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    Exhibit
      10.3

    SECOND
      AMENDMENT TO

    LOAN
      AND SECURITY AGREEMENT

    


    This
      Second Amendment to the Loan and Security Agreement (this
“Amendment”) is dated
      as of this __13_ day of November, 2007, by and among I.C. Isaacs &
Company, L.P., as borrower
      (“Borrower”),
      I.C. Isaacs & Company, Inc. and Isaacs Design,
      Inc., as guarantors (collectively,  the
“Guarantors”), and Wachovia Bank, National
      Association, as lender
      (“Bank”).

     

    BACKGROUND

     

    A.           Borrower
      and Bank are parties to a certain Loan and Security Agreement dated as of
      December 30, 2004 (as amended or otherwise modified from time to time, the
      “Loan Agreement”), and
      the other Loan Documents (as defined in the Loan
      Agreement).  Capitalized terms used herein and not otherwise defined
      shall have the respective meanings set forth in the Loan Agreement.

     

    B.           The
      parties have agreed, subject to the terms and conditions of this Amendment,
      to
      amend the Loan Agreement.

     

    NOW,
      THEREFORE, with the foregoing Background hereinafter deemed incorporated by
      this
      reference, the parties hereto, intending to be legally bound, promise and agree
      as follows:

     

    1.  AMENDMENTS
      TO LOAN AGREEMENT

     

    1.1  Definitions.  The
      following definitions contained in Section 1.1 of the Loan Agreement are amended
      and restated as follows:

     

    “Applicable
      Margin” means (a) prior to December 31, 2007, (i) for any Prime Rate Loan,
      0.0% and (ii) for any LIBOR Loan, 2.25%; and (b) on and all times after December
      31, 2007, the per annum rate of interest as determined pursuant to Section
      2.2.5
      hereof.

     

    “Borrowing
      Base” means, at Borrower’s election, an amount equal to either Borrowing
      Base Option A or Borrowing Base Option B.

     

    “Revolver
      Commitment” means the commitment of Bank, subject to the terms and
      conditions herein, to make Revolver Loans and issue Letters of Credit in
      accordance with the provisions of Section 2 hereof in an aggregate amount not
      to
      exceed $15,000,000 at any one time.

     

    “Termination
      Date” means the earliest of (i) December 31, 2010, (ii) the date on which
      Borrower terminates this Agreement and the credit facilities provided hereunder
      pursuant to Section 2.14 hereof, and (iii) the date on which Bank
      terminates its obligation to make Loans and other extensions of credit to
      Borrower pursuant to Section 8.2(a) hereof.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    1.2  New
      Definitions.  The following new definitions are hereby added to
      Section 1.1 of the Loan Agreement:

     

    “Borrowing
      Base Option A” means, on any date of determination thereof, an amount equal
      to:

     

    (i)           up
      to 85% (or such lesser percentage as Bank may determine from time to time in
      its
      reasonable discretion) of the total amount of Eligible Accounts; provided that,
      the percentage shall be reduced to the extent Borrower’s Dilution Rate exceeds
      five percent (5%), minus

     

    (ii)           any
      Reserves.

     

    “Borrowing
      Base Option B” means, on any date of determination thereof, an amount equal
      to:

     

    (i)           up
      to 85% (or such lesser percentage as Bank may determine from time to time in
      its
      reasonable discretion) of the total amount of Eligible Accounts; provided that,
      the percentage shall be reduced to the extent Borrower's Dilution Rate exceeds
      five percent (5%), plus

     

    (ii)           the
      least of (a) $8,000,000, and (b) the sum of (i) the lesser of (A) up to 45%
      (or
      such lesser percentage as Bank may determine from time to time in its reasonable
      discretion) of the total amount of Eligible Inventory and (B) up
      to 80% of the NOLV of Eligible Inventory; plus (ii) the lesser of (A) up
      to 45% (or such lesser percentage as Bank may determine from time to time in
      its
      reasonable discretion) of the total amount of Eligible LC Inventory and (B)
      up
      to 80% of the NOLV of Eligible LC Inventory, minus

     

    (iii)           any
      Reserves.

