EXECUTIVE
      EMPLOYMENT AGREEMENT




This
      employment agreement (the “Agreement”) is made this 9th day of December 2003,
      (the “Effective Date”) by and between I.C. Isaacs & Company LP, a Delaware
      limited partnership (“the Company”), and Peter Rizzo, (the
“Executive”).




1.  Employment;
      Director; Board Observation Rights .
      The
      Company hereby employs the executive as its Chief Executive Officer. The
      Executive will provide his services hereunder principally at the Company’s
      offices in New York, New York and will report to the Chairman of the Board
      of
      Directors of the Company’s parent, I.C. Isaacs & Company, Inc. (“Isaacs”).
      In the event that Isaacs’ Board of Directors (the “Board”) shall determine to
      appoint or nominate the Executive to serve as a member of the Board, he agrees
      to serve as a member of the Board. During the Term of this Agreement (as
      hereinafter defined), and until such time as the Executive shall be appointed
      or
      elected to serve as a member of the Board, the Executive shall receive written
      notice of each meeting of the Board at least five business days prior to the
      date of each such meeting, and the Executive shall be permitted to attend as
      an
      observer all meetings of the Board; provided that in
      the case of telephonic meetings conducted in accordance with the Bylaws and
      applicable law, the Executive only shall be entitled to receive actual notice
      thereof not less than 24 hours prior to any such meeting, and the Executive
      shall be given the opportunity to listen to such telephonic meetings. The
      Executive shall be entitled to receive all written materials and other
      information (including copies of meeting minutes) given to directors in
      connection with such meetings at the same time such materials and information
      are given to the directors. If Isaacs proposes to take any action by written
      consent in lieu of a meeting of the Board, the Executive shall receive written
      notice thereof prior to the effective date of such consent describing in
      reasonable detail the nature and substance of such action.




2.  Term . This
      Agreement shall become effective on the Effective Date and shall continue until
      December 31, 2006 (the “Initial Term”). This Agreement shall be automatically
      extended for additional periods of one calendar year (each, a “Renewal Term”)
      commencing with calendar year 2007 unless, on or before June 30 of the last
      calendar year of the Initial Term or the then current Renewal Term, as the
      case
      may be, either party gives notice to the other of its or his intention not
      to
      extend the Agreement beyond the end of the Initial Term or the then current
      Renewal Term. The Initial Term and all Renewal Terms taken together are
      hereinafter collectively referred to as the “Term.”




3.  Base
      Salary . The
      Executive’s base salary during the Term shall be paid in accordance with the
      Company’s normal payroll practices at a rate of $500,000 per annum (the “Base
      Salary”). The payment of the Executive’s base salary and all other payments made
      and to be made to the Executive under this Agreement shall be made net of all
      current and lawful withholdings and deductions, including those for federal,
      state and local taxes. The Executive’s Base Salary during each Renewal Term
      shall be 10% greater than the Base Salary that he shall have received during
      the
      last year of the Initial Term or the immediately preceding Renewal Term, as
      the
      case may be. The Executive may be considered for periodic merit increases in
      base salary based on the business performance objectives of the Company or
      other
      goals as determined by the Board or the Compensation Committee thereof in its
      discretion.




NYC/124413.4


4.  Incentive
      Compensation . In
      addition to his base salary, the Executive shall be entitled to receive
      incentive compensation calculated and paid, as follows:




(a)  Initial
      Term and all Renewal Terms .
      The
      Executive shall be eligible to receive the following bonuses with respect to
      calendar years 2004, 2005, 2006 and each Renewal Term:




(i)  In
      the
      event that the earnings before interest and taxes achieved by Isaacs during
      any
      of such years shall be:




1)  not
      less
      than 95% of, and not more than 110% of, the “EBIT Target” specified by the
      Company for such year, the Company shall pay the Executive a bonus of
      $105,000;




2)  not
      less
      than 111% of, and not more than 130% of, the “EBIT Target” specified by the
      Company for such year, the Company shall pay the Executive a bonus of $140,000;
      or




