EXHIBIT
10.62

PORTIONS OF THIS EXHIBIT 10.62 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

CALVIN
KLEIN JEANSWEAR ASIA LTD.

THIS AMENDED AND RESTATED LICENSE
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
("Licensor"), on the one hand and Calvin
Klein Jeanswear Asia Ltd., a Hong Kong corporation having its principal
business office at c/o Jeanswear Services Hong Kong Ltd., Suite 3506,
Tower 1, The Gateway, 25 Canton Road, TST, Kowloon, Hong Kong
("Licensee") and it amends and restates in
its entirety a License Agreement dated as of May 14, 1996 (the
"Original License Agreement") by and between
Licensor and Licensee.

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 	Counterfeit/Parallel
Considerations


		
	16 	Copyright


		
	17 	Other
Designers


		
	18 	Indemnification/Insurance


		
	19 	Breach/Default










	    	 CONFIDENTIAL TREATMENT




		
	20 	Termination


		
	21 	Licensor
Representations


		
	22 	Licensee
Representations


		
	23 	Notice


		
	24 	Assignment


		
	25 	Entire
Agreement


		
	26 	Independent
Contractor


		
	27 	No
Waiver


		
	28 	Severability


		
	29 	Governing
Law


		
	30 	Forum, Jurisdiction and Service
of Process


		
	31 	Jurisdictional
Approval


Schedules/Exhibits/Attachments

Schedule A (Products)
Schedule 3.1.1 Time and Action
Calendar
 Schedule 24 (Shareholdings)


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.

"Aggregate Net
Sales Thresholds" shall have the meaning set forth in
Section 2.1.

"Asia" shall have the
meaning set forth in Section 1.1.

"Articles" shall have the meaning set
forth in Section 1.1.

"Close-out
Articles" shall have the meaning set forth in Section
5.4.

"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).

"Form" shall have the meaning set forth in
Section 1.1.

"Irregulars" shall have
the meaning set forth in Section 5.4.

"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.

"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
2.2.

"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.









	    	 CONFIDENTIAL TREATMENT




"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.

"Territory" shall have the meaning set
forth in Section 1.1.

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

Section 1.
Grant (Products/Territory).

1.1.1 Licensor hereby
grants to Licensee an exclusive license, except as otherwise provided
herein, only throughout certain countries in
"Asia," namely 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, Burma, Macau, the Federated State of
Micronesia and Mariana Islands (Saipan) (except as provided below)
(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 (hereinafter referred to as the
"Form") on and in connection with the
manufacture, distribution and sale at wholesale solely of the items of
men's (and boys) and women's (and girls) jeans and jeans
related apparel and men's (and boys) and women's (and
girls) "khaki" pants, skirts, shorts and
"khaki" related items as are set forth on
Schedule A annexed hereto (hereinafter referred to as
"Products"), provided that Licensee
acknowledges that Licensor has retained the rights specified below and
in Sections 1.1.2 and 1.2. 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 ***

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, in the Form or
otherwise:

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

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

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









	    	 CONFIDENTIAL TREATMENT





Territory. However, Licensee may sell Articles
to Licensor and/or another authorized licensee of Licensor for Products
for sale in other jurisdictions, as may be consented to from time to
time by Licensor. Furthermore, Licensee agrees to utilize product
identification systems and other desirable measures, as specified from
time to time by Licensor for marking Articles to facilitate effective
control of the distribution thereof and the monitoring and prevention
of parallel or grey goods marketing.

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 an
exclusive distributorship 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, *** Furthermore, if requested by Licensor, and subject to
availability, Licensee will ***

1.9 In the event Licensor
desires to ***

1.10 Licensee acknowledges that Licensor has
***

Section 2. Term.

2.1 (a) The initial term of
this Agreement will be ten (10) years and six (6) months commencing as
of 1 July 1996 and continuing through 31 December 2006, 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 2007, and 1 January 2017
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 or preceding term, as applicable (b) (subject to
Section 2.2(e)) "Net Sales" (as hereinafter
defined) during each Annual Period have attained or exceeded the
"Aggregate Net Sales Thresholds" set forth
below.





