EXHIBIT
10.70

PORTIONS OF THIS EXHIBIT 10.70 MARKED BY
AN *** HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION.









	    	 CONFIDENTIAL TREATMENT




CONFIDENTIAL — NEITHER
THIS DOCUMENT, ITS TERMS OR PROVISIONS OR THE RELATIONSHIP CONTEMPLATED
THEREIN IS TO BE DISCUSSED OR USED WITHOUT THE CONSENT OF CALVIN KLEIN,
INC. OR WF OVERSEAS FASHION C.V. A DRAFT DOES NOT CONSTITUTE AN
OBLIGATION OF THE PARTIES. NO BINDING AGREEMENT WILL RESULT UNLESS A
DEFINITIVE WRITTEN AGREEMENT IS EXECUTED AND DELIVERED BY THE PARTIES.
THERE IS NO OBLIGATION TO EXECUTE ANY SUCH AGREEMENT.

LICENSE AGREEMENT

BETWEEN

CALVIN KLEIN, INC.

AND

CK
JEANSWEAR EUROPE S.P.A.
 CK JEANSWEAR ASIA LIMITED

AND

WF OVERSEAS FASHION C.V.









	    	 CONFIDENTIAL TREATMENT





TABLE OF
CONTENTS






							
	ARTICLE
I.
GRANT
	1.1  License		 	 	 
	1.1.1  Exclusion
of Retail Sales		 	 	 
	1.1.2  Right to
Manufacture		 	 	 
	1.2  Reservation		 	 	 
	1.2.1  Retail
Stores; Company-Controlled
Stores		 	 	 
	1.2.2  E-Commerce/Promotional
Goods		 	 	 
	1.2.3  Third Party
Licensees		 	 	 
	1.3  Limitations		 	 	 
	1.4  Definitional
Disputes		 	 	 
	1.5  Exploitation of
the License		 	 	 
	1.5.1  Best
Efforts		 	 	 
	1.5.2  Non-Competition		 	 	 
	1.6  Showrooms;
In-Store Shops; Trade
Shows		 	 	 
	1.6.1  Showrooms		 	 	 
	1.6.2  In-Store
Shops		 	 	 
	1.6.3  Trade
Shows		 	 	 
	1.6.4  Visual Design
Personnel		 	 	 
	ARTICLE
II. LICENSE PERIOD
	2.1  License
Period		 	 	 
	ARTICLE
III. SALES
	3.1  Sales/Marketing and
Production
Plans		 	 	 
	3.2  Deliberately
Omitted		 	 	 
	3.3  Sales to CKI and
its
Employees		 	 	 
	ARTICLE
IV. LICENSE FEES
	4.1  Requirement of
Fees		 	 	 
	4.1.1  Percentage
Fees		 	 	 
	4.1.2  Gross and Net
Sales		 	 	 
	4.1.3  Minimum Guaranteed
Fees		 	 	 
	4.1.4  Allocation of
Minimum Guaranteed Fees and Percentage
Fees		 	 	 
	4.2  Statements		 	 	 
	4.3  Books
and
Records		 	 	 
	4.4  Underpayments		 	 	 
	4.5  Manner
of Payment		 	 	 
	4.6  Interest on
Late Payment		 	 	 
	4.7  No
Set-Off		 	 	 
	4.8  Taxes		 	 	 
	4.9  Financial
Statements		 	 	 
	4.10  Financial
Covenants		 	 	 
	ARTICLE
V. ADVERTISING AND
PROMOTION
	5.1  Advertising		 	 	 
	5.1.1  Initial
Support/Reimbursement		 	 	 
	5.1.2
  Advertising
Obligation		 	 	 
	5.1.3  CRK
Fee		 	 	 
	5.1.4  Co-operative
Advertising and Public Relations		 	 	 
	














	    	 CONFIDENTIAL TREATMENT








							
	5.2  ‘Usage’		 	 	 
	5.3  Approval
of Materials,
Activities		 	 	 
	5.4  Samples		 	 	 
	ARTICLE
VI. QUALITY AND
STANDARDS
	6.1  Distinctiveness and
Quality of the Licensed
Mark		 	 	 
	6.1.1  Consistency with
Other
Products		 	 	 
	6.2  Design		 	 	 
	6.2.1  Time
and Action
Calendar		 	 	 
	6.2.2  Themes		 	 	 
	6.2.3  Design
Concepts		 	 	 
	6.2.4  Certain Other
Approvals		 	 	 
	6.2.5  CKI
Designs		 	 	 
	6.2.6  Prototypes		 	 	 
	6.2.7  Final
Approval and
Sales		 	 	 
	6.3  Manufacture of
Licensed Products by Third
Parties		 	 	 
	6.4  Non-Conforming
Products		 	 	 
	6.5  Approvals		 	 	 
	6.6  Marketing,
Labeling, Packaging, Promotions, Business
Materials		 	 	 
	6.7  Inspection of
Facilities		 	 	 
	6.8  Samples and
Artwork		 	 	 
	6.9  Know-how		 	 	 
	6.10  Meetings		 	 	 
	6.11  Design
Direction		 	 	 
	6.12  Design
Rights		 	 	 
	6.13  Shops, Stores,
Retail Outlets		 	 	 
	6.14  Disposal
of Seconds and
Close-Outs		 	 	 
	6.14.1  Seconds		 	 	 
	6.14.2  Close-Outs		 	 	 
	6.15  Standards
of
Conduct		 	 	 
	6.15.1    Standards		 	 	 
	6.15.2    Audit
Requirement		 	 	 
	6.15.3    Approval		 	 	 
	6.15.4    Use
of
Facility		 	 	 
	6.16  Personnel		 	 	 
	ARTICLE
VII. THE LICENSED MARK
	7.1  Rights to
the Licensed
Mark.		 	 	 
	7.1.1  Ownership of
Licensed Mark		 	 	 
	7.1.2  No Adverse
Actions		 	 	 
	7.1.3  Registrations		 	 	 
	7.1.4  Survival		 	 	 
	7.2  Protecting
the Licensed Mark.		 	 	 
	7.3  Use of
the Licensed
Mark		 	 	 
	7.3.1  Compliance with
Legal Requirements		 	 	 
	7.3.2  Use
with Other
Name		 	 	 
	7.3.3  Execution of
Documents		 	 	 
	7.4  Ownership of
Copyright		 	 	 
	7.5  Infringements,
Counterfeits and Parallel
Imports		 	 	 
	














	    	 CONFIDENTIAL TREATMENT








							
	7.5.1  Infringements		 	 	 
	7.5.2  Counterfeits
and Parallel
Imports		 	 	 
	                            7.5.2.1    The
Network		 	 	 
	                            7.5.2.2    Diversion		 	 	 
	7.5.3  Criminal
Proceedings		 	 	 
	7.5.4  Enforcement
Activities		 	 	 
	7.5.5  Nature of
Proceedings		 	 	 
	7.5.6  Cooperation		 	 	 
	7.6
  Trademark
Security		 	 	 
	7.6.1  Counterfeit
Protection		 	 	 
	7.7  Use of Licensed
Mark on Invoices,
etc.		 	 	 
	7.8  Monitoring		 	 	 
	ARTICLE
VIII. TERM AND
TERMINATION
	8.1  Expiration		 	 	 
	8.2  Other
Rights Unaffected		 	 	 
	8.3  Right of
Termination of the
License		 	 	 
	8.4  Termination With
Notice and Right to
Cure		 	 	 
	8.5  Effect of
Termination		 	 	 
	8.6  Inventory Upon
Termination		 	 	 
	8.7  Freedom to
License		 	 	 
	8.8  Rights
Personal		 	 	 
	8.9  Trustee in
Bankruptcy		 	 	 
	8.10  Compensation		 	 	 
	ARTICLE
IX. INDEMNIFICATION AND
INSURANCE
	9.1  Indemnification by the
Licensee		 	 	 
	9.2  Notice of Suit or
Claim		 	 	 
	9.3  Indemnification by
CKI		 	 	 
	9.4 Insurance		 	 	 
	9.4.1  Requirement		 	 	 
	9.4.2  General
Provision		 	 	 
	9.4.3  Approved
Carrier/Policy
Changes		 	 	 
	9.4.4  Evidence of
Coverage		 	 	 
	9.4.5  Territory		 	 	 
	ARTICLE
X. COMPLIANCE WITH LAWS
	10.1  Compliance
with Laws		 	 	 
	10.2  Equitable
Relief		 	 	 
	ARTICLE XI.
MISCELLANEOUS		 	 	 
	11.1  Warranties and
Representations of the
Parties		 	 	 
	11.2  Definitions		 	 	 
	11.3  Notices		 	 	 
	11.4  Assignment		 	 	 
	11.5  Sublicense		 	 	 
	11.6  Assignment by
CKI		 	 	 
	11.7  No
Agency		 	 	 
	11.8  Suspension of
Obligations		 	 	 
	11.9  Benefit		 	 	 
	11.10  Entire
Agreement;
Amendment		 	 	 
	11.11  Non-Waiver		 	 	 
	














	    	 CONFIDENTIAL TREATMENT








							
	11.12  Severability		 	 	 
	11.13  Headings		 	 	 
	11.14  Counterparts		 	 	 
	11.15  Governing
Law		 	 	 
	11.16  Jurisdiction		 	 	 
	11.17  Non-Solicitation		 	 	 
	11.18  Confidentiality		 	 	 
	11.19  Cross-Termination		 	 	 
	11.20  Assignment
Within Warnaco
Family		 	 	 
	










											
	SCHEDULES		 		 
	SCHEDULE
6.13		APPROVED ACCOUNTS		 
	SCHEDULE
6.14		APPROVED SECONDS AND CLOSE-OUTS
ACCOUNTS		 
	SCHEDULE S		SHAREHOLDERS		 
	EXHIBITS		 		 
	EXHIBIT
T		TERRITORY		 
	EXHIBIT
P		PRODUCTS		 
	EXHIBIT B		ROYALTY
STATEMENT		 
	EXHIBIT D		THIRD-PARTY
MANUFACTURING AGREEMENT		 
	EXHIBIT
E		PRODUCTION FACILITY EVALUATION
FORM		 
	






SCHEDULE OF CALVIN KLEIN TRADEMARKS
CL. 18









	    	 CONFIDENTIAL TREATMENT





LICENSE AGREEMENT


LICENSE
AGREEMENT, dated as of January 31, 2006, between CALVIN KLEIN, INC.
("CKI"), a New York corporation, and
CK JEANSWEAR EUROPE S.P.A., an Italian corporation
("CKJE"), CK JEANSWEAR ASIA LIMITED, a Hong
Kong corporation (hereinafter individually and collectively the
"CKJA", and together with CKJE,
"Licensee") and WF Overseas Fashion
C.V., a limited partnership ("commanditaire
vennootschap") organized and existing under the laws
of the Netherlands ("Warnaco").

WITNESSETH:

WHEREAS, Licensee desires to obtain from
CKI, and CKI is willing to grant to the Licensee, a license in the
Territory (as hereinafter defined), to use the trademark
"CALVIN KLEIN" to be used in the logo
form "Calvin Klein Jeans" in the form
designated by CKI from time to time ("Licensed
Mark") in connection with the manufacture, wholesale sale,
distribution, advertising and promotion of certain women's and
men's "jeans"-styles, type or
"level "small leather goods/accessories,
handbags items , as defined in Exhibit P (the
"Products"), subject to the terms
contained in this Agreement. Products bearing the Licensed Mark are
hereinafter referred to as "Licensed
Products."

WHEREAS, Warnaco U.S., Inc. a
Delaware corporation, is the general partner of WF Overseas Fashion
C.V., and, solely in such capacity, is executing this Agreement on
behalf and for the exclusive risk and benefit of WF Overseas Fashion
C.V.

NOW, THEREFORE, the parties hereto agree as
follows:

ARTICLE I.    GRANT

1.1    License.    CKI hereby grants to the Licensee an
exclusive license (the "License"),
without the right to assign, and the right to sublicense with
CKI's prior written consent exercisable in CKI's sole and
absolute discretion (not to be unreasonably withheld or delayed), and
subject to and in accordance with the terms contained in this
Agreement, to use the Licensed Mark, during the License Period in
connection with the manufacture and sale, distribution, advertising,
and promotion in the "Territory," set forth
on Exhibit T, of Licensed Products to approved customers ***


1.1.1    Exclusion of Retail
Sales.    The License excludes the sale, distribution, and
promotion of Licensed Products via commerce conducted on, made
available through, or facilitated by *** or upon the prior
approval of CKI, which CKI may withhold in its sole and absolute
discretion. The License also excludes the right to *** only as
approved by CKI, and except as permitted as to such Licensed Products
pursuant to other agreements between the parties (and their
affiliates). However, the foregoing does not ***


1.1.2    Right to Manufacture.    The
Licensee's right to manufacture in the Territory and elsewhere in
the world is non-exclusive (others may and will have the right to
produce Products within the Territory for export and sale outside the
Territory). Licensee shall have the right to import into the Territory
Licensed Products manufactured outside the Territory;
provided, however, that the Licensee takes reasonable
precautions to prevent all labels, tags, packaging material, business
supplies and advertising and promotional materials and all other forms
of identification bearing the Trademark (collectively,
"Labels") from being used otherwise
than in connection with the distribution and sale of Licensed Products
within the Territory. The Licensee shall neither export Licensed
Products from the Territory, nor sell Licensed Products to any entity
which it knows, or reasonably should know, intends to export Licensed
Products from the Territory.

1.2    Reservation.    CKI reserves all rights in and
to the Licensed Mark except as specifically granted herein including,
without limitation, those rights set forth in this § 1.2. CKI may
exercise any of its rights, or authorize others to exercise such
rights, at any time, in accordance with the terms and conditions set
forth herein.

1.2.1    Retail Stores;
Company-Controlled Stores.    CKI reserves the right ***
However, CKI shall, in connection with the sale, distribution and
promotion of Licensed Products through the CKI 









	    	 CONFIDENTIAL TREATMENT





Stores, purchase Licensed Products from the
Licensee, at mutually agreed upon prices, terms and conditions,
provided that Licensee timely produces, ships and delivers such
Licensed Products in quantities as may reasonably be required by CKI.
If (i) Licensee cannot sell or supply any Licensed Products due to a
continuing force majeure event or other event outside of
Licensee's reasonable control (i.e., more than thirty calendar
days) or (ii) Licensee fails to timely deliver for two consecutive
quarters a significant portion of the products so ordered (other than
minor shortages), then during the pendency of such force majeure event
or after such failures to deliver, CKI or its Affiliates shall have the
right to manufacture or have manufactured for it by others, and to
sell, distribute and promote Licensed Products through CKI Stores for
the next two years, at which time the provisions hereof shall again
apply. CKI shall also require that any such retail stores in the
Territory owned or operated by an authorized licensee of CKI shall
purchase the Licensed Products from Licensee. The Licensee acknowledges
and agrees that *** for purposes of § 4.1.1, § 5.1.2, and
§ 5.4 hereunder.

1.2.2    E-Commerce/Promotional
Goods.    CKI reserves the right to *** In the case of
E-commerce arrangements covering ***


1.2.3    Third Party Licensees.    CKI
may grant third parties the right to produce Products for distribution
and sale outside the Territory. Licensee agrees to fully co-operate
with such third parties, and upon CKI's request, Licensee will,
furnish samples of Licensed Products, provide at cost (without markup),
any patterns, trim samples, samples of garments and other materials,
names of contractors and sources of supply, reasonably necessary to
manufacture Licensed Products as reasonably requested on a timely basis
by such licensees, in accordance with such third parties'
reasonable design and production schedules and subject to appropriate
confidentiality undertakings. Licensee will timely supply CKI's
distributors or other third party licensees outside the Territory, with
Licensed Products for distribution in such quantities as CKI may
reasonably request on such credit or other terms as Licensee may impose
on its customers generally, ***


1.3    Limitations.    The Licensee understands and
agrees that CKI, and its other licensees and sublicensees, may
manufacture or authorize third parties to manufacture Licensed Products
in the Territory for sale outside of the Territory, or to manufacture
and sell or authorize third parties to manufacture and sell products of
any and all types and descriptions other than the Products in or
outside the Territory. In this regard, the Licensee acknowledges and
agrees that products that bear some similarity of design to the
Licensed Products may be manufactured, distributed or sold in the
Territory in connection with the Licensed Mark by either CKI or a third
party authorized to use the Licensed Mark, and the Licensee further
acknowledges and agrees that such similarity of design will not be
deemed a breach of or default under this Agreement. In addition, no
license is granted hereunder for the manufacture, sale or distribution
of the Licensed Products to be used for publicity purposes (other than
publicity of the Licensed Products), in combination sales or as
premiums or giveaways, or to be disposed of under or in connection with
similar methods of merchandising, such rights being specifically
reserved for CKI or otherwise subject to CKI's prior review and
approval. Licensee agrees that the marketing, placement and
distribution of Licensed Products in the Territory may but shall not
necessarily be the same as that for Products being sold in the U.S. or
elsewhere in the world by CKI's duly authorized licensee, but
shall be commensurate with the marketing, placement and distribution of
Licensed Products in comparison with other competitive and
competitors' jeanswear lines sold both in the U.S. and the
Territory.

1.4    Definitional Disputes.    The
Licensee acknowledges that due to the nature of the marketplace, the
definition of Products may change or may not be amenable to precise
delineation. In addition, the Licensee acknowledges that CKI does have
and may hereafter have, other licensees within the Territory. However,
CKI will use its reasonable efforts to *** In the event of any
dispute between the Licensee and any other licensee of CKI in the
Territory with respect to whether particular merchandise is covered by
one or the other of their respective licenses, or there is otherwise a
dispute over the definition of Licensed Products, CKI shall render,
based upon its reasonable (but with all due consideration given to
aesthetic and quality factors) good faith judgement, commercial
reasonableness, and a reasonable written determination.









	    	 CONFIDENTIAL TREATMENT




1.5    Exploitation of the
License.

1.5.1    Best
Efforts.    At all times during the License Period, the Licensee
shall use its reasonable best efforts to exploit the License throughout
each and every country of the Territory, including, but not limited to:
(i) selling what reasonably constitutes a full line of Products within
each seasonal collection of Licensed Products (each, a
"Collection"), subject to seasonal
differences, and a sufficiently representative quantity of each type of
Product within each Collection; (ii) timely developing, producing and
offering for sale the Licensed Products so that they may be sold and
shipped to consumers on a timely basis; (iii) maintaining a sales force
sufficient to provide effective distribution throughout all areas of
the Territory; (iv) cooperating with CKI's and any of its
licensees' marketing, merchandising, sales, and
anti-counterfeiting programs as may be applicable, and (v) maintaining
necessary financial position to adequately support the operations and
obligations herein.

