EXHIBIT
10.64

PORTIONS OF THIS EXHIBIT 10.64 MARKED
BY AN *** HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION.









	    	 CONFIDENTIAL TREATMENT




Deirdre Miles-Graeter
CK
Jeanswear World — Store License
8 Dec 2000/6 Sep 01/
13
Nov 01 /3 Dec 01 /16 Jan 02
6 March
2002


		Calvin
Klein








											
	CK
Jeanswear N.V.
 Olympic Palaza, 1st floor
 Fred. Roeskestraat
123.
 1076 EE Amsterdam		CK Jeanswear Asia Limited

Tower 1, The Gateway, Suite 3596
 25 Canton Rd., TST, Hong
Kong		CK Jeanswear Europe S.p.a.
 Via Provinciale
Lucchese,181/11
 50019 Sest Fiorentino

Italy
	







Re: ‘‘CK/Calvin
Klein Jeans Stores’’ — Europe and
Asia


Ladies and Gentlemen:

CK Jeanswear
N.V. (‘‘CKJNV’’) and Calvin Klein, Inc.
(‘‘CKI’’) previously entered into a store
license relating to the firm of the logo ‘‘CK/Calvin
Klein Jeans’’, which was subsequently (12 Jan 99)
assigned as to ‘‘Asia’’ to CK Jeanswear
Asia Limited (‘‘CKJ Asia’’), and which was
subsequently (2 Jan 98) sublicensed as to
‘‘Europe’’ to CK Jeanswear Europe S.p.A.
(‘‘CKJ Europe’’). This confirms that each
of CKJNV, CKJ Asia and CKJ Europe, each respectively
‘‘Operator’’ as applicable, and CKI have
agreed as follows, effective upon execution of this amended and
restated agreement as of 1 September
2001:

1. (a) CKI hereby grants to Operator a
license to use the trademark in the form of the logo
‘‘CK/Calvin Klein Jeans’’
(‘‘Mark’’) on and in connection with the
operation of a *** as defined in the amended and restated license
agreement dated as of 1 January  1997 between CKI and CK
Jeanswear Europe S.p.A., as amended to include *** as defined on the
date hereof in the amended and restated license agreement dated as of 1
January  1997 between CKI and CK Jeanswear Asia Ltd.
(‘‘CK Jeans A’’) (‘‘the
Master Asia License’’), and (iii) ***, hereinafter
the ‘‘Territory’’; for the sole purpose of
selling therein at *** (as hereinafter defined). Operator will sell
*** All use by Operator of the Mark is subject to CKI’s
prior approval. Operator will promptly, following execution of this
Agreement, deliver to CKI a proposed plan for any and each jurisdiction
in the Territory, in which it desires or intends to open Stores, for
CKI’s review, recommendations and in all instances reasonable
prior approval. *** to be covered by such plans and opened in the
‘‘Territory’’ defined in the Master Europe
License (the ‘‘Europe Territory’’) will ***
Operator shall provide CKI annually, not later than *** Operator is
required to
***





											
	 		Total
Additional		 
	***		 		*** 		 		*** 
	***		 		*** 		 		*** 
	***		 		*** 		 		*** 
	***		 		*** 		 		*** 
	






Operator
is to itself *** However, CKI shall permit Operator, and Operator will
***

(b) For purposes hereof, Merchandise shall consist only of
‘‘Articles’’ as respectively defined in the
Master Europe License and the Master Asia License.

(c) CKI
reserves the right to ***

(d) Notwithstanding the provisions of
*** Section 1(a)(ii) above, Operator shall be permitted to *** Any and
all such Stores shall be considered
‘‘Stores’’ for the purposes of this
Agreement, and shall be subject to the prior approval of CKI as to the
***, and shall be subject to all the terms of this Agreement
including but not limited to *** Operator shall not be permitted to
sublicense the rights under this Section 1(d) to any unaffiliated third
party.

2. (a) CKI shall have the right to approve
the number and each specific location of each Store (prior to the
execution of any lease or other commitment), and to approve the design,
signage, layout, fixtures and decoration of each such Store and to
designate the architect or Store planner utilized in connection with
the build-out of each such Store (as set forth below), as well as all
packaging, Store tags or labels, business 









	    	 CONFIDENTIAL TREATMENT





materials (including business cards),
advertising and promotional materials so as to ensure that the same are
of the highest quality, and are consistent with the
‘‘Calvin Klein’’ image. Operator recognizes
that CKI will grant such approvals as to location and number subject to
and consistent with its other programs for related retail outlets, and
only if such locations are reflected in the plan(s) approved pursuant
to Section 1(a).

