EXHIBIT
10.66

PORTIONS OF THIS EXHIBIT 10.66
MARKED BY AN *** HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION.









	    	 CONFIDENTIAL TREATMENT




EXECUTION COPY

CONFIDENTIAL - THIS DOCUMENT AND ITS SUBSTANCE ARE NOT
TO BE USED OR DISCUSSED WITHOUT CONSENT OF CALVIN KLEIN, INC. THIS IS A
DRAFT WHICH SHALL NOT BE BINDING UPON THE PARTIES AND DOES NOT
CONSTITUTE AN OBLIGATION OF THE PARTIES. NO BINDING AGREEMENT OR
OBLIGATION WILL RESULT UNLESS A DEFINITIVE WRITTEN AGREEMENT IS
EXECUTED AND DELIVERED BY THE PARTIES. NEITHER THIS DRAFT NOR ANY OTHER
DRAFT, MEMO, OTHER WRITING NOR ANY ORAL CONVERSATION OR DISCUSSION IS
TO BE CONSIDERED BINDING OR A COMMITMENT ON THE PART OF CALVIN KLEIN,
INC.

CALVIN KLEIN, INC.

and

CK JEANSWEAR EUROPE, S.p.A.

THIS AMENDED AND RESTATED
LICENSE AGREEMENT ("Agreement") is made this
1st day of January 1997, by and between CALVIN KLEIN, INC., a New York
corporation having its principal business office at 205 West 39th
Street, New York, New York 10018 (hereinafter referred to as
"Licensor"), on the one hand and CK Jeanswear
Europe, S.p.A. having its address, at Via Provinciale Lucchese, 181/11,
50019, Sesto Fiorentino, Italy (hereinafter referred to as
"Licensee") and it amends and restates in its
entirety a License Agreement dated as of May 9, 1995, as amended (the
"Original License Agreement"), by and between
Licensor and Corrado Fratini and Marcello Fratini (subsequently
assigned to Licensee).









	    	 CONFIDENTIAL TREATMENT





Index



Section






							
	1		Grant
(Products/Territory)
	2		Term
	3		Design
	4		Confidentiality
	5		Quality
Control
	6		Operations
	7		Advertising
	8		Approval
Standard
	9		Minimum Guaranteed
Fees
	10		Percentage
Fee
	11		Equity
Interest
	12		Audit
	13		Trademark
	14		Infringement
	15		Copyright
	16		Other
Designers
	17		Indemnification/Insurance
	18		Breach/Default
	19		Termination
	20		Licensor
Representations
	21		Licensee
Representations
	22		Notice
	23		Assignment
	24		Entire
Agreement
	25		Independent
Contractor
	26		No
Waiver
	27		Severability
	28		Governing
Law
	29		Service
	






Schedules/Exhibits/Attachments

Schedule A (Products)
 Schedule 3.1.1 Time and Action Calendar

Schedule 24 (Shareholdings)









	    	 CONFIDENTIAL TREATMENT





W   I   T   N   E   S   S   E   T   H:

In consideration of the premises and the mutual covenants
hereinafter set forth, Licensor and Licensee do hereby respectively
grant, covenant and agree as follows:

Definitions: As used in
this Agreement, the following terms have the meanings specified or
referred to below.

"Articles" shall
have the meaning set forth in Section 1.1.1.

"CPI" shall mean the Consumer Price Index
(All Cities - All Urban Consumers) as published by the United States
Department of Labor (or the successor index).

"Eastern Europe" shall have the meaning
set forth in Section 1.1.1.

"Form"
shall have the meaning set forth in Section 1.1.1.

"Irregular and Close-out Articles" shall
have the meaning set forth in Section 10.1.

"Licensor's Data" shall have the
meaning set forth in Section 4.1.

"Licensed
Mark" shall have the meaning set forth in Section
1.1.1.

"Middle East" shall have the
meaning set forth in Section 1.1.1.

"Minimum
Advertising Expenditure" shall have the meaning set forth
in Section 7.2.

"Minimum Guaranteed
Fee" shall have the meaning set forth in Section 9.1.

"Minimum Net Sales Thresholds" shall have
the meaning set forth in Section 2.

"Net
Sales" shall have the meaning set forth in Section
10.1.

"Percentage Fee" shall have the
meaning set forth in Section 10.1.

"Products" shall have the meaning set
forth in Section 1.1.1.

"Salesmen's
Samples" shall mean Articles sold to Licensee's
commercial agents and salesmen at a discount of at least 50% off
the wholesale price for use in promoting and selling Articles.

"Southern Africa" shall have the meaning
set forth in Section 1.1.1.

"Territory" shall have the meaning set
forth in Section 1.1.1.

"Western
Europe" shall have the meaning set forth in Section
1.1.1.

Section 1. Grant (Products/Territory)


1.1.1    Licensor hereby grants to Licensee an exclusive license
only throughout certain countries in (i) "Western
Europe," namely Ireland, Great Britain, France, Monte
Carlo, Germany, Spain, Portugal, Andorra, Italy, San Marino, Vatican
City, Belgium, the Netherlands, Luxembourg, Denmark, Sweden, Norway,
Finland, Austria, Switzerland, Liechtenstein, Greece, Cyprus, Turkey
and Malta, (ii) the "Middle East," namely
Lebanon, Israel, Palestine, Jordan, Syria, Iran, Saudi Arabia, Yemen,
Qatar, Kuwait, Bahrain, Oman, and the United Arab Emirates, and (iii)
"Eastern Europe," namely Hungary, Czech
Republic, Poland, Bosnia-Herzogovina, Croatia, Serbia, Slovenia,
Romania, Bulgaria, Slovak Republic, Macedonia, Moldavia, Lithuania,
Latvia, Estonia, Ukraine, Belorussia, Russia (C.I.S.), Georgia,
Armenia, Azerbaijan, Kazakhstan, and Uzbekistan (except as provided
below including Section 10.4.2) (Western Europe, together with the
Middle East, Eastern Europe and Southern Africa (as defined below) are
hereinafter referred to as the "Territory")
to use the mark "Calvin Klein" and
"CK/Calvin Klein" (hereinafter referred to as
the "Licensed Mark") only in the form of the
logo Calvin Klein Jeans" and/or "CK/Calvin
Klein Jeans" as may be approved by Licensor
("Form") on and in connection with the
manufacture, distribution and sale at wholesale solely of the items of
women's jeans and jeans related apparel and men's jeans and
jeans related apparel as are set forth on Schedule A annexed hereto
(hereinafter referred to as "Products"). In
addition to the foregoing, Licensor hereby grants effective 1










