0001104659-02-006282 Sample Contracts

Contract
Common Stock Purchase Warrant • November 15th, 2002 • Ic Isaacs & Co Inc • Knit outerwear mills • Delaware

NEITHER THIS WARRANT NOR THE SHARES OF STOCK ISSUABLE UPON EXERCISE HEREOF, HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SUCH LAWS.

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STOCKHOLDERS’ AGREEMENT
Stockholders’ Agreement • November 15th, 2002 • Ic Isaacs & Co Inc • Knit outerwear mills • Delaware

This STOCKHOLDERS’ AGREEMENT (the “Agreement”) dated October 3, 2002 is by and among I.C. Isaacs & Company, Inc., a Delaware corporation having its principal office and place of business at 3840 Bank Street, Baltimore, Maryland 21224-2522 (the “Company”), and the Persons (as hereinafter defined) whose names are set forth in Schedule A hereto (the “Stockholders” and each a “Stockholder”).

AMENDMENT NO. 4 TO TRADEMARK LICENSE AND TECHNICAL ASSISTANCE AGREEMENT
Trademark License and Technical Assistance Agreement • November 15th, 2002 • Ic Isaacs & Co Inc • Knit outerwear mills

This Amendment No. 4, dated October 2, 2002, is to the Trademark License and Technical Assistance Agreement dated January 15, 1998, by and between Latitude Licensing Corp. (“Licensor”) and I.C. Isaacs & Company L.P. (“Licensee”) (the “Agreement”). Previous amendments to the Agreement were made effective on November 12, 1998, June 21, 2000 and May 31, 2001. Capitalized terms used herein have the meaning ascribed to them in the Agreement unless otherwise indicated.

November 8, 2002
Financing Agreement • November 15th, 2002 • Ic Isaacs & Co Inc • Knit outerwear mills • New York

Reference is made to the Accounts Financing Agreement [Security Agreement] between Congress Financial Corporation (“Congress”) and I.C. Isaacs & Company L.P. (“Borrower”) dated as of June 16, 1992, as amended (the “Accounts Agreement”), the Covenant Supplement to Accounts Financing Agreement [Security Agreement] between Congress and Borrower, dated June 16, 1992, as amended (the “Covenant Supplement”), the letter re Inventory Loans, dated December 31, 1994 by and between Congress and Borrower, as amended (the “Inventory Loan Letter”), the Inventory and Equipment Security Agreement Supplement to the Accounts Financing Agreement [Security Agreement], between Congress and Borrower, dated as of June 16, 1992, as amended (the “Inventory and Equipment Agreement”), the Trade Financing Agreement Supplement to the Accounts Financing Agreement [Security Agreement], between Congress and Borrower, dated as of June 16, 1992, as amended (the “Trade Financing Agreement Supplement”) and all supplement

GLOBAL SOURCING ARRANGEMENT TERMINATION AGREEMENT
Termination Agreement • November 15th, 2002 • Ic Isaacs & Co Inc • Knit outerwear mills

This global sourcing arrangement letter termination agreement (the “Termination Agreement”) is entered into by and between G.I. Promotion, a company organized and existing under the laws of Italy having its headquarters at via Salvini 5, 20122 Milan, Italy (“GIP”) and I.C. Isaacs & Company L.P., a Delaware limited partnership having its offices at 350 Fifth Avenue, Suite 1029, New York, NY 10118 (“Isaacs”).

AMENDMENT NO. 6 TO TRADEMARK LICENSE AND TECHNICAL ASSISTANCE AGREEMENT FOR WOMEN’S COLLECTIONS
Trademark License and Technical Assistance Agreement • November 15th, 2002 • Ic Isaacs & Co Inc • Knit outerwear mills

This Amendment No. 6, dated October 2, 2002, is to the Trademark License and Technical Assistance Agreement For Women’s Collections dated March 4, 1998 by and between Latitude Licensing Corp. (“Licensors”) and I.C. Isaacs & Company L.P. (“Licensee”) covering Women’s Products (the “Agreement”). Previous amendments to the Agreement were made effective on June 18, 1998, November 12, 1998, December 23, 1998, August 2, 1999 and June 21, 2000. Capitalized terms used herein have the meaning ascribed to them in the Agreement unless otherwise indicated.

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