Exhibit 10









Exhibit 10.94




AMENDED AND RESTATED EXECUTIVE EMPLOYMENT


AGREEMENT




THIS AMENDED AND RESTATED

EXECUTIVE EMPLOYMENT AGREEMENT is made as of this 17th day of April 2002 (this

“Agreement”), by and between I. C. Isaacs & Company L.P., a Delaware

limited partnership (the “Company”), and Eugene C. Wielepski (the

“Executive”).  I.C. Isaacs &

Company, Inc., a Delaware corporation and parent of the Company (“Isaacs”),

also joins in this Agreement for the limited purposes set forth in Section 4.B.




 




EXPLANATORY STATEMENT




WHEREAS, the Company

entered into a certain Executive Employment Agreement with the Executive dated

May 15, 1997, as amended by Amendment No. 1 to Employment Agreement by and

between the Company and the Executive dated August 27, 1998, Amendment No. 2 to

Employment Agreement by and between the Company and the Executive dated

February 11, 1999, Amendment No. 3 to Employment Agreement by and between the

Company and the Executive dated January 3, 2000, Amendment No. 4 to Employment

Agreement by and between the Company and the Executive dated March 31, 2001,

and Amendment No. 5 to Employment Agreement dated January 2, 2002

(collectively, the “Employment Agreement”); and




WHEREAS, the Company

desires to continue to employ the Executive as the Vice President and Chief

Financial Officer on the terms and conditions herein set forth, and the

Executive has agreed to accept continued employment with the Company on the

terms and conditions herein set forth; and




WHEREAS, the Company

desires to amend and restate the Employment Agreement as follows.




NOW, THEREFORE, in

consideration of the premises and the mutual promises made herein, the parties

hereby agree to amend and restate the Employment Agreement as follows:




1.             Employment. 

The Company hereby employs the Executive as its Vice President and Chief

Financial Officer and agrees to continue the Executive in that position during

the term of this Agreement.




 




2.             Term. 

This Agreement shall be effective as of April 17, 2002 (the “Effective

Date”) and shall continue until May 15, 2006 (the “Employment Period”).  Thereafter, this Agreement shall renew

automatically for a one (1)

year period on each subsequent Renewal Date (as hereinafter

defined), subject to the right of either party to terminate this Agreement as

of any




 




 





























 




Renewal  Date upon sixty (60) days prior written notice to the

other party.  The “Renewal Date” shall

be May 15th of any fiscal year under this Agreement.




3.             Base Salary.  The

Executive’s base salary for fiscal year 2002 shall be Two Hundred Thousand

Dollars ($200,000).  Thereafter, the

Executive’s base salary for each fiscal year of the Company under this

Agreement shall be at the rate of Two Hundred Thousand Dollars ($200,000) per

annum.  Such base salary may be

increased based on periodic reviews by the Compensation Committee of the Board

of Directors.  For purposes of this

Agreement, “fiscal year” shall mean calendar year.  The Executive’s base salary shall be paid throughout the year in

accordance with the normal payroll practices of the Company.




4.             Bonus; Stock Options.




A.            In addition to his base salary,

during the term of this Agreement, the Executive shall be entitled to

participate in any bonus and stock option plans, programs, arrangements and

practices sponsored by the Company for the benefit of executive employees

serving in similar capacities with the Company (and/or its affiliates), if any,

as may be established from time to time by the Board of Directors of the

Company for the benefit of such executive employees, in accordance with the

terms of such plans, as amended by the Company from time to time; it being

understood that there is no assurance with respect to the establishment of such

plans or, if established, the continuation of such plans during the term of

this Agreement.




B.            Isaacs shall grant the Executive, no

later than July 31, 2002, a non-qualified stock option to purchase at least Ten

Thousand (10,000) shares of common stock, par value $0.0001 per share, of

Isaacs (the “Common Stock”) under the 1997 Omnibus Stock Option Plan of Isaacs,

as amended, or such other stock option plan of Isaacs as is then in effect (the

“Option”) at a per share exercise price equal to the fair market value of the

Common Stock (as determined in accordance with the terms of the applicable

stock option plan) on the date the Option is granted to the Executive (the

“Grant Date”).  Such Option shall be

fully-vested and immediately exercisable by the Executive as of the Grant

Date.  Notwithstanding the foregoing,

the Executive shall be entitled to receive the Option only if he shall have

been continuously employed by the Company under this Agreement from the

Effective Date through the Grant Date.