	    	 CONFIDENTIAL TREATMENT





June 1997 to Licensee an exclusive license in
South Africa, Botswana, Mozambique, Namibia, Swaziland and Zimbabwe
(collectively, "Southern Africa") to use the
Licensed Mark in the Form solely for the purpose of permitting Licensee
to grant a sublicense to a third party for the distribution and sale of
Products in Southern Africa to be approved in advance by Licensor (the
"Sublicense"); provided,
that, if the Contract Fee (as defined in the Sublicense) is
not paid to Licensor simultaneously with the execution of the
Sublicense or not later than thirty (30) days following execution of
the Sublicense, then Southern Africa shall not be part of the Territory
and the provisions of this sentence shall be null and void and of no
further force and effect. Products produced by or for Licensee and
approved by Licensor, from time to time, for each collection for sale
under this Agreement hereinafter shall be referred to as
"Articles." Notwithstanding the foregoing,
the license granted hereunder with respect to manufacture is
non-exclusive and Licensor retains the right to *** Licensee
acknowledges that Licensor's grant hereunder does ***

1.1.2 Licensee's right to use the Licensed Mark in the Form on
Articles is ***

1.2 All Articles shall bear the Licensed Mark
only in the Form except as hereinafter provided, and no Article shall
be sold or otherwise distributed by Licensee under any mark other than
the Licensed Mark. Licensor reserves all rights to the *** Licensee
specifically acknowledges that Licensor has retained:

(a) the right to use, and to grant to any other
third party the right to use, the Licensed Mark:

(i)    in the Territory, with regard to *** and

(ii)    outside the Territory, with regard to ***

(b) the right to use, and to grant to any other
third party the right to use the mark *** and

(c) the right to ***

1.3 Licensee
acknowledges that Articles hereunder may bear some similarity of design
to other items of merchandise which hereafter may be distributed or
sold in the Territory in connection with the Licensed Mark by either
Licensor or Licensor's duly authorized licensees or others and
further acknowledges that such similarity of design shall not be deemed
a breach of or default under this Agreement.

1.4 Licensee
acknowledges that ***

1.5 Licensee will use its best efforts to
exploit the rights herein granted throughout each and every
jurisdiction in the Territory and to sell the maximum quantity of each
category of Articles in each and every jurisdiction in the Territory
therein consistent with the high standards and prestige represented by
the Licensed Mark.

1.6 Licensee shall not export Articles from
the Territory and shall not sell Articles to any third party which it
knows, has reason to believe or should have reason to believe intends
to export Articles from the Territory.

1.7 Licensee acknowledges
that Licensor has entered into, and will hereafter enter into, licenses
with third parties regarding the use of the Licensed Mark and/or the
Form on Articles in jurisdictions outside the Territory and that
Licensor may grant third parties the right to produce Products for sale
outside the Territory. Licensee agrees to fully co-operate with such
third parties, as requested by Licensor including but not by way of
limitation, ***

1.8 Furthermore, Licensee agrees that the
marketing placement and distribution of Articles in the Territory may
but shall not necessarily be the same as that for Products being sold
*** Licensee acknowledges that Licensor has heretofore granted
exclusive distributorships to third parties in the Territory and that
the license granted hereunder is subject to the same. Licensee agrees
to assume and to fully comply with all of Licensor's obligations
provided therein or relating thereto, including but not by way of
limitation, *** Licensee further acknowledges that Licensor has
heretofore entered into an 









	    	 CONFIDENTIAL TREATMENT





exclusive distributorship with a third party
for the jurisdictions of *** Furthermore, if requested by Licensor, and
subject to availability, Licensee will ***

Section 2.
Term


2.1 Except as set forth in Section 2.2, the
initial term of this Agreement will be ten (10) years and eight (8)
months commencing as of 1 May 1995 and continuing through 31 December
2005, unless sooner terminated in accordance with the provisions
hereof. This Agreement shall be renewed for up to two (2) consecutive
additional terms of ten (10) years, each commencing 1 January 2006, and
1 January 2016, respectively, but such renewal shall be effective only
if (a) Licensee is in compliance with all of the terms and conditions
of this Agreement throughout the initial term, or the then current
term, as applicable, (b) "Net Sales" for
Western Europe during each Annual Period have attained or exceeded the
"Minimum Net Sales Thresholds" set forth
below:





							
	Annual
Period		Western Europe
Minimum Net Sales
Thresholds
	1
(95-96)		 		*** 
	2
(1997)		 		*** 
	3
(1998)		 		*** 
	4
(1999)		 		*** 
	5
(2000)		 		*** 
	6-10
(2001-2005)		 		*** 
	11-20
(2006-2015)		 		*** 
	






(c) Licensee is in
compliance with the minimum net worth and other financial covenants
required herein, and (d) Licensee has, in the sole determination of
Licensor, continued throughout the initial term of the Agreement to
maintain the high quality standards necessary to reflect the prestige
and reputation of the Articles and the Licensed Mark. Licensor may
specifically waive compliance with any of the foregoing. At least 90
days prior to each such renewal, Licensee shall deliver to Licensor a
detailed business plan for its operations for the renewal period which
shall contain reasonably detailed projections prepared by Licensee in
good faith. The twenty (20) month period commencing 1 May 1995, the
twelve (12) month period commencing 1 January 1997 and each twelve (12)
month period commencing on each 1 January thereafter during the term of
this Agreement, shall each constitute and hereinafter shall be referred
to as an "Annual Period."

2.2
Notwithstanding the provisions of Section 2.1, the initial term of this
Agreement for Eastern Europe and the Middle East shall terminate on 31
December 2000 and may not be renewed unless before December 31, 1997,
(i) Licensee shall have submitted a *** In addition, notwithstanding
the provisions of Section 2.1, the ***

Section 3.
Design


3.1.1 Licensee will cooperate with Licensor and
Licensee and Licensor will each use their respective best efforts in
the preparation of seasonal collections of Articles in accordance with
the Time and Action Calendar attached hereto as Schedule 3.1.1.
Licensee will provide Licensor, at least ***

3.1.2 In
connection therewith, Licensor or Licensor's designee, Calvin
Klein Jeanswear Company ("Designee") will
***

3.2 In order to present cohesive and representative
collections of Articles, Licensee will utilize substantially all of the
designs or samples submitted by Designee or approved by Licensor and/or
such designs or samples developed by Licensor and produce, offer for
sale, and ship as ordered, those Articles which are produced therefrom,
except as Licensor may otherwise consent. Within thirty (30) days
following the close of each seasonal collection, Licensee will provide
Licensor with the sales results, by style on a unit basis, of Articles
shown and sold for such seasonal collection.

3.3 Licensee may
use only sketches, designs, colors and other materials provided by
Designee or Licensor or approved by Licensor in connection with
Articles. If Licensee rejects any such sketches, 









	    	 CONFIDENTIAL TREATMENT





designs, color samples or other materials and
chooses not to use them in connection with Articles, Licensee must
return such sketches, designs, color samples and other materials at
Licensee's expense, and may not use them or permit their use by
any unauthorized parties thereafter.

3.4 Licensor may use and
permit others to use sketches, designs and other materials provided or
approved by Licensor for use in connection with Articles in any manner
it desires, provided that such use does not conflict with any rights
granted Licensee hereunder.