3)  more
      than
      130% of the “EBIT Target” specified by the Company for such year, the Company
      shall pay the Executive a bonus of $175,000;




(ii)  in
      the
      event that the increase in cash and cash equivalents reflected on the
      consolidated statement of cash flows contained in Isaacs’ annual audited
      financial statements for any of such years shall be:




1)  not
      less
      than 95% of, and not more than 110% of, the “Cash Flow Target” specified by the
      Company for such year, the Company shall pay the Executive a bonus of
      $84,000;




2)  not
      less
      than 111% of, and not more than 130% of, the “Cash Flow Target” specified by the
      Company for such year, the Company shall pay the Executive a bonus of $112,000;
      or




3)  more
      than
      130% of the “Cash Flow Target” specified by the Company for such year, the
      Company shall pay the Executive a bonus of $140,000; and




(iii)  in
      the
      event that the number of turns of the Company’s inventory during any of such
      years shall be:




1)  not
      less
      than 95% of, and not more than 110% of, the “Inventory Turns Target” specified
      by the Company for such year, the Company shall pay the Executive a bonus of
      $21,000;




2)  not
      less
      than 111% of, and not more than 130% of, the “Inventory Turns Target” specified
      by the Company for such year, the Company shall pay the Executive a bonus of
      $28,000; or




3)  more
      than
      130% of the “Inventory Turns Target” specified by the Company for such year, the
      Company shall pay the Executive a bonus of $35,000.




(b)  Definitions .
      For
      purposes of this Agreement, the term:




(i)  “EBIT
      Target” shall mean the amount that the Company shall designate as the earnings
      before interest and taxes that Isaacs must achieve in order for the Executive
      to
      earn the bonus described in Sections 4 (a) (i) and 4 (b) (i) of this Agreement;




(ii)  “Cash
      Flow Target” shall mean the amount that the Company shall designate as the cash
      provided by operating activities that Isaacs must achieve in order for the
      Executive to earn the bonus described in Sections 4 (a) (ii) and 4 (b) (ii)
      of
      this Agreement; and




(iii)  “Inventory
      Turns Target” shall mean the number of turns of the Company’s inventory that the
      Company must achieve, as designated by the Company, in order for the Executive
      to earn the bonus described in Sections 4 (a) (iii) and 4 (b) (iii) of this
      Agreement.




(c)  The
      EBIT
      Target, Cash Flow Target and Inventory Turns Target shall (i) not be greater
      than any of the EBIT Targets, Cash Flow Targets and Inventory Turns Targets
      applicable to any other senior executive of the Company; (ii) be determined
      by
      the Compensation Committee of the Board after consultation with the Executive;
      and (iii) be specified in writing by the Company not later than February 28,
      2004 with respect to calendar year 2004, and not more than 60 days after the
      first day of each other year during the Initial Term and each Renewal Term
      with
      respect to such year.




(d)  Determination
      of the achievement of:




(i)  the
      EBIT
      Target shall be made by adding the sum of the interest expense net of interest
      income, and income tax expense (but not income tax benefit) reflected on the
      consolidated statement of operations contained in Isaacs Financial Statements
      for the year in question from the line item entitled Net income” on such
      consolidated statement of operations;




(ii)  the
      Cash
      Flow Target shall be made by reference to the line item entitled “cash provided
      by operating activities” reflected on the consolidated statement of cash flows
      contained in the Isaacs Financial Statements for the year in question;
      and




(iii)  the
      Inventory Turns Target shall be made by reference to the quotient obtained
      by
      dividing:




1)  the
      cost
      of goods sold reflected on the consolidated statement of operations contained
      in
      the Isaacs Financial Statements for the year in question by




2)  the
      quotient derived by dividing the sum of the beginning and ending inventories
      for
      the year in question, as determined by reference to the notes to the Isaacs
      Financial Statements for such year, by the number 2.




