I.C. ISAACS & COMPANY, INC.
                 2005 Non-Employee Directors' Stock Option Plan
                             Adopted: April 28, 2005
                     Approved By Stockholders: June 28, 2005

1.    Purposes.

      (a) Eligible Option Recipients. The persons eligible to receive Options
are the Non-Employee Directors of the Company.

      (b) Available Options. The purpose of the Plan is to provide a means by
which Non-Employee Directors may be given an opportunity to benefit from
increases in value of the Common Stock through the granting of Nonqualified
Options.

      (c) General Purpose. The Company, by means of the Plan, seeks to retain
the services of its Non-Employee Directors, to secure and retain the services of
new Non-Employee Directors and to provide incentives for such persons to exert
maximum efforts for the success of the Company and its Affiliates.

2.    Definitions.

      As used in the Plan, the following definitions shall apply to the
capitalized terms indicated below:

      (a) "Affiliate" means any parent corporation or subsidiary corporation of
the Company, whether now or hereafter existing, as those terms are defined in
Sections 424(e) and (f), respectively, of the Code.

      (b) "Annual Grant" means an Option granted annually to all Non-Employee
Directors who meet the specified criteria pursuant to Section 6(b).

      (c) "Annual Meeting" means the annual meeting of the stockholders of the
Company.

      (d) "Board" means the Board of Directors of the Company.

      (e) "Capitalization Adjustment" has the meaning ascribed to that term in
Section 11(a).

      (f) "Cause" means, with respect to an Optionholder, the occurrence of any
of the following: (i) such Optionholder's commission of any felony or any crime
involving fraud, dishonesty or moral turpitude under the laws of the United
States or any state thereof; (ii) such Optionholder's attempted commission of,
or participation in, a fraud or act of dishonesty against the Company; (iii)
such Optionholder's intentional, material violation of any material contract or
agreement between the Optionholder and the Company or any statutory duty owed to
the Company; (iv) such Optionholder's unauthorized use or disclosure of the
Company's confidential information or trade secrets; or (v) such Optionholder's
gross misconduct.

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      (g) "Change in Control" means the occurrence, in a single transaction or
in a series of related transactions, of any one or more of the following events:

            (i) any Exchange Act Person becomes the Owner, directly or
indirectly, of securities of the Company representing more than 50% of the
combined voting power of the Company's then outstanding securities other than by
virtue of a merger, consolidation or similar transaction. Notwithstanding the
foregoing, a Change in Control shall not be deemed to occur 1) on account of the
acquisition of securities of the Company by an investor, any affiliate thereof
or any other Exchange Act Person from the Company in a transaction or series of
related transactions the primary purpose of which is to obtain financing for the
Company through the issuance of equity securities or 2) solely because the level
of Ownership held by any Exchange Act Person (the "Subject Person") exceeds the
designated percentage threshold of the outstanding voting securities as a result
of a repurchase or other acquisition of voting securities by the Company
reducing the number of shares outstanding, provided that if a Change in Control
would occur (but for the operation of this sentence) as a result of the
acquisition of voting securities by the Company, and after such share
acquisition, the Subject Person becomes the Owner of any additional voting
securities that, assuming the repurchase or other acquisition had not occurred,
increases the percentage of the then outstanding voting securities Owned by the
Subject Person over the designated percentage threshold, then a Change in
Control shall be deemed to occur;

            (ii) there is consummated a merger, consolidation or similar
transaction involving (directly or indirectly) the Company and, immediately
after the consummation of such merger, consolidation or similar transaction, the
stockholders of the Company immediately prior thereto do not Own, directly or
indirectly, either 1) outstanding voting securities representing more than 50%
of the combined outstanding voting power of the surviving Entity in such merger,
consolidation or similar transaction or 2) more than 50% of the combined
outstanding voting power of the parent of the surviving Entity in such merger,
consolidation or similar transaction, in each case in substantially the same
proportions as their Ownership of the outstanding voting securities of the
Company immediately prior to such transaction;

            (iii) there is consummated a sale, lease, license or other
disposition of all or substantially all of the consolidated assets of the
Company and its Subsidiaries, other than a sale, lease, license or other
disposition of all or substantially all of the consolidated assets of the
Company and its Subsidiaries to an Entity, more than 50% of the combined voting
power of the voting securities of which are Owned by stockholders of the Company
in substantially the same proportions as their Ownership of the outstanding
voting securities of the Company immediately prior to such sale, lease, license
or other disposition; or

            (iv) individuals who, on the date this Plan is adopted by the Board,
are members of the Board (the "Incumbent Board") cease for any reason to
constitute at least a majority of the members of the Board; provided, however,
that if the appointment or election (or nomination for election) of any new
Board member was approved or recommended by a majority vote of the members of
the Incumbent Board then still in office, such new member shall, for purposes of
this Plan, be considered as a member of the Incumbent Board.