3.5 Licensee will be responsible for
making all prototypes and samples as well as for the production of
Articles, and Licensee will bear all costs in connection therewith.
Licensee will be responsible for and will bear all costs involved in
the design, development and construction of showrooms and in-store
shops or stores in which Articles are sold, all of which shall be
subject to the ongoing approval of Licensor (except to the extent such
stores bear such costs) including costs of Licensor's visual
display personnel which may include certain per diem costs based upon
reasonable third party rates, for services usually performed by third
parties based upon estimates provided to and approved by Licensee, and
the costs (including per diem costs based upon rates of and services
performed by third parties) of other personnel including in-store
coordinators, advertising and public relations (other than design) with
respect to services performed in connection with this Agreement.
Furthermore, Licensee will remit directly payment for, or reimburse
Licensor for, any out-of-pocket expenses incurred by Licensor or its
representatives in connection with this Agreement (1) which are
required by Licensor consistent with its corporate operating
procedures, (2) which are requested (or approved in advance) by
Licensee, or (3) with respect to travel to and throughout the Territory
in connection with this Agreement, the cost of round trip business
class airfare or first class airfare if so provided by Licensor's
internal travel policies in effect from time to time, hotel
accommodations, food and local transportation incurred by
Licensor's representatives, based upon proposed travel plans and
estimated expenses delivered to and requested by or approved by
Licensee in advance.

3.6 Licensee shall sell to Licensor,
Licensor's affiliates or Licensor's licensees (including
store licensees, for full price retail and outlet stores) in, or if
specifically requested in writing outside of, the Territory, such
reasonable quantities of Articles as may be requested at discounts
***

Section 4. Confidentiality


4.
Licensee acknowledges that all information relating to the business and
operations of Licensor and its affiliates and/or Designee which it
learns during the term, or has learned during negotiation, of this
Agreement, all special design concepts which Licensor or its affiliates
or its Designee provide to it hereunder and all sketches and designs
received by it from Licensor or its affiliates or its Designees
(hereinafter referred to as "Licensor's
Data") are valuable property of such entities. Licensee
acknowledges the need to preserve the confidentiality and secrecy of
Licensor's Data and agrees that, both during the term of this
Agreement and after the termination hereof, it shall not use (except
use required to fulfill the provisions of this Agreement during the
term of this Agreement) or disclose same, and it shall take all
necessary steps to ensure that use by it or by its authorized designees
(which use and which designees shall be solely as necessary for, and in
connection with, the manufacture, distribution, sale, advertising or
promotion of Articles) shall preserve in all respects such
confidentiality and secrecy. Licensee hereby indemnifies Licensor, its
affiliates and its Designee against any damage of any kind which may be
suffered by any of them as a result of any breach by Licensee or its
said designees of the provisions of this paragraph. (For purposes
hereof "affiliates" shall consist of those
persons, firms, corporations and other entities controlled by,
controlling or under common control with the entities in question.)

Section 5. Quality Control


5.1 The
components, workmanship, fit and durability of Articles will at all
times be of the highest quality and commensurate with the reputation,
image and prestige of the Licensed Mark. Licensee will maintain
production and other quality control procedures so as to ensure that
the quality of Articles meets or surpasses that of the approved samples
of Articles. Articles will be distributed, merchandised and sold with
packaging and sales promotion materials appropriate for highest quality
products of that 









	    	 CONFIDENTIAL TREATMENT





type of merchandise. All Articles will be
manufactured, sold, labeled, packaged, distributed and advertised in
accordance with all applicable laws and regulations in the
Territory.

5.2 Licensor will have the right to approve the
styles, designs, packaging, components, workmanship, fit, quality,
display, merchandising, advertising and promotion of all Articles so as
to ensure that Articles manufactured, merchandised, sold, advertised
and promoted hereunder are consistent with the reputation, image and
prestige of the Licensed Mark as a designation for highest quality
products.

5.3 (a) Before selling, distributing or promoting any
Article, Licensee will deliver to Licensor for its approval, free of
charge, one (1) prototype samples of each such Article together with
prototype tags, labels and packaging to be used in connection
therewith. In the event any such prototype sample fails to meet with
Licensor's approval, Licensee shall promptly correct such
prototype and re-submit it for Licensor's approval. Licensor may
require Licensee to purchase labels, tags and other identification
including packaging materials from Licensor, or Licensor's
designated supplier in order to protect the Licensed Mark and to
preclude or prevent counterfeiting or unauthorized use of materials
utilizing the Licensed Mark.

(b) Licensee will
deliver to Licensor, free of charge, one (1) initial production sample
of each Article together with the tags, labels and packaging to be used
in connection therewith. In addition, from time to time in order to
ensure that Licensor is maintaining the quality standards set forth
herein upon Licensor's request, Licensee will deliver to
Licensor, free of charge, such reasonable number of then current
production samples of each Article produced hereunder together with the
tags, labels and packaging being used in connection therewith. In the
event Licensor determines that the initial production sample delivered
to Licensor or any Article subsequently submitted to Licensor fails to
meet the quality standards set forth herein, Licensee will make any
corrections determined by Licensor to be necessary to meet such quality
standards. All Articles to be sold hereunder will be at least equal in
quality to the samples approved by Licensor.

(c) Licensor and its duly authorized
representatives will have the right, upon reasonable advance notice and
during normal business hours, to examine Articles in the process of
being manufactured and to inspect all facilities utilized by Licensee
or its contractors in connection therewith. Licensee shall include in
its arrangements with third party contractors a similar provision
permitting Licensors inspections of such contractor's
facilities.

5.4 All Articles will bear the Licensed Mark only in
the Form and only in such form and manner as may be approved by
Licensor. Notwithstanding the foregoing, *** Licensee will cause to
appear on all Articles produced hereunder, and on their labels,
packaging and the like, on all advertising, promotional, merchandising
and publicity material used in connection therewith, and on any printed
matter of any kind on which the Licensed Mark, the Form or any other
"Calvin Klein" or
"CK" or "CK/Calvin
Klein" identification appears (including business cards,
invoices, stationery and other printed matter), such legends, markings
and notices as Licensor may request. Before using or releasing any
proposed advertising (including any and all co-operative trade and
consumer advertising), promotional, merchandising or publicity material
or any such other printed matter, Licensee will submit same together
with the proposed placement thereof to Licensor for Licensors approval.
The same will not be used or released prior to receipt of
Licensor's approval.

5.5 After any sample, copy, art work
or other material has been approved, Licensee will not depart therefrom
in any respect with the prior written approval of Licensor. If Licensor
should disapprove any sample Article, tag, label, package or the like,
or any advertising, promotional, merchandising or publicity material or
the proposed placement thereof or any other printed matter, Licensee
will not use or permit the use of the same in any manner, whether or
not in connection with the Articles or the Licensed Mark or
otherwise.