1.5.2    Non-Competition.     The Licensee
shall devote itself and all of its employees and operations exclusively
to the operations of this license and other "CALVIN
KLEIN" operations licensed by CKI. The Licensee's
Affiliates shall not enter into or obtain from any person or entity a
license in the Territory for any of the Products bearing the name of
any designer or designer brand (or any derivative or formative thereof)
of *** without the prior written consent of CKI and except for
arrangements and agreements in effect on and as of the Effective Date
of this Agreement. ***


1.6    Showrooms; In-Store
Shops; Trade Shows.    

1.6.1    Showrooms.    Licensee shall maintain
a separate area within its existing jeanswear showrooms in Milan, the
United Kingdom, Hong Kong (and, if applicable, Tokyo) and wherever else
it maintains jeanswear apparel showrooms. Such showroom area (s) shall
be used for the sole purpose of displaying, promoting and selling
Licensed Products. All such separate areas in the showrooms shall be
subject to the standards of CKI, and shall be designed and maintained
in conformity with the prestige associated with the Licensed Mark. The
plans for each showroom area , including décor, set-up and
display (and material changes thereto), and for any renovations thereto
shall be subject to the reasonable prior written approval of CKI, which
approval shall not be unreasonably withheld or delayed;
provided, however, that CKI shall have 10 business
days after its receipt of such plans to approve or disapprove such
plans or such longer period as is reasonable under the circumstances.
Promptly after the execution of this Agreement and the bridge apparel
agreement , CKI and the Licensee will mutually agree *** The
Licensee may (i) display the Licensed Mark on showroom doors and office
directories and (ii) display the Licensed Products for sale in other
showroom spaces, subject to the prior written approval of CKI. The
parties shall meet upon request to establish a budget for required or
requested renovations to the showrooms.

1.6.2    In-Store Shops.    The Licensee will
participate in in-store shop or fixturing programs, with the
Licensee's customers throughout the Territory, and will spend
amounts on in-store décor, refurbishments and fixturing
(including development costs of consultants for design and fixturing
prototypes and on sales personnel or coordinators, sufficient to ensure
and the appropriate as may be applicable to enhance the presentation of
Licensed Products within its retail accounts, including appropriate
stocking and merchandise mix, to be developed with and under the
direction of CKI (and outside consultants where required by CKI for the
prototype development). Appropriate budgets for such in-store shop
programs shall be developed, reviewed and agreed upon by the parties.
All such programs shall be designed in conformity with the prestige
associated with the Licensed Mark, and plans for any such shop-in-shop
areas shall be subject to the prior written approval of CKI. In-shop
décor, refurbishing and fixturing are essential to the
exploitation of the License Agreement; in addition to other expenses
hereunder (and not considered either a qualified Co-op or
Public Relations expenditure).

1.6.3    Trade
Shows.    The Licensee shall display the Licensed Products at a
separate booth space at all tradeshows attended by the Licensee to
promote Products. The design of such booth shall be developed in
consultation with CKI's visual design personnel, as provided in
§ 1.6.4.

1.6.4    Visual Design
Personnel.    The Licensee shall consult with and utilize
CKI's visual design personnel in connection with the design,
development and construction of showrooms, trade show booths,










	    	 CONFIDENTIAL TREATMENT





fixturing, signage and any in-store shops or
in-store areas for the sale of Licensed Products within the stores of
the Licensee's customers, and shall provide all funds necessary
in connection therewith (including, but not limited to, reasonable
per diem rates for work performed by CKI's visual display
personnel based upon estimated amounts or anticipated expenditures, as
provided or discussed and agreed upon in advance, or based upon
agreed-upon-in-advance budgets), it being understood and agreed that
the fabrication, manufacturing, production or construction of
showrooms, trade show booths and fixtures may be performed by third
parties. All such design, development and construction shall be subject
to CKI's ongoing approval. Licensee will arrange for the opening
of shop-in-shops within department stores and specialty stores using
appropriate fixtures and signage, and to maintain seasonal visual
display and "set-ups" of Licensed Products,
as approved by Licensor, and to fully stock such shop-in-shops with an
appropriate merchandise mix of Licensed Products, all as approved by
CKI, pursuant to and consistent with Licensee's shop-in-shop
development program. Such in-store development programs shall be
financed in a manner comparable to and commensurate with those of
CKI's competitors as to Licensed Products. CKI may periodically
inspect Licensee's showrooms, shows at trade exhibitions, and
such shop-in-shops . Any such inspection will be at CKI's expense
unless CKI determines as a result of such inspection that
Licensee's showrooms, trade exhibition shows or in-store shops or
in-store areas have not been maintained in accordance with
CKI's specifications, in which case Licensee will at its expense
promptly make any modifications to design, layout, decor, visual
display or merchandise display formats as CKI may reasonably require
and will bear the costs incurred in connection therewith, including any
costs incurred by CKI in connection with follow-up inspections to
determine the satisfactory completion of such modifications. The
Licensee shall also promptly reimburse CKI for the reasonable costs and
expenses of any CKI personnel, such as visual display, advertising and
public relations (other than design), with respect to services
performed by CKI under this § 1.6 or otherwise requested by the
Licensee based upon estimated amounts or anticipated expenditures, as
provided or discussed in advance, and based upon agreed-upon-in-advance
budgets. In addition, the Licensee shall pay or reimburse CKI for
reasonable out-of-pocket expenses incurred by CKI or its
representatives, whether for travel or otherwise, including round-trip
business-class airfare or first-class airfare if provided by
CKI's internal travel policies in effect from time to time, hotel
accommodations and food and local transportation, in connection with
this Agreement, such as travel to Italy to review or approve
prototypes, based upon estimated amounts or anticipated expenditures,
as provided and discussed in advance with Licensee, and based upon
agreed-upon-in-advance budgets.

ARTICLE II.    LICENSE
PERIOD

2.1    License Period.     The license
period shall commence effective 1 January 2006, with certain
preliminary design and development being initiated prior to 1 January
2006 ("preliminary period"), with the Spring
2006 season being anticipated to be the first season for which Licensed
Products will be offered for sale (and the parties may initiate
preliminary design and other development in contemplation thereof in
order to be able to offer for sale such Spring 2006 season,
but if the time for development, presentation, production,
marketing and showroom is deemed by the parties to be not sufficient to
timely and appropriately launch such Collection, the initial season
shall be Fall 2006 (or Pre-Fall 2006). The term shall end forty (40)
years from the closing of the Transaction described and defined in the
Heads of Agreement dated 29 September 2005 between, inter alia, CKI and
Warnaco Inc. , (not to be later than 31 December 2006), on 31 December
2046, unless sooner terminated as herein provided. The first period
commencing 1 January 2006 and ending on 31 December 2006, including the
preliminary period, and each 12-month period commencing on 1 January
thereafter during the License Period are each referred to herein as an
"Annual Period." Notwithstanding the
foregoing, the Licensee shall not commence offering Licensed Products
for the Spring 2006 season unless and until CKI determines in its
good-faith judgement (including aesthetic and creative considerations)
that all elements necessary for a successful launch, including, without
limitation, product design, development and production, marketing
strategy, advertising materials and placement, and if applicable,
launch events, have been satisfied. The term of this Agreement may
sometimes be referred to as the "License
Period" or
"Term."









	    	 CONFIDENTIAL TREATMENT




The Minimum Net Sales Thresholds for each
Annual Period are as indicated
below:





																			
	Annual
Period		Year		Minimum
Net
Sales*
Thresholds
	 		 		***		***		***
	***		***		***		***		***
	***		***		***		***		***
	***		***		***		***		***
	***		***		***		***		***
	***		***		***		***		***
	***		***		***		***		***
	***		***		***		***		***
	***		***		***		***		***
	***		***		***		***		***
	***		***		***		***		***
	***		 		 		 		 
	***		***		***		***		***
	***		 		 		 		 
	***		***		***		***		***
	***		 		 		 		 
	***		***		***		***		***
	






		
	*
	For purposes of calculating Net Sales for the
MNST's, ***


If Licensee fails to attain the minimum
net sales thresholds ("MNST's") of
Articles during any Annual Period, as set forth above (except as
specifically indicated in the immediately following paragraph),
***


Notwithstanding the foregoing, if Licensee has ***
Expiration or termination of the License shall not affect any
obligation of the Licensee to make payments hereunder accruing prior to
such expiration or termination.

ARTICLE III.    SALES

3.1    Sales/Marketing and Production Plans.    
Licensee shall deliver to CKI:
***


3.2    Deliberately Omitted.

3.3    Sales to CKI and its Employees.    The Licensee
shall be obligated to sell Licensed Products to CKI, its Affiliates and
its third-party store licensees, for sale and distribution by (i) CKI
and its Affiliates through CKI Stores, via E-Commerce, or otherwise; or
(ii) by its third-party store licensees, through the stores of such
licensees. The Licensee acknowledges and agrees that such sales of
Licensed Products shall be in quantities designated by CKI, its
Affiliates, or reasonably required by its licensees, as the case may
be, and shall be at the ***


ARTICLE IV.    LICENSE
FEES

4.1    Requirement of Fees.     All Licensed
Products sold by the Licensee or its Affiliates (including those from
which the Licensed Mark may have been removed, e.g., irregulars)
require the payment of Fees by the Licensee to CKI as set forth in this
Article IV, except as otherwise provided in § 4.1.1.
"Affiliates" of any party means all
individuals and business entities, whether corporations, limited
liability companies, partnerships, joint ventures or otherwise, which
now or hereafter control, or are controlled, directly or indirectly, by
such party, or are under common control with such party.









	    	 CONFIDENTIAL TREATMENT




4.1.1    Percentage
Fees.     In respect of each Annual Period or portion thereof
during the License Period, the Licensee shall pay CKI Percentage Fees
computed *** as follows:





											
	Annual
Period/Year		***		***
	***		***		***
	***		***		***
	***		***		***
	***		***		***
	***		***		***
	






		
	*
	The rates applicable to *** as defined herein shall
be as noted, provided that in each such case such ***


		
		For sales directly at ***, as noted in §
1.2.1 or § 1.2.3.


		
		As noted in §
1.2.1 above, the Percentage Fee shall be***


		
		Percentage Fees shall be accounted for and payable
***


4.1.2    Gross and Net
Sales.     "Gross Sales"
means *** "Net Sales"

4.1.3    Minimum Guaranteed Fees.     In
respect of each Annual Period or portion thereof during the License
Period, the Licensee shall pay to CKI the minimum fees listed below
(the "Minimum Guaranteed Fees" or
"MGF's")
***






															
	Annual
Period/Year		Minimum

Guaranteed
Fee (MGF)
 (US
$)		            
	 		***		***		***
(TBD Separately from Asia)
	1
(2006)		***		***		 
	2
(2007)		***		***		 
	3
(2008)		***		***		 
	4
(2009)		***		***		 
	5
(2010)		***		***		 
	6 through
10
(2011
through
2015)		***		***		*
	11
through 15
(2016
through
2020)		***		***		*
	16
through 20
(2021
through
2025)		**		**		**
	21
through 25
(2026
through
2030)		**		**		**
	26
through 30
(2031
through
2035)		**		**		**
	31
through 35
(2036
through
2040)		**		**		**
	36
through 41
(2041
through
2046)		**		**		**
	 		 		 		 
	 		***		 		 
	














	    	 CONFIDENTIAL TREATMENT




4.1.4    Allocation of
Minimum Guaranteed Fees and Percentage Fees.     For purposes of
CKI internal allocation, *** of the Minimum Guaranteed Fees and *** of
the Percentage Fees shall be allocated as a royalty for the use of the
Licensed Mark and the remaining *** shall be allocated as
"fees" for the design, including the reviews
and approval procedures, and other overall services under or relating
to the Agreement.

4.2    Statements.    Quarterly
within each Annual Period 30 days in arrears, the Licensee shall
deliver to CKI *** or in such simplified format as may be agreed
to by the parties, signed by the *** stating that the Licensee
is in compliance with the terms and conditions hereof and setting
forth *** Licensee will use all reasonable efforts to provide
Licensor with *** Within 90 days of the end of each Annual Period, the
Licensee shall also deliver to CKI a *** and in accordance with the
provisions hereof. Receipt or acceptance by CKI of any statement
furnished, or of any sums paid by the Licensee, shall not preclude CKI
from questioning their correctness at any time; provided,
however, that reports submitted by the Licensee, shall be
binding and conclusive on the Licensee.

4.3    Books and
Records.     The Licensee shall, at its sole cost and expense,
maintain complete and accurate books and records (specifically
including, without limitation, the originals or copies of documents
supporting entries in the books of account or electronic records)
covering all transactions arising out of or relating to this Agreement.
Such books and records shall be maintained in accordance with
international accounting principles generally accepted in Italy, and
under the laws thereof ("GAAP"). CKI and its
duly authorized representatives shall have the right, upon reasonable
prior written notice from CKI and during normal business hours, once
during each Annual Period and for three years after such Annual Period,
to examine and copy said books and records and all other documents and
materials in the possession of and under the control of the Licensee
with respect to all transactions arising out of or relating to this
Agreement (such audits are to be completed within 6 months of
commencement, provided Licensee and its accountants promptly
respond fully and completely to all inquires of CKI, including all
books, records, back-up, answers to question and other reasonable
requests, and afford CKI and its representatives entry and
accommodations at all times during such period). Each Annual
Period shall be subject to audit once (and when finalized as
provided hereunder, not subject to additional audits under this
Agreement (except CKI's shareholders)). The exercise by CKI of
any right to audit at any time or times or the acceptance by CKI of any
statement or payment shall be without prejudice to any of CKI's
rights or remedies. (Nor will any acceptance of audit results affect or
limit any rights of CKI as a shareholder.) The Licensed Products shall
be assigned style numbers unique from any other products the Licensee
may manufacture or sell. The style number assigned to each Licensed
Product shall be identical to the style number utilized to identify the
Licensed Product in all of the Licensee's books and records. All
documents evidencing the sale of Licensed Products shall state the
style number of each such Product. The Licensee shall not use terms
such as "assorted" or
"irregular" without a style specification
with respect to the Licensed Products. Once finalized and all disputes
resolved, as provided hereunder and under § 4.4, results shall be
binding on both parties under this Agreement.

4.4    Underpayments.     If, upon any examination of
the Licensee's books and records pursuant to § 4.3, CKI
shall discover any Fee underpayment by the Licensee, the Licensee will
make all payments required to be made to correct and eliminate such
underpayment within 10 days of CKI's demand together with
interest thereon. In addition, if said examination reveals a Fee
underpayment of *** or more for any Annual Period, the Licensee
will reimburse CKI for the reasonable out-of-pocket cost of said
examination within 10 days of CKI's demand. In the event Licensee
disagrees with any finding underlying CKI's demands, it shall so
notify CKI within 15 business days of demand, with reasons and
specifics as to why. The parties will then promptly meet and fully
co-operate on a continuing, best-efforts basis to present any
"counter finding" or other back-ups and in
good faith resolve the same before payment is due. Notwithstanding the
foregoing, if such dispute remains unresolved within 90 days of
Licensee's receipt of CKI's initial demand (unless extended
by CKI) despite and provided CKI has used good faith best efforts to
resolve within said time period, CKI's last demand or final
demand as may have been revised during such post audit meetings or
discussions shall apply, and Licensee shall promptly remit such amounts
(and interest).









	    	 CONFIDENTIAL TREATMENT




4.5    Manner of
Payment.     All payments required by the Licensee hereunder
shall be made to CKI in US $ dollars via wire transfer specifying
federal funds ***


The Percentage Fees based upon Net
Sales made in a currency other than US $ dollars (and certain other
amounts provided for or contemplated under this Agreement), if
applicable, shall be computed on the basis of the conversion rate of
the currency in which the sale or other transaction occurred into US $
dollars in effect, as published in the Wall Street Journal, as of the
close of business on the last business day of the relevant quarterly
period during the Annual Period, and two (2) business days prior to the
remittance due date (or where no remittance "due
date" is applicable, the remittance date) for other
applicable amounts. In the event that the Licensee is required to
withhold certain amounts for payment to the appropriate governmental
authorities, the Licensee will supply to CKI the official receipts
evidencing payment therefore, promptly upon receipt (as noted
in §4.8).

4.6    Interest on Late Payment.    
In addition to any other remedy available to CKI, if any payment due
under this Agreement is delayed for any reason, including, without
limitation, as a result of any Fee underpayment, interest shall accrue
and be payable, to the extent legally enforceable, on such unpaid
principal amounts from and after the date on which the same became due,
at the rate of ***


4.7    No Set-Off.    
The obligation of the Licensee to pay Fees hereunder shall be absolute,
notwithstanding any claim which the Licensee may assert against CKI.
The Licensee shall not have the right to set-off, compensate or make
any deduction from such Fee payments for any reason whatsoever.

4.8    Taxes.     The Licensee will bear all taxes,
duties and other governmental charges in the Territory relating to or
arising under this Agreement, including, without limitation, any state
or federal income taxes on the Licensee (except withholding taxes on
Fees due CKI and taxes on CKI's income), any stamp or documentary
taxes or duties, turnover, sales or use taxes, value added taxes,
excise taxes, customs or exchange control duties or any other charges
relating to or on any Fee payable by the Licensee to CKI. The Licensee
shall obtain, at its own cost and expense, all licenses, Federal
Reserve Bank, commercial bank or other bank approvals, and any other
documentation necessary for the importation of materials and Products
and the transmission of Fees and all other payments relevant to the
Licensee's performance under this Agreement. If any tax or
withholding is imposed on Fees, that is, and to the extent it may
become applicable, when or where payments of Minimum Guaranteed Fees
and/or Percentage Fees are made directly to CKI from any jurisdiction
outside the United States, the Licensee shall compute and pay on behalf
of CKI all withholding taxes which any governmental authority in the
Territory may impose on CKI with respect to the Fees paid by the
Licensee to CKI. The amount of such taxes shall be appropriately
deducted from payments, and immediately paid to such
governmental authorities. Such amounts shall not be held in
reserve by Licensee pending later due dates. The Licensee shall obtain
and provide certified proof of the tax payment of the amount withheld,
and promptly transmit it to CKI. In the event such taxes are not paid
when due, all resulting penalties and interest shall be borne by the
Licensee.

4.9    Financial Statements.     Licensee
shall deliver to CKI,:

(i) within 180 days after the
close of each of Licensee's fiscal year's during or
concurrent with an Annual Period, copies of its annual financial
reports (balance sheets, statements of income and cash flow) which may
be unaudited (but if the Licensee otherwise prepares or is otherwise
required to prepare, audited reports, it will so provide them to CKI)
prepared in accordance with International GAAP, reported on by a
recognized accounting firm together with English translation thereof;
and

(ii) within 60 days after the close of each calendar
quarter copies of its quarterly financial reports, which will be
prepared on a basis consistent with the annual financial reports.