 




5.             Other Benefits.  During

the term of this Agreement, the Executive shall also be entitled to participate

in or receive benefits under all of the Company’s benefit plans, programs,

arrangements and practices, including pension, disability, and group life,

sickness, accident or health insurance programs, if any, as may be established

from time to time by the Board of Directors of the Company for the benefit of

executive employees serving in similar capacities with the Company (and/or its

affiliates), in accordance with the terms of such plans, as amended by the

Company from time to time; it being understood that there is no assurance with

respect to the establishment of such plans or, if established, the continuation

of such plans during the term of this Agreement.




 




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6.             Duties.




A.      During

the term of this Agreement, the Executive shall serve as the Vice President and

Chief Financial Officer, have such powers and shall perform such duties as are

incident and customary to his office, including those described in the

Company’s By-Laws (as amended from time to time), and shall perform such other

additional executive and administrative duties and functions commensurate with

such position as from time to time shall be assigned to him by the Board of

Directors of the Company.  The Executive

shall perform such additional duties and functions without separate

compensation, unless otherwise authorized by the Board.




B.      The Executive shall devote his full time, attention, skill, and

energy to the performance of his duties under this Agreement, and shall comply

with all reasonable professional requests of the Company; provided, however,

that the Executive will be permitted to engage in and manage personal

investments and to participate in community and charitable affairs, so long as

such activities do not interfere with his duties under this Agreement.




7.          Vacation

and Sick Leave.




A.      The Executive shall be entitled to a total

of four (4) weeks of vacation each fiscal year of the Company, such vacation to

be in accordance with the terms of the Company’s announced policy for executive

employees, as in effect from time to time. 

The Executive may take his vacation at such time or times as shall not

interfere with the performance of his duties under this Agreement.




B.      The

Executive shall be entitled to paid sick leave and holidays in accordance with

the Company’s announced policy for executive employees, as in effect from time

to time.




8.             Expenses. 

The Company shall reimburse the Executive for all reasonable expenses,

including without limitation expenses for first class service for international

air travel, incurred in connection with his duties on behalf of the Company,

provided that the Executive shall keep, and present to the Company, records and

receipts relating to reimbursable expenses incurred by him.  Such records and receipts shall be

maintained and presented in a format, and with such regularity, as the Company

reasonably may require in order to substantiate the Company’s right to claim

income tax deductions for such expenses. 

Without limiting the generality of the foregoing, the Executive shall be

entitled to reimbursement for any business-related travel, business-related

entertainment, whether at his residence or otherwise, and other costs and

expenses reasonably incident to the performance of his duties on behalf of the

Company.




 




9.             Termination of Employment for Cause.  Notwithstanding the provisions of Section 2

of this Agreement, the Executive’s employment (and all of his rights and

benefits under




 




 




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this

Agreement) shall terminate immediately and without further notice upon the

happening of any one or more of the following events:




A.      The Executive has been or is guilty of (i)

a criminal offense involving moral turpitude, (ii) criminal or dishonest

conduct pertaining to the business or affairs of the Company (including,

without limitation, fraud and misappropriation), (iii) any act or omission the

intended or likely consequence of which is material injury to the Company’s

business, property or reputation, which act or omission continues uncured for a

period of ten (10) days after the Executive has received written notice from

the Company, and/or (iv) gross negligence or willful misconduct which continues

uncured for a period of ten (10) days after the Executive has received written

notice from the Company;




B.      The

Executive persists, for a period of fifteen (15) days after written notice from

the Company, in willful misconduct injurious to the Company’s interest, willful

breach in the performance of his duties under this Agreement, or habitual neglect

by the Executive in the performance of his duties under this Agreement (other

than as a result of incapacity for physical or mental illness);




C.      The

Executive’s death; or




D.      The

continuous and uninterrupted inability to perform the Executive’s duties and

responsibilities under this Agreement, on behalf of the Company for a period of

one hundred and eighty (180) days from the first day of such inability to

perform his duties.




Subsections A, B, C, & D of this Section 9 hereinafter are referred

to collectively and individually as “Cause”.