5.6 In order to maintain the reputation, image and
prestige of the Licensed Mark, Licensee's distribution patterns
shall consist of those retail outlets whose location, merchandising and
overall operations, and whose positioning and price selling for
Articles are consistent with (a) the high quality of 









	    	 CONFIDENTIAL TREATMENT





Articles, (b) the reputation, image and
prestige of the Licensed Mark, and (c) the exclusive nature of
distribution and market placement applicable to such Articles and as
are approved by Licensor on an ongoing basis. ***

Section
6. Operations


6. During the term of this Agreement,
Licensee shall use such trade name incorporating the Licensed Mark in
the Form, and no other name or mark, as is specifically approved by
Licensor as the name of an entity which shall operate solely in
connection with and arising from its performance of its obligations and
responsibilities hereunder. Licensee shall comply with all legal
requirements applicable to the establishment and maintenance of the
same. Licensee shall be permitted to use the name "CK
Jeanswear Europe, S.p.A." only for so long as such entity
operates solely as licensee hereunder. The use of the Licensed Mark in
the Form in connection with the operation of such entity shall be
subject to the provisions of paragraph 13 below. In connection with the
operation of such division or entity Licensee shall:

(a) employ, on an exclusive basis, a
"President" and/or a Managing Director who
shall be subject to the ongoing approval of Licensor;

(b) employ, on an exclusive basis, sales,
merchandising, public relations (who may be retained as consultants or
through a servicing arrangement with Licensor), visual display and
production (including quality control) personnel as part of its staff
as will enable Licensee, in the opinion of Licensor, to exploit the
license herein granted and to maintain the quality standards required
hereunder;

(c) establish as soon as
practicable and thereafter maintain throughout the term of this
Agreement, a separate showroom in Milan, Italy, and separate showrooms
in other jurisdictions in the Territory, wherever and at the time an
agent is delegated for such jurisdiction, for the sole purpose of
displaying, promoting and selling Articles, the general location and
general decor of which will be subject to the approval of Licensor, and
the architect retained by Licensee will be either selected or approved
by Licensor both at the time such showroom is established and
thereafter throughout the term of this Agreement;

(d) establish and maintain throughout the term of
this Agreement, production and other facilities, whether by ownership,
or by contractual arrangement, in order to exploit the license herein
granted and to maintain the quality standards required hereunder;

(e) employ or retain public relations personnel or
consultants (which may be directly employed by Licensor and retained by
or remunerated by Licensee) to assist in promoting the Licensed Mark
and the sale of Articles in the Territory;

(f)*** and

(g) furnish
Licensor with information regarding the above and such other
information regarding the company division or subdivision as Licensor
may, from time to time, request including (i) providing Licensor in
writing, with net sales estimates (prospectively for three (3) years)
by September 30 of the prior year, (ii) estimated total net sales and
total aggregate advertising and promotional expenses (actual) by
January 30 of the following year, (iii) monthly notices of net sales
within ten (10) days following the last day of such month, and (iv)
annually, broad based market information and analysis of the Products
covered hereunder (including independent market research as to
commensurate or comparable merchandise).

(h)
***









	    	 CONFIDENTIAL TREATMENT




Section 7.
Advertising


7.1 Licensee will spend for cooperative
advertising and promotion of Articles and the Licensed Mark, during
each Annual Period, such amounts ***

7.2.1
***





							
	Annual
Period		***
	1st		 		*** 
	2nd		 		*** 
	3rd
and each subsequent Annual
Period		 		*** 
	






Notwithstanding the foregoing,
*** [approximately 1.5 pages redacted]

7.2.2
***





							
	Annual
Period		***
	1st and
2nd		 		*** 
	3rd		 		*** 
	4th
and 5th		 		*** 
	if this Agreement is ***, for
each subsequent Annual Period		 		*** 
	






7.2.3
Licensee will remit to Licensor to
***





							
	Annual
Period		***
	1st and
2nd		 		*** 
	3rd and
4th		 		*** 
	5th		 		*** 
	if
this Agreement is ***, for each subsequent Annual
Period		 		*** 
	






***

7.2.4
Notwithstanding the provisions of Sections 7.2.1, 7.2.2 and 7.2.3, no
minimum advertising expenditure shall be ***

7.3 For purposes
hereof, ***

7.4 ***

7.5 CRK Advertising operates as the
advertising agency responsible for advertising campaigns relating to
***

Section 8. Approval Standard


8.
Licensee acknowledges that approvals required pursuant to this
Agreement, under Sections 2, 3, 5, 6(c), 7.3 and 13.1, may be based
solely on Licensor's subjective aesthetic standards and may be
granted, withheld and or charged in Licensor's sale and absolute
discretion.

Section 9. Minimum Guaranteed
Fees


9.1 In consideration of the license granted and the
services to be performed by Licensor hereunder, Licensee will pay to
Licensor a Minimum Guaranteed Fee for each Annual Period as
follows:

***

The Minimum Guaranteed Fee for the sixth
through the tenth Annual Periods will be as mutually determined by the
parties, but in no event *** In the event that this Agreement is
renewed, the Minimum Guaranteed Fees for each of the 11th through the
20th Annual Periods will be as mutually determined by the parties, but
in no event ***









	    	 CONFIDENTIAL TREATMENT




9.2 The Minimum Guaranteed Fee for each
Annual Period will be paid in advance in four (4) equal quarterly
installments on the first day of January, April, July and October
during each Annual Period except that the installments of the Minimum
Guaranteed Fee for the first Annual Period shall be paid simultaneously
with the execution hereof, on 1 January 1996, on 1 April 1996 and on 1
October 1996. ***

9.3 *** of the Minimum Guaranteed Fee shall be
allocated as a royalty for the use of the Licensed Mark and the
remaining *** shall be allocated as a fee for the design and other
services to be performed by Licensor.

Section 10.
Percentage Fee


10.1 In consideration of the license
granted and the services to be performed by Licensor hereunder,
Licensee shall pay to Licensor *** For purposes hereof,
"Net Sales" shall be deemed to mean the
***

Notwithstanding the foregoing, Licensee shall pay to
Licensor in accordance with Section 10.3 *** Such payments shall be in
US dollars based on the actual conversion rate of Italian lire into US
dollars (determined pursuant to Section 10.7) (the "actual
rate"); provided, that solely for purposes of
determining ***

Notwithstanding the foregoing, (i) no Percentage
Fee shall be payable ***

For purposes of this Agreement,
"Net Sales" generated by the ***

For
purposes of this Agreement, the term "Irregular and
Close-out Articles" shall mean (i) ***

10.2 Fifty
percent (50%) of the Percentage Fee shall be allocated as a
royalty for the use of the Licensed Mark and the remaining fifty
percent (50%) shall be allocated as a fee for the design and
other services to be performed by Licensor.