    Financial Covenants.     Licensee (and its parent
Warnaco Inc.) will ***


Licensee will immediately upon the
occurrence of any default deliver a certificate by its Chief Financial
Officer setting forth the details of any such default and action the
Licensee is taking or proposed to take with respect
thereto.









	    	 CONFIDENTIAL TREATMENT




ARTICLE V.    ADVERTISING AND
PROMOTION

5.1    Advertising.    

5.1.1    Initial Support/Reimbursement.    
Deliberately Omitted.

5.1.2    Advertising
Obligation.    For each Annual Period, the Licensee shall remit
to CKI an amount (the "Advertising
Obligation" or "Minimum Advertising
Expenditure," a/k/a
"MAE") equal to
***






							
	Annual
Period/Year		Minimum
Advertising
Expenditure

(US
$)
	***		***
	***		***
	***		***
	***		***
	***		***
	






The
Licensee shall pay to CKI in respect of the Advertising Obligation for
each Annual Period, no later than *** CKI shall use the
Advertising Obligation, in its sole and absolute discretion, in
connection with the advertising, marketing and promotion of the
Licensed Mark and the Licensed Products. Although the final decision as
to the advertising program's form, content and placement must
remain with CKI, CKI agrees to consider Licensee's input and
agrees that prior to the commencement of each campaign season, CKI and
CRK will meet and listen to Licensee's needs and overall
strategy, and CKI and CRK will also review CRK's concepts for the
upcoming season with Licensee. (Although CRK will give reasonable
consideration as to Licensee's input, decisions will be in
CKI's sole discretion and based on CKI's subjective
aesthetic judgement and other considerations.) If there are material
changes to what CKI, CRK and Licensee discussed at the beginning of the
season by CKI, CRK will apprise Licensee of the same. ***


5.1.3    CRK Fee.     As the advertising agency
heretofore responsible for advertising campaigns relating to
" Calvin Klein" and Licensed Mark activities,
CRK Advertising ("CRK"), a division
of CKI, has developed certain expertise regarding the image of the
Licensed Mark. *** Notwithstanding anything to the contrary in
the foregoing, in no event shall CKI require the Licensee to ***

5.1.4    Co-operative Advertising and Public
Relations.     *** All Co-operative Advertising shall be
(i) in accordance with the parameters reasonably promulgated by CKI
from time to time, including, without limitation, creative, as approved
by CKI, as well as the Licensed Products presented in such Co-operative
Advertising, and timing and applicable placement (the publication as
well as the particular location within the publication) (sometimes
referred to as a "media plan"), and (ii)
subject to CKI's approval as provided in § 5.1.3. The
Licensee shall be obligated to notify its accounts of these
requirements and ensure their compliance with such requirements,
including obtaining CKI's approval prior to use. The Licensee
shall provide CKI with ***


For purposes of this Agreement
"Co-operative Advertising" means
advertisements by or in connection with retail accounts in local
publications, such as newspapers and certain approved retail catalogs
(for Calvin Klein Bridge Stores), if any, which CKI may specifically
approve in writing after viewing the same), and applicable
"sharing" of expenses by such retail account
with the Licensee, by way of advertising reimbursements, credits,
charge-backs, or payments, only. Expenditures for
"co-op" advertising not included within the
definition hereunder or not in compliance with CKI's parameters
will not constitute a "qualified" expenditure
for Co-operative Advertising hereunder.

"Co-operative Advertising" does not
include and shall not consist of advertisements in trade publications
(except for certain prestigious fashion trade publications as may be
approved by CKI in writing on a case-by-case basis) or any expenses or
costs of (without limitation) packaging, fixturing, display materials,
point-of-sale ("POS") or point-of-purchase
("POP") materials, or advertising or selling










	    	 CONFIDENTIAL TREATMENT





materials or
"tools" or seminars or training sessions,
in-store merchandising contributions or sharing of expenses, or any
other selling or merchandising expenses or events, or any promotional
materials, events or activities, such as press kits, goody bags
(gifts), or any consumer advertising.

Public Relations events,
activities and efforts shall include editorial coverage in prestigious
fashion magazines, launch events for press, editors, buyers, fashion
shows or trunk shows ("mini" fashion shows at
key retail stores), and involvement with highly publicized events such
as "concerts," as may be reviewed with and
approved by CKI. Any PR event or activity to be conducted or overseen
by a 3rd party shall be conducted or overseen by CRK or a
3rd party approved by CRK ("PR Agency of
Record") at market rates.

The CRK Fee shall be
applied on actual services and materials developed, produced or
provided by CRK for such Co-op/PR Obligation-qualified expenditures
hereunder.

5.2    "Usage".     If the
Licensee requests advertising support including, without limitation,
the acquisition of rights to use images of models in jurisdictions
within the Territory where rights have not been obtained or for uses
for which authorization has not been granted, the Licensee shall pay
over to CKI the reasonable incremental costs associated with such
advertising support. Such amounts shall be credited to the MAE, but may
be credited over a number of Annual Periods not limited to the Annual
Period in which the expense occurs.

5.3    Approval of
Materials, Activities.     The use and release of any and all
promotional material (printed or otherwise) relating to the Licensed
Products or the Licensee's activities pursuant to this Agreement
in the nature of press releases, interviews or other similar public
relations events, and any other corporate release, data or information
which will or is likely to become public and, if so, could affect such
image, will be prepared or conducted in consultation with, and subject
to the prior approval of (or approval subject to reasonable
CKI-required modifications of), CKI's public relations department
(to be provided or responded to promptly (as per § 6.5) and not to
be unreasonably delayed). After any such approval, the Licensee will
not modify the approved material or activity in any material respect
unless such modification is specifically approved by CKI's public
relations department. Any advertising marketing or promotional or
public relations activity, event or effort shall be reviewed with and
approved by CKI in advance (not to be unreasonably delayed). All
materials bearing the Licensed Mark, including, without limitation, all
advertising, promotional materials, packaging and collateral (e.g., POP
or POS materials) shall be subject to CKI's approval (not to be
unreasonably delayed), and developed by CKI or pursuant to CKI's
direction.

5.4    Samples.     The Licensee shall
provide to CKI, *** in the promotion of Licensed Products,
including advertising shoots, public relations promotions, editorial
promotions, press coverage and celebrity use, including where needed in
advance of regular production cycles (e.g., fashion shows,
merchandising displays within showrooms, advertising shoots). Licensed
Products which constitute celebrity, editorial and/or public relations
"samples" which are gifted to recipient
without cost, by Licensee *** Included in such
"Promo Articles" shall be a reasonable number
of Licensed Products to be provided to CKI (CRK) for its use for
particular celebrity "individuals" and press
or editorial recipients, as requested and/or specified by CKI,
***


If and to the extent tax forms evidencing the value
of any such gift items to celebrity
"individuals" for purposes of income tax
requirements under any governmental authority are or become required,
Licensee shall provide the same as soon as such practice could be
reasonably implemented.

ARTICLE VI.    QUALITY AND
STANDARDS

6.1    Distinctiveness and Quality of the
Licensed Mark.     The Licensee shall maintain the
distinctiveness of the Licensed Mark and the image and high quality of
the goods and merchandise bearing the Licensed Mark presently
manufactured and sold by CKI and its other licensees, and the
prestigious marketing of same as presently maintained by CKI and its
other licensees. The Licensee agrees that all Licensed Products
manufactured or sold by it will be of high quality as to workmanship,
fit, design and 









	    	 CONFIDENTIAL TREATMENT





materials, and shall be at least equal in
quality, workmanship, fit, design and material to the samples of
Licensed Products submitted by the Licensee and approved by CKI
pursuant to § 6.2.6. All manufacturing and production shall be of
a quality in keeping with the prestige of the Licensed Mark. In
addition, the Licensee agrees that it will only use the Licensed Mark
in the form thereof then approved by CKI, and that all Licensed
Products shall bear the Licensed Mark in such approved form. CKI shall
give the Licensee reasonable prior notice of any change in the form of
the Licensed Mark and shall permit the Licensee to use a superceded
form of the Licensed Mark for up to 6 months in order to enable the
Licensee to sell inventory, complete and sell work-in-process, and to
deplete inventories of labels, tags, packaging, and other materials
bearing the Licensed Mark. In the event CKI elects to change the form
of the Licensed Mark, the Licensee's obligations in respect to
the image and high quality of the goods and merchandise bearing the
Licensed Mark, and the prestigious marketing of same as required by
this § 6.1, shall be consistent with the actions of CKI and its
other licensees in respect to Licensed Products bearing such new form
of the Licensed Mark. However, on reasonable advance request (within 20
days prior to the end of the 6-months period) if Licensee provides CKI
with its inventory of Licensed Products and other materials utilizing
the old form, with anticipated outside
"depletion" dates for the materials, CKI may
provide additional time for such depletion. However, all Licensed
Products to be shipped from and after the 6-months period (except for
Close-outs or Seconds from prior seasons) will carry new labels,
regardless of excess label stock.

6.1.1    Consistency with Other Products.    
The Licensed Products hereunder are among a range of lines of
men's, women's, boys' and girls' apparel and
accessories products which are produced and/or sold by CKI, its
licensees and other duly authorized parties under the Licensed Mark and
other related trademarks. In order to provide for consistency in scope,
and to prevent confusion in the market, the Licensee agrees to use
commercially reasonable efforts to ensure that it will only use the
Licensed Mark in the form thereof then approved by CKI and that the
placement of items constituting Licensed Products in the market will be
consistent with other merchandise bearing the Licensed Mark and be
distinguishable from the placement of product lines bearing other
trademarks.

6.2    Design.    

6.2.1    Time and Action Calendar.     The
Licensee shall prepare, for the Licensed Products, and at least 60 days
prior to the commencement of each Annual Period, shall deliver to CKI
for its approval (reasonably exercised within the standard design
policy and procedures of CKI and timing, development and production and
placement schedules), a proposed time and action calendar
("Time and Action Calendar") for the
Collections to be developed during such Annual Period;
provided; however, that the Time and Action Calendar
for the first Annual Period shall be delivered for approval no later
than the date of execution hereof. The substance and format of each
Time and Action Calendar shall be as approved by CKI from time to time.
In accordance with each Time and Action Calendar, and at least 60 days
before the development stage of any Collection, the Licensee will
provide a merchandising plan setting forth for each Product category
the number of styles, estimated unit production, in-store delivery
dates, target manufacturer's suggested retail price, target
market segment and, where applicable, historical sales statistics for
CKI's review and approval.

6.2.2    Themes.     The Licensee shall
maintain during the License Period a design staff capable of timely
developing seasonal collections of Licensed Products pursuant to the
Time and Action Calendars, in order to exploit the License and to
maintain the prestige and reputation of the Licensed Mark, as required
hereunder. The Licensee's design team shall have meetings with
CKI's-designated creative or design person or persons, the
purpose of which will be to discuss and establish agreed-upon themes
that will be covered for the season (such agreed upon themes hereafter
referred to as the "Agreed Upon Season's
Themes").

6.2.3    Design
Concepts.     Based on the Agreed Upon Season's Themes,
the Licensee shall create, develop and present for CKI's review
and approval, a program in a tangible illustrative format of design
themes and concepts ("Design
Concepts") with respect to the proposed designs for
the applicable Collection, together with relevant trims, samples of
fabrics and other components. The Licensee shall 









	    	 CONFIDENTIAL TREATMENT





present the Design Concepts to CKI in a
"Design Concepts Presentation Meeting", the
purpose of which is to provide CKI with a clear and concrete
understanding of the themes, fabrications, styles, attitude and
direction of such Collection through the use of either design boards,
sketches and/or "rigs" as well as samples of
trim, fabrics and other components in each of the Licensee's
suggested colors and qualities, also swatches, yarns and illustrations
sufficient to give CKI a clear understanding of the particular Products
and components the Licensee wishes to develop based upon approved
Design Concepts. CKI shall, within 10 business days from presentation
of the Design Concepts identified at the Design Concepts Presentation
Meetings approve or disapprove and/or provide suggestions,
modifications or recommendations, as determined by CKI in its sole and
absolute discretion. Any Design Concept which is not rejected or
required to be modified within such 10 business day period shall be
deemed approved. Any Design Concept or component thereof presented,
initiated or submitted by CKI to Licensee to be included in the
applicable Collection shall be included in the Approved Design Concepts
except as otherwise may be agreed by CKI. All approved and deemed
approved Design Concepts are referred to herein as the
"Approved Design Concepts." The
Licensee shall provide CKI with a photographic record, duplicate
"boards" or such other comparable method
acceptable to CKI, of the Approved Design Concepts so that CKI has a
means to verify compliance with the Approved Design Concepts at
subsequent stages of the approval process, within 10 business days
after approval of the Approved Design Concepts. The Licensee shall have
10 business days to resubmit for CKI's approval any Design
Concept to which CKI directed modifications to be made. If any
resubmitted Design Concept, as changed, does not strictly conform to
CKI's request for changes, and such strict conformity cannot be
obtained after one resubmission, such Design Concept shall not become
an Approved Design Concept. No Licensed Products (including samples)
shall be distributed and/or sold by the Licensee unless such Licensed
Products are in substantial conformity with Approved Design Concepts.
Approved Design Concepts shall only be deemed approved for the specific
Collection for which they have been submitted and approved, unless CKI
agrees otherwise in writing.

6.2.4    Certain
Other Approvals.     The Licensee shall provide and present to
CKI proposed styles, designs, fabrications (fabric, leather or other
materials, swatches in reasonably sufficient size to determine
"hand" as well as color, content and other
matters, trim, samples, labels (quality), artwork, if requested by CKI
(e.g., layouts and relevant technical information for graphic motifs,
patterns (such as florals, stripes, checks))) and other materials in
quantities and sufficient variety to enable CKI to review and approve
(including to require modifications to or changes in), on a timely
basis, sufficiently in advance of the market and production timing.

6.2.5    CKI Designs.     CKI may provide the
Licensee with creative concepts and fashion direction as to each
Collection, including recommendations as to color, material, design and
styling of Products and such additional design assistance including
sketches, samples, suggestions or other information or data as CKI
determines in its sole discretion. For each Collection, the Licensee
shall utilize substantially all of the designs, fabrics, trim or other
material submitted or approved by CKI and shall produce on a timely
basis pre-production prototypes for CKI's review and
approval.

6.2.6    Prototypes.     Prior to
showing each season's Collection to the trade or commencing
production of the Products for such Collection in accordance with the
Time and Action Calendars, the Licensee shall produce pre-production
prototypes (both initial (first) and second prototypes, where required
by CKI) of each Product in the approved fabrications, or, if
applicable, in those fabrications specifically requested by CKI (or, if
CKI so permits on a season-by-season, case-by-case basis,
pre-production prototypes of each
"body" or style of Product
in representative fabrications or those fabrications specifically
requested by CKI), along with swatches and samples of sufficient size
in order to determine hand and/or other aspects related to the Products
that the Licensee proposes to include in such Collection, for
CKI's approval. No previously approved Licensed Products shall be
included in a subsequent Collection unless and only if presented for
inclusion and approved by CKI for such subsequent Collection. CKI shall
have the right to approve or disapprove of any or all aspects of each
prototype and to require modifications to meet its requirements for
approval. Notwithstanding such requirements or approvals, all
responsibility (and liability) for the merchantability, fit and
technical 









	    	 CONFIDENTIAL TREATMENT





requirements of such Licensed Products is
and will belong to Licensee. If CKI disapproves any proposed carryover
of a "core" item (i.e., part of the
Collection for at least four prior seasons, if any), then the
Licensee will discontinue such product within three months to enable
the Licensee to fulfill outstanding orders. (Prototypes which have been
approved by CKI, or those subject to changes being made by the
Licensee, upon resubmission of corrected prototypes and subsequent
approval by CKI, shall hereinafter be referred to as
"Approved Prototypes."). The
Licensee shall provide CKI with a photographic record of all Approved
Prototypes for each Collection, and also, the Licensee shall promptly
provide CKI, with a record of the use (i.e., the factory location in
which each prototype will be used to produce the specific Licensed
Products) of the Approved Prototypes, which shall include notification
(i.e., e-mail, fax, modified purchase order to factory producing the
particular item of Licensed Product) and evidence (e.g., in the
form of duplicate or modified prototype) of any changes required by
CKI. CKI may request that prototypes be developed in a standard size or
to provide CKI with a variety of sizes and styles, covering the
spectrum, to assure itself of "fit" and
sizing.

6.2.7    Final Approval and
Sales.    The final composition of each Collection shall be
determined and agreed upon by the Licensee and CKI, and is subject to
the approval of CKI, upon presentation and edit of the sample line
produced from Approved Prototypes for technical quality and final
editing purposes. Thereafter, the Licensee shall timely sell, market,
produce and ship such Collection based on the Approved Prototypes.

6.3    Manufacture of Licensed Products by Third
Parties.     All contractors wherever located which the Licensee
desires to use in connection with the manufacture of Licensed Products
are subject to the prior written approval of CKI, which consent shall
not be unreasonably withheld or delayed; provided,
however, that CKI shall have 10 business days after its
receipt of a written request from the Licensee to use a manufacturer or
such longer period as is reasonable under the circumstances to approve
or disapprove such manufacturer. In order to maintain CKI's high
standard of quality control and to insure that appropriate measures are
taken against counterfeiting, the Licensee shall provide CKI with the
following information: (i) name and address of each proposed
manufacturer; (ii) type of Licensed Products to be manufactured; (iii)
quantity of Licensed Products to be manufactured; and (iv) any other
relevant information. The Licensee shall obtain the signature of an
authorized representative from each approved third-party manufacturer
used by the Licensee on an agreement (a "Third-Party
Manufacturing Agreement"), substantially in the form
of Exhibit D. The Licensee shall not knowingly enter into a
Third-Party Manufacturing Agreement with any third party that has
materially breached a similar agreement with CKI or its Affiliates or
any licensee of CKI or its Affiliates. The Licensee acknowledges that
it shall remain primarily liable and completely obligated under all of
the provisions of this Agreement in respect of such contracting or
assembly arrangements.

