EXECUTION COPY


                           COLLATERAL PLEDGE AGREEMENT

     This Collateral  Pledge Agreement  ("Agreement"),  is made and entered into
this 18th day of October,  2002,  effective as of April 23, 2002, by and between
Candie's,  Inc.  ("Candie's")  and Michael  Caruso & Co.,  Inc.  (together  with
Candie's, the "Pledgor") and Sweet Sportswear LLC ("Secured Party").

                                   Background

     A. To induce  Secured  Party to extend  credit to Candie's  pursuant to the
terms of that certain 8% Senior Subordinated Note due 2012 issued by Candie's to
Secured Party as of April 23, 2002 (the  "Note"),  Pledgor and Secured Party are
entering into this Agreement.

     B. This  Agreement is given and is intended to provide  Secured  Party with
certain  security for (i) (x) the obligations of Candie's under the Note and (y)
all  other   obligations  and  liabilities   (including,   without   limitation,
indemnities,  fees,  and interest  thereon) of Pledgor,  whether now existing or
hereafter  incurred,  under,  arising out of, or in connection with the Note and
the due performance and compliance by Pledgor with all of the terms, conditions,
and agreements  contained in the Note; (ii) any and all sums advanced by Secured
Party in order to preserve  the  Pledged  Collateral  or  preserve  its lien and
security  interest  in  the  Pledged  Collateral;  (iii)  in  the  event  of any
proceeding for the collection or enforcement of any  indebtedness,  obligations,
or  liabilities  referred  to in  clauses  (i) and (ii)  above,  the  reasonable
expenses of any exercise by Secured Party of its rights hereunder, together with
reasonable attorneys' fees and court costs; and (iv) to the extent not otherwise
included in clauses (i), (ii), and (iii) above,  Pledgor's obligations set forth
in Section 17 (the "Obligations").

     C. All capitalized  terms used herein and not otherwise  defined shall have
the same meanings assigned to such terms in the Note.

     NOW THEREFORE, for other good and sufficient consideration,  the receipt of
which is hereby  acknowledged,  Pledgor,  intending to be legally  bound hereby,
covenants and agrees as follows:

     1.  Pledgor,  for the purpose of granting a  continuing  lien and  security
interest,  does hereby assign,  pledge,  hypothecate,  deliver,  and set over to
Secured  Party,  its  successors,  and  assigns (i) all of the shares of capital
stock  of  IP  Holdings  and  Management  Corporation,  a  Delaware  corporation
("IPHM"),  identified in Schedule I, whether now owned or hereafter  acquired by
Pledgor,  together with all certificates representing such shares (collectively,
the  "Pledged  Collateral"),  (ii)  all  ownership  interests  of any  class  or
character of a successor  entity formed by or resulting from a consolidation  or
merger  in  which  IPHM is not the  surviving  entity,  and  (iii)  all  shares,
securities,  moneys,  or property  representing a dividend on any of the Pledged
Collateral,  or  representing  a  distribution  or return of capital  upon or in
respect of the Pledged  Collateral,  or  resulting  from a  split-up,  revision,
reclassification,  or other like change of the Pledged  Collateral  or otherwise
received in exchange therefor, and any subscription warrants, rights, or options
issued to the holders of, or otherwise in respect of, the Pledged Collateral.

                                      -1-
<PAGE>

     2. The pledge and security  interest  described  herein  shall  continue in
effect to secure the Obligations  until such Obligations have been paid in full.
Unless the Pledged Collateral is disposed of by Secured Party in accordance with
the provisions of Section 8 below,  Secured Party shall return the  certificates
representing  the Pledged  Collateral to Pledgor upon Secured Party's receipt of
payment in full of the Obligations.

     3.  Contemporaneously  with the execution hereof, Pledgor agrees to deliver
to Secured Party or its nominee all certificates  representing or evidencing the
Pledged  Collateral,  accompanied  by duly executed  instruments  of transfer or
assignments  in blank,  to be held by Secured Party or its nominee in accordance
with the terms hereof.