10.3 The Percentage
Fee payments hereunder shall be accounted for and paid quarterly,
within thirty (30) days following the close of each three (3) month
period during each Annual Period, except that the initial accounting
and payment will be made within thirty (30) days following the close of
the initial eight (8) month period of the first Annual Period. The
Percentage Fee payable for each accounting period during each Annual
Period shall be computed on the basis of Net Sales from the beginning
of such Annual Period through the last day of such accounting period
with a credit for the Minimum Guaranteed Fees and Percentage Fees, if
any, theretofore paid to Licensor for such Annual Period.

10.4.1
Licensee shall deliver to Licensor at the time each Percentage Fee
payment is due, statements signed by the chief financial officer of
Licensee and certified by him as accurate. Each such statement shall
indicate, by month, the amount of Net Sales, and shall show in detail,
separately for each category of Articles and each jurisdiction in the
Territory for each account of Licensee, the style number, description,
number of units, unit price and the total amount of gross sales of
Articles shipped during the period covered by such statement, the type
and amount of discounts and credits from gross sales which may be
deducted therefrom (separately as to each type of discount or credit),
a computation of the amount of Percentage Fee payable hereunder in
respect of Net Sales for such period. Each such statement shall
indicate by month the amount and details of all advertising and
promotional expenditures incurred by Licensee during such period. Such
statements shall be furnished to Licensor whether or not any Articles
have been sold or advertising placed during the period for which such
statements are due.

10.4.2 The Percentage Fee payable for each
jurisdiction in the Middle East and Eastern Europe shall be computed
and accounted for separately from other jurisdictions in the Territory.
As promptly as practicable, Licensee will provide Licensor with
information as to the market in each jurisdiction in the Middle East
and Eastern Europe (of the type referred to in § 6(g)) and details
of the operations in these jurisdictions (of the type referred to in
§ 6(h)), and any other information as may be reasonably requested
by Licensor. The foregoing information to be supplied by Licensee shall
be provided to Licensor in order to develop and mutually agree upon a
satisfactory business plan, Minimum Guaranteed Fees and Minimum Net
Sales Thresholds for these jurisdictions as contemplated by Section
2.2.

10.5 Licensee shall furnish to Licensor, not later than
ninety (90) days following the close of each Annual Period during the
term of this Agreement (or portion thereof in the event of prior
termination 









	    	 CONFIDENTIAL TREATMENT





for any reason), a report certified by its
independent certified public accountants, or the equivalent thereof in
the Territory, covering such Annual Period (or portion thereof) and
containing the same information, required to be contained in the
statements referred to in paragraph 10.4 above.

10.6 ***

10.7 All payments required of Licensee hereunder shall be made to
Licensor in New York, New York or, if specified by Licensor, to an
account in the Territory in United States dollars (or, if so designated
by Licensor, an alternative currency) via wire transfers specifying
federal funds, or in such other manner as Licensor designate, with
simultaneous telex notification and telephone confirmation to Licensor
to the accounting and licensing department. The Percentage Fee (and
other amounts provided for herein) shall be computed in accordance with
Licensee's accounting records which are kept in Italian Lire on
the basis of the conversion rate of Italian lire, into United States
dollars in effect as the official conversion rate in Italy, currently
as published by Banca di Italia (Central Bank of Italy) unless there is
a variance of 5% or more between that and the conversion rate as
published by Dow Jones Telerate, Inc. (in the U.S.) in which case, the
conversion rate as published by Dow Jones Telerate, Inc. in The Wall
Street Journal will apply as of the close of business on the date prior
to the date such amount is due. However, Licensor may permit Licensee
to make. such payment in Italian Lire, in lieu of the adjusted US
dollar amount, at Licensor's option, from time to time, upon
notice to Licensee. Licensee will simultaneously provide Licensor with
the basis for use of the conversion rate utilized.

10.8 If
applicable, Licensee shall compute and pay on behalf of Licensor all
withholding taxes which any governmental authority in the Territory may
impose on Licensor with respect to the fees paid by Licensee to
Licensor. The amount of such taxes shall be appropriately deducted from
payments of fees. Licensee shall furnish Licensor with an official
receipt (together with a translation thereof if not in English)
promptly after each such Payment of taxes. In the event such taxes are
not paid when due, all resulting penalties and interest shall be borne
by Licensee.

Section 11. Equity Interest

11. Licensee has
caused ten percent (10%) of the stated capital in Licensee to be
transferred to Licensor.

Section 12. Audit


12.1 Licensee will prepare and maintain, in such manner as will
allow them to be audited in accordance with generally accepted
accounting principles consistently applied, *** Licensor and its
duly authorized representatives have the right, during regular business
hours and upon reasonable notice, ***


12.2 If, as a
result of any examination of Licensee's books and records, it is
shown that the ***

Section 13. Trademark


13.1 Licensee agrees that (a) no name or names shall be co-joined
with the Licensed Mark, (b) it will not use the name
"Calvin Klein,"
"CK" or "CK/Calvin
Klein" or any portion or derivative thereof in its
corporate name except as provided in Sections 23 and 6 hereof, and (c)
no name or names shall be used in connection with the Licensed Mark in
any advertising, promotion, publicity, labeling, packaging or printed
matter of any kind utilized by Licensee in connection with Articles
unless specifically consented to, and only in the Form, and only in the
form approved, by Licensor. Any such use by Licensee pursuant to clause
(c) above shall clearly indicate that the Calvin Klein Trademark Trust
("CKTT") is the owner and Licensor is the
beneficial owner of the Licensed Mark and that Licensee is using the
same pursuant to a license granted by Licensor.

13.2 Licensee
acknowledges that CKTT is the owner and Licensor is the beneficial
owner of all right, title and interest in and to the Licensed Mark as
to Products in the Territory in any form or embodiment thereof and is
also the owner of the goodwill attached or which shall become attached
to the Licensed Mark and the Form in connection with the business and
goods in relation to which the same has been, is or shall be used.
Sales by Licensee and its affiliates shall be deemed to have been made
by CKTT for 









	    	 CONFIDENTIAL TREATMENT





purposes of trademark registration and all
uses of the Licensed Mark and the Form by Licensee and its affiliates
shall inure to the benefit of CKTT. Licensee will not, at any time, do
or suffer to be done any act or thing which may in any way adversely
affect any rights of Licensor or CKTT in and to the Licensed Mark or
any registrations thereof or any applications for registration thereof
of the Form or which, directly or indirectly, may reduce the value of
the Licensed Mark or detract from its reputation, image or prestige or
that of Licensor or Calvin Klein.

13.3 Licensee will, at
Licensor's request, execute any and all documents including
Registered User Agreements and take any actions required by Licensor to
confirm CKTT's ownership and Licensor's beneficial
ownership of all rights in and to the Licensed Mark as to Products in
the Territory and the respective rights of Licensor and Licensee
pursuant to this Agreement. Licensee will cooperate with Licensor and
will, at Licensor's request, take any actions requested by
Licensor in connection with the filing and prosecution by Licensor of
applications in CKTT's name (or if applicable, Licensor's
name) to register the Licensed Mark for Articles in the Territory and
in connection with the maintenance and renewal of such registrations as
may issue. Upon termination of this Agreement, Licensee shall execute
any documents required by Licensor to evidence such termination.
Licensee will bear all expenses in connection with the filing of
Registered User Agreements and with any documents required to evidence
termination of this Agreement including termination of such Registered
User Agreements.