     

    1.3  Application
      of Payments.  Section 2.2.3 of the Loan Agreement is amended and
      restated as follows:

     

    2.2.3           Application
      of Payments.  Payment items received shall be deposited into the
      Collections Account, subject to chargebacks for uncollected payment items,
      and
      if no Revolver Loans are then outstanding or have been repaid, Bank shall pay
      over such of the proceeds of such payments to a Deposit Account maintained
      by
      Borrower at Bank and designated in writing by Borrower.  All funds
      deposited into the Collections Account on any Business Day shall be deemed
      to
      have been applied by Bank, for interest calculation purposes, two (2) Business
      Days following deposit of such funds, to reduce the then outstanding balance
      of
      the Revolver Loans and to pay accrued interest thereon and to pay any other
      outstanding Obligations which are then due and payable hereunder; provided
      that
      for the purpose of determining the availability of Revolver Loans hereunder,
      such funds deposited into the Collections Account shall be deemed to have
      reduced the outstanding Revolver Loans as of the first Business Day after the
      date on which such funds were deposited into Collections Account.  All
      amounts received directly by Borrower from any Account Debtor, in addition
      to
      all other cash received from any other source including but not limited to
      proceeds from any realization on any Collateral (but excluding the proceeds
      of
      any Revolver Loans made hereunder) shall be held by Borrower pursuant to an
      express trust (which is hereby created) for the benefit of Bank, shall be held
      by Borrower separate and segregated from all other funds of Borrower and shall
      be deposited into the Collection Account within one (1) Business Day of receipt
      thereof by Borrower.   No payment item received by Bank shall
      constitute payment to Bank until such item is actually collected by Bank and
      credited to the Collections Account; provided, however, that Bank shall have
      the
      right to charge back to the Collections Account (or any other account of
      Borrower maintained at Bank) an item which is returned for inability to collect,
      plus accrued interest during the period of Bank’s provisional credit for such
      item prior to receiving notice of dishonor.

     

    1.4           Adjustment
      of Interest Rate. Section 2.2.5 of the Loan Agreement is amended and
      restated as follows:

     

    2.2.5           Adjustment
      of Interest Rate.  Commencing on December 31, 2007, and thereafter
      on the first day of each succeeding Interest Adjustment Period, the interest
      rate for all Loans for each applicable Interest Adjustment Period shall be
      determined based upon the prior calendar quarter’s average Excess Availability
      (as determined by Bank, in its reasonable discretion), in accordance with the
      following matrix:

     

    
      	
              Excess
                Availability

               

               

            	
              Applicable
                Margin for Prime Rate Loans

            	
              Applicable
                Margin for LIBOR Loans

            
	
              Equal
                to or less than $2,500,000

            	
              0.25%

            	
              2.50%

            
	
              Greater
                than $2,500,000 but equal to or less than $5,000,000

            	
              0%

            	
              2.25%

            
	
              Greater
                than $5,000,000

            	
              -0.25%

            	
              2.00%

            


    

    


     

    For
      purposes of the foregoing (i) no downward rate adjustment shall occur if an
      Event of Default has occurred and is continuing on the applicable Interest
      Adjustment Date, such adjustment to take effect only upon the cure or waiver
      in
      writing of such Event of Default and (ii) if Borrower fails to timely deliver
      the applicable compliance certificate and monthly financial statements to Bank
      in accordance with this Agreement on the date when due, then at Bank’s option,
      the interest rates above shall be increased on such date to the highest rate
      of
      interest pursuant to the above matrix, which rate of interest shall continue
      in
      effect until such compliance certificate and financial statements shall have
      been delivered.

     

    1.5           Letters
      of Credit Sublimit.  Section 2.10.1 of the Loan Agreement is
      amended and restated as follows:

     