6.4    Non-Conforming
Products.     In the event that any Licensed Products are, in
the judgement (which shall include subjective aesthetic considerations
and standards) of CKI, not being manufactured, distributed or sold with
first quality workmanship or in strict adherence to the prototypes
approved by CKI, CKI shall notify the Licensee thereof in writing, and
the Licensee shall promptly initiate corrections or changes to
production of such Licensed Product to conform thereto. Where
non-conformity is material, substantial or may adversely affect the
reputation or prestige or value of the Licensed Mark or CKI's
business operations, CKI may require that no further sale or shipment
of such Licensed Mark be made until such corrections are made. If
Licensed Products as changed do not strictly conform after CKI's
request and such strict conformity cannot be obtained after one
resubmission, such Licensed Products (the
"Non-Conforming Products") shall be
disposed of in a way which shall not reduce the value of the Licensed
Mark or detract from its reputation, which may include, without
limitation, the destruction of the Non-Conforming Products, the
donation of such Non-Conforming Products to eleemosynary institutions,
the sale of such Non-Conforming Products in a private sale, with
proceeds to be given to charity, or the removal of Labels and other
identification prior to sale, or other method reasonably approved by
CKI. As noted, CKI may require the Licensee to cease further shipment
and sale of such Licensed Products, to recall any Licensed Products
that are not consistent with approved quality 









	    	 CONFIDENTIAL TREATMENT





standards and the approved prototypes and/or
to purchase at the Licensee's expense any such Licensed Products
found in the marketplace. ***


6.5    Approvals.     All approvals by CKI required
under this Agreement must be obtained in advance of use of the item
subject to approval, which approval must be in writing from CKI to the
Licensee. Except as otherwise expressly provided hereunder, a
submission for approval shall be deemed approved unless CKI delivers a
notice of disapproval within 10 business days after its receipt of a
written request for approval (together with the submission as well as
all information, details and specifications reasonably necessary to
review, determine and provide an approval). All matters requiring
approval of CKI shall be granted or withheld in the sole and absolute
good-faith discretion of CKI and may be based solely on CKI's
subjective aesthetic standards. CKI shall provide an explanation for
disapprovals, unless such disapproval reflects an issue of taste or
subjective judgement. CKI has no obligation to approve, review or
consider any item which does not strictly comply with the required
submission procedures. Approval by CKI shall not be construed as a
determination that the approved matter complies with all applicable
regulations and laws. No disapproved item shall be manufactured, sold,
used, distributed or advertised by the Licensee under the Licensed
Mark. The Licensee may revise any disapproved item and resubmit it. The
Licensee must strictly comply with all of CKI's decisions. CKI
may amend the approval forms as appropriate. Otherwise, the parties may
mutually agree to amend the approval forms as they deem appropriate. In
the event that it is reasonably necessary for CKI to do on-site
approvals, the Licensee shall pay any and all reasonable expenses and
airfare incurred by CKI with respect to such on-site approvals. CKI to
provide Licensee with advance notice as to any such trips or
anticipated on-site approval situations to reasonably co-ordinate with
Licensee.

6.6    Marketing, Labeling, Packaging,
Promotions, Business Materials.     All packaging, labeling,
including within the Licensed Product
("Labels") must be approved by CKI. The use
of any Label that has not been approved is expressly prohibited. CKI
reserves the right to require the Licensee to purchase Labels to be
used on the Licensed Products only from sources designated by CKI,
provided that such sources provide the Labels to the Licensee in a
reasonably competitive manner as to price and delivery schedules. All
Licensed Products manufactured, distributed or sold by, or on behalf
of, the Licensee shall be marked, labeled, packaged, advertised,
distributed and sold in accordance with this Agreement. At the request
of CKI, the Licensee shall cause to be placed on (or attached to) all
Licensed Products (by way of labels, tags or inserts, and/or packaging)
an appropriate notice designating CKI as the
"licensor" of the Licensed Mark, and/or CKTT
as the owner of the Licensed Mark. The manner of presentation of such
notice shall be determined by CKI. Any and all proposed advertising,
promotional, business (including stationary, business cards, invoices)
or marketing or publicity material (including issuing press releases,
interviews or other public relations media), any POS, POP or other
promotional material and any other printed material or other form of
communications to be used in connection with the marketing, promotion,
sale or distribution of the Licensed Mark must be approved by CKI (as
to content, form and specific use, including timing and duration of
use) prior to use by Licensee, as noted in the 2nd sentence
of § 6.5 above, as to 10 business days, submission and
information. If CKI should disapprove any sample tag, label, package or
the like, or any advertising, promotional, merchandising, marketing or
publicity material, activity or event or the proposed placement or use
thereof or any other printed matter, event or activity, Licensee will
not use or permit the use of the same in any manner, whether or not in
connection with Licensed Products or the Licensed Mark.

6.7    Inspection of Facilities.     CKI and its duly
authorized representatives shall have the right, during normal business
hours and upon reasonable notice, to inspect all facilities utilized by
the Licensee (and its contractors and suppliers to the extent the
Licensee may do so) in connection with the manufacture, sale, storage
or distribution of Licensed Products, and to examine the Licensed
Products in the process of manufacture.

6.8    Samples and
Artwork.     CKI may make available to the Licensee certain
samples, designs, colors, fabric samples, tags, labels, packaging,
catalogues and artwork available to CKI, and the cost of providing such
materials shall be borne by the Licensee at prices equal to CKI's
cost (A) as may be requested by Licensee or (B), in the case of
"multi-regional" items which CKI requires to
be utilized 









	    	 CONFIDENTIAL TREATMENT





amongst its multiple licensees for Licensed
Products, not to exceed $25,000 per annum without the Licensee's
prior consent. The payment for these already
"developed" materials are separate and apart
from the payment of any CRK fee for the development of such samples,
designs, colors, fabric samples, tags, labels, packaging, catalogues
and artwork directly for Licensee for each Collection of Articles which
shall also be borne by Licensee. All right, title and interest in and
to samples, sketches, designs, and other materials furnished to the
Licensee or submitted by CKI in connection with the Licensed Products,
including any modifications or improvements thereof which may be
created by CKI, shall remain the sole property of CKI as between the
Licensee and CKI, and are "licensed"
hereunder solely and exclusively for use in connection with the
manufacture, sale, distribution and promotion of Licensed Products in
the Territory.

6.9    Know-how.     The Licensee
shall have the right to request visits to CKI's offices or
showrooms to meet with its personnel, in order to obtain additional
know-how and assistance, all as and only as CKI deems appropriate. The
scheduling of such visits shall be at times mutually convenient to the
parties hereto. In connection with such visits, the Licensee shall bear
all expenses of the Licensee's representatives.

6.10    Meetings.     CKI may from time to time hold
meetings of CKI's licensees. The Licensee shall, upon receipt of
reasonable notice, attend such meetings at its own expense but shall
not be required to attend more than two such meetings per year.

6.11    Design Direction.     The designs of the
Licensed Products shall at all times be consistent with CKI's
design aesthetic for the Licensed Mark. CKI may submit samples to the
Licensee of or for products it deems to be core to the image of the
overall "CALVIN KLEIN" trademark and/or
product lines, and the Licensee shall develop Licensed Products based
thereon and shall use commercially reasonable efforts to market
same.

6.12    Design Rights.     The Licensee
acknowledges and agrees that CKI owns or shall own all design rights,
regardless of whether such designs were created by CKI or by or on
behalf of the Licensee, except with respect to Excluded Designs. The
Licensee agrees to make, procure and execute all assignments necessary
to vest ownership of design rights in CKI. The Licensee shall not do or
allow to be done anything which may adversely affect any of CKI's
design rights. All designs used by the Licensee for the Licensed
Products, except with respect to Excluded Designs, shall be used
exclusively for the Licensed Products and may not be used under any
other mark, whether during the License Period or any time thereafter,
without the prior written consent of CKI. The Licensee shall disclose
and freely make available to CKI any and all developments or
improvements it may make relating to the Licensed Products and to their
manufacture, promotion and sales, including, without limitation,
developments and improvements in any machine, process or product
design, that may be disclosed or suggested by CKI or regarding any
patent or trademark which the Licensee is entitled to utilize.
"Excluded Design" means a design (i)
submitted by the Licensee and not approved by CKI; (ii) not
distinguishable from similar generic products generally available in
the marketplace; or (iii) not distinguishable from a product which has
previously appeared in the Licensee's product line and the
Licensee advised CKI of such condition at the time of submission. In
the event of clause (i) or (iii) above, the Licensee shall retain title
to such designs but shall permit CKI to use such designs during the
Term of this License Agreement. CKI may use and permit others to use
said designs and other materials in any manner it desires, provided
that such use does not conflict with any rights granted the Licensee
hereunder or belonging to Licensee. The Licensee specifically
acknowledges that such designs and other materials may be used by CKI
and its Affiliates and other licensees of CKI and its Affiliates on
Licensed Products in jurisdictions outside the Territory and on
products other than Licensed Products anywhere in the world, subject to
the limitations described herein. Notwithstanding the foregoing, CKI
shall not acquire any ownership interests in any patents, trademarks or
copyright rights owned or commissioned by Licensee and utilized for
multiple or other than Licensed Products, but utilized as well in
connection with the Licensed Products.

6.13    Shops,
Stores, Retail Outlets.     Subject to § 6.14, the Licensed
Products sold by the Licensee may be *** Nothing herein shall be
deemed to *** 










	    	 CONFIDENTIAL TREATMENT




6.14    Disposal of Seconds and
Close-Outs.     Seconds and Close-Outs sold by the Licensee may
be sold only to Approved Accounts and Approved Seconds and Close-Outs
Accounts, including those customers identified on Schedule 6.14.
Whenever the Licensee shall wish to sell Seconds and Close-Outs to
customers not previously approved by CKI, the Licensee shall submit to
CKI a written list of the proposed customers for Seconds and Close-Outs
for CKI's prior written approval. The proposed customers approved
from such list, together with the customers listed on Schedule
6.14, are referred to as the "Approved Seconds
and Close-Outs Accounts." Notwithstanding CKI's
approval of any customer, CKI may at any time subject sales to any such
customer, including, without limitation, any such customer listed on
Schedule 6.14, to any conditions or limitations CKI considers
appropriate; provided, however, that in order to be
effective, any such conditions or limitations must be set forth in a
writing provided to the Licensee. Nothing herein shall be deemed to
prohibit CKI from withdrawing its approval of any Approved Seconds and
Close-Outs Account for "good" bona fide
reasons, including, without limitation, any such Approved Seconds and
Close-Outs Account listed on Schedule 6.14, upon written notice to the
Licensee (at which time, such customer shall cease to be an Approved
Seconds and Close-Outs Account for purposes of this Agreement);
provided, however, that the Licensee may fulfill any
firm orders entered into prior to the Licensee's receipt of
CKI's withdrawal of approval.

6.14.1    Seconds.     The Licensee shall only
sell Licensed Products which are damaged, imperfect, non-first quality
or defective goods ("Seconds") in a
way which shall not *** Notwithstanding anything to the
contrary, ***


6.14.2    Close-Outs.     ***


6.15    Standards of Conduct .    

6.15.1    Standards.     The Licensee
acknowledges that CKI is a wholly owned subsidiary of Phillips-Van
Heusen Corporation ("PVH"). The
Licensee acknowledges that it has received copies of, read and
understands PVH's publication "A Shared Commitment
– Requirements for Suppliers, Contractors, Business
Partners" and PVH's "Statement of
Corporate Responsibility." The Licensee shall conduct its
business in compliance with the moral, ethical and legal standards set
forth in such publications, as the same may from time to time be
revised by PVH upon reasonable notice to the Licensee (the
"Standards") and shall cause all
manufacturers, contractors and suppliers which manufacture Licensed
Products or from whom the Licensee obtains Licensed Products or
materials for the manufacture of Licensed Products to abide by the
Standards.

6.15.2    Audit Requirement.    
For each facility utilized by Licensee for the manufacturing of the
Licensed Products (whether directly produced or produced by or through
a contractor, subcontractor or supplier) the Licensee will arrange to
have the facility audited for compliance with the Standards unless PVH
notifies the Licensee in writing that it already has a current audit
with respect to such facility that evidences compliance with the
Standards. Audits on each facility used must thereafter be conducted no
less often than annually. Each audit shall be conducted by a suitable
auditor (whether internal or external) designated by the Licensee,
subject to Licensor's and PVH's approval. Disapproval by
Licensor and PVH may only be for grounded reasons. Each audit shall be
conducted using the evaluation form attached hereto as Exhibit
E or a substantively similar form approved by PVH. The Licensee
shall identify to PVH in writing each facility in which Licensed
Product (or part thereof) are produced or which is to be re-audited and
PVH shall notify the Licensee within 30 days of PVH's receipt of
such notice if PVH has currently approved the facility for production
and when re-audit is required. If a facility is currently approved for
production, the Licensee shall have no obligation to arrange for a
current audit of the facility. If a facility is denied approval by PVH
as of such date, Licensee will not place any new orders in such
facility and will only use the facility to fulfill currently existing,
non-cancelable orders. Licensee will stop producing in such facility
starting from the immediately subsequent season. All audits shall be
conducted at the Licensee's sole expense. All support to be given
by PVH will be at PVH's expense.

Notwithstanding anything
to the contrary contained in this §6.15.2, ***


6.15.3    Approval.     A comprehensive audit
report prepared by the auditor shall be provided to PVH, attention the
director of PVH's Human Rights Program Department, promptly upon
its 









	    	 CONFIDENTIAL TREATMENT





completion. PVH shall have 30 days from its
receipt of an audit report to notify the Licensee: a) of its approval
of the audited facility either (i) fully without remarks; or (ii) with
request to re-audit within a certain period ("Red
Flag"); or b) of its disapproval of the facility that is
the subject thereof in which case Licensee may fulfill any firm orders
entered into prior to the Licensee's receipt of PVH's
disapproval and cease to utilize such disapproved facility from the
subsequent season. If PVH does not give notice to the Licensee within
such 30-day period, the facility shall be deemed approved by PVH. PVH
shall set forth in its notice of disapproval its reason(s) for
disapproval in reasonable detail.

6.15.4    Use of
Facility.     Unless and until the Licensee delivers to PVH an
audit report for a facility that evidences compliance with the
Standards and PVH approves such facility, the facility shall not be
used for the production of Licensed Products. If the Licensee uses a
facility that has not been approved in accordance herewith, fails
timely to cause an approved auditor to submit to PVH an audit report
evidencing continued compliance with the Standards when a re-audit of a
facility is required in accordance with the terms hereof or if the
Licensee or any of its manufacturers, contractors or suppliers with
respect to Licensed Products shall, in PVH's sole determination,
fail to abide by the Standards, CKI's sole remedy with respect to
such breach of this § 6.15.4, to the extent that CKI is not
otherwise damaged as a result of such breach, shall be to terminate the
License and all of the other rights granted to the Licensee under this
Agreement, as provided in § 8.3 below. Nothing in this §
6.15.4 shall be deemed to confer third-party beneficiary rights upon
any person, corporation, partnership or other entity.

6.16    Personnel.     Licensee shall perform its
obligations hereunder through a separate sub- division of the Licensee
exclusively dedicated, and the employees of which shall be dedicated to
the performance of the Licensee's obligations hereunder;
provided, however, that financial, logistics and other back-office
support need not be exclusive, except with respect to operations of
other licenses with CKI. Licensee shall employ, on an exclusively
devoted basis (to operations hereunder and to operations under the CKI
Jeans License and CKI Jeans and "bridge"
Accessories Licenses), a "President" who is
subject to the initial reasonable approval of CKI, as is any successor
thereto, as well as other personnel as may be needed to successfully
exploit the business. Managing Directors may be substantially devoted
to the operations hereunder as well as to other Fingen S.p.A. and
affiliated entities, business and operations. Such personnel would
include sales, merchandising, technical, product development and other
production, visual display, quality control and retail development
personnel. CKI may, on an ongoing basis, advise Licensee of any
problems or difficulties, if any, it may be experiencing, and Licensee
will use all reasonable efforts to address any such concerns to
CKI's reasonable satisfaction.

ARTICLE VII.    THE
LICENSED MARK

7.1    Rights to the Licensed
Mark.    

7.1.1    Ownership of Licensed
Mark.     The Licensee acknowledges that the Calvin Klein
Trademark Trust ("CKTT") is the
owner, and CKI is the beneficial owner, of all right, title and
interest in and to the Licensed Mark, and to any variant, modification
or embodiment thereof, for Products in the Territory; and that CKTT and
CKI also own the goodwill related to such marks and to the business and
goods in relation to which such marks have been or will be used. The
Licensee will not at any time directly or indirectly do or suffer to be
done any act or thing that might in any way adversely affect any rights
of CKTT or CKI in and to any of such marks, any registrations thereof
or any applications for registration thereof, or which might reduce the
value thereof or detract from their reputation, image or prestige of
that of CKTT, CKI or Mr. Calvin Klein. Sales by the Licensee shall be
deemed to have been made by CKTT for purposes of trademark registration
and all uses of the Licensed Mark by the Licensee and any and all
goodwill generated by use of the Licensed Mark shall inure to the
benefit of CKI and CKTT.

7.1.2    No Adverse
Actions.     The Licensee shall not, at any time, do, or
otherwise suffer to be done, any act or thing which may at any time, in
any way, adversely affect any rights of CKI or CKTT in and to the
Licensed Mark or any registrations thereof or which, directly or
indirectly, may reduce the value of the Licensed Mark or detract from
its reputation. The Licensee shall not file or prosecute a trademark or
service mark application or applications to register the Licensed Mark
or any trademark, 









	    	 CONFIDENTIAL TREATMENT





name or other mark confusingly similar
thereto in respect of the Licensed Products or any other goods or
services in the Territory or elsewhere. The Licensee shall not, during
the term of the License Period or thereafter, (i) contest CKTT's
or CKI's title, right, ownership or other interest in or to the
Licensed Mark in any jurisdiction or attack the validity of the License
or the Licensed Mark or (ii) contest the fact that the Licensee's
rights under this Agreement (a) are solely those of a manufacturer,
licensee and, if appropriate, distributor; and (b) subject to the
provisions of § 8.5, cease upon termination of the License
Period.

7.1.3    Registrations.     The
Licensee acknowledges and agrees that CKTT, as the sole and exclusive
owner of the Licensed Mark, has the exclusive right to apply for
registrations and to extend appropriate registrations of the Licensed
Mark for all categories of goods, including, without limitation, the
Products. CKI, on behalf of CKTT, shall maintain at its expense and as
determined by CKI consistent with its past practice the registrations
for the currently existing Licensed Mark in the Territory with respect
to Products. The Licensee agrees to cooperate with CKTT and/or CKI in
the preparation, filing and prosecution of applications for
registration, or extensions of existing registrations, or other
documentation relative to the Licensed Mark. CKI represents that CKTT
has applications and registrations for the " CALVIN
KLEIN" mark for products in International Class 18
(leather accessories) in a number of jurisdictions in the Territory, as
per schedule to be attached.