13.4 Licensee will use the Licensed Mark in the
Territory strictly in compliance with the legal requirements obtaining
therein and will use such markings in connection therewith as may be
required by applicable legal provisions. Licensee will comply with all
governmental regulations in connection with the manufacture,
distribution and sale of Articles.

13.5 Whether during the term
of this Agreement or subsequent to its termination, Licensee will never
(a) challenge Licensor's ownership of or the validity of the
Licensed Mark or any application for registration thereof, or any
trademark registration thereof, or any rights of Licensor therein, nor
(b) challenge the fact that Licensee's rights pursuant to this
Agreement are solely those of a licensee.

Section 14.
Infringement


14. In the event that Licensee learns of
any infringement or imitation of the Licensed Mark with respect to
Products which would be considered a counterfeit of the Articles, or of
any use by any person of a trademark similar to the Licensed Mark with
respect to Products which would be considered a deliberate use of
something substantially similar to the Licensed Mark, it will promptly
notify Licensor thereof. 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 Licensor. 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 Section 15. Any damages recovered or
sums obtained in settlement in or with respect to any action shall (i)
first be applied to proportionately reimburse Licensee for the expenses
incurred and actually paid by it and to reimburse Licensor for the
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
Licensee and Licensor. In no event will any infringement by a third
party justify the withholding of any payment of royalty or design fee
by Licensee.

Section 15. Parallel Imports;
Copyright


15.1 Licensor will use commercially reasonable
efforts, including, without limitation, establishing 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 the Territory of products,
corresponding to the Articles, authorized for sale by its other
licensees solely outside the Territory (including, without limitation,
unauthorized distribution of such products by the manufacturers and
subcontractors of such licensees) ("Parallel
Imports"), and (ii) the importation into, or sale or
manufacture within, the Territory of counterfeit Articles; in each case
subject to Licensee's compliance with its reimbursement
obligations









	    	 CONFIDENTIAL TREATMENT





set forth in this subsection, the other
subsections of this Section, and subject to applicable law. Licensee
will cooperate in such efforts, and will promptly *** as
follows:

(A) ***

(B) ***

(C) ***

15.2 Licensee
will use commercially reasonable efforts to minimize and deter the
diversion of Articles for sale outside of the Territory (including,
without limitation, unauthorized distribution of Articles by
Licensee's manufacturers and subcontractors)
("Diversion"). Such efforts will include,
without limitation, the utilization of such processes, controls,
identification methods and reporting and auditing procedures as
Licensor may from time to time reasonably request. Licensee will
cooperate with Licensor in Licensor's efforts to minimize and
deter Diversion ("Anti-Diversion Efforts").
Without limiting the foregoing:

(a) Licensee
will promptly provide such information as Licensor 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

(b) Licensee will promptly ***

15.3
In addition to the foregoing, promptly after receipt of any
certification by Licensor with available supporting evidence specifying
the quantity of Articles recovered or otherwise identified as having
been involved in any incident of Diversion or attempted Diversion,
***

15.4 Where appropriate and consented to by Licensee,
Licensor will initiate criminal or civil actions against the persons
outside Territory seeking to manufacture counterfeit Articles or sell
or ship counterfeit Articles 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 entirely for Licensee's account.

15.5 Licensor
will consult with Licensee in planning and enforcement activities
pursuant to this Section 15. In addition, the parties will consult and
cooperate to forecast Licensor's reimbursable expenses hereunder
and make suitable arrangements so that Licensor may receive
Licensee's payments in respect thereof at or shortly before such
expenses are incurred.

15.6 Whenever it is not readily apparent
whether actions or proceedings involve counterfeit Articles, Parallel
Imports or Diversion, Licensor will determine the nature of such items
in good faith, taking into account all relevant information provided by
Licensee.

15.7 Any copyright which may be created in connection
with any material using or used in connection with the Licensed Mark
shall be the property of Licensor. Licensee shall do any and all things
required by Licensor to preserve and protect said rights.

Section 16. Other Designers


16. During the
term of this Agreement, *** Licensee shall not advertise or otherwise
use the Licensed Mark or any other "Calvin
Klein" identification together with any other trademark or
name, or any other identification of any other fashion designer or any
other fashion designer's merchandise; and Licensee shall use its
best efforts to see that its purchasers of Articles comply with this
restriction. During the term of this Agreement, Licensee's
affiliates (as defined in Paragraph 4 of this Agreement, and to include
any person or entity directly or indirectly owning or controlling a
majority interest in Licensee) may distribute, sell or advertise
Products under the name of other designers, except: *** This statement
shall not be deemed to limit any affiliate from manufacturing goods as
a contractor for such designers.

Section 17.
Indemnification/Insurance


17.1 Licensee does hereby
indemnify Licensor, CKTT and Calvin Klein, individually, against and
save and hold each of them harmless of and from any and all losses,
liability, damages and expenses (including 









	    	 CONFIDENTIAL TREATMENT





reasonable attorneys' fees and
expenses) which they or either of them incur or for which they or
either of them may become liable or be compelled to pay in any action
or claim against them or either of them, for or by reason of any acts,
whether of omission or commission, that may be committed or suffered by
Licensee or any of its affiliates or any of their respective servants,
agents or employees in connection with Licensee's performance of
this Agreement and transactions arising therefrom. The provisions of
this paragraph and the obligations of Licensee set forth therein shall
survive expiration or other termination of this Agreement.

17.2
Licensee will procure and maintain at its own expense in full force and
effect at all times during which Articles are being sold with a
responsible insurance carrier acceptable to Licensor, a public
liability insurance policy including products liability coverage with
respect to Articles as well as contractual liability with respect to
this Agreement, with a limit of liability of not less than *** Such
insurance policy shall insure against occurrences happening at any time
during which Articles are being sold or used regardless of when claims
may be made. Such insurance policy shall be written for the benefit of
Licensor, Licensee and Calvin Klein, individually, and will provide for
at least ten (10) days prior written notice to Licensor and Licensee of
the cancellation, non renewal or substantial modification thereof. Such
insurance may be obtained by Licensee in conjunction with a policy of
products liability insurance which covers products other than Articles.
Licensee will deliver a certificate of such insurance to Licensor
promptly upon issuance of said insurance policy and shall, annually and
otherwise from time to time, upon reasonable request by Licensor,
promptly furnish to licensor evidence of the maintenance of said
insurance policy. Nothing contained in this paragraph 17.2 shall be
deemed to limit, in any way, the indemnification provisions of
paragraph 17.1 above.