    2.10.1                      Issuance
      of Letters of Credit.  Bank shall from time to time issue, upon
      five  (5) Business Days prior written notice, extend or renew letters
      of credit for the account of Borrower or its Subsidiaries; provided that (i)
      the
      aggregate face amount of Letters of Credit issued by Bank which are outstanding
      at any one time shall not exceed $2,000,000 at all times during which Borrower
      has elected that the Borrowing Base to be determined using Borrowing Base Option
      A and $8,000,000 at all times during which Borrower has elected that the
      Borrowing Base to be determined using Borrowing Base Option B, (ii) Bank shall
      have no obligation to issue any Letter of Credit if, after giving effect
      thereto, the principal amount of all Revolver Loans and the Letter of Credit
      Obligations would exceed the lesser of the Borrowing Base and the Revolver
      Commitment, and (iii) all other conditions precedent to the issuance of each
      such Letter or Credit as set forth herein are satisfied or waived in writing
      by
      Bank.   All payments made by Bank under any such Letters of
      Credit (whether or not Borrower is the account party) and all fees, commissions,
      discounts and other amounts owed or to be owed to Bank in connection therewith,
      shall be paid on demand, unless Borrower instructs Bank to make a Revolver
      Loan
      to pay such amount, Bank agrees to do so, and the necessary amount remains
      available to be drawn as a Revolver Loan hereunder.  All Letter of
      Credit Obligations shall be secured by the Collateral.  Borrower shall
      complete and sign such applications and supplemental agreements and provide
      such
      other documentation as Bank may require.  The form and substance of
      all Letters of Credit, including expiration dates, shall be subject to Bank’s
      approval, and Bank shall have no obligation to issue any Letter of Credit which
      has a maturity date later than ten (10) days prior to the Termination
      Date.   Bank may charge certain fees or commissions for the
      issuance, handling, renewal or extension of a Letter of
      Credit.  Borrower unconditionally guarantees all obligations of any
      Subsidiary with respect to Letters of Credit issued by Bank for the account
      of
      such Subsidiary.  Upon a Default, Borrower shall, on demand, deliver
      to Bank good funds equal to 105% of Bank’s maximum liability under all
      outstanding Letters of Credit, to be held as cash Collateral for Borrower’s
      reimbursement obligations and other Obligations.

     

    1.6           Books
      and Records.  Section 5.5 of the Loan Agreement is amended and
      restated as follows:

     

    5.5     Books
      and Records.  Shall, after receipt of reasonable notice prior to
      the occurrence of an Event of Default or Default, permit inspections of the
      Collateral and the records of such Person pertaining thereto and verification
      of
      the Accounts, at such times during normal business hours and in such manner
      as
      may be reasonably required by Bank and shall further permit, during normal
      business hours and upon reasonable notice prior to the occurrence of an Event
      of
      Default or Default, such inspections, collateral appraisals, reviews and field
      examinations of its other books and records and properties (with such frequency
      and at such times as Bank may desire) by Bank as Bank may deem necessary or
      desirable from time to time.  The cost of such field examinations,
      reviews, verifications and inspections shall be borne by Borrower provided
      that
      the cost of field examinations shall not exceed Bank’s standard fee per examiner
      per day as announced from time to time, which is currently $850 per person
      per
      day plus Bank’s reasonable out-of-pocket expenses.  Bank anticipates
      conducting Inventory appraisals (at Borrower’s sole cost and expenses) on a
      semi-annual basis or on a more frequent basis as Bank may determine in its
      reasonable discretion.

     

    1.7           Financial
      Covenants.  Article 7 of the Loan Agreement is amended and
      restated as follows:

     

    7.           Other
      Covenants of Borrower.  Borrower covenants and agrees that
      from the date hereof and until payment in full of the Obligations and the
      termination of this Agreement, Borrower and each Subsidiary shall comply with
      the following additional covenants:

     

