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                                                                EXHIBIT 10.27(b)
                             FIRST AMENDMENT
                                 TO THE
                         I.C. ISAACS PENSION PLAN

WHEREAS, I.C. Isaacs and Company, L.P. previously adopted the I.C. Isaacs 
Pension Plan; and

WHEREAS, I.C. Isaacs and Company, L.P. wishes to increase the maximum 
compensation used in determining accrued benefits from $60,000 to $75,000; and 
 
WHEREAS, I.C. Isaacs, L.P. wishes to permit lump sum distributions of 
restricted benefits upon receipt of adequate security;

NOW, THEREFORE, it is resolved that effective January 1, 1997 Section 1.12 is 
hereby amended by substituting page 4 attached hereto and marked "First 
Amendment"; and

FURTHER RESOLVED that effective January 1, 1997 Sections 14.05(b), (h) and 
(j) are hereby amended by substituting pages 54 and 56 attached hereto and 
marked "First Amendment"; and

FURTHER RESOLVED that the partners of the I.C. Isaacs & Company, L.P. be and 
they hereby are, authorized to execute such documents and to take such they 
action as they may deem necessary or appropriate of implement the foregoing 
resolutions and amendments.


                               CERTIFICATION

The undersigned, Secretary of I.C. Isaacs and Company, L.P. hereby certifies 
that the foregoing resolutions were duly adopted at a meeting of the partners 
held on the       Day of            1997.
           ------        ----------

                                           ----------------------------
                                           Secretary

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1.08  AVERAGE ANNUAL COMPENSATION: A Participant's annual Compensation 
      averaged over the highest 5 consecutive Plan Years ending with his or 
      her Normal Retirement Age or actual retirement if later, or if earlier, 
      the date on which he or she last ceased to be an active Participant. 
      For a Participant with less than the required number of consecutive 
      years the average of the actual number of consecutive years shall be 
      used. In the event a Participant is employed or is covered under the 
      Plan for less than the full accounting period for determining 
      Compensation, Average Annual Compensation shall be counted (without 
      analyzing) if such Participant qualifies for a Year of Service or a 
      Year of Credited Service.

1.09  BENEFICIARY: The individual who is designated as the Beneficiary under 
      the Plan in accordance with Code Section 401(a)(9) and the regulations 
      thereunder. Subject to Article 7 and Section 7.07, a Participant may 
      designate, in writing, a Beneficiary to receive the benefits payable in
      the event of his or her death, and may designate a secondary Beneficiary
      to receive any benefits payable in the event the primary Beneficiary 
      predeceases the Participant. A Participant's Surviving Spouse must 
      consent to the designation of the Participant's primary Beneficiary 
      other than the Surviving Spouse of more than 50% of the value of any 
      Plan death benefit. In the event a Participant fails to designate any 
      Beneficiary in writing, or the Beneficiary predeceases the Participant,
      the Participant's Surviving Spouse shall be deemed the Beneficiary. If 
      there is no Surviving Spouse, the benefits shall be paid to the 
      Participant's surviving issue per stirpes. If there is no surviving 
      issue, the benefits shall be paid pursuant to the intestacy laws of the
      state in which the Participant is domiciled. A Participant may change 
      his or her Beneficiary at any time. All Beneficiary designations and 
      changes shall be made on an appropriate form and filed with the Plan 
      Administrator. Any such designation shall become effective only upon 
      its receipt by the Plan Administrator. The last effective designation 
      received by the Plan Administrator shall supersede all prior 
      designations.

1.10  BREAK IN SERVICE: For purposes of determining vesting, a Plan Year 
      during which an Employee fails to complete more than 500 Hours of 
      Service. In the event that a Plan Year is less than 12 months, the 500 
      Hours of Service requirement shall be proportionately reduced. For 
      purposes of determining eligibility, the twelve (12) month period 
      commencing on the date an Employee first completes an Hour of Service 
      and each anniversary thereof during which an Employee fails to complete 
      more than 500 Hours of Service.

1.11  CODE:  The Internal Revenue Code of 1986 including any amendments 
      thereto.

1.12  COMPENSATION: For all Employees other than truckdrivers and salesmen, 
      the total wages or salary, overtime, commissions, bonuses, and any 
      other taxable renumeration from the Employer for the Plan Year in no 
      event greater than $75,000 maximum per year. For any Owner-Employee or 
      other self-employed individual covered under the Plan, Compensation 
      will mean Earned Income. For truckdrivers and salesmen, 75% of the 
      total wages or salary, overtime, commission, bonuses and any other 
      taxable remuneration for the employer for the Plan Year and in no event 
      greater than $75,000 maximum per year. Compensation shall include only 
      Compensation actually paid to the Participant during the Plan Year. 
      However, Compensation may include any amount contributed by the 
      Employer pursuant to a salary reduction agreement which is not 
      includible in the gross income of the Employee under Code Sections 125, 
      402(a)(8), 402(h) or 403(b). Except for purposes of determining a 
      Participant's Accrued Benefit prior to the first Plan Year which began on
      or after January 1, 1989 or if earlier the date the Plan became Top 
      Heavy, in accordance with Code Section 401(a)(17) the annual 
      Compensation of each Participant taken into account under the Plan for 
      any Plan Year shall not exceed $200,000, as adjusted beginning with the 
      first Plan Year which begins in 1990 at the same time and in the same 
      manner as under Code Section 415(d), prorated for less than a 12-month 
      period.

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           in accordance with Section 5.01 for more than three years as of the
           date of termination;(3) costs for Participants who have been 
           receiving benefits or who have been eligible to receive Normal 
           Retirement Benefits in accordance with Section 5.01 for less than
           three years as of the date of termination; (4) costs for 
           Participants who were eligible to receive early retirement benefits
           as of the date of termination; (5) costs for all other benefits 
           insured by the Pension Benefit Guaranty Corporation; and (6) costs
           for any other benefits.