(e)  Each
      of
      the bonuses described in Sections 4(a) which shall be earned during any calendar
      year or part thereof during the Term shall be paid not more than 10 days after
      the date upon which Isaacs’ Annual Report on Form 10-K for the year in question
      shall be filed with the SEC.




(f)  Anything
      elsewhere contained in this Agreement to the contrary notwithstanding, in the
      event that the aggregate amount of the incentive compensation that the Executive
      shall receive pursuant to Sections 4(a) (i), (ii) and (iii) hereof shall be
      less
      than $125,000, the Company shall pay the difference between $125,000 and such
      aggregate amount to the Executive. Payment of such amount shall be made in
      accordance with the provisions of Section 4(e) of this Agreement.




5.  Stock
      Options . In
      addition to his base salary, and the incentive compensation entitlements
      described in Section 4, the Executive also shall receive a non-qualified stock
      option (the “Option”) to purchase 500,000 shares of Isaacs’ common stock, par
      value $.0001 per share (the “Common Stock”), pursuant to Isaacs’ Amended and
      Restated Omnibus Stock Option Plan, as amended (the “Option Plan”). The Option
      shall be granted under, and shall be subject to all of the terms and conditions
      of, the Option Plan. Any unexercised portion of the Option shall be exercisable,
      notwithstanding any contrary provision or requirement contained in the Option
      Plan, for a period of five years commencing on the Effective Date (the “Option
      Term”), provided that (i) the Executive shall have been in the continuous employ
      of the Company during the Initial Term; and (ii) the Executive’s employment
      shall not be terminated for “Cause” (as such term is hereinafter defined) at any
      time during the Option Term. The Option shall be exercisable at the price per
      share which must be applied to all non-qualified stock options granted under
      the
      Option Plan on the Effective Date. The Executive’s right to purchase Common
      Stock pursuant to the Option shall vest ratably on the first, second and third
      anniversaries, of the Effective Date. The Option shall further provide that,
      in
      the event that that the Executive’s employment shall be terminated for any
      reason other than for “Cause” or as a result of the Executive’s death, he (or
      his estate, as the case may be) shall be entitled to exercise the Option, to
      the
      extent that it shall have vested on the Termination Date (as such term is
      hereinafter defined), during the one year period ending on the date immediately
      preceding the first anniversary of the Termination Date or such shorter period
      as shall remain until the expiration date of the Option.




6.  Benefits . During
      the Term, the Executive shall also be entitled to participate in or receive
      benefits under all of the Company’s benefit plans, programs, arrangements and
      practices, including pension, disability, and group life, sickness, accident
      or
      health insurance programs, if any, as may be established from time to time
      by
      the Company for the benefit of executive employees serving in similar capacities
      with the Company (and/or its affiliates), in accordance with the terms of such
      plans, as amended by the Company from time to time; it being understood that
      there is no assurance with respect to the establishment of such plans or, if
      established, the continuation of such plans during the term of this
      Agreement.




7.  Vacation
      and Sick Leave .




(a)  The
      Executive shall be entitled to a total of four weeks of vacation each year,
      such
      vacation to be in accordance with the terms of the Company’s announced policy
      for executive employees, as in effect from time to time. The Executive may
      take
      his vacation at such time or times as shall not interfere with the performance
      of his duties under this Agreement.




(b)  The
      Executive shall be entitled to paid sick leave and holidays in accordance with
      the Company’s announced policy for executive employees, as in effect from time
      to time.




8.  Expenses .
      The
      Company shall reimburse the Executive for all reasonable expenses incurred
      in
      connection with his duties on behalf of the Company, (including, in the case
      of
      air travel in excess of 500 miles, business class service, if offered and
      available on flights to the destination in question, and first class service
      if
      business class is not so offered and/or available) provided that the Executive
      shall keep, and present to the Company, records and receipts relating to
      reimbursable expenses incurred by him. Such records and receipts shall be
      maintained and presented in a format, and with such regularity, as the Company
      reasonably may require in order to substantiate the Company’s right to claim
      income tax deductions for such expenses. Without limiting the generality of
      the
      foregoing, the Executive shall be entitled to reimbursement for any
      business-related travel, business-related entertainment, and other costs and
      expenses reasonably incident to the performance of his duties on behalf of
      the
      company.