7.1.4    Survival.     The provisions of this
§ 7.1 shall survive the termination of the License Period and this
Agreement.

7.2    Protecting the Licensed Mark.    
The Licensee shall cooperate fully and in good faith with CKI and CKTT
for the purpose of securing, preserving and protecting CKTT's and
CKI's rights in and to the Licensed Mark and any secondary
trademark that the Licensee may develop and use with the approval of
CKI. Any such secondary mark will be owned by CKTT. At the request of
CKI, the Licensee shall execute and deliver to CKI any and all
documents and do all other acts and things which CKI and/or CKTT deems
necessary or appropriate to make fully effective or to implement the
provisions of this Agreement relating to the ownership or registration
of the Licensed Mark, including, without limitation, information
regarding use and supporting documentation therefore, as well as
labels, hang tags, packaging, and other appropriate specimens
evidencing use of the Licensed Mark in each country in the
Territory.

7.3    Use of the Licensed Mark.    

7.3.1    Compliance with Legal
Requirements.     The Licensee will use the Licensed Mark in the
Territory strictly in compliance with the legal requirements therein.
The Licensee shall duly display all other notices with respect to the
Licensed Mark, on the Licensed Products and otherwise, as are or may be
required by the trademark laws and regulations applicable within the
Territory. Upon expiration or termination of the License for any reason
whatsoever, the Licensee will execute and deliver to CKI any and all
documents required by CKI.

7.3.2    Use with Other
Name.     The Licensee shall not (a) co-join any name or names
with the Licensed Mark, (b) use the name "Calvin
Klein" or "CK" or
"CK/Calvin Klein" or any portion or
derivative thereof in its corporate name except as previously approved
or subsequently approved by CKI in writing, or (c) use any other name,
or names in connection with the Licensed Mark, in any advertising,
promotion, publicity, labeling, packaging or other printed matter of
any kind in connection with the distribution or sale of Licensed
Products except as may be approved in writing by CKI. Any use of the
Licensee's corporate name or that of its Affiliates in connection
with the Licensed Mark will be subject to the approval of CKI. If CKI
approves any use of the Licensed Mark in connection with the
Licensee's corporate name, the Licensee will clearly indicate
that the Licensee is using the Licensed Mark pursuant to a license from
CKI as may be required by CKI. The Licensee will use such trade name to
designate the operations under this Agreement as is approved by CKI,
and will file a fictitious name certificate
("d/b/a") or use of "trade
name" certificate or notice, as is generally used or
required in the various jurisdictions in the Territory to reflect such
use, as is reasonably approved by CKI).









	    	 CONFIDENTIAL TREATMENT




7.3.3    Execution of
Documents.     At CKI's request, the Licensee will execute
any and all documents (including registered user agreements) and take
any actions required by CKI to confirm CKTT's ownership or
CKI's beneficial ownership of the marks referred to in
§7.1.1 and the respective rights of CKTT, CKI and the Licensee
pursuant to this Agreement.

7.4    Ownership of
Copyright.     Except as specifically provided herein, any
copyright which may be created in any sketch, design, print, Label or
the like designed or approved or used with the Licensed Mark by the
Licensee will be the property of CKI. The Licensee shall not, at any
time, do, or otherwise suffer to be done, any act or thing which may
adversely affect any rights that CKI may have in such sketches,
designs, prints, Labels and the like and will, at CKI's request,
do all things reasonably required by CKI to preserve and protect said
rights.

7.5    Infringements, Counterfeits and Parallel
Imports.    

7.5.1    Infringements.     In the event that
Licensee learns of any infringement or imitation of the Licensed Mark
with respect to Products (other than insignificant, immaterial or de
minimus situations) which it believes could be considered a counterfeit
of the Licensed Products, or of any use by any person of a trademark
similar to the Licensed Mark with respect to Products which it believes
could be considered a deliberate use of something substantially similar
to the Licensed Mark and is either substantive, significant or would
adversely affect the prestige, reputation or value of the Licensed
Mark), it will promptly notify CKI thereof. The Licensee will take no
action, including, but not by way of limitation, settling any action,
appealing any adverse decision or discontinuing any action taken by it,
except to the extent the same is approved in advance by CKI. All costs
and expenses incurred in any action or proceeding (including
investigatory expenses and attorneys' fees, if applicable, court
costs and filing fees) will be borne as determined in § 7.5.2. Any
damages recovered or sums obtained in settlement in or with respect to
any action shall (i) first be applied proportionately to reimburse CKI
and the Licensee for the respective expenses incurred and actually paid
by it and (ii) the balance, if any, shall belong and shall be paid over
to, on a fifty-fifty basis, to CKI and the Licensee. In no event will
any infringement by a third party justify the withholding of any
payment of Fee or other amount by the Licensee.

7.5.2    Counterfeits and Parallel
Imports.    

7.5.2.1    The
Network.     CKI currently maintains certain staff which
maintains an enforcement network of attorneys, investigators and
customs inspectors in the Territory (the
"Network") to minimize and deter (i)
the diversion into and sale within and from the Territory of products
(including those which would correspond to Licensed Products)
authorized for sale by its Affiliates and other licensees, which may
include, without limitation, unauthorized distribution of such products
by the manufacturers and subcontractors thereof
("Parallel Imports") and (ii) the
importation into, or sale or manufacture within as well as from, the
Territory of counterfeit Licensed Products or infringing Products; in
each case subject to contributions from and reimbursement by various
licensees (as well as other authorized users of the Licensed Mark and
other marks of CKI and CKTT), and subject to applicable law. CKI
generally requires, and will continue to require, its licensees in
their respective agreements to restrict exports from their respective
"territories" (as per the final sentence of
§ 1.1.2) in order to prevent importation of applicable merchandise
into another licensee's "territory."
The Licensee acknowledges and agrees that CKI is under no obligation to
maintain any such Network or other arrangement, and may curtail,
modify, terminate or discontinue such Network in whole or in part at
any time. For the time being, unless or until CKI otherwise determines
and so advises the Licensee in CKI's reasonable discretion, the
Licensee will cooperate in such efforts as reasonably requested by CKI,
and under procedures as CKI may agree upon with Licensee, and will
timely remit and/or, as applicable, promptly reimburse out-of-pocket
expenses reasonably incurred by CKI in such efforts (including, without
limitation, reasonable attorneys' fees and expenses) as follows:
*** Upon the Licensee's request, CKI will meet with the
Licensee to discuss CKI's enforcement activities and the costs
associated therewith.

7.5.2.2    Diversion.     The Licensee shall
use all commercially reasonable efforts to minimize and deter the
diversion of Licensed Products for sale outside of the Territory,
including, without 









	    	 CONFIDENTIAL TREATMENT





limitation, the unauthorized distribution of
Licensed Products by the Licensee's manufacturers and
subcontractors ("Diversion"). The
Licensee shall cooperate with CKI in CKI's efforts to minimize
and deter Diversion ("Anti-Diversion
Efforts"). Without limiting the foregoing the
Licensee shall promptly (i) provide such information as CKI may from
time to time reasonably request concerning its manufacturing,
subcontracting and distribution locations, activities and shipments,
product and label identification systems and data and sales to and by
its customers; and (ii) as provided in § 7.5.4, reimburse all
agreed upon out-of-pocket expenses reasonably incurred by CKI in its
Anti-Diversion Efforts (including, without limitation, reasonable
attorneys' fees and expenses).

7.5.3    Criminal Proceedings.     CKI may, but
need not elect to, initiate criminal or civil actions against persons
or entities outside the Territory seeking to manufacture counterfeit
Licensed Products or sell or ship counterfeit Licensed Products into
the Territory (excluding, for this purpose, manufacturers or
subcontractors described in the definitions of Diversion or Parallel
Imports). The cost related to any such actions shall be borne entirely
by the Licensee, if the Licensee requests that such action be taken, or
by CKI, if CKI determines to take such action.

7.5.4    Enforcement Activities.     CKI will
consult with the Licensee in connection with the enforcement activities
undertaken pursuant to this § 7.5. In connection with this §
7.5.4 through § 7.5.6, and § 7.5.2, Licensee and CKI from
time to time will use reasonable efforts to apply a substantive portion
of the budgeted amounts and expenditures towards more substantive,
significant and/or material actions (and acts of infringement,
counterfeiting, etc.) in order to enhance the effectiveness of
application of resources. In addition, upon the request of the
Licensee, the parties will consult one time each Annual Period to
forecast CKI's continuing and reimbursable expenses hereunder and
enter into suitable arrangements as may be agreed upon with Licensee,
including retainer arrangements, so that CKI may receive the
Licensee's payments     in respect thereof at or
shortly before such expenses are incurred.

7.5.5    Nature of Proceedings.     Whenever it
is not readily apparent whether actions or proceedings involve
counterfeit Licensed Products, Parallel Imports or Diversion, CKI will,
where practical and subject to time constraints, contact CKJE for
information or input, and then reasonably determine the nature of such
items in good faith (with all due caution as to ramifications of
erroneous determinations as to whether
"counterfeit" or not), taking into account
all relevant information provided by the Licensee.

7.5.6    Cooperation.     The Licensee shall
cooperate with CKI in all actions taken by CKI pursuant to this §
7.5, whether on its own or at the Licensee's request, and in all
criminal proceedings, as may be required or reasonably requested.

7.6    Trademark Security.    

7.6.1    Counterfeit Protection.     The
Licensee shall use all commercially reasonable efforts to prevent
counterfeiting of the Licensed Products. All Licensed Products shall
bear and use any reasonable counterfeit preventive system, devices or
labels, provided that Licensee may decide in its own good faith
discretion, which system, devise or labels to use.

7.7    Use of Licensed Mark on Invoices, etc.     The
use of the Licensed Mark by the Licensee on invoices, order forms,
stationery and related materials, in advertising in telephone or other
directory listings is permitted only upon CKI's prior written
approval of format in which the Licensed Mark is to be so used, the
juxtaposition of the Licensed Mark with other words and phrases, and
the specific trade name (and form and format thereof), the content of
the copy and filing of a fictitious name certificate
("d/b/a") or "trade
name" certificate or notice, if using the Licensed Mark or
portion (e.g., "CK") in such name (or other
regional notice of "trade" name or use of the
Licensed Mark) as applicable, as approved by CKI.

7.8    Monitoring.     The Licensee shall use
reasonable efforts to monitor the use of the Licensed Mark by the
Licensee's customers and to require its customers to advertise,
display and promote the Licensed Mark in a manner consistent with the
terms and conditions of this Agreement.









	    	 CONFIDENTIAL TREATMENT




ARTICLE VIII.    TERM AND
TERMINATION

8.1    Expiration.     The License
and, subject to § 8.5, the other rights granted to the Licensee
hereunder shall terminate at the end of the License Period and all
rights shall immediately revert to CKI.

8.2    Other
Rights Unaffected.     It is understood and agreed that
termination of the License or other rights granted to the Licensee
hereunder by CKI on any ground shall be without prejudice to any other
rights or remedies which CKI may have.

8.3    Right of
Termination of the License.     If any of the following grounds
for termination shall occur, CKI may elect, by written notice to the
Licensee, to terminate

(A)    upon 20 business days notice
unless cured within such 20 business days in the case of any of
subsections "(b)" through
"(e)";

(B)    in the case of
subsections "(f),"
"(g)," "(h)" (alone
or with other breaches or defaults), upon 30 business days notice
(without any cure period); and

(C)    upon 25 business days
notice, unless cured within such 25 business days, in the case of
subsections "(l)" or
"(m)" (provided not with other
breaches or defaults under other noted subsections),

the
License and other rights granted to the Licensee hereunder:

(a)    Deliberately Omitted;

(b)    The
Licensee shall repeatedly sell or distribute individual items of
Licensed Products (in other words, "a
pattern" of behavior), or shall sell at any time a
significant quantity of Licensed Products in breach of CKI's
review and approval rights under § 6.2;

(c)    Failure by the Licensee to perform or observe any
term or covenant or agreement contained in § 11.4 or in §
4.10;

(d)    The Licensee shall sell or distribute
Licensed Products to retailers not approved by CKI or disapproved by
CKI in accordance with or otherwise in breach of §§ 6.13 or
6.14 (unless such sale or distribution was inadvertent, and was of an
insignificant quantity of products or single or isolated account, and
the Licensee promptly represents to CKI in writing that steps to avoid
such sales or distribution in the future are being taken (which steps
are to be delineated in such writing), and are deemed acceptable to
CKI's reasonable satisfaction, and further provided that the
Licensee does not repeat any such sales or distribution in breach of
§§ 6.13 or 6.14 within the same Annual Period);

(e)    Underpayment by the Licensee of Fees (including
non-timely (i.e., on or within 15 business days of the due date)
payment of any installment of Minimum Guaranteed Fees or
MAE hereunder) of 7.5% or more with respect to any
Annual Period, or of 5% or more with respect to any two (2)
consecutive Annual Periods, unless such underpayment of fees (not
MGF's or MAE's) was result of clerical or bank errors, or
constitutes a "bona fide" dispute between the
parties, which is the subject of continuing good faith efforts to
"resolve," not known to a responsible officer
or other financial person, and promptly corrected as soon as
"known" or so advised by CKI);

(f)    The Licensee institutes for its protection, or is
made a defendant, in any proceeding under bankruptcy, insolvency,
reorganization or receivership law, or the Licensee is placed in
receivership or makes an assignment for benefit of creditors or is, or
states that it is, unable to meet its debts in the regular course of
business, and such involuntary proceedings or receiverships are not
dismissed or vacated within 60 days of filing or appointment;

(g)    Cessation by the Licensee of its business;

(h)    The Licensee assigns, attempts to assign (entering
into a binding term sheet or contingent contract or agreement, not just
"discussion"), sublicense (without
CKI's consent), or otherwise transfers or attempts to transfer
any of its rights or obligations hereunder. Any such attempted or
completed assignment, sublicense or transfer
("Transfer"), whether voluntary or
by operation of law, directly or 









	    	 CONFIDENTIAL TREATMENT





indirectly, will be void and of no force or
effect. For purposes of this Agreement, any transfer of all or a
controlling portion or a majority of the shares of the Licensee or
other "CK" affiliates by CK Jeanswear N.V.,
Fingen S.p.A., its affiliates, shall be deemed a transfer in violation
of the terms hereof and prohibited as a
"Transfer" hereunder. Prompt notice of any
transfer by CK Jeanswear N.V., Fingen S.p.A. or its affiliates (other
than Calvin Klein, Inc. or its successors, assignees or transferees) of
more than five percent (5%) (whether over a period of time or
all at once) ("Notice"), shall be delivered
to Licensor. Notwithstanding anything herein contained, a
change-of-control Transfer shall be permitted if in accordance with all
of the applicable provisions of the CKI/CF Group Irrevocable Consent d.
29 September 2005. In the event of any such CKI-permitted
change-of-control Transfer, the provisions hereof shall apply to any
"successor in interest" permitted Transferee
(except that Notice shall apply to any transfer of more than 35%
of the Transferee) . Except as otherwise provided herein, this
Agreement shall inure to the benefit of and shall be binding upon the
parties and permitted successors and assigns.

(i)    A
change, effect or circumstance occurs that is materially adverse to the
business, condition, operations, performance or properties of
Licensee's ability to perform timely its otherwise material
obligations under this Agreement, which would, with the normal passage
of time, without cash infusion or other material improvement,
result in liquidation, substantial discontinuance or even cessation of
business ("Material Adverse Effect");

(j)    A final unappealable judgement is entered against
the Licensee in excess of € 2,500,000 which has not been
satisfied and which would have a Material Adverse Effect;

(k)    Any indebtedness of the Licensee in excess of Euros
€5 million is accelerated or otherwise comes due and
payable before its stated maturity and is not subject to cure under the
applicable instrument, which would have a Material Adverse Effect;

(l)    The failure by the Licensee to perform or observe
any material term or covenant or agreement contained in this Agreement,
other than those specified in §§ 8.3(a) to (k), and other
than those cured to CKI's reasonable satisfaction, within the
applicable cure period (25 business days) for the second time in any
Annual Period; or

(m)    The repeated violation by the
Licensee of any material term or covenant or agreement contained in
this Agreement, other than those specified in §§ 8.3(a) to
(k) and other than those cured to CKI's reasonable satisfaction
within the applicable cure period (25 business days).

8.4    Termination With Notice and Right to Cure.    
In the event of the failure by the Licensee to perform or observe any
material term or covenant or agreement contained in this Agreement,
other than those specified in § 8.3, CKI may terminate the License
and the other rights granted to the Licensee under this Agreement by
giving notice of termination to the Licensee (a
"Notice of Termination"), which
termination shall become effective automatically unless the Licensee
completely cures the breach within 30 days of the giving of the Notice
of Termination unless such cure cannot be completed within 30 days, in
which case termination will not become effective so long as the
Licensee is in good faith diligently and expeditiously attempting to
cure such breach, only for up to, but not beyond, 90 days.

8.5    Effect of Termination.     Upon the expiration
or termination of the License and the License Period for any reason
whatsoever, all of the rights of the Licensee under this Agreement
shall forthwith terminate and immediately revert to CKI; all Fees on
sales theretofore made shall become immediately due and payable; the
Licensee shall forthwith discontinue all use of the Licensed Mark,
except that the Licensee may, on a non-exclusive basis, during the
period (i) commencing on the date of the expiration of the License
Period pursuant to § 2.1 or termination of the License because of
the breach of § 3.2 and ending 4 months thereafter or (ii)
commencing on the date of the termination of the License pursuant to
clause (b), (c), (d) or (e) of § 8.3 and ending 4 months
thereafter (unless at the advance request of Licensee, which request
includes an up-to-date inventory schedule, with anticipated disposition
dates, CKI in writing agrees to extend such Disposal Period for up to
an additional 30, 60 or 90-day period only, in no event to
exceed 6 months in aggregate) (the "Disposal
Period"), consummate all sales of Licensed Products
which were firm on the date of such expiration or termination and sell
the balance of the 









	    	 CONFIDENTIAL TREATMENT





Inventory not purchased by CKI within 45
days following date of expiration or termination, and sold within the
applicable Disposal Period as provided in § 8.6;
provided, however, that any advertising used during
the Disposal Period shall be subject to CKI's prior written
approval and such disposition of the Licensed Products shall continue
to be subject to the Licensee's obligations hereunder, including,
but not limited to, payments to be made to CKI, and Fees with respect
thereto shall be due on the last day of the Disposal Period. Without
limiting the generality of the first clause of this § 8.5, the
Licensee acknowledges that activities, including sales during the
Disposal Period, are on a non-exclusive basis. Subsequent to the
Disposal Period or, if none, subsequent to such termination, the
Licensee shall no longer use the Licensed Mark, any variation,
imitation or simulation thereof, or any trademark similar thereto; and
the Licensee shall thereupon deliver to CKI, free of charge, all
sketches, designs, colors and the like in its possession or control,
designed or approved by CKI, and all Labels supplied by CKI in the
Licensee's possession or control. CKI shall have the option,
exercisable upon notice to the Licensee within 30 days of such
expiration or termination, to negotiate the purchase of Labels which
have not been supplied by CKI. If such negotiations do not result in
the purchase of such Labels or any part of W-I-P, the Licensee shall
destroy the unused Labels and W-I-P (except for greige goods or other
unidentifiable generic materials otherwise useable by Licensee) at the
end of the Disposal Period or, if none, upon such termination, under
the supervision of CKI, and the Licensee shall supply to CKI a
certificate of destruction thereof signed by a duly authorized officer
of the Licensee.