Operator recognizes that its public actions and
statements con affect the image of CKI, the Mark, the Merchandise and
other trademarks used by CKI and/or its licensees and other designees,
CKI’s other licensees and their respective products.
Accordingly, (i) the use and release by Operator of any and all
advertising, promotional or publicity material (including press
releases and other public relations media events) and (ii) any other
corporate release, data or information which Operator has reason to
believe might become public and, if so, could affect such image, will
be prepared or conducted in consultation with and subject to the prior
approval of CKI’s Public Relations Department. After any such
approval, Operator will not modify such approved material or activities
in any respect, without CKI’s prior approval. CKI shall have the
right to inspect each Store to ensure compliance with this Agreement.
Operator shall co-operate with CKI in any such inspection, shall
promptly take steps to correct all deficiencies as noted by CKI during
or following such inspection and will bear the expense of any follow up
inspection.

(b) Operator
will:

			
		(i) 	bear all costs incurred in
connection with development, build-out and operation of the Stores,
including without limitation: (A) travel and other expenses and costs
of CKI’s designated architect and/or Store planner who will
design or approve the design of the Stores; (B) out-of-pocket expenses,
travel expenses and per diem expenses of CKI personnel, including
without limitation design, Store planning, Store opening set-up,
on-site inspections and visual display; (C) remit to CKI
***


			
		(ii) 	conduct and operate the
Stores in accordance with all applicable health, safety, occupancy, tax
and other governmental laws, rules and
regulations;


			
		(iii) 	maintain the
Stores in a sanitary condition and in good repair at all times, and in
accordance with the design, Store set-up (merchandising) and visual
display specifications, standards and guidelines of CKI, and refurbish
the Stores as may be reasonably necessary in order to keep the Stores
in an up-to-date
condition;


			
		(iv) 	employ only
competent, trained and exemplary personnel (and provide for dress codes
and uniforms for the same) including a General Manager for all retail
operations hereunder as well as Store managers, all subject to
CKI’s ongoing
approval;


			
		(v) 	retain public relations
personnel or consultants to promote the Mark and the Stores under the
supervision of and as approved by CKI and its public relations
personnel;


			
		(vi) 	purchase a supply of
Merchandise for each Store which constitutes, in the reasonable opinion
of CKI, a representative collection and which will satisfy consumer
demands;


			
		(vii) 	prepare and deliver to
CKI ***


			
		(viii) 	not dispute or
otherwise allege wrongful termination (except in the case of a bona
fide dispute as to whether Operator is or was in breach), in the event
this Agreement is terminated by CKI due to Operator’s breach or
default; and


			
		(ix) 	keep confidential
all material, data and proprietary information of CKI, which
shall include but not be limited to the design and decor
specifications and prototypes utilized in connection with the
Stores.


(c) Operator will expend such amounts for advertising and
promotion and public relations event (which shall be subject to the
approval of CKI) as are reasonable and appropriate in connection with
Operator’s exploitation of the license granted hereby, but not
less than *** during such Annual Period.









	    	 CONFIDENTIAL TREATMENT




(d) Upon reasonable prior written notice,
CKI and its representatives may, no more than once each year unless
good cause is shown, examine the books and records (and any and all
underlying data) of Operator during the term of the Agreement, and for
a period of three years following termination hereof. Such books,
records and data will be maintained for at least three years following
the year to which they relate.

3. (a) Operator
acknowledges that; (i) Calvin Klein Trademark Trust
(‘‘CKTT’’) CKTT is the owner, and CKI is a
beneficial owner, of all right, title and interest in and to the Mark
and the goodwill attached or will become attached thereto (including
goodwill arising from advertising expenditures applicable to the grant
hereunder); (ii) all use thereof by Operator will inure to the benefit
of CKTT; and (iii) CKTT and/or CKI retains all rights to use and to
grant others the right to use the Mark except as specifically granted
to Operator herein. Operator will not do or permit to be done anything
which will detract from the value or reputation of the Mark and do all
things which may reasonably be required by CKI in order to confirm
CKI’s beneficial ownership and CKTT’s ownership of the
Mark.

(b) In the event Operator learns of any infringement or
imitation of the Mark or use by any person of a trademark similar to
the Mark, it will immediately notify CKI. Operator will cooperate with
CKI in any action taken by CKI to protect its rights and those of CKTT
in and to the Mark. Operator will take no such action itself without
prior written approval of CKI.

4. Operator will
indemnify and save CKTT, CKI and Calvin Klein harmless from any and all
claims that may arise or be asserted against either of them from
Operator’s use of the Mark, Operator’s sale of the
Merchandise or Operator’s establishment, ownership or operation
of the Store, and all costs and expenses, including reasonable counsel
fees, incurred in connection with defense of the same. Operator will
procure and maintain insurance as reasonably required by CKI in order
to insure the property and contents of the Store and its operations,
and from liability claims as referred to
herein.