							
	Annual
Period		Aggregate Net Sales
Thresholds
	1		 		*** 
	2		 		*** 
	3		 		*** 
	4		 		*** 
	5		 		*** 
	6-10		 		*** 
	11-20		 		*** 
	






(c)
Licensee is in compliance with the financial covenants set forth in
Section 6, 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
eighteen (18) month period commencing 1 July 1996, the twelve (12)
month period commencing 1 January 1998 and each twelve (12) month
period commencing on each 1st January thereafter during the term of
this Agreement, shall each constitute and hereinafter shall be referred
to as an "Annual Period."









	    	 CONFIDENTIAL TREATMENT




(a) Notwithstanding the
provisions of Section 2.1(a), *** for each of the following Annual
Periods as
follows:





							
	Annual
Period		 		*** 
	1		 		*** 
	2		 		*** 
	3		 		*** 
	4		 		*** 
	5		 		*** 
	






;
provided, that, commencing in the Annual Period in
effect on the date ***

2.2 (a) In addition to the provisions of
Section 2.1 and subject to Section 2.2(d) below, commencing at any time
after the ***

(b) The following are the
"Minimum Net Sales Thresholds" which Licensee
shall be required to attain for each of the following jurisdictions
during the second Annual Period, except as otherwise provided in the
table (in each case, a "Second Year Amount")
***





							
	Jurisdiction		Minimum
Net Sales
Threshold
(in
millions)
	***		 		*** 
	***		 		*** 
	***		 		*** 
	***		 		*** 
	***		 		*** 
	***		 		*** 
	***		 		*** 
	***		 		*** 
	***		 		*** 
	***		 		*** 
	










							
	Jurisdiction		Minimum
Net Sales
Threshold
(in
millions)
	***		 		*** 
	






For
each subsequent Annual Period during the Term the "Minimum
Net Sales Threshold" for each jurisdiction will be an
amount ***

(c) For purposes of computing the
"Minimum Net Sales Threshold" pursuant to
Section (b) for ***

(d) Notwithstanding the
fact that ***

(e) ***

Section 3.
Design.

3.1.1 Licensee will cooperate with Licensor and
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, *** for Licensor's review and use in developing
seasonal collections as provided herein.

3.1.2 In connection
therewith, Licensor or Licensor's designee, which may be Calvin
Klein Jeanswear Company and/or Calvin Klein Jeanswear Europe S.p.A.
("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 









	    	 CONFIDENTIAL TREATMENT





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, 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 (including design as well as production
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 (except to the extent such
stores bear such costs) involved in the design, development and
construction of showrooms and in-store shops or in-store
"stores" or in-store areas in which Articles
are sold, all of which shall be subject to the ongoing approval of
Licensor. Initially certain services of Licensor's visual display
and other personnel may be needed to assist Licensee; the costs of
which personnel, as may be, requested or approved in advance by
Licensee, will be borne by Licensee. Licensor shall be entitled to
inspect Licensee's showrooms, such in-store shops and in-store
areas within stores periodically at its expense. Licensee, however,
will bear all costs in connection with Licensor's inspection of
such showrooms, in-store shops and in-store areas within stores to the
extent Licensor determines as a result of such inspection that
Licensee's showrooms, or in-store shops or in-store areas within
stores are not maintained pursuant to specifications supplied by
Licensor. Licensee shall then, at its expense, make any modifications
to the design, layout, decor, visual display or merchandise display
formats as Licensor shall reasonably require and bear any costs
incurred by Licensor as a result of follow-up inspection to determine
compliance with Licensor's directions. 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, which are requested (or approved in
advance by Licensee).

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 ***

3.7
Licensee shall make available to Licensor, *** Licensee shall permit
Licensor and its employees and other representatives to purchase
Articles for *** Licensor agrees to use its reasonable efforts to
enable Licensee and its employees to ***

Section 4.
Confidentiality. Licensee acknowledges that all information
relating to the terms and provisions of this Agreement and any
agreements entered into by the parties on the date hereof and 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 any
of its said 









	    	 CONFIDENTIAL TREATMENT





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 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 design and/or
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 sample 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 Licensor's 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 Licensor's
approval. The same will not be used or released prior to receipt of
Licensor's approval.