     4. Pledgor hereby  authorizes  Secured Party, and agrees itself to take all
such other  actions and to execute  and deliver and file,  or cause to be filed,
such other instruments or documents,  as Secured Party may reasonably require in
order to  establish  and  maintain a  perfected,  valid,  and  continuing  first
priority security interest and lien in the Pledged Collateral in accordance with
this Agreement and the UCC and other applicable law.

     5. Pledgor  shall (i) give prompt  written  notice to Secured Party of, and
(ii) defend the Pledged  Collateral  against,  any suit,  action,  or proceeding
related to the Pledged  Collateral or which could adversely  affect the security
interests and liens granted hereunder.

     6. Pledgor hereby represents and warrants that:

     (a) Except as pledged herein, (i) Pledgor is and will be the sole legal and
beneficial  owner  of all of the  Pledged  Collateral  now  owned  or  hereafter
acquired, (ii) Pledgor has not sold, assigned, transferred,  pledged, or granted
any  option or  security  interest  in or  otherwise  hypothecated  the  Pledged
Collateral,  and (iii) the Pledged Collateral is pledged herewith free and clear
of any  and  all  liens,  security  interests,  encumbrances,  claims,  pledges,
restrictions, legends, and options;

     (b) As of the  date  hereof  and on the date of  delivery  or  transfer  to
Secured Party of any Pledged  Collateral under this Agreement,  Pledgor has good
and marketable title to the Pledged Collateral;

     (c) The Pledged  Collateral (i) is, and all the other Pledged Collateral in
which Pledgor  shall  hereafter  acquire an interest  will be, duly  authorized,
validly  existing,  fully paid,  and  non-assessable  (in the case of any equity
interest in a corporation)  and duly issued and  outstanding (in the case of any
equity interest in any other entity),  and none of such Pledged Collateral is or
will be subject to any contractual  restriction,  or any  restriction  under the
charter, bylaws,  partnership agreement, or other organizational document of the
respective  issuer,  upon the  transfer  of such  Pledged  Collateral,  and (ii)
constitutes all of the issued and outstanding shares of capital stock of IPHM as
set  forth in  Schedule  I  beneficially  owned by  Pledgor  on the date  hereof
(whether  or not  registered  in the name of Pledgor)  and  Schedule I correctly
identifies, as at the date hereof, IPHM as the issuer of such Pledged Collateral
and the respective class and par value of the shares  constituting  such Pledged
Collateral and the respective  number of shares (and registered  owners thereof)
represented by each such certificate.

                                      -2-
<PAGE>

     (d)  Pledgor has the full power and  authority  to  execute,  deliver,  and
perform under this Agreement and to pledge the Pledged Collateral hereunder; and

     (e) This Agreement constitutes the valid and binding obligation of Pledgor,
enforceable  in  accordance  with  its  terms,  and the  pledge  of the  Pledged
Collateral  referred to herein is not in  violation  of and shall not create any
default under any agreement, undertaking, or obligation of Pledgor.

     7. Unless and until an Event of Default (as defined below) has occurred and
is  continuing,  Pledgor shall be entitled to receive and retain any  dividends,
distributions, or proceeds in respect of the Pledged Collateral. If any Event of
Default  shall  have  occurred,  then so long as such  Event  of  Default  shall
continue,  and whether or not Secured Party  exercises  any  available  right to
declare any  Obligation  due and payable or seeks or pursues any other relief or
remedy  available  to it  hereunder  or under the Note or  applicable  law,  all
dividends  and  other  distributions  on the  Pledged  Collateral  shall be paid
directly to Secured Party and either,  at the  Pledgor's  option (a) retained by
the  Secured  Party as part of the Pledged  Collateral,  subject to the terms of
this Agreement,  or (b) in the case of cash dividends or distributions,  applied
against the Pledgor's  Obligations in reduction  thereof,  and, if Secured Party
shall so  request,  Pledgor  agrees to execute  and  deliver  to  Secured  Party
appropriate additional dividend, distribution, and other orders and documents to
that end.