5. (a) The term of this Agreement shall
commence of the date hereof and shall continue in effect through the
current initial term (through 31 December  2005), and renewal
term(s) if any of the Master Europe License as to the
‘‘Territory’’ referred to in Section
1(a)(i), subject to compliance with the exploitation and Store roll-out
requirements noted in Section 1 hereof, and shall terminate
automatically and forthwith as to such
‘‘Territory’’ or termination of the Master
Europe License above and the current initial term, and renewal term(s)
if any of the Master Asia license as to the
‘‘Territory’’ referred to in Section
(a)(ii) and (iii) above, and shall terminate automatically and
forthwith as to such ‘‘Territory’’ on
termination of the Master Asia License.

(b) Except as set forth
otherwise in this section, in the event of any *** If Operator files a
bankruptcy petition, is adjudicated a bankrupt or becomes involved in a
bankruptcy or insolvency proceeding, this Agreement will terminate
automatically and forthwith. ***

(c) Upon termination of this
Agreement, Operator will immediately discontinue use of the Mark in
connection with the Stores, will alter the interior and exterior of the
Stores so as to distinguish them from their former appearance and will
dispose of any inventory of Merchandise, on a non-exclusive basis, only
in the ordinary course of business, or otherwise as specifically
directed by CKI, for a period not to exceed 90 days following the date
of such termination. No such disposal may occur unless Operator
provides CKI with a detailed schedule of its inventory, certified by
its chief financial officer in form and content satisfactory to CKI,
within 30 days following termination of this Agreement. Notwithstanding
the foregoing, CKI has the option, exercisable by written notice sent
either prior to or not later than 30 days following the date of
termination, to have any Store, and Operator’s entire interest
therein, assigned to it, (A) if such termination is due to breach by
Operator at the lower of (i) the net depreciated cost to Operator and
(ii) the then current market value of such Store, including the lease
thereof and the improvements therein, or (B) if for other reasons (or
upon expiration), at the then current market value of such Store,
including the lease and the improvements
therein.

6. Each party to this Agreement is an
independent contractor and nothing herein contained and no action
arising from or relating to this Agreement shall be construed to
constitute the parties as joint venturers or either as agent of the
other.









	    	 CONFIDENTIAL TREATMENT




7. No waiver, express or
implied, of any provision of this Agreement, or of any breach or
default hereof, shall constitute a continuing waiver hereof except as
expressly provided in a writing signed by the waiving
party.

8. (a) Neither this Agreement or any rights
granted hereunder may be assigned or otherwise transferred by Operator,
except as agreed on by CKI. Any sublicense agreement shall be in the
form attached hereto with only such modifications as CKI may approve in
advance; and the selection (identity) of any sublicensee shall also be
subject to CKI’s prior approval. *** The existing provisions of
the existing sublicenses which may conflict with the preceding sentence
are excepted.


( b) If Corrado and Marcello Fratini
cease to have the power directly or indirectly to elect or cause the
election of at least a majority of Operator’s directors and
direct the management and operations of Operator, CKI may immediately
terminate this Agreement by written notice. Operator will provide CKI
with at least 20 days’ prior notice of any event or transaction
that would activate the right of termination provided in the preceding
sentence. Except as provided above, this Agreement shall inure to the
benefit of and shall be binding upon the parties and their respective
successors and assigns.

9. This Agreement shall be
considered as having been entered into in the State of New York and
shall be construed and interpreted in accordance with the laws of that
state applicable to agreements made and to be performed therein.
However, disputes regarding the Mark shall be resolved in accordance
with the Federal trademark laws and related laws, statutes, rules and
regulations of the United States unless there are no Federal laws,
statutes, rules or regulations dispositive of such a dispute, in which
case such dispute shall be resolved in accordance with the laws of the
State of New York. Operator represents and warrants that it is not
entitled to immunity from judicial proceedings commenced in the State
of New York, U.S.A. (whether relating to state laws or federal laws)
and expressly agrees that, should any judicial proceedings be brought,
it will not claim any immunity from such proceedings and that they
shall be brought In New York, New York and shall be conducted in
English. Operator irrevocably submits to the jurisdiction of the courts
of the State of New York and/or the federal courts located therein and
waives the right to contest such jurisdiction and to the laying of
venue in such courts. Operator is completing forms relating to the
appointment of the Corporation Services Company to act as its agent for
service relating to any dispute or adjudication hereunder,
simultaneously with the execution of this Agreement and will maintain
such appointment throughout the term of this Agreement (including
extensions, renewals and the non-exclusive inventory disposal period
referred to herein).

If the foregoing fully and accurately
sets forth our understanding with regard to the subject matter hereof,
please so signify by signing below where indicated.


		Very
truly yours,





		CALVIN KLEIN,
INC.





		By:/s/
Illegible  




Agreed to:

CK
JEANSWEAR N.V.

By: /s/
Illegible  


CK JEANSWEAR ASIA
LIMITED

By: /s/
Illegible  


CK JEANSWEAR EUROPE
S.P.A.

By: /s/
Illegible  










	    	 CONFIDENTIAL TREATMENT





SCHEDULE
1(d)


OUTLET


***