new progressive 
shapes.  The product offering includes but is not limited to jeans, pants, 
knit tops, T-shirts, sweatshirts, caps, sweaters, outerwear, vests, woven 
shirts, shorts and jackets and other types of garments typically considered 
jeanswear in the industry.

MEN'S CASUAL

A category of relaxed dress for multiple end uses; weekend wear, Casual 
Friday etc.  Modern comfort driven fabrics and blends offer an alternative to 
traditional khakis.  Men's Casual includes but is not limited to city casual 
pants (including khakis) and jackets, shorts, woven shirts, knit tops, 
sweaters, vests, caps, outerwear, and shirts, and other types of garments 
typically considered casual wear in the industry.


<PAGE>

                                     EXHIBIT D
                                          
                               LABEL TO BE PHASED OUT

7) FLY LABEL

   

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(As registered with the United States Patent and Trademark Office under the 
number 1,852,439)


<PAGE>


                                           
                                     EXHIBIT E
                                          
                                LABELS FOR SECTION 1.5






   

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