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      The term Change in Control shall not include a sale of assets, merger or
other transaction effected exclusively for the purpose of changing the domicile
of the Company.

      Notwithstanding the foregoing or any other provision of this Plan, the
definition of Change in Control (or any analogous term) in an individual written
agreement between the Company or any Affiliate and the Optionholder shall
supersede the foregoing definition with respect to Options subject to such
agreement (it being understood, however, that if no definition of Change in
Control or any analogous term is set forth in such an individual written
agreement, the foregoing definition shall apply).

      (h) "Code" means the Internal Revenue Code of 1986, as amended.

      (i) "Common Stock" means the common stock of the Company.

      (j) "Company" means I.C. Isaacs & Company, Inc., a Delaware corporation.

      (k) "Corporate Transaction" means the occurrence, in a single transaction
or in a series of related transactions, of any one or more of the following
events:

            (i) a sale or other disposition of all or substantially all, as
determined by the Board in its sole discretion, of the consolidated assets of
the Company and its Subsidiaries;

            (ii) a transfer of ownership by sale, tender offer or other
disposition of at least (90% of the outstanding securities of the Company;

            (iii) a merger, consolidation or similar transaction following which
the Company is not the surviving corporation; or

            (iv) a merger, consolidation or similar transaction following which
the Company is the surviving corporation but the shares of Common Stock
outstanding immediately preceding the merger, consolidation or similar
transaction are converted or exchanged by virtue of the merger, consolidation or
similar transaction into other property, whether in the form of securities, cash
or otherwise.

      (l) "Consultant" means any person, including an advisor, who (i) is
engaged by the Company or an Affiliate to render consulting or advisory services
and is compensated for such services or (ii) is serving as a member of the Board
of Directors of an Affiliate and is compensated for such services. However,
service solely as a Director, or payment of a fee for such services, shall not
cause a Director to be considered a "Consultant" for purposes of the Plan.

      (m) "Director" means a member of the Board of Directors of the Company.

      (n) Disability" means the permanent and total disability of a person
within the meaning of Section 22(e)(3) of the Code.


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      (o) "Employee" means any person employed by the Company or an Affiliate.
However, service solely as a Director or Consultant, or payment of a fee for
such services, shall not cause a Director to be considered an "Employee" for
purposes of the Plan.

      (p) "Entity" means a corporation, partnership or other entity.

      (q) "Exchange Act" means the Securities Exchange Act of 1934, as amended.

      (r) "Exchange Act Person" means any natural person, Entity or "group"
(within the meaning of Section 13(d) or 14(d) of the Exchange Act), except that
"Exchange Act Person" shall not include (i) the Company or any Subsidiary of the
Company, (ii) any employee benefit plan of the Company or any Subsidiary of the
Company or any trustee or other fiduciary holding securities under an employee
benefit plan of the Company or any Subsidiary of the Company, (iii) an
underwriter temporarily holding securities pursuant to an offering of such
securities, (iv) an Entity Owned, directly or indirectly, by the stockholders of
the Company in substantially the same proportions as their Ownership of stock of
the Company; or (v) any natural person, Entity or "group" (within the meaning of
Section 13(d) or 14(d) of the Exchange Act) that, as of the effective date of
the Plan as set forth in Section 14, is the Owner, directly or indirectly, of
securities of the Company representing more than 50% of the combined voting
power of the Company's then outstanding securities.