     8. (a)  Notwithstanding  anything to the contrary or inconsistent  herewith
contained  in the Note,  an "Event of  Default"  shall  exist  hereunder  if (i)
Candie's shall commence a voluntary case, or acquiesce as to an involuntary case
filed  against it,  under the Federal  Bankruptcy  Code,  as now or hereafter in
effect (the "Code"), or (ii) a proceeding or involuntary case shall be commenced
against Candie's under the Code in any court of competent jurisdiction,  without
the  application  or  consent of  Candie's,  and such  proceeding  or case shall
continue  undismissed,  or unstayed  and in effect,  for a period of ninety (90)
days.  Upon,  and only upon,  the  occurrence of an Event of Default  hereunder,
Secured Party shall have the right to and may, at its sole option,  exercise any
and/or all rights and remedies with respect to the Pledged Collateral  available
to it hereunder,  under the Uniform  Commercial  Code as adopted in the State of
New York ("UCC"),  or otherwise available to it, at law or in equity, to enforce
the pledge granted herein, including,  without limitation,  the right to dispose
of the Pledged Collateral at a public or private sale.

     (b) Without precluding any other methods of sale or other disposition,  the
sale or other disposition of the Pledged Collateral or any portion thereof shall
have been made in a  commercially  reasonable  manner if conducted in conformity
with reasonable commercial practices of creditors disposing of similar property;
but in any event  Secured  Party may sell,  lease,  deliver,  grant  options  to
purchase, or otherwise retain,  liquidate, or dispose such Pledged Collateral on
such terms and to such purchaser(s)  (including  Secured Party if such sale is a
public sale) as Secured  Party in its absolute  discretion  may choose,  and for
cash or for credit or for future delivery,  without assuming any credit risk, at
public or private sale or other disposition,  without demand of performance, and
without any  obligation  to advertise or give notice of any kind other than that
necessary  under  applicable  law.  Pledgor  hereby  waives and  releases to the
fullest extent  permitted by law any right or equity of redemption  with respect
to the Pledged  Collateral after sale or other  disposition  hereunder,  and all
rights, if any, of marshalling the Pledged Collateral and any other security for
the  Obligations  or  otherwise.  At  any  such  public  sale  or  other  public
disposition,  unless prohibited by applicable law, Secured Party may bid for and
purchase  all or any part of the Pledged  Collateral  so sold free from any such
right or equity of redemption.  Secured Party shall not be liable for failure to
collect or realize upon any or all of the Pledged Collateral or for any delay in
so doing nor shall it be under any obligation to take any action whatsoever with
regard thereto.

                                      -3-
<PAGE>

     (c) Secured  Party shall incur no  liability as a result of the sale of the
Pledged  Collateral,  or any part thereof,  at any private sale pursuant to this
Agreement  conducted  in a  commercially  reasonable  manner  and  otherwise  in
accordance  with  applicable  law.  Assuming the  disposition  is conducted in a
commercially  reasonable  manner and in accordance with applicable law,  Pledgor
hereby  waives any claims  against  Secured  Party arising by reason of the fact
that the  price at which  the  Pledged  Collateral  may have been sold at such a
private  sale was less than the price that might have been  obtained at a public
sale or was less than the aggregate amount of the  Obligations,  even if Secured
Party accepts the first offer received and does not offer the Pledged Collateral
to more than one offeree.

     9.  Pledgor  may at  any  time  sell  all or  any  portion  of the  Pledged
Collateral provided that the full amount of the then outstanding Obligations are
paid to Secured Party in conjunction with the closing of such sale.