8.6    Inventory Upon
Termination.     Upon the expiration or termination of the
License and the License Period for any reason whatsoever, the Licensee
shall deliver to CKI within 15 business days a complete and accurate
schedule of Inventory of Licensed Products (i.e., inventory
constituting finished Licensed Products on hand at termination,
work-in-process, a/k/a "W-I-P," to be
completed and received in warehouse within 3 months only) as
of the close of business on the date of) such expiration or termination
(the "Inventory Schedule"). CKI
thereupon shall have the option, exercisable by written notice to the
Licensee within 15 days after its receipt of the Inventory Schedule, to
purchase (or to have its designee purchase) any or all of the Inventory
(other than Inventory required to consummate sales of Licensed Products
which were firm on the date of such expiration or termination) for an
amount ***  In the event such notice is sent by CKI, CKI (or its
designee) may collect the Inventory referred to therein within 90 days
after CKI's notice. CKI (or its designee) will pay for the
Inventory upon collection. In the event such notice is not sent, the
Licensee may dispose of the Licensed Products during any Disposal
Period pursuant to § 8.5; provided, however,
that such disposition shall continue to be subject to the
Licensee's obligations hereunder, including, without limitation,
with respect to the payment of fees and the approval of customers and
advertising. At the end of the Disposal Period, or if none, upon such
termination, any Licensed Products remaining in the Licensee's
possession or control, including, without limitation, in any stores of
the Licensee, shall, at the request of CKI, be destroyed. To the extent
the Licensee completely removes the Licensed Mark from the Licensed
Products, and all Labels attached to such Licensed Products, and such
Licensed Products are not recognizable as a Licensed Product and cannot
be distinguished from similar generic products generally available in
the marketplace, such Products shall no longer be Licensed Products.
CKI shall have the right at any time, and at its expense, to conduct a
physical inventory of the Licensed Products then in the
Licensee's possession or control.

8.7    Freedom to
License.     CKI shall be free to license to others the use of
the Licensed Mark in connection with the manufacture, sale,
distribution and promotion of Licensed Products in the Territory upon
termination or expiration of this Agreement and to enter into
discussions and negotiations applicable thereto, provided only that no
shipment of Licensed Products and no publication of institutional or
consumer advertising of the Licensed Products pursuant to any such new
license will be permitted prior to the termination or expiration of
this Agreement.

8.8    Rights Personal.     The
License and rights granted hereunder are personal to the Licensee. No
assignee for the benefit of creditors, receiver, trustee in bankruptcy,
sheriff or any other officer or court charged with taking over custody
of the Licensee's assets or business, shall have any right to
continue performance of this Agreement or to exploit or in any way use
the Licensed Mark if this Agreement is terminated pursuant to
§§ 8.3, 8.4 or 11.8, except as may be required by law.









	    	 CONFIDENTIAL TREATMENT




8.9    Trustee in
Bankruptcy.     Notwithstanding the provisions of § 8.8, in
the event that, pursuant to the applicable bankruptcy law (the
"Code"), a trustee in bankruptcy,
receiver or other comparable person, of the Licensee, or the Licensee,
as debtor, is permitted to assume this Agreement and does so and,
thereafter, desires to assign this Agreement to a third party, which
assignment satisfies the requirements of the Code, the trustee or the
Licensee, as the case may be, shall notify CKI of same in writing. Said
notice shall set forth the name and address of the proposed assignee,
the proposed consideration for the assignment and all other relevant
details thereof. The giving of such notice shall be deemed to
constitute an offer to CKI to have this Agreement assigned to it or its
designee for such consideration, or its equivalent in money, and upon
such terms as are specified in the notice. The aforesaid offer may be
accepted by CKI only by written notice given to the trustee or the
Licensee, as the case may be, within 15 days after CKI's receipt
of the notice to such party. If CKI fails to deliver such notice within
said 15 days, such party may complete the assignment referred to in its
notice, but only if such assignment is to the entity named in said
notice and for the consideration and upon the terms specified therein.
Nothing contained herein shall be deemed to preclude or impair any
rights which CKI may have as a creditor in any bankruptcy
proceeding.

8.10     Compensation.     Without
limiting any right or remedy of CKI, if CKI terminates this Agreement
pursuant to § 8.3, CKI shall have the right to
***


ARTICLE IX.    INDEMNIFICATION AND INSURANCE

9.1    Indemnification by the Licensee.     The
Licensee does hereby indemnify and hold harmless CKI, its Affiliates,
including, without limitation, PVH, CKTT, and its and their current and
former respective directors, officers, employees, agents, trustees, and
representatives, as well as Mr. Calvin Klein, his heirs, his estate and
their respective legal representatives (each, an
"Indemnified Party') from and against any
and all losses, liabilities, damages and expenses (including reasonable
attorneys' fees and expenses (including allocable costs of
in-house counsel)), which an Indemnified Party may incur or be
obligated to pay in any third party action, claim or proceeding, for or
by reason of any acts, whether of omission or commission, that may be
committed by the Licensee (which for purposes of this § 9.1,
includes its Affiliates, but not Guarantor) or any of their servants,
agents or employees in connection with the Licensee's performance
of this Agreement, including but not limited to:

(a)    to the extent permitted by law, any alleged
defect in any Licensed Product, regardless of whether the action is
based upon negligence or strict liability, and regardless of whether
the alleged negligence is characterized as
"passive" or
"active";

(b)    the
manufacture, labeling, sale or distribution of any Licensed Product by
the Licensee;

(c)    any violation of any
warranty, representation or agreement made by the Licensee pertaining
to a Licensed Product; or

(d)    the claim of
any broker, finder or agent used by the Licensee in connection with the
making of this Agreement or any transactions contemplated by this
Agreement.

CKI shall give the Licensee prompt written notice of
any such claim or action and thereupon the Licensee shall undertake and
conduct the defense of any suit so brought. In the event an appropriate
action is not taken by the Licensee within 30 days of its receipt of
notice from CKI, CKI shall have the right to defend such claim or
action in its own name, but no settlement or compromise of any such
claim or action may be made without the prior written consent of the
Licensee, such consent not to be unreasonably withheld or delayed. In
either case, CKI and the Licensee shall keep each other fully advised
of all developments and shall cooperate fully with each other and in
all respects in connection with any such defense. Such indemnification
shall be deemed to apply solely to the amount of the judgement, if any,
against CKI and reasonable sums paid by CKI in connection with its
defense, and shall not apply to any consequential damages suffered by
CKI which are not included in the aforementioned judgement. The
provisions of this § 9.1 and the Licensee's obligations
hereunder shall survive any termination of the License or rescission of
this Agreement.









	    	 CONFIDENTIAL TREATMENT




9.2    Notice of Suit or
Claim.     The Licensee shall promptly inform CKI by written
notice of any suit or claim against the Licensee relating to the
Licensee's performance under this Agreement, whether such suit or
claim is for personal injury, involves alleged defects in the Licensed
Products manufactured, sold or distributed hereunder, or otherwise.

9.3    Indemnification by CKI.     CKI does hereby
indemnify and hold harmless the Licensee and its Affiliates, and their
respective managers, directors, members, shareholders, employees and
agents from and against any and all losses, liability, damages and
expenses (including reasonable attorneys' fees, costs and
expenses, but excluding consequential damages, incidental damages and
lost profits) which any of them may incur or for which it may become
liable or compelled to pay in any action or claim alleging: (i)
CKI's breach of any representation or warranty of CKI hereunder
in § 11.1; or (ii) that the Licensee's use of the Licensed
Mark in accordance with the terms of this Agreement violates the bona
fide trademark ownership rights of a third party in the United States
or Canada. The Licensee will promptly notify CKI of any action or claim
brought to its attention; provided, however, that the
failure to promptly notify CKI shall not relieve CKI of its obligation
hereunder, except to the extent (if any) that CKI actually prejudiced
thereby. The provisions of this § 9.3 and the obligations of CKI
set forth herein shall survive the expiration or other termination of
this Agreement.

9.4    Insurance.    

9.4.1    Requirement.     Without limiting the
Licensee's liability pursuant to the indemnity provisions of this
Agreement, the Licensee shall maintain comprehensive general liability
insurance in the amount of at least *** with a broad form
property damage liability endorsement. This insurance shall include
broad form blanket contractual liability, personal injury liability,
products and completed operations liability. Each coverage shall be
written on an "occurrence" form.

9.4.2    General Provision.     The insurance
described in § 9.4.1 shall include: (i) a cross-liability
endorsement naming each of CKI, CKTT, and Mr. Calvin Klein; (ii) an
endorsement stating that CKI shall receive at least 30 days'
written notice prior to cancellation or non-renewal of coverage; (iii)
an endorsement naming each of CKI, CKTT, and Mr. Calvin Klein as
additional insureds; (iv) an endorsement stating that the insurance
required by this Agreement is primary and that any insurance purchased
by CKI, CKTT, or Mr. Calvin Klein shall only apply in excess of the
insurance purchased by the Licensee; (v) a waiver of subrogation in
favor of each of CKI, CKTT, and Mr. Calvin Klein; and (vi) an
endorsement stating that each of CKI, CKTT, and Mr. Calvin Klein may
recover for any loss caused CKI, its agents or employees, whether
caused by the negligence (including active, passive and gross
negligence) of the Licensee, or otherwise.

9.4.3    Approved Carrier/Policy Changes.    
All insurance shall be obtained from primary, and financially capable
and reputable, insurance companies. The Licensee shall give at least 30
days' prior written notice to CKI of the cancellation or any
modification of such insurance policy that would affect any of
CKI's, CKTT's, or Mr. Calvin Klein's status or
benefits thereunder. This insurance may be obtained for CKI, CKTT, or
Mr. Calvin Klein by the Licensee in conjunction with a policy which
covers products other than the Licensed Products.

9.4.4    Evidence of Coverage.     No later
than 20 days from the date hereof, the Licensee shall furnish to CKI
evidence, in form and substance satisfactory to CKI, of the maintenance
and renewal of the required insurance copies of policies with
applicable riders and endorsements) and certificates of insurance.

9.4.5    Territory.     The insurance set forth
in this § 9.4  must cover the entire Territory to the
extent available in each jurisdiction in the Territory.

ARTICLE
X.    COMPLIANCE WITH LAWS

10.1    Compliance with
Laws.     The Licensee shall comply with all laws, rules,
regulations and requirements of any governmental body which may be
applicable to the operations of the Licensee 









	    	 CONFIDENTIAL TREATMENT





contemplated hereby, including, without
limitation, as they relate to the manufacture, distribution, sale or
promotion of Licensed Products, notwithstanding the fact that CKI may
have approved such item or conduct.

10.2    Equitable
Relief.     CKI shall be entitled to equitable relief by way of
temporary and permanent injunction and such other and further relief at
law or in equity as any court with jurisdiction may deem just and
proper. The Licensee waives the requirement of the posting of a bond in
connection with any application by CKI for equitable
relief.

ARTICLE XI.    MISCELLANEOUS

11.1    Warranties and Representations of the
Parties.     Each of the parties hereby represents and warrants
to the other party that: it is a corporation (or limited liability
company, as applicable) duly organized, validly existing and in good
standing under the laws of the jurisdiction of its incorporation; it
has the full right, power and authority to enter into, and perform its
obligations under, this Agreement; and all necessary corporate acts
have been effected by it to render this Agreement valid and binding
upon it.

11.2    Definitions.     Each of the
following terms (unless deliberately omitted) has the meaning ascribed
thereto in the applicable § therein
contained:

    





			
	Defined
Term
	Advertising Obligation
	Advertising Overage
	Advertising
Shortfall
	Affiliates
	Agreed
Upon Season's Themes
	Annual Period
	Anti-Diversion Efforts
	Annual
Period
	Approved Accounts
	Approved Design Concepts
	Approved
Prototypes
	Approved Seconds and
Closeouts
	Accounts
	CKI
	CKI Stores
	CKTT
	Close-Outs
	Code
	Collection
	Co-operative Advertising
	CRK
	CRK Fee
	Design Concepts
	Disclosing Party
	Disposal
Period
	Diversion
	E-Commerce
	Excluded Design
	Gross Sales
	Minimum Guaranteed
Fees
	Indemnified Party
	Initial
License Period
	Inventory
	Inventory Schedule
	Labels
	License
	Licensed Mark
	License Period
	Licensed
Products
	Licensee
	Licensing
Forecast
	Minimum Net Sales Threshold
	Net Sales
	Network
	Non-Conforming Products
	Notice of
Termination
	Parallel Imports
	Percentage Fees
	PR Overage
	PR Shortfall
	Products
	PVH
	Renewal License Period
	Seconds
	Standards
	Territory
	Time And Action
Calendar
	Third-Party Manufacturing
	Agreement
	Trademark Security
Plan
	Transfer
	














	    	 CONFIDENTIAL TREATMENT




11.3    Notices.    
All reports and notices required or permitted to be given under this
Agreement shall be in writing and shall, unless specifically provided
otherwise in this Agreement, be deemed to have been given if personally
delivered or faxed (on the date of messengering or faxing), or if
mailed, three business days from the date of mailing (by certified or
registered mail, return receipt requested and postage prepaid), or if
by overnight air courier, one business day from the date of overnight
air courier handling as follows:





			
	If
to CKI, to:		Calvin Klein, Inc.
 205 West 39th
Street
 New York, New York 10018
 Attention: President and Chief
Operating Officer
 Telephone: (212) 292-9901
 Facsimile: (212)
292-9933
	With a copy to:		Calvin Klein,
Inc.
 205 West 39th Street
 New York, New York
10018
 Attention: General Counsel
 Telephone: (212) 292-9652

Facsimile: (212) 764-6784
	If to the Licensee,
to:		CK Jeanswear Europe S.p.A.
 Via Provinciale Lucchese 181
50019
 Sesto Fiorentino, Florence, Italy
 Attn.: Chief Executive
Officer
 Telephone: +39 055 305 442
 Facsimile: +39 055 310
506
	If to Warnaco, to:		WF Overseas Fashion
C.V.
 c/o Warnaco Inc.
 501 Seventh Avenue
 New York, New York
10018
 Attn: General Counsel
 Telephone: (212) 287-8282

Facsimile: (212) 287-8275
	






Requests for
approvals with appropriate submissions shall be sent to the applicable
party, either CRK, the President or the designated design staff member.
Financial reports shall be sent to the designated party in the Finance
Department. A party may change its address for receipt of notices at
any time upon notice to the other party.

11.4    Assignment.     The License and all rights
granted to the Licensee hereunder are personal in nature, and the
Licensee shall not Transfer the License, this Agreement or its rights
and interest hereunder, or any part hereof, without the prior written
consent of CKI, which consent may be withheld by CKI in its sole and
absolute discretion.

11.5    Sublicense.     The
Licensee is prohibited from granting any sublicenses under this
Agreement, unless approved by CKI.

Licensee shall have the right
to grant a distributorship or distributorships (excluding a sublicense)
for limited areas or jurisdictions in the Territory), but no such
distributorship shall reduce in any way Licensee's obligations
hereunder nor may such distributorship or any sublicense agreement be
entered into unless the following terms and conditions are first
satisfied:

(i)    the term of any distributorship or
sublicense agreement shall be no more than five (5) years or five (5)
years plus five (5) years contingent on at least compliance (with
automatic termination upon termination of this Agreement);









	    	 CONFIDENTIAL TREATMENT




(ii)    The distributor or
sublicensee must agree to comply in its activities as a distributor or
sublicensee with all of the provisions of this Agreement applicable to
such distribution;

(iii)    The distributor or
sublicensee must agree not to assign, transfer, or further grant the
distributorship agreement or sublicense agreement itself or any of the
rights granted to it thereunder without CKI's prior written
consent; and

(iv)    The distributor or sublicensee
must acknowledge that each of CKI, CKTT and Mr. Calvin Klein are
third-party beneficiaries, must afford CKI rights of inspection,
approval and termination consistent with its rights pursuant to this
Agreement, which it may exercise directly, including rights of
termination, and must indemnify CKI, CKTT and Mr. Calvin Klein from
liabilities and claims specifically in accordance with the provisions
hereof;

(v)    Licensee must deliver a copy of each
distributorship and proposed sublicense agreement and must subsequently
deliver a copy of each material amendment thereof to CKI, prior to the
execution thereof in the case of any proposed sublicense for review and
approval, and shall deliver a conformed copy to CKI promptly after its
execution and the execution of each amendment thereto;

(vi)    if Licensee enters into an agreement and fails to
control, pursuant to this Agreement or the terms of the distributorship
agreement or sublicense agreement, the distributor or sublicensee
thereunder, and as a result of such failure fails to prevent a breach
by such distributor or sublicense agreement of any provision of this
Agreement or the distributorship agreement or sublicense agreement, CKI
may, in addition to all of its other rights and remedies under this
Agreement, require Licensee to ameliorate the effect of such breach;
and

(vii)    if applicable, ***


11.6    Assignment by CKI.     CKI shall have a
complete and unrestricted right to Transfer any or all of its rights
and interests in this Agreement, provided that such transferee is bound
by all of the terms hereof, and subject to the Licensee's right
to continue to exercise all of its rights hereunder.

11.7    No Agency.     The Licensee shall not represent
itself as the agent or legal representative of CKI or its Affiliates
for any purpose whatsoever and shall have no right to create or assume
any obligation of any kind, express or implied, for or on behalf of
them in any way whatsoever. CKI shall similarly not represent itself as
the agent or legal representative of the Licensee or its Affiliates for
any purpose whatsoever and shall have no right to create or assume any
obligation of any kind, express or implied, for or on behalf of them in
any way whatsoever.

11.8    Suspension of
Obligations.     If the Licensee shall be prevented from
performing any of its obligations because of Federal governmental
regulation or martial order, or by war, declared or undeclared, or
other major and material calamities such as fire, earthquake, or
similar Acts of God, the Licensee's obligations shall be
suspended during the period of such conditions except for payment and
provided the Licensee promptly commences and proceeds diligently to
ameliorate the effect. If such condition continues for a period of more
than 60 days, CKI shall have the right to terminate this Agreement.