    7.1           Excess
      Availability.  At all times during which Borrower has elected that
      the Borrowing Base be determined using Borrowing Base Option B, Borrower shall
      maintain Excess Availability of at least $2,000,000; provided, however that
      such
      amount shall be reduced to $1,500,000 for such calendar month at such time
      as
      Borrower has maintained a Fixed Charge Coverage Ratio of not less than 1.20
      to
      1.00 as of the end of a calendar month determined for the twelve (12) month
      period then ending.  As used herein, “Fixed Charge
      Coverage Ratio” means (i) EBITDA, less the sum of (A) all unfinanced
      Capital Expenditures made in the Applicable Fiscal Period, and (B) any dividends
      and distributions paid in the Applicable Fiscal Period, and (C) cash taxes
      paid
      in the Applicable Fiscal Period (without benefit of any refunds), and (D) cash
      payments made in the Applicable Fiscal Period with respect to Capital Stock
      based incentive compensation, and (E) any repurchases of Capital Stock made
      in
      the Applicable Fiscal Period, divided by (ii) the sum of (A) the current portion
      of scheduled principal amortization on Funded Debt for the Applicable Fiscal
      period, plus (B) cash principal payments paid on Funded Debt for the
      Applicable Fiscal Period (C) cash interest payments paid in the Applicable
      Fiscal Period, plus (D) the amount of all Deferred Note Payments paid in
      the Applicable Fiscal Period, plus (E) the amount of all Deferred
      Royalties paid in the Applicable Fiscal Period. As used herein, (i) “EBITDA” means the sum
      of
      (A) consolidated net income of  Borrower and its Subsidiaries in the
      Applicable Fiscal Period (computed without regard to any extraordinary items
      of
      gain or loss) plus (B) to the extent deducted from revenue in computing
      consolidated net income for such period, the sum of (1) interest expense, (2)
      income tax expense, (3) depreciation and amortization, and (4) non-cash Capital
      Stock based incentive compensation, (ii) “Capital Expenditures” means for
      any period the aggregate cost of all capital assets acquired by Borrower and
      its
      Subsidiaries during such period, as determined in accordance with GAAP; (iii)
      “Applicable Fiscal Period” means a period of twelve (12) consecutive,
      trailing calendar months ending at the end of each prescribed calendar month
      and
      (iv) “Funded Debt” means (A) debt for borrowed funds, (B) debt for the
      deferred payment by one (1) year or more of any purchase money obligation,
      and
      (C) any subordinated debt.  Borrower shall calculate its Fixed Charge
      Coverage Ratio monthly and such calculation shall be included in each monthly
      compliance certificate delivered to Bank pursuant to Section 5.6(d) of the
      Agreement.

     

    7.2           Capital
      Expenditures.  Borrower shall not expend on gross fixed assets
      (including gross leases to be capitalized under GAAP and leasehold improvements)
      (i) during each of the fiscal year ending December 31, 2007 and December 31,
      2008 an amount exceeding $350,000 in the aggregate in each such fiscal year
      and
      (ii) during the fiscal year ending December 31, 2009 and during any fiscal
      year
      thereafter, an amount exceeding $2,000,000 in the aggregate.

     

    7.3           Leases.  Borrower
      shall not incur, create, or assume any direct or indirect liability for the
      payment of rent or otherwise, under any lease or rental arrangement (excluding
      capitalized leases) if immediately thereafter the sum of such lease or rental
      payments to be made by Borrower during any 12-month period is increased by
      $200,000 in the aggregate.

     

    1.8           Borrowing
      Base Certificate.  An updated form of Borrowing Base Certificate
      is attached hereto as Exhibit A.  Each Borrowing Base
      Certificate delivered by Borrower to Bank as required by Section 5.6(a) of
      the
      Loan Agreement shall include (a) the calculations of the Borrowing Base
      determined using both the Borrowing Base Option A and the Borrowing Base Option
      B and (b) notice of Borrower’s election to use either Borrowing Base Option A or
      the Borrowing Base Option B until the delivery of the next Borrowing Base
      Certificate.

     

    1.9           Inventory
      Appraisals.  Notwithstanding anything to the contrary contained
      herein or the Loan Agreement, at no time shall Borrower be entitled to elect
      that the calculation of the Borrowing Base be determined using Borrowing Base
      Option B unless Bank has received an Inventory appraisal within the prior six
      (6) month period.

     

    1.10           Termination
      Fee.  If Borrower elects to terminate the Loan Agreement in full
      and prepay all Obligations under the Loan Documents prior to the date listed
      in
      clause (i) of the definition of Termination Date or if Bank terminates the
      Loan
      Agreement following the occurrence of an Event of Default Borrower shall, on
      the
      date of such termination, pay to Bank the Early Termination Fee, which Early
      Termination Fee shall be deemed liquidated damages to compensate Bank for its
      loss of the benefits of the Loan Agreement and shall not be deemed a
      penalty.  For purposes hereof, the “Early Termination
      Fee” shall mean an amount equal to (a) 1.5% of the Revolver
      Commitment if the termination occurs on or before November 13, 2008, and (b)
      0.75% of the Revolver Commitment if the termination occurs
      after  November 13, 2008 but on or before November 13,
      2009.