     10. The proceeds of any Pledged Collateral received by Secured Party at any
time, whether from the sale of Pledged Collateral or otherwise, shall be applied
to or on account of the  Obligations and any excess  proceeds,  after payment in
full of the Obligations,  shall be immediately  remitted to Pledgor.  In case of
any deficiency and if permitted by applicable law, Pledgor shall, whether or not
then due, remain liable therefor.

     11.  In the  event  that any  change  is made or  declared  in the  capital
structure  of  IPHM,  or  Pledgor  acquires  or in  any  other  manner  receives
additional  shares  in  IPHM,  any  and  all  new,  substituted,  or  additional
certificates  representing  or evidencing  such shares which have been issued by
reason of any such change, shall be delivered to and held by Secured Party under
the terms hereof in the same manner as the Pledged Collateral originally pledged
hereunder.

     12.  Pledgor (i) shall give five (5) business days' prior written notice to
Secured Party of any merger, consolidation,  share exchange,  reorganization, or
other business  combination  affecting or involving IPHM or IP Holdings,  LLC, a
wholly owned subsidiary of IPHM ("IP Holdings"),  (ii) shall not take any action
as a  shareholder  of IPHM that would cause or permit IPHM to (a) sell,  assign,
license,  transfer,  exchange, or otherwise dispose of, or grant any option with
respect  to, any of IPHM's  membership  interests  in IP Holdings or (b) create,
incur,  or permit to exist any lien or  encumbrance on or with respect to any of
the assets of IPHM, any interest therein,  or any proceeds  thereof,  except for
the security interests,  liens, and/or encumbrances  created with respect to the
Bond Transaction,  defined below, or any modification thereof or any refinancing
thereof  by  or  through  IP  Holdings  or  any  affiliate  of  IP  Holdings  (a
"Refinancing"),  and (iii)  shall not take any action as a  shareholder  of IPHM
that would cause or allow IP Holdings to (a) prior to the payment in full of the
Asset-Backed Notes or any Refinancing thereof, sell, assign, transfer, exchange,
or otherwise  dispose of, or grant any option with respect to, any of the assets
of IP  Holdings in  contravention  of the terms of the Bond  Documents,  defined
below,  or the documents  relating to the  Refinancing,  as the case may be, or,
following  the  payment in full of the  Asset-Backed  Notes and any  Refinancing
thereof, sell, assign, transfer, exchange, or otherwise dispose of, or grant any
option with respect to, any of the  intellectual  property assets of IP Holdings
(but in no event shall the foregoing be construed to limit IP Holdings' right to
license its intellectual property assets either before or after the repayment of


                                      -4-
<PAGE>

the  Asset-Backed  Notes) or (b) create,  incur,  or permit to exist any lien or
encumbrance on or with respect to any of the assets of IP Holdings, any interest
therein,  or any proceeds thereof,  except for the security  interests and liens
created with respect to the Bond Transaction or any modification  thereof or any
Refinancing.  As used herein the term "Bond Transaction" shall mean and refer to
the series of transactions described in and/or contemplated by the documents set
forth on  Schedule  II (the  "Bond  Documents")  including  the  issuance  by IP
Holdings of  $20,000,000  principal  amount of its 7.93%  asset-backed  notes on
August 20, 2002 (the "Asset-Backed  Notes") and all of the transactions effected
in contemplation, or as a result, thereof or in connection therewith.

     13. So long as no Event of Default has occurred hereunder, and, thereafter,
until  Secured Party  notifies  Pledgor in writing of the exercise of its rights
hereunder,  Pledgor  shall retain the sole right to vote the Pledged  Collateral
and exercise all rights of ownership with respect to all corporate questions for
all purposes not inconsistent with the terms hereof.

     14. To the extent  Secured  Party is required by law to give Pledgor  prior
notice of any  public or  private  sale,  or other  disposition  of the  Pledged
Collateral,  Pledgor  agrees that ten (10) business days prior written notice to
Pledgor shall be a commercially reasonable and sufficient notice of such sale or
other intended disposition.