     (b)   Discrimination Not Permitted: If the allocation made pursuant to 
           paragraph (a)(5) and paragraph (a)(6) above results in 
           discrimination in favor of Participants who are officers, 
           shareholders, or Highly Compensated Employees, then the assets 
           allocated under paragraph (a)(5) and paragraph (a)(6) shall be 
           reallocated to avoid such discrimination. All amounts allocated 
           under this paragraph shall be nonforfeitable, to the extent Fund 
           assets are sufficient. After allocation, the Sponsor shall determine
           whether to make lump sum payments of the Actuarial Equivalent of 
           benefits from the Fund or whether to purchase immediate or deferred 
           annuities from an insurance company in whatever amounts the monies
           so allocated will provide. If the Fund has sufficient assets to 
           cover the cost of all Accrued Benefits and full settlement of all 
           such benefits is made by lump sum payments of the Actuarial 
           Equivalent of benefits or through the purchase of a group annuity 
           contract or individual annuity contracts, then any balance remaining
           in the Fund shall be refunded to the Employer.

14.05  EARLY TERMINATION PROVISIONS: Upon termination of this Plan, benefits 
       which are distributed in full will be subject to the following 
       provisions:

     (a)   Assets Are Sufficient To Satisfy Accrued Benefits: If, as of the 
           date this Plan terminates and benefits are distributed in full, 
           the value of Plan assets is not less than the Actuarial Equivalent 
           of all Accrued Benefits (whether or not nonforfeitable), 
           distribution of assets to each Participant equal to the Actuarial
           Equivalent of that Participant's Accrued Benefit will not be 
           discriminatory if the formula for computing benefits as of the 
           date of termination is not discriminatory under Code Section 
           401(a)(4). The benefit payable to a current or former Participant 
           who is or was a Highly Compensated Employee (as of the date he or 
           she last completed an Hour of Service) shall not exceed the 
           benefit which is considered nondiscriminatory under Code Section 
           401(a)(4). All Actuarial Equivalents and the value of Plan assets 
           will be computed using assumptions satisfying Section 4044 of ERISA.
           Upon the occurrence of the above situation, the amount by which the 
           value of Plan assets exceeds the Actuarial Equivalent of Accrued 
           Benefits (whether or not nonforfeitable) shall revert to the 
           Employer, except if otherwise provided under Sections 1.01 or 5.01.

     (b)   Assets Are Insufficient To Satisfy Accrued Benefits:  
           Notwithstanding paragraph (a) above, if, as of the date this 
           Plan terminates and benefits are distributed in full, the value of 
           Plan assets is less than the Actuarial Equivalent of all Accrued 
           Benefits (whether or not nonforfeitable), then the provisions of 
           paragraph (h), (i) and (j) shall be applicable or, at the 
           discretion of the Plan Administrator, the provisions of paragraphs 
           (c),(d),(e) and (f), subject to paragraphs (g) and (h) shall apply 
           for Plan Years which begin before January 1, 1994.

     (c)   Restricted Benefits For 25 Highest Paid Employees: Employer 
           contributions on behalf of any of the 25 highest paid Employees at 
           the time the Plan is established and whose anticipated Annual 
           Benefit exceeds $1,500 will be restricted as provided in Section 
           14.05(d) upon the occurrence of the following conditions: (1) the 
           Plan is terminated within 10 years after its establishment; (2) 
           the benefits of such highest paid Participant become payable within

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     (h)   Distributions Upon Receipt Of Adequate Security:  Notwithstanding 
           the otherwise applicable restrictions on distributions of benefits 
           incident to early termination or early Plan termination, a
           Participant's otherwise restricted benefit may be distributed in full
           upon depositing with an acceptable depository one of the following:
           (1) property having a fair market value equal to 125% of the
           restricted amount. If the market value of the property held by the
           depository falls below 110% of the restricted amount, additional
           property necessary to bring the value of the property held by the
           depository up to 125% of such amount must be deposited and any
           agreement with a depository pursuant to this subparagraph shall have
           the right to receive any income generated by such property if the
           market value of the property is otherwise maintained; or (2) a bond
           equal to 100% of the amount which would be repayable had the Plan
           terminated on the date of the lump sum distribution. Such bond must
           be furnished by an insurance company, bonding company, or other
           surety approved by the United States Treasury Department as an
           acceptable surety on Federal bonds.

     (i)   Annual Payments May Not Exceed Those Of A Single Life Annuity: 
           Benefits distributed to any of the active and former 25 most 
           Highly Compensated Employees who have the greatest compensation in 
           the current or any prior Plan Year are restricted such that the 
           annual payments are no greater than an amount equal to the payment 
           that would be made on behalf of the Participant under a single 
           life annuity that is the Actuarial Equivalent of the sum of the 
           Participant's Accrued Benefit and the Participant's other benefits 
           under the Plan.

     (j)   When Restrictions Do Not Apply:  The above paragraphs (h) and (i) 
           shall not apply if either (1) after payment of the benefit to such
           a Participant, the value of Plan assets equals or exceeds 110% of 
           the current liability (as defined in Code Section 412) as of the 
           last day of the Plan Year during which benefits are commenced, or 
           (2) the value of the benefits for such a Participant is less than 
           1% of the value of current liabilities, or (3) the value of the 
           Participant's future non-restricted limit does not exceed $3,500. 
           For these purposes the term `benefit' includes loans in excess of 
           the amount forth in Code Section 72(p)(2)(A), any periodic income,
           any withdrawal values payable to a living Participant, and any 
           death benefits not provided for by insurance on the Participant's 
           life.

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