EXHIBIT

10.103




 




AMENDMENT

NO. 6




TO

TRADEMARK LICENSE AND TECHNICAL ASSISTANCE AGREEMENT FOR WOMEN’S COLLECTIONS




 




               

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.




 




               

WHEREAS, the parties wish to

extend the term 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

4 — Royalties




 




               

Section 4.2 of the Agreement, is hereby amended by adding the following to the

Minimum Royalties table set forth therein:




 








	

  Calendar

  Year


  	

   


  	

  Minimum

  Royalties


  	

   


  
	

  2008


  	

   


  	

  $


  	

  1,500,000


  	

   


  
	

  2009


  	

   


  	

  $


  	

  1,500,000


  	

   


  
	

  2010


  	

   


  	

  $


  	

  1,500,000


  	

   


  
	

  2011


  	

   


  	

  $


  	

  1,500,000


  	

   


  










 




               

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          

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.            

Effective Date




 




This Amendment No. 6

shall be effective as of the date first written above.




 




               

5.            

Full Force and Effect




 




Except as expressly

amended by this Amendment No. 6, the Agreement shall continue in full force and

effect.




 




               

IN WITNESS WHEREOF, the parties,

by their duly authorized representatives, have executed this Amendment No. 6 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


  





 




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