9.  Termination
      of Employment for Cause . Notwithstanding
      the provisions of Section 2 of this Agreement, the Executive’s employment (and
      all of his rights and benefits under this Agreement) shall terminate immediately
      and without further notice upon the happening of any one or more of the
      following events (each of which individually, and all of which collectively,
      shall be hereinafter referred to as “Cause”):




(a)  The
      Executive has been or is guilty of (i) a criminal offense involving moral
      turpitude, (ii) criminal or dishonest conduct pertaining to the business or
      affairs of the Company (including, without limitation, fraud and
      misappropriation), (iii) any act or omission the intended or likely consequence
      of which is material injury to the Company’s business, property or reputation
      (iv) gross negligence or willful misconduct, the likely consequence of which
      is
      material injury to the Company’s business.




(b)  The
      Executive persists, for a period of 15 days after receipt of written notice
      from
      the Company, in willful breach in the performance of his duties under this
      Agreement;




(c)  The
      Executive’s death; or




(d)  The
      Executive’s resignation for any reason other than as a result of a Change of
      Control (as hereinafter defined).




Upon
      a
      termination of the Executive’s employment for Cause, the Company shall pay the
      Executive his base salary through the effective date of the termination of
      his
      employment (the “Termination Date”), and the Executive shall immediately
      thereafter forfeit all rights and benefits he otherwise would have been entitled
      to receive under this Agreement, including but not limited to any right to
      (i)
      receive compensation and incentive compensation pursuant to Sections 3 and
      4 of
      this Agreement, except to the extent that such benefits shall have vested and
      continue after the termination of the Executive’s employment under the terms of
      the applicable benefit plans and programs; and (ii) exercise any then
      unexercised portion of the Option. The Company and the Executive thereafter
      shall have no further obligations under this Agreement except as otherwise
      provided in this Section and in Section 12 of this Agreement.




10.  Termination
      of Employment by the Company Without Cause .
      Notwithstanding the provisions of Section 2 of this Agreement, the Company
      may
      elect (a) not to renew this Agreement at the End of the Initial Term or any
      Renewal Term; or (b) to terminate the Executive’s employment as provided under
      this Agreement, at any time, for reasons other than for Cause by notifying
      the
      Executive in writing of such termination. If the Executive’s employment is
      terminated pursuant to this Section 10, the Company shall pay to the Executive,
      in accordance with the normal payroll practices of the Company, an amount equal
      to 1) the Executive’s Base Salary for a period of 12 months commencing on the
      Termination Date; and 2) a pro-rata portion of any incentive compensation that
      otherwise would have become due and payable to the Executive pursuant to the
      provisions of Section 4(a) hereof, subject, to the extent applicable, to the
      provisions of Section 4(f) hereof, if the Executive’s employment had not been
      terminated prior to the then current year of the Initial Term or the then
      current Renewal Term (the “Pro-Rata Bonus”), as the case may be. Such Pro-Rata
      Bonus shall be calculated by multiplying the total amount of the incentive
      compensation payable pursuant to Section 4(a) and, if applicable, Section 4(f)
      hereof, for the year in question by a fraction, the numerator of which shall
      be
      the number of days that shall have elapsed between the beginning of such year
      and the date of termination of this Agreement, and the denominator of which
      shall be 360. In addition to the foregoing payments, the Executive’s
      participation in all of the Company’s benefit plans, programs, arrangements and
      practices, including all disability, medical, life insurance and similar
      programs, but excluding the Option Plan and any pension, 401-K or similar
      retirement income or profit sharing plans, shall continue during such 12 month
      period. The termination of the Executive’s employment by the Company as a result
      of his continuous and uninterrupted inability to perform his duties and
      responsibilities under this Agreement, on behalf of the Company for a period
      of
      not less than180 days from the first day of such inability to perform his duties
      shall be considered to be a termination without cause hereunder.