     

    2.  WAIVER
      OF EXISTING DEFAULTS

     

    Borrower
      has failed to comply with the
      requirements of the Loan Agreement and the following Events of Default has
      occurred (such Events of Default for the period so referenced is referred to
      as
      the “Existing Defaults”):  (a) Borrower’s
      noncompliance with Section 7.1 of the Loan Agreement for the calendar months
      ending March 31, 2007, April 30, 2007, May 31, 2007, June 30, 2007, July 31,
      2007, August 31, 2007 and September 30, 2007 and (b) the Event of Defaults
      under
      Section 8.1(f)(i) as a result of Borrower’s failure to make required payments
      under the Subordinated Note.  Borrower has requested that Bank waive
      the Existing Defaults.  Upon the effectiveness of this Amendment, Bank
      hereby waives the Existing Defaults.  The waiver of the Existing
      Defaults shall not constitute a waiver of any other Default or Events of
      Default.  Nothing contained herein shall obligate Bank to grant any
      future waiver of any other Default or Events of Default or be deemed to
      constitute a course of conduct.

     

    3.  CONFIRMATION
      OF INDEBTEDNESS

     

    Borrower
      hereby confirms and agrees that, as of October 11, 2007, the total principal
      outstanding Loans under the Loan Agreement is $260,031.08 and the total face
      amount of issued and outstanding Letters of Credit is $87,752.14, and that
      Borrower is unconditionally liable to Bank for such amount, together all accrued
      and unpaid interest and expenses through the Amendment Effective Date, without
      any set-off, deduction, counterclaim or defense.

     

    4.  FURTHER
      ASSURANCES

     

    Borrower
      hereby agrees to take all such actions and to execute and/or deliver to Bank
      all
      such agreements, instruments, certificates, assignments, financing statements
      and other documents, as Bank may reasonably require from time to time, to
      effectuate and implement the purposes of this Amendment.

     

    5.  CONFIRMATION
      OF COLLATERAL

     

    Borrower
      covenants, confirms and agrees that as security for the repayment of the
      Obligations, Bank has, and shall continue to have, and is hereby granted a
      continuing lien on and security interest in the Collateral, all whether now
      owned or hereafter acquired, created or arising, including all proceeds
      thereof.  Borrower acknowledges and agrees that nothing herein
      contained in any way impairs Bank’s existing rights and priority in the
      Collateral.

     

    6.  REPRESENTATIONS
      AND WARRANTIES

     

    Borrower
      warrants and represents to Bank that:

     

    (a)  By
      execution of this Amendment, Borrower reconfirms all warranties and
      representations made to Bank under the Loan Documents and restates such
      warranties and representations as of the date hereof all of which shall be
      deemed continuing until all of the Obligations are paid and satisfied in
      full;

     

    (b)  The
      execution and delivery by Borrower and Guarantors of this Amendment and the
      performance of the transactions herein contemplated (i) are and will be within
      their powers, (ii) have been authorized by all necessary action, and (iii)
      are
      not and will not be in contravention of any order of court or other agency
      of
      government, of law, of any organization document of Borrower or any Guarantor
      or
      of any indenture, agreement or undertaking to which Borrower or any Guarantor
      is
      a party or by which the property of Borrower or any Guarantor is bound, or
      be in
      conflict with, result in a breach of or constitute (with due notice and/or
      lapse
      of time) a default under any such indenture, agreement or undertaking, or result
      in the imposition of any lien, charge or encumbrance of any nature on any of
      the
      properties of Borrower or any Guarantor;

     

    (c)  This
      Amendment and any assignment or other instrument, document or agreement executed
      and delivered in connection herewith, will constitute the legal, valid and
      binding obligations of Borrower and Guarantor, enforceable in accordance with
      their respective terms, subject only to bankruptcy and similar laws affecting
      creditors’ rights generally;

     

    (d)  Upon
      the
      effectiveness of this Amendment, there are no outstanding Defaults or Events
      of
      Default under any of the Loan Documents; and

     

    (e)  There
      has
      been no change which could have a Material Adverse Effect on Borrower, any
      Subsidiary or any Guarantor since the date of the most recent financial
      statements of such Person delivered to Bank from time to time.