Upon a

termination of the Executive’s employment for Cause, the Company shall pay the

Executive his base salary through the effective date of the employment

termination, and the Executive shall immediately thereafter forfeit all rights

and benefits he would otherwise have been entitled to receive under this

Agreement, including but not limited to any right to compensation pursuant to

Sections 3, 4, and 5 of this Agreement (including any right to the grant of the

Option under Section 4.B), except to the extent that such benefits shall have

vested and continue after the termination of the Executive’s employment under

the terms of the applicable benefit plans and programs.  The Company and the Executive thereafter

shall have no further obligations under this Agreement except as otherwise

provided in this Section and Sections 13 and 14 of this Agreement.




10.           Termination of Employment by the Company Without Cause.  Notwithstanding the provisions of Section 2

of this Agreement, the Board of Directors may terminate the Executive’s

employment as provided under this Agreement, at any time, for reasons other

than for Cause by notifying the Executive in writing of such termination.  If the Executive’s employment is terminated

pursuant to this Section 10, the Company shall pay the Executive in




 




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accordance

with the normal payroll practices of the Company, an amount equal to one (1)

year of the Executive’s base salary, or, if the Executive’s employment is

terminated before May 15, 2005, the remaining base salary otherwise payable to

the Executive during the Employment Period, in either case, the Executive’s

base salary shall be payable at the rate and in the manner required by Section

3 of this Agreement and in effect immediately prior to the date the Executive’s

employment was terminated.  The payments

described in the immediately preceding sentence shall be reduced by any income

paid to the Executive during the severance period from other employment or

consulting services he performs for other persons or entities.  Upon termination of his employment, the

Executive shall immediately forfeit all rights and benefits he would otherwise

have been entitled to receive, including but not limited to any right to

compensation pursuant to Sections 3, 4, or 5 of this Agreement (including any

right to the grant of the Option under Section 4.B), except to the extent that

such benefits shall have vested and continue after the termination of the

Executive’s employment under the terms of the applicable benefit plans and

programs or this Section 10.  The

Company and the Executive shall have no further obligations under this

Agreement except as otherwise provided in this Section and Sections 13 and 14

of this Agreement.




11.           Termination of Employment by the Executive.  Notwithstanding the provisions of Section 2

of this Agreement, the Executive may terminate this Agreement at any time by

giving the Board of Directors written notice of his intent to terminate, delivered

at least sixty (60) days prior to the effective date of such termination.




Upon expiration of

the sixty (60) day notice period (or such earlier date as may be approved by

the Board of Directors), the termination by the Executive shall become

effective.  Upon the effective date of

such termination, the Company’s obligations under Sections 3, 4, and 5 of this

Agreement shall immediately expire, except to the extent that such benefits

shall have vested and continue after the termination of the Executive’s

employment under the terms of the applicable benefit plans and programs.  The Company and the Executive shall have no

further obligations under this Agreement except as otherwise provided in this

Section and Sections 13 and 14.




 




12.           Non-Renewal.  If,

upon termination of the Employment Period, or upon  any subsequent

Renewal Date, other than pursuant to Section 9, 10, or 11 hereof, the Company

shall decide not to renew this Agreement for at least one (1) year, the Company

shall pay the Executive in accordance with the normal payroll practices of the

Company, an amount equal to one (1) year of his base salary at the rate and in

the manner required by Section 3 of this Agreement and in effect immediately

prior to the date the Executive’s employment with the Company was terminated

provided that the Executive shall not have violated the provisions of Sections

13 and 14 hereof.  The payments

described in the immediately preceding sentence shall be reduced by any income

paid to the Executive during the severance period from other employment or

consulting services he performs for other persons or entities.  Upon expiration of this Agreement, the

Executive shall immediately forfeit all rights and benefits he would otherwise

have been entitled to receive, including but not limited to any right to

compensation




 




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and

benefits pursuant to Sections 3, 4, or 5 of this Agreement (including any right

to the grant of the Option under Section 4.B), except to the extent that any such

benefits shall have vested and continue after the termination of the

Executive’s employment under the terms of the applicable benefit plans and

programs.  The Company and the Executive

shall have no further obligations under this Agreement except as otherwise

provided in this Section and Sections 13 and 14 of this Agreement.