11.9    Benefit.     This Agreement shall inure to the
benefit of and be binding upon the parties hereto, and, subject to
§§ 11.4 and 11.6, their successors and assigns. PVH, CKTT and
Mr. Calvin Klein (with respect to §§ 9.1 and 9.4) shall be
third-party beneficiaries of this Agreement and, whether or not
expressly set forth herein, shall have the right (a) to exercise, and
enforce against the Licensee, the rights of CKI hereunder if CKI fails
to exercise such rights, and (b) to exercise, and enforce against the
Licensee, the same rights as CKI hereunder in addition to (and not in
lieu of) any rights CKI has hereunder. Nothing herein shall be deemed
to give the Licensee any rights to make any claim against PVH, CKTT
and/or Mr. Calvin Klein.

11.10    Entire Agreement;
Amendment.     This Agreement, including the exhibits hereto,
constitutes the entire agreement of the parties hereto with respect to
the subject matter hereof and all prior agreements, contracts,
promises, representations and statements between them, if any, whether
written or 









	    	 CONFIDENTIAL TREATMENT





oral, with respect thereto are merged into
and superseded by this Agreement, except as specifically set forth
herein. This Agreement may not be amended or modified, except in a
writing signed by both parties hereto and exchanged between them.

11.11    Non-Waiver.     No waiver by either party of
any breach hereof or default hereunder will constitute a continuing
wavier of such provision or of any other provision of this Agreement.
Acceptance of payment by CKI will not be deemed a waiver by CKI of any
violation of or default under any of the provisions of this Agreement
by the Licensee or an election of remedies as to which any and all
rights (and all remedies) are expressly reserved and retained.

11.12    Severability.     In case any one or more of
the provisions contained in this Agreement should be invalid, illegal
or unenforceable in any respect in any jurisdiction, the validity,
legality and enforceability of such provisions shall not be affected or
impaired in any other jurisdiction, nor shall the remaining provisions
contained herein in any way be affected or impaired thereby, unless CKI
determines such provision was material, in which case CKI may terminate
this Agreement.

11.13    Headings.     The headings
of the Articles and sections of this Agreement are for convenience only
and in no way limit, define or affect the terms or conditions of this
Agreement.

11.14    Counterparts.     This
Agreement may be executed in two or more counterparts, each of which
shall be deemed an original, but all of which together shall constitute
one and the same instrument.

11.15    Governing
Law.     THIS AGREEMENT AND THE RIGHTS AND
    OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED
BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE
STATE OF NEW YORK, WITHOUT REFERENCE TO ITS PRINCIPLES OF CONFLICTS OF
LAW. (HOWEVER, DISPUTES REGARDING THE LICENSED MARK WILL BE RESOLVED IN
ACCORDANCE WITH THE U.S. FEDERAL TRADEMARK LAWS AND RELATED LAWS,
STATUES, RULES AND REGULATIONS OF THE UNITED STATES UNLESS THERE ARE NO
U.S. FEDERAL LAWS, STATUTES, RULES OR REGULATIONS DISPOSITIVE OF SUCH
DISPUTE, IN WHICH EVENT SUCH DISPUTES WILL BE RESOLVED IN ACCORDANCE
WITH THE PREVIOUSLY DESCRIBED LAWS OF THE STATE OF NEW YORK.)

11.16    Jurisdiction.     Any legal action or
proceeding with respect to this Agreement shall be brought in the
federal or state courts seated in the County of New York, State of New
York and, by execution and delivery of this Agreement, each party
hereby accepts for itself and in respect to its property, generally and
unconditionally, the exclusive jurisdiction of the aforesaid courts.
The Licensee hereby irrevocably and unconditionally waives any
objection, including, without limitation, any objection to the laying
of venue or based on the grounds of forum non conveniens, which
it may now or hereafter have to the bringing or maintaining of any such
action or proceeding in such respective jurisdictions, and specifically
acknowledges and agrees that any judicial opinion and/or decision
rendered, judgement award in order issued by the courts of the State of
New York and/or the federal courts located therein, will be enforceable
in any jurisdiction. Any such opinion, decision, judgement and/or order
may be deposited in the applicable jurisdictional venue and court in
Italy or elsewhere in the Territory with full force and effect as if
rendered within such venue and by such judicial authority with the same
full force and effect. Each party irrevocably and unconditionally
consents to the service of process of the aforementioned courts in any
such action or proceeding by the mailing of copies thereof by
registered or certified mail, postage prepaid, to the other party at
its address for notices provided in § 11.3, such service to become
effective 30 days after such mailing.

11.17    Non-Solicitation.    

(a)    The
Licensee agrees that ***


(b)    CKI agrees that
***


11.18    Confidentiality.     Each of the
parties hereto acknowledges that it may receive from the other (the
"Disclosing Party"): (a) prints, designs,
ideas, sketches, and other materials or information, including,










	    	 CONFIDENTIAL TREATMENT





without limitation; (b) financial or
business information; (c) a formula, pattern, compilation, program,
device, method, technique, or process; or (d) other information that in
each case derives independent economic value, actual or potential, from
not being generally known to the public or to other persons who can
obtain economic value from its disclosure or use which the Disclosing
Party intends to use on or in connection with lines of merchandise
other than the Licensed Products and which have not as yet found their
way into the channels of distribution. The parties recognize that these
materials are valuable property of the Disclosing Party. Each of the
parties hereto acknowledges the need to preserve the confidentiality
and secrecy of these materials and agrees to take all necessary steps
to ensure that use by it, or by its contractors, will in all respects
preserve such confidentiality and secrecy, while acknowledging that
each of the parties works with others on product development and
designs. None of the parties shall, at any time during the License
Period or any time thereafter, disclose or use for any purpose, other
than as contemplated by this Agreement, any confidential information
and data relating to the business of the other, except as required or
otherwise considered necessary in or to its business, but under its
normal and customary confidentiality procedures applicable overall as
to such use. Nothing herein shall be deemed to limit CKI's rights
under §§ 6.8 and 6.12. The provisions of this § 11.18
shall not apply to information that (i) is now or hereafter becomes
generally available to the public, other than as a result of a breach
hereof, or (ii) is obtained from a third party that, to the knowledge
of the party receiving the information, is not under any obligation to
keep such information confidential. Notwithstanding anything in this
§ 11.18 to the contrary, if any party becomes legally compelled
(including by deposition, interrogatory, request for documents,
subpoena, civil investigative demand or similar process) to disclose
any of the confidential information, such party shall provide the
others with prompt written notice of such requirement so that the party
whose information it is may seek a protective order or other
appropriate remedy. If such protective order or other remedy is not
obtained, the party under compulsion to disclose the information agrees
to disclose only that portion of the confidential information, which it
is advised by counsel, is legally required to be disclosed, and it
agrees to take all reasonable steps to preserve the confidentiality of
the confidential information (including by obtaining, at the cost of
the owner of the information, an appropriate protective order or other
reliable assurance that confidential treatment will be accorded the
confidential information). In addition, the party under compulsion to
disclose the information shall not oppose any effort (and shall, if and
to the extent requested by the owner of the information, cooperate
with, assist and join with the owner of the information, at the expense
of the owner of the information) in any action by the owner of the
information to obtain a protective order or other reliable assurance
that confidential treatment will be accorded the confidential
information.

11.19    Cross-Termination.    
***


11.20    Assignment Within Warnaco
Family.     Following the closing of the Transaction, pursuant
to which Warnaco will, in accordance with its terms, acquire the
business of Licensee, this Agreement may be assigned within the Warnaco
family of companies in accordance with the terms as agreed by CKI and
set forth in writing simultaneously herewith.









	    	 CONFIDENTIAL TREATMENT




IN WITNESS WHEREOF, the parties have
executed this Agreement as of the date first set forth above.


		CALVIN KLEIN, INC.








							
	 		By:
/s/ Tom
Murry                                        
	 		Name: Tom Murry
	 		Title:
President and COO
	 		CK JEANSWEAR EUROPE,
S.P.A.
	 		By: /s/
Lawrence R. Rutkowski                   
	 		Name: Lawrence R. Rutkowski
	 		Title: Vice President and Treasurer
	 		CK JEANSWEAR ASIA
LIMITED
	 		By: /s/
Lawrence R. Rutkowski                 
	 		Name: Lawrence R. Rutkowski
	 		Title: Vice President and Treasurer
	 		WF OVERSEAS FASHION
C.V.
	 		By: Warnaco
U.S., Inc., its general partner
	 		By:
/s/ Stanley P.
Silverstein                           
	 		Name:
Stanley P. Silverstein
	 		Title: President
and Secretary
	














	    	 CONFIDENTIAL TREATMENT




SCHEDULE 6.13

APPROVED ACCOUNTS









	    	 CONFIDENTIAL TREATMENT




SCHEDULE 6.14

APPROVED SECONDS AND CLOSE-OUTS ACCOUNTS









	    	 CONFIDENTIAL TREATMENT




SCHEDULE S

SHAREHOLDERS





							
	Name/Address/Position		#/%
Shareholdings
	














	    	 CONFIDENTIAL TREATMENT




EXHIBIT T

TERRITORY

European Union at 1 May 2004, which
included Austria, Belgium, Luxembourg, Netherlands, Denmark, Finland,
France, Germany, Great Britain, Greece, Ireland, Italy, Portugal,
Spain, Sweden, Estonia, Latvia, Lithuania, Czech Republic, Slovakia,
Slovenia, Hungary, Poland, Malta, Cyprus.

Also Norway,
Switzerland, Monte Carlo, Vatican City, Liechtenstein, Iceland and

Eastern Europe and Russia, consisting of: Croatia,
Bosnia-Herzegovina, Serbia, Macedonia, Bulgaria, Romania, Moldavia,
Ukraine, Byelorussia, ex-C.I.S. (Russia), Georgia, Armenia, Azerbaijan,
Kazakhstan and Uzbekistan.

Middle East:

Lebanon, Israel, Palestine, Jordan, Iran, Saudi Arabia,
Yemen, Qatar, Kuwait, Bahrain, Oman, UAE, Egypt and Turkey.*

Africa**:

South Africa, Tunisia, Algeria,
Morocco, Ivory Coast, Senegal, Nigeria.

Asia:

Hong Kong, Republic of Korea, Republic of China
(Taiwan), China (PRC), Indonesia, Philippines, Singapore, Malaysia,
Thailand, New Guinea, Vietnam, Australia, New Zealand, Cambodia, Laos,
Myanmar, Macau, the Federated State of Micronesia and Mariana Islands
(but excluding U.S. Saipan) Japan (not India, Pakistan, other
jurisdictions).

		
	* 	Not Syria, as
regulations preclude protection of trademark, until registration of
trademark may occur, as advised by CKI.


		
	**
	N.B. – for trademark, only OAPI
application/registration.










	    	 CONFIDENTIAL TREATMENT




EXHIBIT P (page 1 of 2)

PRODUCTS

*** [approximately 2 pages
redacted]









	    	 CONFIDENTIAL TREATMENT




EXHIBIT B

ROYALTY
STATEMENT

FORM MUST BE SUBMITTED COMPLETED

CALVIN KLEIN, INC.

Page
_____of______

Date
_____________

NAME OF LICENSEE:

LICENSEE'S ADDRESS:

LICENSED PRODUCT:

		
	205 	For
each month during the period of
___________to
_______________(the
"Period").


For the
month of
__________________.


	Category	 Style No.	 Units	 Gross Sales	
Discounts	 Net Sales	 Percentage Fees




For the
month of
__________________.


	Category	 Style No.	 Units	 Gross Sales	
Discounts	 Net Sales	 Percentage Fees




For the
month of
__________________.


	Category	 Style No.	 Units	 Gross Sales	
Discounts	 Net Sales	 Percentage Fees




TOTAL

205        NET SALES BY
ACCOUNT

205        INVENTORY AS OF THE END OF THE
PERIOD:

Style Number  Units  Wholesale
Price









	    	 CONFIDENTIAL TREATMENT




The undersigned,
_______________the
______________
of the Licensee, does hereby certify that the foregoing information
provided to CKI pursuant to the License Agreement is complete and
accurate.

IN WITNESS WHEREOF, the undersigned has
executed this Royalty Statement on this
____ day of
___________,
____.


		LICENSEE :





		By:
________________________________________

Name:





		Title: Chief Financial Officer or other
duly authorized executive officer as applicable




The
completion of this statement does not limit the Licensee's right
to receive credit for payments of Minimum Guaranteed Fees and
Percentage Fees as set forth said License Agreement.









	    	 CONFIDENTIAL TREATMENT




EXHIBIT D

THIRD-PARTY
 MANUFACTURING
 AGREEMENT

AGREEMENT, dated
_________
__,
_________,
by and between
____________________
(the "Licensee"), having an address
at
___________________,
and
________________(the
"Manufacturer"), having an address
at
____________________.

WITNESSETH:

WHEREAS, the Licensee pursuant to a
License Agreement with CALVIN KLEIN, INC.
("CKI") has been granted a license
("License") to use the CALVIN KLEIN
trademark (the "Licensed Mark") in
connection with the distribution, sale and marketing of certain goods
("Licensed Products");

WHEREAS, CKI, a subsidiary of Phillips-Van Heusen Corporation
("PVH"), is the licensee and
beneficial owner of the trademarks CALVIN KLEIN, CK and CK/CALVIN KLEIN
for certain products, which are owned of record by the Calvin Klein
Trademark Trust ("CKTT"), and PVH is
the owner, licensee or sublicensee of the trademarks VAN HEUSEN, IZOD,
IZOD CLUB, BASS, G.H. BASS, GEOFFREY BEENE, ARROW, KENNETH COLE NEW
YORK, REACTION BY KENNETH COLE, BCBG MAX AZRIA and DKNY, and
PVH's policy is not to place, and to cause its subsidiaries and
their respective licensees and sublicensees not to place, orders with
any manufacturer or subcontractor that breaches the provisions
contained in this Agreement and similar provisions contained in other
third-party manufacturing agreements of PVH or any of its affiliates,
including, without limitation, CKI;

WHEREAS, the License
entitles the Licensee to subcontract the manufacture and/or assembly of
the Licensed Products to third parties, subject to certain express
limitations and conditions; and

WHEREAS, the Licensee has
selected the Manufacturer as a manufacturer to produce the Licensed
Products for the Licensee subject and pursuant to the terms and
conditions set forth below;

NOW, THEREFORE, the parties hereby
agree as follows:

1.    The Manufacturer shall have no rights
in or to the Licensed Mark or in any mark similar thereto by reason of
its manufacture of the Licensed Products and shall only use the
Licensed Mark in strict accordance with the Licensee's
instructions.

2.    The Manufacturer recognizes the validity
of the Licensed Mark and will take no action, either during the term of
this Agreement or at any time thereafter, in derogation of CKI's
and/or CKTT's entire right and interest in and to the Licensed
Mark or any value thereof or prestige related thereto. The Manufacturer
will not, either during the term of this Agreement or at any time
thereafter, oppose, petition to cancel or otherwise interfere with any
registration CKI or CKTT has now or may obtain in the future for the
Licensed Mark.

3.    The Manufacturer will manufacture and
sell the Licensed Products and/or assemble the Licensed Products and
will deliver them only to the Licensee or to the Licensee's
authorized representative or agents. Any and all Licensed Products
produced by the Manufacturer which do not meet the Licensee's
quality standards or result from overruns or cancellations of the
Licensee's orders (collectively, "Rejected
Products") will be strictly accounted for and
physically maintained, at the Manufacturer's sole expense, in the
Manufacturer's warehouse or such other place as may be under the
Manufacturer's exclusive access and control. Rejected Products
not bearing the Licensed Mark or any identifying logo may be sold to
any third party; provided; however, that all labels,
hang tags, and other identifying marks must be removed from such
Rejected Products before sale to such a third party. Rejected Products
bearing the Licensed Mark or any identifying logo may be sold to any
third party; provided, however, that (A) such
Rejected Products must be held for a minimum period of three months
after the original ship date of the Licensee's 









	    	 CONFIDENTIAL TREATMENT





purchase order, and (B) all labels must be
cut and the Product clearly and significantly stamped
"irregular" before sale to such a third
party.
**


4.    The Manufacturer will follow the specifications and
standards from time to time stipulated by the Licensee and will permit
the Licensee, CKI and PVH to inspect the manufacturing processes and
provide samples of the Licensed Products in order for the Licensee, CKI
or PVH, as the case may be, to satisfy itself that the specifications
and standards are being met.

5.    The Manufacturer
acknowledges that the Licensee may provide it with certain prints,
designs, ideas, sketches and other materials or trade secrets which may
or will be used in connection with the Licensed Products and/or lines
of merchandise other than the Licensed Products which have not been
announced to the public or entered the stream of commerce. The
Manufacturer recognizes that such materials are exclusive and valuable
property of CKI or PVH and acknowledges the need to preserve the
confidentiality and secrecy of such materials. The Manufacturer agrees
to take all reasonable precautions to protect the secrecy of the
materials, samples and designs prior to their commercial distribution
or the showing of samples of same for sale. The Manufacturer will also
take all reasonable precautions to protect the secrecy of the original
designs created either by CKI, PVH or the Licensee for Licensed
Products prior to their advertisement, commercial distribution or the
showing of samples for sale. During the term of this Agreement, the
Manufacturer will not disclose or use for any purpose not contemplated
by this Agreement any confidential information or data that is
proprietary to CKI, PVH or the Licensee.

6.    The
Manufacturer shall institute procedures to control the storage,
requisition from storage and use all labels, packages and other
materials bearing the Licensed Mark to safeguard against the escape or
unauthorized use of the Licensed Mark or Licensed Products.

7.
    The Manufacturer will adhere to the standards and guidelines set
forth in PVH's publication "A Shared Commitment -
Requirements for Suppliers, Contractors, Business
Partners" and PVH's "Statement of
Corporate Responsibility," copies of which the
Manufacturer acknowledges it has received. The Manufacturer further
acknowledges that it has read and understands such publications. The
Manufacturer will communicate immediately to the Licensee any departure
from such standards and guidelines. The Manufacturer acknowledges that
compliance with such standards and guidelines is a prerequisite to a
continuing relationship with the Licensee.

In case any one or
more of the provisions contained in this Agreement should be invalid,
illegal or unenforceable in any respect in any jurisdiction, the
validity, legality and enforceability of such provisions shall not be
affected or impaired in any other jurisdiction, nor shall the remaining
provisions contained herein in any way be affected or impaired
thereby.

THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE
PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE
TO ITS PRINCIPALS OF CONFLICTS OF LAW.