     

    7.  CONDITIONS
      PRECEDENT

     

    This
      Amendment shall not be effective until the following conditions have been met
      to
      the sole satisfaction of Bank (all documents to be in form and substance
      satisfactory to Bank):

     

    (a)  Borrower
      and each Guarantor shall have executed and delivered to Bank this
      Amendment;

     

    (b)  Borrower
      and Textile Investments shall have executed and delivered to Bank an amendment
      to the Subordination Agreement;

     

    (c)  Borrower
      shall have delivered to Bank a fully executed amendment to the Subordinated
      Note;

     

    (d)  Borrower
      shall have paid to Bank, in immediately available funds, a non-refundable
      amendment fee in an amount equal to $37,500, which fee is fully earned by Bank
      as of the Amendment Effective Date; and

     

    (e)  Borrower
      and each Guarantor shall have executed and delivered, or shall have caused
      to be
      executed and delivered (as applicable), to Bank all other agreements,
      instruments and documents which Bank may reasonably require, each in form and
      substance acceptable to Bank in its sole discretion.

     

    This
      Amendment shall have effect as of the date all conditions precedent in this
      Section 6 shall have been satisfied (the “Amendment Effective
      Date”).

     

    8.  PAYMENT
      OF EXPENSES

     

    Borrower
      shall pay or reimburse Bank for all reasonable attorneys’ fees and expenses and
      all reasonable out of pocket costs in connection with the preparation,
      negotiation and execution of this Amendment and all agreements, instruments
      and
      documents provided for herein or related hereto.

     

    9.  REAFFIRMATION

     

    This
      Amendment shall be incorporated into and made part of the Loan
      Agreement.  Except as expressly modified by the terms hereof, all of
      the terms and conditions of the Loan Agreement, and all other of the Loan
      Documents are hereby reaffirmed and shall continue in full force and effect
      as
      therein written.

     

    10.  GUARANTEES

     

    Execution
      of this Amendment by each Guarantor reflects the approval of such Guarantor
      to
      this Amendment, and the unconditional acknowledgement by such Guarantor that
      such Guarantor’s Guaranty Agreement executed in favor of Bank remains in full
      force and effect in accordance with its terms.

     

    11.  RELEASE

     

    As
      further consideration for the
      agreement of Bank to enter into this Amendment, Borrower and each Guarantor
      hereby waives, releases and discharges Bank, all affiliates of Bank and all
      of
      the directors, officers, employees, attorneys and agent of Bank and all
      affiliates of such Persons, from any and all claims, demands, actions or causes
      of action whether known or unknown existing as of the date hereof, arising
      out
      of or in any way relating to this Amendment, the Loan Agreement, the Loan
      Documents and/or any documents, agreements, instruments, dealings or other
      matters connected with this Amendment, the Loan Agreement, the Loan Documents
      or
      the administration thereof.

     

    12.  MISCELLANEOUS

     

    12.1  Integrated
      Agreement. The Loan Documents and this Amendment shall be construed as
      integrated and complementary of each other, and as augmenting and not
      restricting Bank’s rights, remedies and security.  If, after applying
      the foregoing, an inconsistency still exists, the provisions of this Amendment
      shall control.

     

    12.2  Severability.  Any
      provision hereof, the Loan Agreement or any other Loan Document that is
      prohibited or unenforceable in any jurisdiction shall be, as to such
      jurisdiction, ineffective to the extent of such prohibition or unenforceability
      without invalidating the remaining provisions hereof, and any such prohibition
      or unenforceability in any jurisdiction shall not invalidate or render
      unenforceable such provision in any other jurisdiction.

     

    12.3  Non-Waiver.  No
      omission or delay by Bank in exercising any right or power under this Amendment,
      or the Loan Documents or any related agreement will impair such right or power
      or be construed to be a waiver of any Default or Event of Default or an
      acquiescence therein, and any single or partial exercise of any such right
      or
      power will not preclude other or further exercise thereof or the exercise of
      any
      other right, and no waiver will be valid unless in writing and signed by Bank
      and then only to the extent specified.  Bank’s rights and remedies are
      cumulative and concurrent and may be pursued singly, successively or
      together.