13.           Non-Competition.  The

Executive and the Company recognize that due to the nature of his employment,

and his relationship with the Company, the Executive has had and will have access

to, has acquired and will acquire, and has assisted and will assist in

developing, confidential and proprietary information relating to the business

and operations of the Company (for purposes of this Section 13 and Section 14

below, the Company shall mean the Company, Isaacs and any of its/their

affiliates, predecessors, or successors) including, without limitation,

information with respect to their present and prospective services, systems,

products, clients, customers, agents, and sales and marketing methods.  The Executive acknowledges that such

information has been and will be of central importance to the Company’s

business and that disclosure of it to others or its use by others could cause

substantial loss to the Company.  The

Executive and the Company also recognize that an important part of the

Executive’s duties will be to develop good will for the Company through his

personal contact with the Company’s clients, and that there is a danger that

this good will, a proprietary asset of the Company, may follow the Executive if

and when his relationship with the Company is terminated.




A.      The Executive agrees that during the term of his employment

with the Company, and for a period of ninety (90) days after the termination of

his employment for any reason whatsoever, including the non-renewal of this

Agreement by either party, the Executive will not, directly or indirectly,

within the United States, whether as a partner, proprietor, employee,

consultant, agent or otherwise, participate or engage in any business that

competes with, restricts or interferes with the business of the Company,

including, without limitation, any business in the young men’s and women’s

contemporary sportswear and jeanswear industry.




B.      The Executive further agrees that, during the term of his

employment with the Company, and for a period of one (1) year after the

termination of his employment for any reason whatsoever, including the

non-renewal of this Agreement by either party:




                (i)        The Executive agrees that he shall not,

directly or indirectly (for his own account, or for the account of others),

urge any current or potential client, customer, supplier or contractor of the

Company to discontinue business, in whole or in part, or not to do business,

with the Company or otherwise interfere with the Company’s relationship or

potential relationship with any parties;




 




               (ii)        The Executive agrees that he shall not,

directly or indirectly (for his own account, or for the account of others),

solicit, hire or arrange to hire




 




 




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any person who at the time of such hire or within one

(1) year prior to the time of such hire was an employee of the Company and was

not involuntarily terminated by the Company, for himself or for any business

entity with which he may be, or may be planning to be, affiliated or

associated, or otherwise interfere with the retention of employees that the

Company desires to retain as such.




The Executive

expressly acknowledges and agrees (i) that the restrictions set forth herein

are reasonable, in terms of scope, duration, geographic area, and otherwise,

(ii) that the protections afforded to the Company hereunder are necessary to

protect its legitimate business interests, and (iii) that the agreement to

observe such restrictions form a material part of the consideration for this

Agreement and the Executive’s employment by the Company.




14.           Confidential Information.  The Executive agrees that, during the term of his employment with

the Company, and for a period of one (1) year after the termination of his

employment for any reason whatsoever (including the non-renewal of this

Agreement by either party), he shall not disclose to any person or use the same

in any way, other than in the discharge of his duties under this Agreement in

connection with the business of the Company, any trade secrets or confidential

or proprietary information of the Company, including, without limitation, any

information or knowledge relating to (i) the business, operations or internal

structure of the Company, (ii) the clients (or customers) or potential clients

(or potential customers) of the Company, (iii) any method and/or procedure

(such as records, programs, systems, correspondence, or other documents),

relating or pertaining to projects developed by the Company or contemplated to

be developed by the Company, or (iv) the Company’s business, which information

or knowledge the Executive shall have obtained during the term of this

Agreement, and which is otherwise of a secret or confidential nature.  Further, upon leaving the employ of the

Company for any reason whatsoever, the Executive shall not take with him,

without prior written consent of the Board of Directors of the Company, any

documents, forms, or other reproductions of any data or any information

relating to or pertaining to the Company, any clients (or customers) or

potential clients (or potential customers) of the Company, or any other

confidential information or trade secrets and will promptly return any such

materials already in his possession to the Company.




15.           Entire Agreement; Amendments, Other Agreements.  This Agreement contains the entire

understanding of the Executive and the Company with respect to employment of

the Executive and supersedes any and all prior understandings, written or

oral.  This Agreement may not be

amended, waived, discharged or terminated orally, but only by an instrument in

writing.  Any earlier employment

agreements between the Executive and the Company are hereby terminated and

shall be of no further effect as of the Effective Date, including the

Employment Agreement.




 




 




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16.           Miscellaneous.