	


		
	**	Bracketed
language should be deleted where agreement is with
subcontractor.










	    	 CONFIDENTIAL TREATMENT




IN WITNESS WHEREOF, the parties have
executed this Agreement as of the date first above written.





							
	 		LICENSEE:
	 		By:
                                                   
	 		        Name:
	 		        Title:
	 		MANUFACTURER:
	 		By:
                                                   
	 		        Name:
	 		        Title:
	














	    	 CONFIDENTIAL TREATMENT




EXHIBIT E

PRODUCTION
FACILITY EVALUATION FORM

FORM MUST BE SUBMITTED COMPLETED

CALVIN KLEIN, INC.

Page
_____of______

Date
_____________

NAME OF LICENSEE:

LICENSEE'S ADDRESS:

LICENSED PRODUCT:

PRODUCTION FACILITY:

Name:
_________________________________________________________________________________

Name of President of Production Facility
__________________________________________________

Address:
_______________________________________________________________________________

_______________________________________________________________________________________

Product:________________________________________________________________________________

Date Factory Evaluation
Completed:______________________________________________________

Signed:            
______________________________________

                (Note: Must be signed by an
authorized officer of the division producing Licensed Products)

______________________________________

(Print Name)

Submit to the attention
of:


		CALVIN KLEIN, INC.
 205 West 39th
Street
 New York, NY 10018
 Attention:
 Deirdre
Miles-Graeter












	    	 CONFIDENTIAL TREATMENT





4 October 2005

SCHEDULE OF CALVIN KLEIN TRADEMARKS CL. 18





							
	COUNTRY		APPLICATION/
REG.
DATE		APPLICATION(S.NO.)/
REGISTRATION
NO.		CLASS
	 		 		 		 
	Afghanistan		4
Jun 96		Reg. No. 5269		3,9,14,18,25
	 		 		 		 
	Albania		2
Jul 97		Reg. No. 6555		3,18,24,25,42
	 		 		 		 
	Algeria		3
Feb 92		Reg. No. 62374		3,9,14,16,18,24,25,42
	 		 		 		 
	Andorra		13
Dec 96		Reg. No. 957		3,9,14,18,25
	 		 		 		 
	Angola		1
Apr 96		Reg. No. 004665		18
	 		 		 		 
	Armenia
(4)		11 Jun 97		Reg. No.
1855		3,9,14,16,18,24,25,42
	 		 		 		(re-reg of USSR
85858)
	 		 		 		 
	Australia		28
Feb 97		Reg. No.
728,703		3,8,16,18,20,21,24,25,26,27,35,42		 
	 		 		 		 
	 		 		 		 
	Austria		30 May 97		Reg. No. 95,305		16,18,35,42
	 		 		 		 
	 		 		 		 
	Azerbaijan		3
Apr 98		Reg. No.
980,565		3,9,14,16,18,24,25,42
	 		 		 		(re-reg of USSR 85858)
	 		 		 		 
	Bahrain		29
Jun 89		Reg. No. 12657		18
	 		 		 		 
	Bangladesh		21
May 96		Ser. No.
46,969		18		 
	 		 		 		 
	 		 		 		 
	Belorussian		4-Oct-93		Reg.
No. 1259		3,9,14,16,18,24,25,42
	 		 		 		(re-reg of USSR
85858)
	 		 		 		 
	Benelux		12
May 97		Reg. No.
615,779		16,18,20,21,24,26,27,35,42
	 		 		 		 
	Bosnia-		 		 		 
	Herzegovina		5
Apr 96		Reg. No. BAZ 96519		3,9,14,18,25
	 		 		 		 
	Brunei		20
Jun 98		Reg. No. 24,840		18
	 		 		 		 
	Bulgaria		21
Feb 96		Reg. No. 27674		3,18,24,25
	 		 		 		 
	Cambodia		4
Apr 96		Reg. No. 7089		18
	 		 		 		 
	China		21
Apr 93		Reg. No. 638,716		18
	 		 		 		 
	Croatia		8
Oct 97		Reg. No. Z- 960554		14,18
	














	    	 CONFIDENTIAL TREATMENT








							
	COUNTRY		APPLICATION/
REG.
DATE		APPLICATION(S.NO.)/
REGISTRATION
NO.		CLASS
	 		 		 		 
	 		 		 		 
	CTM		1
Apr 96		Reg. No. 79707		3,4,8,9,14,16,18,20,21,
	 		 		 		24,25,26,27,35,42
	 		 		 		 
	Cyprus		20
Sep 95		Reg. No.
43454		18
	 		 		 		 
	 		 		 		 
	Czech
Republic		20 Jan 91		Reg. No.
168,158		3,18,25
	 		 		 		 
	 		 		 		 
	Denmark		30
Dec 77		Reg. No. 04451/1977		3,9,14,18,24,25
	 		 		 		 
	Egypt		23
Apr 97		Ser . No. 106565		18
	 		 		 		 
	 		 		 		 
	Estonia		11 Aug 94		Reg. No.
12297		3,9,14,16,18,24,25,42
(re-reg of USSR)
	 		 		 		 
	Finland		5
May 83		Reg. No. 85327		3,14,16,18,24,25
	 		 		 		 
	 		 		 		 
	France		31 May 77		Reg. No.
1,018,501		3,9,14,18,24,25
	 		 		 		 
	(St. Martin,
St. Barthelomy, French Guiana & other French Antilles)		28
Apr 87		Reg. No. 1,405,842		3,9,14,18,24,25
	 		 		 		 
	Gaza
Strip		 		 		 
	(Palestine)		14
Feb 96		Reg. No. 3575		18
	 		 		 		 
	 		 		 		 
	Georgia		27
Jan 97		Reg. No. 4411		3,9,14,16,18,24,25,42
 (re-reg
of USSR
85858)
	 		 		 		 
	 		 		 		 
	Germany		9
Nov 90		Reg. No. 647386		3,9,14,16,18,24,25,42
	 		11 Jul 78		Reg. No.
973637		3,9,14,18,24,25
	 		 		 		 
	Ghana		26
Apr 89		Reg. No. 24,235		18
	 		 		 		 
	Greece		17
Feb 98		Reg. No. 126,514		9,18
	 		 		 		 
	Guyana		19
Apr 96		Reg. No. 15,451A		18		19 Apr 17
	 		 		 		 
	 		 		 		 
	Hong
Kong		10 Jul 80		Reg. No. 1955/84
(S)		18
	 		 		 		 
	














	    	 CONFIDENTIAL TREATMENT








																			
	COUNTRY		APPLICATION/
REG.
DATE		APPLICATION(S.NO.)/
REGISTRATION
NO.		CLASS		 
	 		 		 		 		 
	Hungary
(3)		24 May 89		Reg. No. 128,535		3,18,24,25		 
	 		 		 		 		 
	India		23
Jan 96		Reg. No. 566,078		18		23 Jan 06
	 		 		 		 		 
	Indonesia		20
Oct 97		Reg. No. 400,498		18		 
	 		 		 		 		 
	Iran		10
Jun 92		Reg. No. 69505		3,9,14,16,18,24,25,35		 
	 		 		 		 		 
	Ireland		1 Apr 97		Reg. No. 207,116		16,18		 
	 		 		 		 		 
	Israel		30
Aug 84		Reg. No. 50337		18		26 Jun 15
	 		6 Sep 98		Reg. No. 113537		18 (ext.
goods)		10 Jul 18
	 		 		 		 		 
	Italy		18 Mar 85		Reg. No. 346,124		9,14,18,24,25		 
	 		 		 		 		 
	Japan		23
Aug 77		Reg. No.
1,294,434		17(18,24,25)		 
	 		25
Dec 85		Reg. No. 1,830,626		21(14,18,25) reclassified
8/05		 
	 		25 Dec 85		Reg. No.
1,830,627		21(14,18,25)(Katakana)
reclassified
8/05		 
	 		30 Jun 81		Reg. No.
1,466,762		22(18,25)		 
	 		30 Jun
81		Reg. No.
1,466,763		22(18,25)(Katakana)		 
	 		 		 		 		 
	Jordan		8
May 95		Reg. No. 37781 (r)		18 (CK/Calvin
Klein)		 
	 		 		 		 		 
	Kazakhstan		23 Jun 95		Reg. No.
2037		3,9,14,16,18,24,25,42		 
	 		 		 		(re-reg of USSR 85858)		 
	 		 		 		 		 
	Kenya		13 Mar 96		Reg. No.
44020		18		 
	 		 		 		 		 
	Kuwait		1
Aug 94		Reg. No. 26856		18		 
	 		 		 		 		 
	Kyrgyzstan		1 Nov 88		Reg. No.
182		3,9,14,16,18,24,25,42		 
	 		 		 		(Re-reg of USSR No.
85858)		 
	 		 		 		 		 
	Laos		3 Sep
97		Reg. No.
5842		8,9,14,16,18,20,21,26,27,35,42		 
	 		 		 		 		 
	Latvia
(3)		30 Jun 93		Reg. No. LV
M19392		3,9,14,16,18,24,25,42		 
	 		 		 		 		 
	 		 		 		(re-reg
of
USSR)		 
	 		 		 		 		 
	Lesotho		20 Apr 98		Ser. No.
LS/M/98/00149		3,18		 
	 		 		 		 		 
	Liberia		23
Mar 92		Reg. No.
24392/342		3,14,16,18,24,25,42		 
	 		 		 		 		 
	Libya		 		will
come		3,14,18,24,25,35,42		 
	 		 		 		 		 
	














	    	 CONFIDENTIAL TREATMENT








																			
	COUNTRY		APPLICATION/
REG.
DATE		APPLICATION(S.NO.)/
REGISTRATION
NO.		CLASS		 
	Liechtenstein		16 Aug
93		Reg. No. 8816		9,14,16,18,24,25,42		 
	 		 		 		 		 
	 		 		 		 		 
	Lithuania		27 Sep 93		Reg. No. LT-
12685		3,9,14,16,18,24,25,42		 
	 		 		 		 		 
	Macau		6
Jan 93		Reg. No.
9378-M		18		 
	 		 		 		 		 
	Macedonia		 		 		 		 
	 		17 May
02		Reg. No. 08165		18		 
	 		 		 		 		 
	Malawi		1
Apr 98		Reg. No.
109/98		18		 
	 		 		 		 		 
	 		 		 		 		 
	Malaysia		12
Sep 95		Reg. No.
9546/95		18		 
	 		 		 		 		 
	Malta
& Gozo		3 May 96		Ser. No.
25654		18		 
	 		 		 		 		 
	Mauritius		21
Apr 98		Reg. No. A/43No53		No Classes
(3,9,16,18,23-26)		 
	 		 		 		 		 
	Moldavia		18 Feb 94		Reg. No. 352		3,9,14,16,18,24,25,42		 
	 		 		 		(re-reg of USSR
85858)		 
	 		 		 		 		 
	Monaco		20
Mar 97		Reg. No.
97-18071		9,16,18,42		 
	 		 		 		 		 
	 		 		 		 		 
	Mongolia		13
May 96		Reg. No. 1948		3,14,16,18,24,25		 
	 		 		 		 		 
	Montserrat		19
Apr 97		Reg. No. 1528		18,24,42 UK
2130032		 
	 		 		 		 		 
	Myanmar		 		 		 		 
	(F/K/A
Burma)		27 May 96		Reg. No.
4/2223/96		3,9,14,18,25,25(MU),25(WU)		 
	 		 		 		 		 
	Namibia		1
Mar 98		Reg. No.
98/0366		18		 
	 		 		 		 		 
	Nepal		18
Dec 96		Reg. No. 12184/053		18		 
	Netherlands		 		 		 		 
	Antilles		21
Feb 96		Reg. No.
00497		3,4,8,9,14,16,18,20,21,24,25,26,27		 
	(Curacao,
Bonaire		 		 		 		 
	Saba,
St.		 		 		 		 
	St.
Eustatius		 		 		 		 
	Maarten)		 		 		 		 
	 		 		 		 		 
	New
Zealand		9 May 80		Reg. No.
B132527		18		 
	 		 		 		 		 
	Nigeria		20
May 98		Reg. No.
65075		18		 
	 		 		 		 		 
	Norway		11 May 94		Reg. No.
162,557		3,16,18,24,25		 
	














	    	 CONFIDENTIAL TREATMENT








																			
	COUNTRY		APPLICATION/
REG.
DATE		APPLICATION(S.NO.)/
REGISTRATION
NO.		CLASS		 
	 		 		 		 		 
	OAPI		9
May 89		Reg. No. 28977		3,9,14,16,18,24,25		 
	 		 		 		 		 
	Oman		15
Feb 93		Reg. No.
8070		18		 
	










																			
	COUNTRY		APPLICATION/
REG.
DATE		APPLICATION(S.NO.)/
REGISTRATION
NO.		CLASS		 
	 		 		 		 		 
	 		 		 		 		 
	Pakistan		3
Aug 92		Ser. No.
116549		18		 
	 		 		 		 		 
	Philippines		1
Mar 01		Reg. No.
4-96-110658		18		 
	 		 		 		 		 
	Poland
(3)		17 May 89		Reg. No.
67629		3,18,24,25		 
	 		 		 		 		 
	Portugal		18
Oct 93		Reg. No.
279,542		18		 
	 		 		 		 		 
	Qatar		18
Aug 97		Ser. No.
17367		18		 
	 		 		 		 		 
	Romania		25
May 89		Reg. No. 15922		3,18,24,25		 
	 		 		 		 		 
	Russian		1 Nov 88		Reg. No.
85858		3,9,14,16,18,24,25,42		 
	Federation		 		 		(Re-reg of
USSR)		 
	 		 		 		(former
USSR)		 
	 		 		 		 		 
	(Republic
of)		 		 		 		 
	Saudi
Arabia		19 Apr 98		Reg. No. 433/5		18		 
	 		 		 		 		 
	Seychelles		20
Apr 98		Reg. No. 4665		18		 
	 		 		 		 		 
	 		 		 		 		 
	Singapore		11
Sep 95		Reg. No.
8648/95		18		 
	 		 		 		 		 
	Slovak
Republic		20 Jan 91		Reg. No.
168,158		3,18,25		 
	 		 		 		 		 
	 		 		 		 		 
	Slovenia		2
Apr 98		Reg. No.
9870456		18		 
	 		 		 		 		 
	 		 		 		 		 
	South
Africa		 		 		 		 
	(Covers Venda		 		 		 		 
	Transkei &		26
Mar 80		Reg. No. 80/1805		18		 
	Bophuthatswana)		 		 		 		 
	 		 		 		 		 
	South
Korea		7 Feb 94		Reg. No.
284,636		K12(3,18,26)		 
	 		27
Dec 94		Reg. No.
304,729		K27(18,25)		 
	 		23 Feb
02		Reg. No.
250,928		K25(18)		 
	














	    	 CONFIDENTIAL TREATMENT








																			
	COUNTRY		APPLICATION/
REG.
DATE		APPLICATION(S.NO.)/
REGISTRATION
NO.		CLASS		 
	 		2 Mar 93		Reg. No.
258,991		K23(18)(24)		 
	 		 		 		 		 
	Spain		20 Nov 97		Reg. No.
2,091,389		18		 
	 		 		 		 		 
	Sri
Lanka		13 Sep 95		Reg. No.
75694		18		 
	 		 		 		 		 
	Sudan		7
Dec 95		Reg. No.
24899		18		 
	 		 		 		 		 
	Suriname		4
Aug 95		Reg. No. 14,504		18		 
	 		 		 		 		 
	Swaziland		1
Apr 98		Reg. No.
156/98		3,18		 
	 		 		 		 		 
	Sweden		5 May 95		Reg. No.
301,064		3,9,16,18,24,25		 
	 		 		 		 		 
	Switzerland		11
Apr 95		Reg. No.
436,944		4,8,14,16,18,20,21,27,31,35,42		 
	 		 		 		 		 
	Tajikistan		12
Jul 94		Reg. No. TJ 300		3,9,14,16,18,24,25,42		 
	 		 		 		(rereg
USSR No.85858)		 
	 		 		 		 		 
	Taiwan		1
Jul 91		Reg. No.
527,398		43(18)		 
	 		16 Jun
91		Reg. No.
526,301		64(18)		 
	 		 		 		 		 
	Tangier		19
Mar 96		Reg. No. 10958		3,9,14,18,25		 
	 		 		 		 		 
	Thailand		27
Aug 96		Reg. No. Kor64653		18		 
	 		 		 		 		 
	Tunisia		23
May 96		Reg. No. EE 96.0641		3,9,14,16,18,24,25,26,		 
	 		 		 		 		 
	Turkey		16
Feb 96		Reg. No.
167298		9,16,18,24,25		 
	 		 		 		 		 
	Turkmenistan		3 Sep 97		Reg. No.
1049		3,9,14,16,18,24,25,42		 
	 		 		 		(re-reg
of USSR 85858)		 
	 		 		 		 		 
	Uganda		6
May 98		Reg. No.
21558		18		 
	 		 		 		 		 
	Ukraine		1 Nov 88		Reg. No.
4610		3,9,14,16,18,24,25,42		 
	 		 		 		(re-reg of USSR
85858)		 
	 		 		 		 		 
	United
Arab		 		 		 		 
	Emirates		24
Nov 97		Reg. No. 13005		18		 
	 		 		 		 		 
	United
Kingdom		18 Apr 97		Reg. No.
2,130,032		18,24,42		 
	 		16 Jul
08		 		 		 
	 		 		 		 		 
	














	    	 CONFIDENTIAL TREATMENT








																			
	COUNTRY		APPLICATION/
REG.
DATE		APPLICATION(S.NO.)/
REGISTRATION
NO.		CLASS		 
	Uzbekistan		13 Aug
93		Reg. No. 883		3,9,14,16,18,24,25,42		 
	 		 		 		(re-reg of USSR
85858)		 
	 		 		 		 		 
	Vietnam		10
Dec 93		Reg. No. 9981		14,18		 
	 		 		 		 		 
	West
Bank		 		 		 		 
	(Palestine)		7
Mar 96		Reg. No.
4113		18		 
	 		 		 		 		 
	Yemen		 		 		 		 
	(Republic
of)		10 Jul 97		Reg. No. 7295		18		 
	 		 		 		 		 
	F.R.
Yugoslavia		 		 		 		 
	(Serbia/Montenegro)		16
Apr 96		Reg. No.
41470		9,18		 
	 		 		 		 		 
	Zaire		1
Jun 89		Reg. No. 1804/89		3,18,25		 
	 		 		 		 		 
	Zambia		31
Mar 98		Reg. No.
178/98		18		 
	 		 		 		 		 
	Zimbabwe		1
Apr 98		Reg. No.
442/98		18