      (s) "Fair Market Value" means, as of any date, the value of the Common
Stock determined as follows:

            (i) If the Common Stock is listed on any established stock exchange
or traded on the Nasdaq National Market or the Nasdaq SmallCap Market or
admitted for trading on the OTC Bulletin Board maintained by the Nasdaq Stock
Market, the Fair Market Value of a share of Common Stock shall be the closing
sales price for such stock (or the closing bid, if no sales were reported) as
quoted on such exchange, market or quotation system. If such date falls on a
non-Trading Day, then the Fair Market Value of a share of Common Stock shall be
the closing sales price for such stock (or the closing bid, if no sales were
reported) as quoted on such exchange or market (or the exchange or market with
the greatest volume of trading in the Common Stock) on the next subsequent
Trading Day, as reported in The Wall Street Journal or such other source as the
Board deems reliable.

            (ii) In the absence of such markets for the Common Stock, the Fair
Market Value shall be determined by the Board in good faith.

      (t) "Initial Grant" means an Option granted to a Non-Employee Director who
meets the specified criteria pursuant to Section 6(a).

      (u) "Non-Employee Director" means a Director who is not an Employee.

      (v) "Nonqualified Option" means an Option not intended to qualify as an
incentive stock option within the meaning of Section 422 of the Code and the
regulations promulgated thereunder.


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      (w) "Officer" means a person who is an officer of the Company within the
meaning of Section 16 of the Exchange Act and the rules and regulations
promulgated thereunder.

      (x) "Option" means a Nonqualified Option granted pursuant to the Plan.

      (y) "Option Agreement" means a written agreement between the Company and
an Optionholder evidencing the terms and conditions of an individual Option
grant. Each Option Agreement shall be subject to the terms and conditions of the
Plan.

      (z) "Optionholder" means a person to whom an Option is granted pursuant to
the Plan or, if applicable, such other person who holds an outstanding Option.

      (aa) "Own," "Owned," "Owner," "Ownership" A person or Entity shall be
deemed to "Own," to have "Owned," to be the "Owner" of, or to have acquired
"Ownership" of securities if such person or Entity, directly or indirectly,
through any contract, arrangement, understanding, relationship or otherwise, has
or shares voting power, which includes the power to vote or to direct the
voting, with respect to such securities.

      (bb) "Plan" means this I.C. Isaacs & Company, Inc. 2005 Non-Employee
Directors' Stock Option Plan.

      (cc) "Rule 16b-3" means Rule 16b-3 promulgated under the Exchange Act or
any successor to Rule 16b-3, as in effect from time to time.

      (dd) "Securities Act" means the Securities Act of 1933, as amended.

      (ee) "Subsidiary" means, with respect to the Company, (i) any corporation
of which more than 50% of the outstanding capital stock having ordinary voting
power to elect a majority of the board of directors of such corporation
(irrespective of whether, at the time, stock of any other class or classes of
such corporation shall have or might have voting power by reason of the
happening of any contingency) is at the time, directly or indirectly, Owned by
the Company, and (ii) any partnership in which the Company has a direct or
indirect interest (whether in the form of voting or participation in profits or
capital contribution) of more than 50%.

      (ff) "Trading Day" means any day the exchange(s) or market(s) on which
shares of Common Stock are listed, whether it be any established stock exchange,
the Nasdaq National Market, the Nasdaq SmallCap Market or otherwise, is open for
trading.

3.    Administration.

      (a) Administration by Board. The Board shall administer the Plan. The
Board may not delegate administration of the Plan to a committee.

      (b) Powers of Board. The Board shall have the power, subject to, and
within the limitations of, the express provisions of the Plan:

            (i) To determine the provisions of each Option to the extent not
specified in the Plan.


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            (ii) To construe and interpret the Plan and Options granted under
it, and to establish, amend and revoke rules and regulations for its
administration. The Board, in the exercise of this power, may correct any
defect, omission or inconsistency in the Plan or in any Option Agreement, in a
manner and to the extent it shall deem necessary or expedient to make the Plan
fully effective.

            (iii) To amend the Plan or an Option as provided in Section 12.

            (iv) Generally, to exercise such powers and to perform such acts as
the Board deems necessary or expedient to promote the best interests of the
Company and that are not in conflict with the provisions of the Plan.

      (c) Effect of Board's Decision. All determinations, interpretations and
constructions made by the Board in good faith shall not be subject to review by
any person and shall be final, binding and conclusive on all persons.

4.    Shares Subject to the Plan.

      (a) Share Reserve. Subject to the provisions of Section 11 relating to
adjustments upon changes in the Common Stock, the Common Stock that may be
issued pursuant to Options shall not exceed in the aggregate 450,000 shares of
Common Stock.