A.      Any notices required by this Agreement shall (i) be made in

writing and mailed by certified mail, return receipt requested, with adequate

postage prepaid; (ii) be deemed given when so mailed; (iii) be deemed received

by the addressee within ten (10) days after given or when the certified mail

receipt for such mail is executed, whichever is earlier; and (iv) in the case

of the Company, be mailed to its principal office, or in the case of the

Executive, be mailed to the last address that the Executive has given to the

Company.




B.      This Agreement shall be binding upon and inure to the benefit

of, the parties, their successors, assigns, personal representatives,

distributees, heirs, and legatees.




C.      This Agreement shall be governed by, and construed and enforced

in accordance with, the laws of the State of Maryland, without giving effect to

the principles of conflicts of law thereof.




D.      Any dispute regarding any aspect of this Agreement or any act

which allegedly has or would violate any provision of this Agreement will be

submitted to binding arbitration.  Such

arbitration shall be conducted before an arbitrator sitting in a location

agreed to by the Company and the Executive within fifty (50) miles of the

location of the Executive’s principal place of employment, in accordance with

the rules of the American Arbitration Association then in effect.  Each party will be entitled to limited

discovery, to consist of a maximum of three (3) depositions (maximum two (2)

hours each), and twenty-five (25) written interrogatories per party, which will

be completed within one hundred twenty (120) days following the selection of

the arbitrator.  Judgment may be entered

on the award of the arbitrator in any court having competent jurisdiction.




E.       Any failure by the Company to insist upon strict compliance

with any term or provision of this Agreement, to exercise any option, to

enforce any right, or to seek any remedy upon any breach by the Executive shall

not affect, or constitute a waiver of, the Company’s right to insist upon such

strict compliance, exercise such option, enforce such right, or seek such

remedy with respect to such breach or any prior, contemporaneous, or subsequent

breach.  No custom or practice of the

Company at variance with any provision of this Agreement shall affect or

constitute a waiver of, the Company’s right to demand strict compliance with

all provisions of this Agreement.




F.       Any provision of this Agreement which is prohibited or

unenforceable in any jurisdiction shall, as to such jurisdiction, be deemed

severable from the remainder of this Agreement, and the remaining provisions

contained in this Agreement shall be construed to preserve to the maximum

permissible extent the intent and purposes of this Agreement.  Any such prohibition or unenforceability in

any jurisdiction shall not invalidate or render unenforceable such provision in

any other jurisdiction.




G.      It is recognized that damages in the event of breach of any

provision of Sections 13 and 14 above by the Executive would be difficult, if

not impossible, to ascertain, and it is therefore agreed that the Company, in

addition to and without limiting any other remedy or




 




 




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right it may have, will be

entitled to a decree of specific performance, mandamus or other appropriate

remedy to enforce performance of such requirements.




 




H.      The headings used in this Agreement are solely for convenience

of reference and will not be deemed to limit, characterize, or in any way

affect any provision of this Agreement, and all provisions of this Agreement

will be enforced and construed as if no heading had been used.




I.        This Agreement may be executed in two or more counterparts,

each of which shall be deemed to be an original, and all of which, when taken

together, shall be deemed to be one and the same instrument.




 




 




 




 




 




 




[Remainder of page

intentionally left blank.]




 




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IN WITNESS

WHEREOF, the parties hereto have duly executed this Agreement as of the day and

year first hereinabove written.




 




	

  I. C. ISAACS & COMPANY L.P.


  
	

   


  	

   


  
	

   


  	

   


  
	

  By:


  	

  I.C. ISAACS & COMPANY, INC.


  
	

   


  	

   


  
	

   


  	

   


  
	

  By: 


  	

  /s/ Robert J.

  Arnot


  
	

   


  	

  Robert J. Arnot


  
	

   


  	

  President


  
	

   


  	

   


  
	

   


  	

   


  
	

  EXECUTIVE


  
	

   


  	

   


  
	

   


  	

   


  
	

  /s/ Eugene C. Wielepski


  
	

  Eugene C. Wielepski


  
	

   


  	

   


  
	

   


  	

   


  
	

  For the limited

  purposes set forth in Section


  4.B:


  
	

   


  	

   


  
	

  I.C. ISAACS & COMPANY, INC.


  
	

   


  	

   


  
	

   


  	

   


  
	

  By: 


  	

  /s/ Robert J.

  Arnot


  
	

   


  	

  Robert J. Arnot


  
	

   


  	

  President


  





 




 




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