     

    12.4  Headings.  The
      headings of any paragraph of this Amendment are for convenience only and shall
      not be used to interpret any provision of this Amendment.

     

    12.5  Survival.  All
      warranties, representations and covenants made by Borrower herein, or in any
      agreement referred to herein or on any certificate, document or other instrument
      delivered by it or on its behalf under this Amendment, shall be considered
      to
      have been relied upon by Bank.  All statements in any such certificate
      or other instrument shall constitute warranties and representations by Borrower
      hereunder.  All warranties, representations, and covenants made by
      Borrower hereunder or under any other agreement or instrument shall be deemed
      continuing until the Obligations are indefeasibly paid and satisfied in
      full.

     

    12.6  Successors
      and Assigns.  This Amendment shall be binding upon and shall inure
      to the benefit of Borrower and Bank, and their respective successors and
      assigns; provided, that Borrower may not assign any of its rights hereunder
      without the prior written consent of Bank, and any such assignment made without
      such consent will be void.

     

    12.7  Governing
      Law. This Amendment, the Loan Agreement and the Loan
      Documents shall be deemed contracts made under the laws of the State of the
      Jurisdiction and shall be governed by and construed in accordance with the
      laws
      of said state (excluding its conflict of laws provisions if such provisions
      would require application of the laws of another jurisdiction) except insofar
      as
      the laws of another jurisdiction may, by reason of mandatory provisions of
      law,
      govern the perfection, priority and enforcement of security interests in the
      Collateral.

     

    12.8  WAIVER
      OF JURY TRIAL.  TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH OF
      BORROWER BY EXECUTION HEREOF AND BANK BY ACCEPTANCE HEREOF, KNOWINGLY,
      VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHT EACH MAY HAVE TO A TRIAL BY
      JURY
      IN RESPECT OF ANY LITIGATION BASED ON, OR ARISING OUT OF, UNDER OR IN CONNECTION
      WITH THIS AMENDMENT, THE LOAN AGREEMENT, THE LOAN DOCUMENTS OR ANY AGREEMENT
      CONTEMPLATED TO BE EXECUTED IN CONNECTION WITH THIS AMENDMENT OR THE LOAN
      AGREEMENT OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER
      VERBAL OR WRITTEN) OR ACTIONS OF ANY PARTY WITH RESPECT HERETO.  THIS
      PROVISION IS A MATERIAL INDUCEMENT TO BANK TO ENTER INTO AND ACCEPT THIS
      AGREEMENT.

     

    12.9  Counterparts.  This
      Amendment may be executed in any number of counterparts and by different parties
      hereto in separate counterparts, each of which when so executed and delivered
      shall be deemed an original and all of which when taken together shall
      constitute but one and the same instrument.  Any signature delivered
      by a party by facsimile transmission shall be deemed to be an original signature
      hereto.

     

    [SIGNATURES
      ON FOLLOWING PAGE]


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the parties have caused this Amendment to be executed and
      delivered by their duly authorized officers as of the date first above
      written.

     

    
      	
              BORROWER:

            	
              I.
                C. ISAACS & COMPANY, L.P.

              By:  I.C.
                Isaacs & Company, Inc., general partner

               

               

              By:           /s/
                ROBERT S. STEC_____________

              Robert
                S. Stec, Chief Executive
                Officer

               

            
	
              BANK:

            	
              WACHOVIA
                BANK, NATIONAL ASSOCIATION

               

               

              By:           /s/
                GEORGIOS KYVERNITIS______

              Georgios
                Kyvernitis,
                Director

               

            
	
              GUARANTORS:

            	
              I.
                C. ISAACS & COMPANY, L.P.

               

               

              By:           /s/
                ROBERT S. STEC_____________

              Robert
                S. Stec, Chief Executive
                Officer

               

            
	 	
              ISAACS
                DESIGN, INC.

               

               

              By:           /s/
                ROBERT S. STEC_____________

              Robert
                S. Stec, Chief Executive
                Officer