      (b) Reversion of Shares to the Share Reserve. If any Option shall for any
reason expire or otherwise terminate, in whole or in part, without having been
exercised in full, or if any shares of Common Stock issued to an Optionholder
pursuant to an Option are forfeited to or repurchased by the Company, including,
but not limited to, any repurchase or forfeiture caused by the failure to meet a
contingency or condition required for the vesting of such shares, then the
shares of Common Stock not issued under such Option, shall revert to and again
become available for issuance under the Plan. If any shares subject to an Option
are not delivered to an Optionholder because such shares are withheld for the
payment of taxes or the Option is exercised through a reduction of shares
subject to the Option (i.e., "net exercised"), the number of shares that are not
delivered to the Optionholder shall remain available for issuance under the
Plan. If the exercise price of any Option is satisfied by tendering shares of
Common Stock held by the Optionholder (either by actual delivery or
attestation), then the number of shares so tendered shall remain available for
issuance under the Plan.

      (c) Source of Shares. The shares of Common Stock subject to the Plan may
be unissued shares or reacquired shares, bought on the market or otherwise.

5.    Eligibility.

      The Options, as set forth in Section 6, automatically shall be granted
under the Plan to all Non-Employee Directors who meet the criteria specified in
Section 6.

6.    Non-Discretionary Grants.

      (a) Initial Grants. Without any further action of the Board:


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            (i) each Non-Employee Director who is serving on the Board on the
date when the Plan is approved by the Company's stockholders automatically
shall, upon such date, be granted an Initial Grant to purchase 15,000 shares of
Common Stock on the terms and conditions set forth herein; and

            (ii) each Non-Employee Director who, after the Plan is approved by
the Company's stockholders, is elected or appointed for the first time to be a
Non-Employee Director, automatically shall, upon the date of his or her initial
election or appointment to be a Non-Employee Director, be granted an Initial
Grant to purchase 15,000 shares of Common Stock on the terms and conditions set
forth herein.

      (b) Annual Grants. Without any further action of the Board, on the date of
each Annual Meeting, commencing with the Annual Meeting in 2006, each person who
is then a Non-Employee Director automatically shall be granted an Annual Grant
to purchase 15,000 shares of Common Stock on the terms and conditions set forth
herein; provided, however, that if the person has not been serving as a Non-
Employee Director for the entire period since the preceding Annual Meeting, then
the number of shares subject to such Annual Grant shall be reduced pro rata for
each full quarter prior to the date of grant during which such person did not
serve as a Non-Employee Director.

7.    Option Provisions.

      Each Option shall be in such form and shall contain such terms and
conditions as required by the Plan. Each Option shall contain such additional
terms and conditions, not inconsistent with the Plan, as the Board shall deem
appropriate. Each Option shall include (through incorporation of provisions
hereof by reference in the Option or otherwise) the substance of each of the
following provisions:

      (a) Term. No Option shall be exercisable after the expiration of ten years
from the date it was granted.

      (b) Exercise Price. The exercise price of each Option shall be 100% of the
Fair Market Value of the stock subject to the Option on the date the Option is
granted.

      (c) Consideration. The purchase price of stock acquired pursuant to an
Option may be paid, to the extent permitted by applicable law, in any
combination of 1) cash or check, 2) delivery to the Company of other Common
Stock or 3) pursuant to a program developed under Regulation T as promulgated by
the Federal Reserve Board that, prior to the issuance of Common Stock, results
in either the receipt of cash (or check) by the Company or the receipt of
irrevocable instructions to pay the aggregate exercise price to the Company from
the sales proceeds. The purchase price of Common Stock acquired pursuant to an
Option that is paid by delivery to the Company of other Common Stock acquired,
directly or indirectly from the Company, shall be paid only by shares of the
Common Stock of the Company that have been held for more than six months (or
such longer or shorter period of time required to avoid a charge to earnings for
financial accounting purposes).


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      (d) Transferability. An Option shall be transferable pursuant to a
domestic relations order and to such further extent provided in the Option
Agreement. If the Option does not provide for transferability, then the Option
shall not be transferable except by will or by the laws of descent and
distribution and shall be exercisable during the lifetime of the Optionholder
only by the Optionholder. Notwithstanding the foregoing, the Optionholder may,
by delivering written notice to the Company, in a form provided by or otherwise
satisfactory to the Company, designate a third party who, in the event of the
death of the Optionholder, shall thereafter be entitled to exercise the Option.