11.  Change
      of Control .




(a)  Anything
      elsewhere contained in this Agreement to the contrary notwithstanding, if
      Executive’s employment is terminated:




(i)  other
      than for Cause by the Company within 90 days prior to a “Change of Control” (as
      defined herein), or




(ii)  other
      than for Cause by the Company (or its successor corporation) at any time after
      a
      Change of Control, or




(iii)  as
      a
      result of Executive’s resignation within 60 days following a Change of Control
      (in which case, the effective date of such resignation shall be deemed to be
      the
“Termination Date”),




Executive
      shall receive, in lieu of any payments that he might otherwise be entitled
      to
      receive pursuant to Section 10 of this Agreement, an amount equal to 1) the
      Executive’s Base Salary for a period of 12 months commencing on the Termination
      Date; and 2) the Pro Rata Bonus payable with regard to the year during which
      the
      Termination Date occurs. All of such payments shall be made in accordance with
      the normal payroll practices of the Company then in effect.




(b)  For
      purposes of this Agreement, a “Change of Control” shall occur if:




(i)  any
      “Person” (as such term is used in Sections 13(d) and 14(d) of the Securities
      Exchange Act of 1934, as amended), other than François Girbaud, Marithé
Bachellerie and/or any Person directly or indirectly controlled by either or
      both of them, is or becomes the “beneficial owner” (as defined in Rule 13d-3
      under said Act), directly or indirectly, of securities of Isaacs representing
      50% or more of the total voting power represented by Isaacs’ then outstanding
      voting securities;




(ii)  any
      merger or consolidation of Isaacs with any other Person that has been approved
      by the stockholders of Isaacs, other than a merger or consolidation which would
      result in the voting securities of Isaacs outstanding immediately prior thereto
      continuing to represent (either by remaining outstanding or by being converted
      into voting securities of the surviving Person) more than fifty percent (50%)
      of
      the total voting power represented by the voting securities of Isaacs or such
      surviving Person outstanding immediately after such merger or consolidation,
      or
      the stockholders of Isaacs approve a plan of complete liquidation of Isaacs;
      or




(iii)  any
      sale,
      merger, dissolution or other disposition of the Company; or




(iv)  any
      sale
      or other disposition, in one transaction or a series of related transactions,
      of
      all or substantially all the Company’s assets; or




(v)  a
      change
      in the composition of the Board occurring within a two-year period, as a result
      of which fewer than a majority of the directors are Incumbent Directors.
“Incumbent Directors” will mean directors who either 1) are directors of Isaacs
      as of the Effective Date, or 2) are elected, or nominated for election, to
      the
      Board with the affirmative votes of at least a majority of the Incumbent
      Directors at the time of such election or nomination. For purposes of the
      preceding, individuals who are elected pursuant to clause 2) also shall be
      considered Incumbent Directors.




12.  Confidential
      Information . The
      Executive agrees that, during the term of his employment with the Company,
      and
      for a period of one year after the termination of his employment for any reason
      whatsoever (including the non-renewal of this agreement by either party), he
      shall not disclose to any person or use the same in any way, other than in
      the
      discharge of his duties under this Agreement in connection with the business
      of
      the Company, any trade secrets or confidential or proprietary information of
      the
      Company, including, without limitation, any information or knowledge relating
      to
      (i) the business, operations or internal structure of the Company, (ii) the
      clients (or customers) or potential clients (or potential customers) of the
      Company, (iii) any method and/or procedure (such as records, programs, systems,
      correspondence, or other documents), relating or pertaining to projects
      developed by the Company or contemplated to be developed by the Company, or
      (iv)
      the Company’s business, which information or knowledge the Executive shall have
      obtained during the term of this Agreement, and which is otherwise of a secret
      or confidential nature. Further, upon leaving the employ of the Company for
      any
      reason whatsoever, the Executive shall not take with her, without prior written
      consent of the Company, any documents, forms or other reproductions of any
      data
      or any information relating to or pertaining to the Company, any clients (or
      customers) or potential clients (or potential customers) of the Company, or
      any
      other confidential information or trade secrets and will promptly return any
      such materials already in his possession to the Company. The provisions of
      this
      Section 12 shall survive the termination of this Agreement.