     15. Without limiting any rights or powers granted to Secured Party pursuant
to this Agreement,  applicable law or otherwise, Pledgor hereby appoints Secured
Party as its  attorney-in-fact,  with full power and  authority in the place and
stead of Pledgor and in the name of Pledgor or  otherwise,  from time to time in
Secured Party's discretion to take any and all action and to execute,  file, and
record any and all  instruments,  agreements,  and documents which Secured Party
may deem  necessary or advisable to accomplish  the purposes of this  Agreement.
The  appointment set forth in this Section 15 is coupled with an interest and is
irrevocable.

     16. If Pledgor  fails to perform any  agreement,  covenant,  or  obligation
contained herein after reasonable  notice from Secured Party,  Secured Party may
itself perform, or cause performance of such agreement,  covenant, or obligation
and the expenses and costs of Secured  Party  incurred in  connection  therewith
shall be payable by Pledgor.

     17.  Secured  Party shall not have any liability to any person and shall be
indemnified and held harmless by Pledgor for any liability incurred by reason of
taking or  refraining  from  taking  any  action  with  respect  to the  Pledged
Collateral,  except in the case of Secured  Party's gross  negligence or willful
misconduct.  Pledgor agrees to indemnify  Secured Party from and against any and
all  claims,  losses,  and  liabilities  arising out of or  connected  with this
Agreement (including, without limitation, enforcement of this Agreement), except
such claims,  losses, or liabilities resulting solely from Secured Party's gross
negligence or willful misconduct.  This Section 17 shall survive any termination
of this Agreement.

     18. This Agreement  constitutes  the entire  agreement  between the parties
hereto regarding the subject matter hereof and may be modified only by a written
instrument signed by Pledgor and Secured Party.

                                      -5-
<PAGE>

     19. This  Agreement  is made in and shall be governed by and  construed  in
accordance  with the laws of the State of New York,  without  regard to New York
conflicts of law rules,  and the provisions  hereof shall be deemed severable in
the event of the invalidity of any provision.

     20.  Any  amendment,  modification,  or  waiver  of any  provision  of this
Agreement shall be in writing and executed by the parties  hereto,  and any such
waiver  shall be effective  only for the specific  purpose for which it is given
and for the specific time period, if any, contemplated therein.

     21. No failure or delay by Secured  Party in exercising  any right,  power,
privilege,  or remedy  hereunder  or under the UCC or any other  applicable  law
shall operate as a waiver hereof or thereof and no single or partial exercise by
Secured  Party of any  right,  power,  privilege,  or  remedy of  Secured  Party
hereunder or thereunder  shall  preclude any  subsequent or further  exercise by
Secured  Party  thereof  or of any  other  right,  power,  privilege,  or remedy
hereunder or thereunder.

     22. If any provision of this Agreement is invalid or  unenforceable,  then,
to the extent possible,  all of the remaining provisions of this Agreement shall
remain in full force and effect and shall be binding on the parties hereto.

     23. Upon any  consolidation  of Candie's  with, or merger of Candie's into,
any other entity or any conveyance,  transfer,  sale, lease or other disposition
of all or  substantially  all  of the  properties  and  assets  of  Candie's  in
accordance  with Section 8.1 of the Note,  the  successor  entity formed by such
consolidation  or into which  Candie's is merged,  or to which such  conveyance,
transfer,  sale,  lease or other  disposition is made,  shall succeed to, and be
substituted  for,  and may exercise  every right and power of the Pledgor  under
this Agreement  with the same effect as if such successor  entity had been named
as the Pledgor herein, and thereafter,  the predecessor entity shall be relieved
of all obligations  and covenants under this Agreement.  Other than as set forth
in the preceding sentence, Pledgor shall not have the right to assign its rights
or delegate  its  obligations  hereunder or any part thereof to any other person
without Secured Party's prior written consent.