	    	 CONFIDENTIAL TREATMENT




5.5 After any sample, copy, art work or
other material has been approved, Licensee will not depart therefrom in
any respect without 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 of Articles are consistent
with (a) the high quality of 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. 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 including the filing of a
fictitious name certificate (sometimes referred to as a
"d/b/a" or "doing business
as" form) where applicable. Licensee shall be permitted to
use the name "CK Jeanswear Asia Ltd.," only
for so long as Licensee operates solely as the licensee hereunder and
shall change its name from "Calvin Klein Jeanswear Asia
Ltd." within 30 days of the date hereof. 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 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,
as part of its staff such personnel (including personnel to liaise with
Licensor) as will enable Licensee, in the opinion of Licensor, to
exploit the license herein granted and to maintain the quality
standards required hereunder which personnel would customarily include
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 and the
initial staffing shall consist of one full-time Managing Director, one
full-time merchandiser, one part-time logistical person and one
part-time accounting person;

(c) establish as
soon as practicable and thereafter maintain throughout the term of this
Agreement, a separate showroom in Hong Kong, and a separate showroom in
such other jurisdiction in the Territory, as may be required by
Licensor as and when it establishes a central "Calvin
Klein" headquarters in the Territory, in which such
showroom shall be located and in every case wherever and at the time an
agent or distributor is delegated for such jurisdiction, for the sole
purpose of displaying, promoting and selling Articles, the general
location (and relocation) and general decor of which will be subject to
the on-going approval of Licensor, and the architect retained by
Licensee will be subject to the approval of 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) *** Licensee
will deliver to Licensor ***; and

(f)
furnish Licensor with information regarding the above and such other
information regarding the company as Licensor may, from time to time,
request including (i) providing Licensor in writing, with ***, (ii)
***, (iii) ***, and (iv) ***

(g) Within sixty
(60) days following the close of the second Annual Period and each
Annual Period thereafter, Licensee will provide Licensor with a ***.
Licensee will also furnish Licensor with 









	    	 CONFIDENTIAL TREATMENT





such additional specific information and
data as may be requested by Licensor. Licensor and Licensee will then
review and discuss certain aspects of the operations under this
Agreement. Licensor may recommend such changes in the operations,
design or merchandising of Articles, or change in distribution patterns
as it deems necessary or desirable to exploit the license granted under
this Agreement and/or to ensure the cohesive development, presentation,
sale merchandising, distribution, advertising and/or promotion of
Articles and the Licensed Mark with and within the range of other
merchandise produced by Licensor or by other authorized licensees of
the Licensed Mark, and Licensee agrees to use its best efforts to
implement such changes as promptly as practicable.

Section 7.
Advertising.

7.1 Subject to the last sentence of
Section 7.4, Licensee will spend for ***

7.2 Licensee will remit
to Licensor to ***, not less than the following amounts (the
"Minimum Advertising
Expenditure"):





							
	Annual
Period		Minimum
Advertising
Expenditure
	1st		 		*** 
	2nd		 		*** 
	3rd
and each
Annual Period
thereafter		 		*** 
	






However, ***.
Nothwithstanding the foregoing, if the *** (subject to the last
sentence of Section 7.4 hereof) during such Annual Period.

7.3
For purposes hereof, ***

7.4 Any qualified expenditure incurred
by Licensee during any Annual Period for ***

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

Section 8. Approval Standard.
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 Licensors subjective aesthetic standards and may be granted,
withheld and/or changed in Licensor's sole and absolute
discretion.

Section 9. Minimum Guaranteed Fees.

9.1 (a) In consideration of the license granted and the services to
be performed by Licensor hereunder, Licensee will pay to Licensor in
the manner provided in Section 9.2 below 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 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




(a) Notwithstanding the
provisions of Section 9.1(a), to the extent *** for each of the
following Annual Periods as
follows:





							
	Annual
Period		 		*** 
	1		 		*** 
	2		 		*** 
	3		 		*** 
	4		 		*** 
	5		 		*** 
	






;
provided, that, commencing in the Annual Period in
effect on the ***

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 Minimum Guaranteed Fee for the first Annual
Period shall be paid in five (5) equal installments simultaneously with
the execution hereof, on 1 July 1996, 1 January 1997, 1 April 1997 and
on 1 October 1997.