Section 18.
Breach/Default


18.1If Licensee fails to make any
payment on the date such payment is due as provided hereunder: (a)
Licensee shall pay interest on the unpaid balance of the amount due at
a rate equal to ***; and (b) if such default continues uncured for a
period of ten (10) days after the date such payment initially became
due Licensor shall have the right to terminate this Agreement forthwith
by and upon written notice to Licensee. If Licensee fails to perform
any of the terms, conditions, agreements or covenants in this Agreement
on its part to be performed which failure may adversely affect the
Licensed Mark, Licensor may terminate this Agreement forthwith by
written notice: (i) if such default is incurable, or (ii) if such
default is curable but continues uncured for a period of ten (10) days
after written notice thereof has been given to Licensee by Licensor, or
(iii) if such default is curable but not within said ten (10) day
period and (A) if all reasonable steps necessary to cure such default
have not been taken by Licensee within said ten (10) day period or (B)
if Licensee fails to diligently take all steps necessary to cure such
default as promptly as practical. If Licensee fails to comply with the
provisions of paragraph 1.6 above, Licensor may terminate this
Agreement effective upon ten (10) days prior written notice to
Licensee. If Licensee fails to pay any amounts due any of
Licensor's affiliates or Licensee's within ten (10) days
following written notice thereof from Licensor, Licensor may terminate
this Agreement effective upon ten (10) days prior written notice to
Licensee. If Licensee shall otherwise fail to perform, or if Licensor
fails to perform, any of the terms, conditions, agreements or covenants
in this Agreement on its respective part to be performed, the
non-defaulting party may terminate this Agreement forthwith by written
notice: (i) if such default is incurable, or (ii) if such default is
curable but continues uncured for a period of thirty (30) days after
written notice thereof has been given to the defaulting party in
writing by the other party, or (iii) if such default is curable but not
within said thirty (30) day period and (A) all reasonable steps
necessary to cure such default have not been taken by the defaulting
within said thirty (30) day period or (B) such defaulting party fails
to diligently take all steps necessary to cure such default as promptly
as practicable.

18.2 In the event Licensee files a petition in
bankruptcy, or is adjudicated a bankrupt, or if it becomes insolvent,
or makes an assignment for the benefit of creditors, or files a
petition or otherwise seeks relief under or pursuant to any bankruptcy,
insolvency or reorganization statute or proceeding, or if it
discontinues its business for a period of sixty (60) days or more, or
if it discontinues reasonable commercial exploitation of Articles for a
period of sixty (60) days or more, or if a custodian, receiver or
trustee is appointed for it or a substantial portion of its business or
assets for any reason, or if it defaults 









	    	 CONFIDENTIAL TREATMENT





on any obligation which is secured by a
security interest in any Articles, or if it files for a petition for
"Amministrazione Controllata" or if it files
a petition for a settlement with creditors ("Concordato
Preventivo") or if it adopts resolutions for the filing of
or entering into any type of insolvency proceeding, or assignment for
the benefit of its creditors, or liquidation of the business, this
Agreement shall automatically terminate forthwith.

18.3 No
assignee for the benefit of creditors, custodian, receiver, trustee in
bankruptcy, sheriff or any other officer of the court or official
charged with taking over custody of Licensee's assets or business
shall have the right to continue this Agreement or to exploit or in any
way use the Licensed Mark if this Agreement terminates pursuant to
paragraph 18.2 above.

18.4 Notwithstanding any termination in
accordance with the foregoing, Licensor shall have, and hereby
reserves, all the rights and remedies which it has or which are granted
to it by operation of law, to collect fees due, earned or payable by
Licensee pursuant to this Agreement, to be compensated for damages for
breach of the Agreement and to enjoin the unlawful or unauthorized use
of the Licensed Mark without the necessity of posting any bond or
proving any actual damages (which injunctive relief may also be sought
prior to or in lieu of termination) Licensee hereby waives any and all
rights relating to claims for wrongful termination, loss of goodwill or
damages in connection with any such termination and agrees that it will
never allege any such claims. In the event of termination of the
Agreement by Licensor pursuant to paragraph 18.1 and/or paragraph 18.2
above, the entire unpaid balance of the Minimum Guaranteed Fees for the
remaining balance of the then current term of this Agreement shall
immediately become due and payable by Licensee to Licensor and Licensee
agrees to make such payment within thirty (30) days following written
demand therefor by Licensor. Such amounts shall be in addition to any
other amounts due Licensor, hereunder, including, without limitation,
any unpaid but accrued Sales Fees.

Section 19.
Termination


19.1 On the expiration or earlier
termination of this Agreement, all the rights of Licensee hereunder
shall forthwith terminate and automatically revert to Licensor.
Notwithstanding the foregoing, in the event of expiration or earlier
termination of this Agreement (other than pursuant to paragraph 18.2
above or by Licensor pursuant to paragraph 18.1 above), Licensee shall
be entitled, ***

19.2 Except as provided in paragraph 19.1
above, on the expiration or earlier termination of this Agreement,
Licensee shall forthwith discontinue all use of the Licensed Mark,
shall no longer have the right to use the Licensed Mark or any
variation or simulation thereof, and shall transfer to Licensor all
registrations, filings and rights with regard to the Licensed Mark
which it may have possessed at any time. In addition, Licensee shall
thereupon deliver to Licensor or to Licensor's designee, free of
charge, or at Licensor's option shall destroy, all materials
utilized in connection with Articles and all labels, tags and other
material in its possession with the Licensed Mark thereon. Licensee
will use its best efforts to cause stencils, sketches and other
materials in the possession of third parties to be destroyed or
otherwise rendered unusable. Licensee shall not reproduce or adapt any
of said stencils, sketches or other materials for use on or in
connection with merchandise subsequent to the termination of this
Agreement.

19.3 Licensor may, in its sole discretion, at any
time, enter into such arrangements as its desires pursuant to which
Products bearing the Licensed Mark may be shown, advertised,
distributed or sold in the Territory by it or by any duly authorized
third party other than Licensee provided only that no shipment of such
Products will be permitted prior to the date of termination of this
Agreement.

Section 20. Licensor
Representations


20. Licensor represents and warrants that
it has full right, power and authority to enter into this Agreement and
to perform all of its obligations hereunder. CKTT has applications to
register, or registrations of the mark "Calvin
Klein" and/or the mark "CK/Calvin
Klein" in certain of the jurisdictions in the Territory as
specified in Section 20 of the Original License Agreement.









	    	 CONFIDENTIAL TREATMENT




Section 21. Licensee
Representations


21. Licensee represents and warrants that
it has full right, power and authority to enter into this Agreement and
to perform all of its obligations hereunder. Licensee further
represents and warrants that no broker or finder brought about this
transaction and Licensee hereby indemnifies Licensor against and holds
it harmless of and from any and all liabilities (including, without
limitation, reasonable attorneys' fees and disbursements paid or
incurred in connection with any such liabilities) for any brokerage
commissions or finders' fees in connection with this Agreement or
the transactions contemplated hereby.