      (e) Termination for Cause. In the event that an Optionholder's service as
a Director is terminated for Cause, the Option shall terminate upon the date on
which the Optionholder is removed as a Director, and the Optionholder shall be
prohibited from exercising his or her Option from and after the time of such
date.

      (f) Termination Upon Change in Control. In the event that an
Optionholder's service as a Director terminates as of, or within 12 months
following a Change in Control, the Optionholder may exercise his or her Option
(to the extent that the Optionholder was entitled to exercise such Option as of
the date of termination of service) within such period of time ending on the
earlier of 1) the expiration of the term of the Option as set forth in the
Option Agreement or 2) the date three months following the termination of the
Optionholder's service as a Director. If, after termination of service, the
Optionholder does not exercise his or her Option within the time specified
herein or in the Option Agreement (as applicable), the Option shall terminate.

8.    Securities Law Compliance.

      The Company shall seek to obtain from each regulatory commission or agency
having jurisdiction over the Plan such authority as may be required to grant
Options and to issue and sell shares of Common Stock upon exercise of the
Options; provided, however, that this undertaking shall not require the Company
to register under the Securities Act the Plan, any Option or any stock issued or
issuable pursuant to any such Option. If, after reasonable efforts, the Company
is unable to obtain from any such regulatory commission or agency the authority
which counsel for the Company deems necessary for the lawful issuance and sale
of stock under the Plan, the Company shall be relieved from any liability for
failure to issue and sell stock upon exercise of such Options unless and until
such authority is obtained.

9.    Use of Proceeds from Stock.

      Proceeds from the sale of stock pursuant to Options shall constitute
general funds of the Company.

10.   Miscellaneous.

      (a) Stockholder Rights. No Optionholder shall be deemed to be the holder
of, or to have any of the rights of a holder with respect to, any shares subject
to such Option unless and until such Optionholder has satisfied all requirements
for exercise of the Option pursuant to its terms.


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<PAGE>

      (b) No Service Rights. Nothing in the Plan or any instrument executed or
Option granted pursuant thereto shall confer upon any Optionholder any right to
continue to serve the Company as a Non-Employee Director or shall affect the
right of the Company or an Affiliate to terminate (i) the employment of an
Employee with or without notice and with or without cause, (ii) the service of a
Consultant pursuant to the terms of such Consultant's agreement with the Company
or an Affiliate or (iii) the service of a Director pursuant to the Bylaws of the
Company or an Affiliate, and any applicable provisions of the corporate law of
the state in which the Company or the Affiliate is incorporated, as the case may
be.

      (c) Investment Assurances. The Company may require an Optionholder, as a
condition of exercising or acquiring stock under any Option, (i) to give written
assurances satisfactory to the Company as to the Optionholder's knowledge and
experience in financial and business matters and/or to employ a purchaser
representative reasonably satisfactory to the Company who is knowledgeable and
experienced in financial and business matters and that he or she is capable of
evaluating, alone or together with the purchaser representative, the merits and
risks of exercising the Option; and (ii) to give written assurances satisfactory
to the Company stating that the Optionholder is acquiring the stock subject to
the Option for the Optionholder's own account and not with any present intention
of selling or otherwise distributing the stock. The foregoing requirements, and
any assurances given pursuant to such requirements, shall be inoperative if 1)
the issuance of the shares upon the exercise or acquisition of stock under the
Option has been registered under a then currently effective registration
statement under the Securities Act or 2) as to any particular requirement, a
determination is made by counsel for the Company that such requirement need not
be met in the circumstances under the then applicable securities laws. The
Company may, upon advice of counsel to the Company, place legends on stock
certificates issued under the Plan as such counsel deems necessary or
appropriate in order to comply with applicable securities laws, including, but
not limited to, legends restricting the transfer of the stock.