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 (i) a Percentage Fee computed at the rate of *** For purposes
hereof, "Net Sales" shall mean (i) ***
[approximately 1.5 pages redacted]

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. 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 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.

10.5
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 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 ***









	    	 CONFIDENTIAL TREATMENT




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 and paid in accordance with Licensee's accounting
records which are kept in United States dollars.

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. One hundred
percent (100%) equity interest in Licensee is held by CK
Jeanswear N.V., a Dutch holding company, on the date hereof. Licensee
shall cause the transfer of ten percent (10%) of such equity
interest to Licensor free of charge as directed by 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, for ***

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 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 the mark or
logo "CK" or any registrations thereof or any
applications for registration thereof, or any applications for
registration 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 CKTT, 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 









	    	 CONFIDENTIAL TREATMENT





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. 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, (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. Counterfeit/Parallel
Considerations.

(a) 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 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) 	***;
and


			
		(C) 	***


(b) 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:









	    	 CONFIDENTIAL TREATMENT




			
		(i) 	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


			
		(ii) 	Licensee will promptly
***


(c) 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, ***

(d)
Where appropriate and consented to by Licensee, Licensor will initiate
criminal or civil actions against persons outside the 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.

(e) 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.

(f) 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.

(g) The parties agree to
mutually explore alternative structures that will facilitate the
prevention of Parallel Imports and Diversion in the Republic of
Korea.

Section 16. Copyright. 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 17. Other Designers.
During the term of this Agreement, Licensee will not *** 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 18. Indemnification/Insurance.

18.1 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
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.

18.2 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 









	    	 CONFIDENTIAL TREATMENT





liability (to the extent customarily
available in the Territory, as indicated by Licensee's insurance
representative, on an annual basis) 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 18.2 shall be
deemed to limit, in any way, the indemnification provisions of
paragraph 18.1 above.

Section 19. Breach/Default.

19.1 (a) If Licensee fails to make any payment to Licensor on the
date such payment is due as provided hereunder:

(1) Licensee shall pay interest on the unpaid
balance of the amount due at a rate equal to ***; and

(2) 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.

(a) 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. 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.

(b) If Licensee fails to pay any
amounts due any of Licensor's affiliates within ten (10) days
following written notice thereof from Licensor or if Licensee or
Corrado Fratini breaches or defaults under the Shareholder Agreement
referred to in Section 24, beyond the applicable cure period, Licensor
may terminate this Agreement effective upon ten (10) days prior written
notice to Licensee.

(c) 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 it is not reasonably curable within 30
days, if the defaulting party promptly and diligently takes all
necessary actions to cure such default, but such default continues
uncured for a period of sixty (60) days after written notice thereof
has been given to the defaulting party in writing by the other
party.

19.2 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 on any obligation which is
secured by a security interest in any Articles, 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.









	    	 CONFIDENTIAL TREATMENT




19.3 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 19.2 above.

19.4
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 19.1 and/or paragraph 19.2 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 Percentage Fees and any unpaid Special Fee.

Section 20. Termination.

20.1 On the expiration or
earlier termination pursuant to Section 18 or otherwise 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 19.2 above or by Licensor
pursuant to paragraph 19.1 above), Licensee shall be entitled, for
***

20.2 Except as provided in paragraph 20.1 above, on the
expiration or earlier termination of this Agreement, Licensee shall
forthwith discontinue all use of the Licensed Mark (including
discontinuing use of the Licensed Mark or
"CK" in its corporate name), 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.

20.3 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 21. Licensor
Representations. 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 the
jurisdiction in the Territory; as indicated on the schedule attached
hereto.

Section 22. Licensee Representations. 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.









	    	 CONFIDENTIAL TREATMENT




Section 23. Notice. 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 24.
Assignment.