Section 22.
Notice


22. All reports, approvals and notices required
or permitted by this Agreement to be given to any party shall be in
writing and shall be delivered personally, by reputable overnight
courier, telecopied or sent by certified, registered or express mail
(in each case with return receipt requested), postage prepaid. Any such
notice shall be deemed given when so delivered personally, telecopied
or sent by reputable overnight courier or, on the date received (as
evidenced by a signed receipt) if deposited in the mail, in each case
to the party concerned at its address as set forth above (with
facsimile confirmation to Licensor at (212) 768-8930) or at such other
address as a party may specify by notice to the other. Copies of all
notices sent to Licensor shall be sent to the attention of (i)
Licensing Department (ii) Corporate Affairs Department and (iii)
General Counsel.

Section 23. Assignment


23. (a) Licensee acknowledges and recognizes: that it has been
granted the license herein because of its particular expertise,
knowledge, judgment, skill and ability; that it has substantial and
direct responsibilities to perform this Agreement in accordance with
all of the terms contained herein; that Licensor is relying on
Licensee's unique knowledge, experience and capabilities to
perform this Agreement in a specific manner consistent with the high
standards of integrity and quality associated with Licensor and its
business; that the granting of the license under this Agreement creates
a relationship of confidence and trust between Licensee and Licensor;
and that this Agreement is one under which applicable law excuses
Licensor from accepting performance from, or rendering performance to,
a person or entity other than Licensee, within the meaning of Section
365(c) and (e) of the Bankruptcy Code (title 11, U.S. Code). Neither
this Agreement nor the license or other rights granted hereunder may be
assigned, sublicensed, or otherwise transferred. Any attempted
assignment, transfer or sublicensing whether voluntary or by operation
of law, directly or indirectly, shall be void and of no force or
effect.

(b) The parties acknowledge and agree that Licensee was
formed for the sole purpose of operating as the licensee hereunder and
will not engage in or conduct any other activities or operations. For
purposes of this Agreement, any transfer of all or a controlling
portion or a majority of the shares of the Licensee by CK Jeanswear
N.V., its affiliates, Corrado Fratini and/or Marcello Fratini, in a
single transaction or in a series of transactions, of their respective
shares, effecting a reduction in their interest in Licensee, except to
Licensor, or a Licensor-approved shareholder, or to a corporate entity
of which Corrado Fratini and/or Marcello Fratini own the majority of
shares, shall be deemed a transfer in violation of the terms hereof and
prohibited hereunder. Set forth on Schedule 23 hereto is a list of the
shareholders of Licensee and their respective shareholdings. Prompt
notice of any transfer by CK Jeanswear N.V. 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), shall be delivered to Licensor. 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.

Section 24. Entire Agreement


24. This
Agreement contains the entire understanding and agreement between the
parties hereto with respect to the subject matter hereof, supersedes
all prior oral and written understandings and agreements relating
thereto, and may not be modified, discharged or terminated, nor may any
of the provisions hereof be waived, orally. This Agreement amends and
restates the Original License Agreement and all of the amendments
thereto which are expressly superseded by this Agreement;
provided, that, any 









	    	 CONFIDENTIAL TREATMENT





representations and warranties set forth in
this Agreement shall not be deemed to have been given again in
connection with the execution and delivery of this Agreement, but shall
only be deemed to have been made as of the date of the Original License
Agreement and not as of the date of this Agreement.

Section 25. Independent Contractor


25.
Nothing herein shall be construed to constitute the parties hereto as
partners or as joint venturers, or either as agent of the other, and
Licensee shall have no power to obligate or bind Licensor in any manner
whatsoever. Licensor shall have no responsibility for the operation or
production of Licensee's manufacturing, distribution or sales
facilities or for any decisions that may be made in connection
therewith regardless of whether Licensor approved any of the same.

Section 26. No Waiver


26. No waiver by either
party, whether expressed or implied, of any breach hereof or default
hereunder shall constitute a continuing waiver of such provision or of
any other provision of this Agreement. Acceptance of payments by
Licensor shall not be deemed a waiver by Licensor of any violation of
or default under any of the provisions of this Agreement by
Licensee.

Section 27. Severability


27. If
any provision or any portion of any provision of this Agreement shall
be held to be void or unenforceable, the remaining provisions of this
Agreement and the remaining portion of any provision held void or
unenforceable in part shall continue in full force and effect.

Section 28. Governing Law


28. This Agreement
shall be considered as having been entered into in the State of New
York and shall be construed and interpreted in accordance with the laws
of that state applicable to agreements made and to be performed
therein. However, disputes regarding the Licensed Mark shall be
resolved in accordance with the U.S. Federal trademark laws and related
laws, statutes, rules and regulations of the United States unless there
are no U.S. Federal laws, statutes, rules or regulations dispositive of
such a dispute, in which event such disputes shall be resolved in
accordance with the laws of the State of New York.

Section 29. Service


29. The service of any
notice, process, motion or other document in connection with a suit
brought in regard to this Agreement, may be effectuated by: (a) as to
Licensor, either by personal service upon Licensor or in the same
manner as notices are to be given pursuant to paragraph 22 above; and
(b) as to Licensee, by service upon (i) The Prentice-Hall Corporation
System, Inc., 375 Hudson Street, New York, New York 10014, as agent for
Licensee, or (ii) upon such attorney with an office in New York, New
York as agent for Licensee as may be specified by Licensee by notice to
Licensor; provided that in either case, a copy thereof is sent to
Licensee in accordance with the provisions of paragraph 22 above.
Licensee will execute any consent forms required by The Prentice-Hall
Corporation System, Inc. and specifically consents to service upon The
Prentice-Hall Corporation System, Inc. and to the jurisdiction and
venue of the courts of the State of New York. The parties agree that
any judgement, award or order issued by any court of the State of New
York and/or the federal courts in such state may be enforced by the
courts in Italy under the Code of Civil Procedure of Italy or otherwise
in any court in any jurisdiction of the Territory, the jurisdiction of
which courts in New York is hereby consented to by the parties for
purposes of this Agreement notwithstanding any jurisdictional statute
to the contrary. In addition, Licensee specifically acknowledges and
agrees that Licensor has the right, provided herein, to enjoin use of
the Licensed Mark and the Form and to do so in any and all appropriate
venues as determined by Licensor in any jurisdiction in the Territory,
and/or in the State of New York, for enforcement in any jurisdiction in
the Territory, including the courts in Italy.









	    	 CONFIDENTIAL TREATMENT




IN WITNESS WHEREOF, the parties hereto
have executed this Agreement the day and year first above written.


		CALVIN KLEIN, INC.





		BY: /s/
Barry Schwartz            


        Name:
        Title:





		CK
JEANSWEAR EUROPE, S.p.A.





		BY: /s/
Illegible                        

        Name:
        Title:












	    	 CONFIDENTIAL TREATMENT




Schedule A

***