13.  Miscellaneous .




(a)  Notices . Any
      notice, demand, claim, or consent or other communication to be given hereunder
      (“Notice”) shall be given in writing and shall be sent by overnight delivery
      service, such as Federal Express or Airborne, and addressed, in the case of
      the
      Company, to its principal office in New York, New York, or in the case of the
      Executive, to the last address that the Executive has given to the
      Company.




(b)  Benefit;
      Non-Assignment . This
      Agreement shall be binding upon and inure to the benefit of, the parties, their
      successors, assigns, personal representatives, distributes, heirs and legatees.
      Neither party shall have the right to assign this Agreement, or to delegate
      its
      or his respective obligations hereunder, except that the Company may assign
      this
      Agreement and all of its rights hereunder to any parent or the Company, any
      wholly owned subsidiary of such parent or to any successor in interest to the
      Company.




(c)  Governing
      Law . This
      Agreement shall be governed by, and construed and enforced in accordance with,
      the laws of the State of New York, without giving effect to the principles
      of
      conflicts of law thereof.




(d)  Resolution
      of Disputes . Any
      dispute regarding any aspect of this Agreement or any act which allegedly has
      or
      would violate any provision of this Agreement will be submitted to binding
      arbitration. Such arbitration shall be conducted before a single arbitrator
      sitting in New York, New York, in accordance with the rules of the American
      Arbitration Association then in effect. Each party will be entitled to limited
      discovery, to consist of a maximum of three depositions (maximum two hours
      each), document discovery and 25 written interrogatories per party, which will
      be completed within 120 days following the selection of the arbitrator. Judgment
      may be entered on the award of the arbitrator in any court having competent
      jurisdiction. In any such proceeding, the prevailing party shall be entitled
      to
      recover its legal fees and expenses from the losing party.




(e)  Headings . The
      headings used in this Agreement are solely for convenience of reference and
      will
      not be deemed to limit, characterize, or in any way affect any provision of
      this
      Agreement, and all provisions of this Agreement will be enforced and construed
      as if no heading had been used.




(f)  Merger;
      Modification; Amendment .
      This
      Agreement (i) represents the complete terms of the parties’ agreement regarding
      the subject matter set forth herein; (ii) supersedes any and all prior oral
      or
      written agreements and/or understandings between and among the parties with
      respect to the subject matter hereof; and (iii) may not be amended or modified
      except in a writing signed by both parties. There are no representations,
      inducements or promises not set forth herein on which either party has relied
      or
      may rely.




(g)  Execution
      in Counterparts . This
      Agreement may be executed in two or more counterparts, each of which shall
      be
      deemed to be an original, and all of which, when taken together, shall be deemed
      to be one and the same instrument.




IN
      WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of
      the
      day and year first hereinabove written.




I.C.
      ISAACS & COMPANY L.P.




By: I.C.
      ISAACS & COMPANY, INC .







By: 
      */s/ Robert J Conologue*


Name:
      Robert J Conologue


Title:
      GVP








***/s/
      Peter J Rizzo*


Peter
      Rizzo







Guaranty
      of Payment and Performance





The
      undersigned hereby guaranties the payment of all sums, and the performance
      of
      all obligations, that that shall become due and owing by I.C. Isaacs &
Company LP to Peter Rizzo pursuant to the foregoing agreement.




I.C.
      ISAACS & COMPANY, INC .







By:




/s/
      Robert J Conologue


Robert
      J
      Conologue


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