     24. Pledgor and Secured Party agree as follows:

     (a) Secured Party hereby  irrevocably  agrees that any lawsuit commenced by
Secured Party against  Pledgor in connection  with any dispute arising out of or
relating to this Agreement (each, a "Secured Party Lawsuit") shall be brought by
Secured Party,  unless  otherwise  agreed to in writing by Pledgor,  solely in a
federal or state court located within the County of New York, State of New York,
and, in connection  with each Secured Party  Lawsuit,  each of Secured Party and
Pledgor  irrevocably  agrees  to  submit to the  exclusive  jurisdiction  of any
federal or state court located within the County of New York, State of New York,
and irrevocably  agrees to waive, to the fullest extent  permitted by applicable
law, any objection  which it may now or hereafter have to the laying of venue of
any Secured Party Lawsuit  brought in such court or any defense of  inconvenient
forum for the maintenance of such Secured Party Lawsuit in such court.

     (b) Pledgor hereby irrevocably agrees that any lawsuit commenced by Pledgor
against  Secured Party in connection with any dispute arising out of or relating
to this  Agreement  (each,  a "Pledgor  Lawsuit")  shall be brought by  Pledgor,
unless otherwise  agreed to in writing by Secured Party,  solely in a federal or
state court located within the County of Los Angeles, State of California,  and,
in  connection  with each  Pledgor  Lawsuit,  each of Pledgor and Secured  Party


                                      -6-
<PAGE>

irrevocably  agrees to submit to the  exclusive  jurisdiction  of any federal or
state court  located with the County of Los Angeles,  State of  California,  and
irrevocably  waives,  to the fullest  extent  permitted by  applicable  law, any
objection  which  it may now or  hereafter  have to the  laying  of venue of any
Pledgor Lawsuit  brought in such court or any defense of inconvenient  forum for
the maintenance of such Pledgor Lawsuit in such court.

     (c) Each of Pledgor and Secured Party agrees that a judgment in any Secured
Party Lawsuit or Pledgor Lawsuit may be enforced in other  jurisdictions by suit
on the judgment or in any other manner provided by law.

     (d) Each of Pledgor and Secured  Party  consents to process being served by
any party to this Agreement in any suit, action, or proceeding by the mailing of
a copy thereof in accordance with the provisions of Section 25 below.

     25.  Any  notice,  request,  demand,  or other  communication  required  or
permitted to be given to Pledgor or Secured Party  pursuant to the provisions of
this Agreement shall be in writing and (i) personally  delivered,  (ii) sent via
facsimile,  with confirmed  transmission and receipt,  and followed  promptly by
delivery of the original,  or (iii) sent by a  nationally-recognized  courier or
overnight  service such as Federal  Express,  (for next  business-day  delivery)
postage prepaid, as follows:

               (a)  if to Pledgor, to:

                    Candie's,  Inc. or Michael  Caruso & Co.,  Inc., as the case
                    may be, each at:

                    400 Columbus Avenue
                    Valhalla, New York 10595
                    Attn.:  Deborah Sorell Stehr, Esq.
                            Senior Vice President and General Counsel
                    Facsimile No.:  (914) 769-8103

                    With a copy to (which does not constitute notice):

                    Blank Rome Tenzer Greenblatt LLP
                    405 Lexington Avenue
                    New York, NY 10174
                    Attn.:  Robert J. Mittman, Esq.
                    Facsimile No.:  (212) 885-5001

               (b)  if to Secured Party, to:

                    Sweet Sportswear LLC
                    5804 E. Slauson Avenue
                    Commerce, California 90040
                    Attn.:  Deborah Greaves
                    General Counsel
                    Facsimile No.:  (323) 728-1641

                                      -7-
<PAGE>

                    With a copy to (which does not constitute notice):

                    Akin Gump Strauss Hauer & Feld LLP
                    2029 Century Park East, Suite 2400
                    Los Angeles, California 90067
                    Attn.:  David Antheil, Esq.
                    Facsimile No.:  (310) 229-1001

Either  Pledgor or Secured  Party may change its  address  for receipt of future
notices  hereunder by giving written notice to the other in the manner  provided
herein.  Notices  shall be deemed  given and  received  at the time of  personal
delivery or completed facsimile transmission,  or, if sent by Federal Express or
other overnight delivery service, one (1) business day after such sending.