      (d) Withholding Obligations. The Optionholder may satisfy any federal,
state or local tax withholding obligation relating to the exercise or
acquisition of stock under an Option by any of the following means (in addition
to the Company's right to withhold from any compensation paid to the
Optionholder by the Company) or by a combination of such means: (i) tendering a
cash payment; (ii) authorizing the Company to withhold shares from the shares of
the Common Stock otherwise issuable to the Optionholder as a result of the
exercise or acquisition of stock under the Option; provided, however, that no
shares of Common Stock are withheld with a value exceeding the minimum amount of
tax required to be withheld by law; or (iii) delivering to the Company owned and
unencumbered shares of the Common Stock.

11.   Adjustments upon Changes in Common Stock.

      (a) Capitalization Adjustments. If any change is made in, or other events
occur with respect to, the stock subject to the Plan, or subject to any Option,
without the receipt of consideration by the Company (through merger,
consolidation, reorganization, recapitalization, reincorporation, stock
dividend, dividend in property other than cash, stock split, liquidating
dividend, combination of shares, exchange of shares, change in corporate
structure or other transaction not involving the receipt of consideration by the
Company (each a "Capitalization Adjustment")), the Plan will be appropriately
adjusted in the class(es) and maximum number of securities subject both to the
Plan pursuant to Section 4 and to the nondiscretionary Options specified in
Section 6, and the outstanding Options will be appropriately adjusted in the
class(es) and number of securities and price per share of stock subject to such
outstanding Options. The Board shall make such adjustments, and its
determination shall be final, binding and conclusive. (The conversion of any
convertible securities of the Company shall not be treated as a transaction
"without receipt of consideration" by the Company.)


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      (b) Dissolution or Liquidation. In the event of a dissolution or
liquidation of the Company, then all outstanding Options shall terminate
immediately prior to the completion of such dissolution or liquidation.

      (c) Corporate Transaction. In the event of a Corporate Transaction, any
surviving corporation or acquiring corporation (or the surviving or acquiring
corporation's parent company) may assume or continue any or all Options
outstanding under the Plan or may substitute similar stock options for Options
outstanding under the Plan (it being understood that similar stock options
include, but are not limited to, options to acquire the same consideration paid
to the stockholders or the Company, as the case may be, pursuant to the
Corporate Transaction). In the event that any surviving corporation or acquiring
corporation (or its parent company) does not assume or continue all such
outstanding Options or substitute similar stock options for such outstanding
Options, then with respect to Options that have been not assumed, continued or
substituted, such Options shall terminate if not exercised at or prior to such
effective time.

12.   Amendment of the Plan and Options.

      (a) Amendment of Plan. The Board, at any time and from time to time, may
amend the Plan. However, except as provided in Section 11 relating to
adjustments upon changes in Common Stock, no amendment shall be effective unless
approved by the stockholders of the Company to the extent stockholder approval
is necessary to satisfy the requirements of applicable laws.

      (b) Stockholder Approval. The Board, in its sole discretion, may submit
any other amendment to the Plan for stockholder approval.

      (c) No Impairment of Rights. Rights under any Option granted before
amendment of the Plan shall not be impaired by any amendment of the Plan unless
(i) the Company requests the consent of the Optionholder and (ii) the
Optionholder consents in writing.

      (d) Amendment of Options. The Board, at any time, and from time to time,
may amend the terms of any one or more Options; provided, however, that the
rights under any Option shall not be impaired by any such amendment unless (i)
the Company requests the consent of the Optionholder and (ii) the Optionholder
consents in writing.

13.   Termination or Suspension of the Plan.

      (a) Plan Term. The Board may suspend or terminate the Plan at any time. No
Options may be granted under the Plan while the Plan is suspended or after it is
terminated.

      (b) No Impairment of Rights. Suspension or termination of the Plan shall
not impair rights and obligations under any Option granted while the Plan is in
effect except with the written consent of the Optionholder.


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14.   Effective Date of Plan.

      The Plan shall become effective on the date when the stockholders
authorize its adoption. No potions shall be granted under the Plan until the
Plan has been approved by the stockholders of the Company, which approval shall
be within 12 months before or after the date the Plan is adopted by the Board.

15.   Governing Laws.

      The validity, construction and effect of the Plan, of Option Agreements
entered into pursuant to the Plan, and of any rules, regulations, determinations
or decisions made by the Board relating to the Plan or such Option Agreements,
and the rights of any and all persons having or claiming to have any interest
therein or thereunder, shall be determined exclusively in accordance with
applicable federal laws and the laws of the State of Delaware, without regard to
its conflict of laws principles.


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