(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). Except as set forth in Section 24(b), neither
this Agreement nor the license or other rights granted to Licensee
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 hereof, 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 24 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 25. Entire
Agreement. 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 which
is expressly superseded by this Agreement; provided,
that, any 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 26.
Independent Contractor. 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.









	    	 CONFIDENTIAL TREATMENT




Section 27. No Waiver. 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 28. Severability. 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 29.
Governing Law. 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 30. Forum, Jurisdiction and
Service of Process. The parties expressly agree that (a) the
courts of the State of New York and/or the federal courts located in
the State of New York shall be the exclusive forum for the adjudication
of any disputes relating to this Agreement or the subject matter hereof
and (b) that any judgment, award or order issued by the courts of the
State of New York and/or the federal courts located in the State of New
York shall be enforceable in the courts in any jurisdiction in the
Territory. Licensee expressly and irrevocably (a) submits to the
jurisdiction of the courts of the State of New York and/or the federal
courts located in the State of New York and waives any right to contest
the jurisdiction of such courts to adjudicate disputes relating to this
Agreement or the subject matter hereof and, (b) waives any objection to
the laying of venue of any suit or proceeding in the above-described
courts. Notwithstanding anything to the contrary in this Agreement,
Licensee expressly agrees that Licensor shall have the right to enjoin
use of the Licensed Mark and the Form in any venue or jurisdiction in
the Territory. Service of any notice, process, motion or other document
in connection with proceedings relating in any way to this Agreement or
the subject matter hereof may be effectuated by: (a) as to Licensor,
either by personal service or in the same manner as notices are to be
given pursuant to paragraph 23 above; and (b) as to Licensee, by
service upon (i) the Prentice-Hall Corporation System, Inc.
("Prentice-Hall"), 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, or (iii) any other manner
permitted by law, provided, in each case, a copy thereof is sent to
Licensee in accordance with the provisions of paragraph 23 above.
Licensee shall execute any consent forms required by Prentice-Hall in
order to effect the appointment of Prentice-Hall as its agent for
service of process and Licensee expressly and irrevocably agrees that
service upon the Prentice-Hall shall be effective and sufficient
service of process upon Licensee.

Section 31. Jurisdictional
Approval. This Agreement shall be subject to the obtaining of any
and all required recordation and approvals of this Agreement by the
appropriate agencies of the government of Hong Kong, if any. If such
approvals are not obtained within three (3) months after the earlier of
the presentation of this Agreement to such agencies and the date of
execution hereof, Licensor may, in its sole discretion, terminate this
Agreement by giving written notice to Licensee at any time after such
period and prior to the time such approvals are obtained. Licensee
shall promptly present this Agreement for any such approvals. Licensor
and Licensee shall cooperate with each other and use their respective
best efforts to obtain as promptly as possible any such approvals.
Licensee shall bear any expense incurred in connection with obtaining
and maintaining any such approvals. Promptly after the granting of any
such approval, Licensee shall notify Licensor of the date thereof and
shall provide Licensor with a copy thereof in both the original
language and, if applicable, in English. Notwithstanding anything to
the contrary herein, if any such approval is conditioned upon the
deletion, insertion or modification of any provision or any portion of
any provision hereof, Licensor shall retain the right to rescind this
Agreement in its entirety by and upon written notice given to Licensee
in the event the required deletions, insertions or modifications affect
the terms of this Agreement so as to render, in the sole discretion of
Licensor, the 









	    	 CONFIDENTIAL TREATMENT





transactions contemplated by this Agreement
an undesirable business venture. In the event this Agreement is so
rescinded, neither party shall be in any way liable to the other,
except for payments due to Licensor or its designees with respect to
transactions which have already occurred, or as otherwise provided
herein.

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


		CALVIN KLEIN, INC.





		By: /s/
Barry Schuntz                                





		CALVIN KLEIN JEANSWEAR ASIA LTD.





		By: /s/
Illegible                                                    












	    	 CONFIDENTIAL TREATMENT




Schedule A

***









	    	 CONFIDENTIAL TREATMENT




Schedule
24





							
	Shareholders		%
	CK
Jeanswear
N.V.		 	100	%