EXHIBIT

10.102




 




AMENDMENT

NO. 4




TO

TRADEMARK LICENSE AND TECHNICAL ASSISTANCE AGREEMENT




 




               

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.




 




               

WHEREAS, the parties therefore

wish to extend the term and scope of the Agreement and to provide for certain

fees as set forth herein.




 




               

NOW, THEREFORE, for good and

valuable consideration, the sufficiency and receipt of which are hereby

acknowledged, the parties agree to amend the Agreement as follows:




 




               

1.             Section

2 — Term and Territory




 




               

Section 2.1 of the Agreement, relating to the term and territory, is hereby

amended by adding the following provision as the last sentence:




 




In addition, Licensee shall have the option to renew

this Agreement for an additional term of four (4) years commencing January 1,

2008 and ending December 31, 2011.




 




               

2.             Section

5 — Royalties




 




               

Section 5.2 of the Agreement, is hereby amended by adding the following to the

Minimum Royalties table set forth therein:




 








	

  Calendar

  Year


  	

   


  	

  Minimum

  Royalties


  	

   


  
	

  2008


  	

   


  	

  $


  	

  3,000,000


  	

   


  
	

  2009


  	

   


  	

  $


  	

  3,000,000


  	

   


  
	

  2010


  	

   


  	

  $


  	

  3,000,000


  	

   


  
	

  2011


  	

   


  	

  $


  	

  3,000,000


  	

   


  










 




               

3.             Section

9 — Sales




 




               

Section 9 of the Agreement, relating to sales, is hereby amended by adding the

following provision as Section 9.3:




 




9.3          

Licensor shall retain the services of a consultant or consultants (which may be

or include the Designated Representative, as such term is hereinafter defined)

(the “Consultants”) for the purpose of assisting Licensee’s senior executives

with the implementation of this Agreement.  The 




 





























 




Consultants shall provide such services by way of

interaction solely with Licensee’s senior management.  The Consultants

shall be selected by Licensor subject to the prior approval of the Chief

Executive Officer of Licensee.  Licensee shall pay the Licensor

Consultants’ fees (the “Consultants’ Fees”) in an aggregate amount of One

Hundred Twenty-five Thousand Dollars ($125,000) for calendar year 2002, and One

Hundred Fifty Thousand Dollars ($150,000) for each remaining calendar year

under the term of this Agreement; such amounts shall be inclusive of all

expenses relating to such Consultants for such calendar year and shall be

prorated for any partial year subsequent to 2002.  The Consultants’ Fees

for each year under the term of this Agreement shall be payable in equal

installments on the last day of each fiscal quarter of the Company (each March

31, June 30, September 30 and December 31 of any year under the term of this

Agreement), beginning on June 30, 2002.




 




For purposes of this

Section, “Designated Representative” shall mean an individual designated in

writing to the Licensee by

                            

as the designated representative of

                             .




 




               

4.            

Section 26 — Right of First Refusal




 




               

The first sentence of Section 26, relating to the right of first refusal, is

hereby deleted and replaced with the following sentence:




 




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: (i) Men’s

Active, (ii) Boys’, Women’s and Girls’ Jeans, Casual or Active collections, and

(iii) Underwear, 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.




 




               

5.             Section

32 — Licensor’s Brand Strategy




 




               

At the end of Section 31 of the Agreement, the following shall be added to the

Agreement as a new section:




 




               

Section

32.             Licensor’s

Brand Strategy. Licensor is responsible for, and will control the brand’s

strategic positioning and the voice of the brand.  Licensor will provide

communication guidelines to Licensee to help in developing communication

execution.  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 




 




2





























 




response to such briefing materials.  The

Trademarks, the visual representation, and the image of the Products 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.




 




               

6.            

Effective Date




 




               

This Amendment No. 4 shall be effective as of the date first written above.




 




               

7.            

Full Force and Effect




 




               

Except as expressly amended by this Amendment No. 4, the Agreement shall continue

in full force and effect.




 




               

IN WITNESS WHEREOF, the parties,

by their duly authorized representatives, have executed this Amendment No. 4 as

of the dates indicated below.




 




 




	

  LATITUDE

  LICENSING CORP.


  	

   


  	

  I.C.

  ISAACS & COMPANY L.P.


  
	

   


  	

   


  	

   


  
	

  By:


  	

  /s/

  Pierre Martin


  	

   


  	

  By:


  	

  /s/ Robert J. Arnot


  
	

  Name:


  	

   Pierre

  Martin


  	

   


  	

  Name:


  	

  Robert J. Arnot


  
	

  Title:


  	

   Vice

  President


  	

   


  	

  Title:


  	

  Chief Executive Officer


  
	

  Date:


  	

   10/2/02


  	

   


  	

  Date:


  	

  Sept.

  18, 2002


  





 




3