     26. This  Agreement  shall be binding  upon and inure to the benefit of the
parties hereto, and their respective successors and assigns.


                            [Signature pages follow]


                                      -8-
<PAGE>

     IN WITNESS WHEREOF,  this Collateral Pledge Agreement has been executed and
delivered as of the date first set forth above.


                                    CANDIE'S, INC.


                                    By: /s/ Neil Cole
                                        ----------------------------------------
                                    Name: Neil Cole
                                    Title: Chief Executive Officer and President


                                    MICHAEL CARUSO & CO., INC.


                                    By: /s/ Neil Cole
                                        ----------------------------------------
                                    Name: Neil Cole
                                    Title: Chief Executive Officer


                                    SWEET SPORTSWEAR LLC


                                    By: /s/ Hubert Guez
                                        ----------------------------------------
                                    Name: Hubert Guez
                                    Title: Manager




                                      -9-
<PAGE>





                                   SCHEDULE I

                               Pledged Collateral

     All of the outstanding shares of common stock of IP Holdings and Management
Corporation,  a Delaware  corporation  ("IPHM"),  par value $0.01 per share (the
"Shares"),  are hereby pledged by Candie's, Inc. ("Candie's") and Michael Caruso
& Co.,  Inc.  ("Michael  Caruso"),  the sole  stockholders  of IPHM, as outlined
below, to Sweet  Sportswear LLC pursuant to the Collateral  Pledge  Agreement to
which this Schedule is attached:





                                              Number             Number
                                                of                 of
                                          Shares of IPHM     Shares of IPHM
                                            (and Stock         (and Stock
       Total               Total           Certificate        Certificate
       Number              Number            Number)            Number)
         of                  of               Issued             Issued
 Shares Authorized    Shares Issued by          to                 to
to be Issued by IPHM        IPHM             Candie's        Michael Caruso
------------------------------------------------------------------------------

                                            60 Shares/         40 Shares/
     100 Shares          100 Shares        Certificate        Certificate
                                              No. 1              No. 2
------------------------------------------------------------------------------


                                      -10-
<PAGE>

                                   SCHEDULE II

                                 Bond Documents

1. Indenture, dated August 20, 2002, between IP Holdings LLC ("IP Holdings") and
Wilmington Trust Company, a Delaware Business Trust ("Trustee")

2. Capital Contribution Agreement, dated August 20, 2002, by and among Candie's,
Inc. ("Candie's"), Michael Caruso & Co., Inc. ("Caruso") and IP Holdings

3. Capital Contribution Agreement, dated August 20, 2002, by and among Candie's,
Caruso and IP Holdings and Management Corporation ("IPHM")

4.  Assignment  and  Acceptance  Agreement,  dated August 20, 2002, by and among
Candies', Caruso and IPHM

5. Servicing Agreement,  dated August 20, 2002, between UCC Servicing,  LLC (the
"Servicer") and IP Holdings

6. Management  Agreement,  dated August 20, 2002, by and among IP Management LLC
("IP Management"), IP Holdings, IPHM and Servicer

7. Back-up  Manager  Management  Agreement,  dated August 20, 2002, by and among
Strategic  Consulting  Network,  LLC (d/b/a/  Jassin-O'Rourke  Group,  LLC) (the
"Back-Up Manager"), IP Holdings and Servicer

8. Management Support Agreement,  dated August 20, 2002, between Candie's and IP
Management

9. Operating Agreement of IP Holdings

10. Operating Agreement of IP Management

11. By-Laws of IPHM

12.  Certificate of Incorporation of IPHM (Certificate of  Incorporation,  dated
August 15, 2002 and Amendment to Certificate of Incorporation,  dated August 20,
2002)

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