EXHIBIT 14.1

                 CODE OF ETHICS FOR SENIOR FINANCIAL EXECUTIVES

      The Board of Directors of I.C. Isaacs & Company, Inc. (the "Company") has
adopted the hereinbelow set forth principles of ethical corporate conduct
applicable to its Senior Financial Executives (this "Code"). For the purposes of
this Code, a "Senior Financial Executive" is an employee or officer of the
Company who holds the office of principal executive officer, principal financial
officer, principal accounting officer, treasurer or controller, or any person
performing similar functions.

      1. All Senior Financial Executives are responsible for full, fair,
accurate, timely, and understandable disclosure in the periodic reports required
to be filed by the Company with the Securities and Exchange Commission.
Accordingly, it is the responsibility of each Senior Financial Executive
promptly to bring to the attention of the Chairman of the Audit Committee any
material information of which he or she may become aware that affects the
disclosures made by the Company in its public filings or otherwise assist the
Disclosure Committee in fulfilling its responsibilities.

      2. Each Senior Financial Executive shall promptly bring to the attention
of the Chairman of the Audit Committee any information he or she may have
concerning (a) significant deficiencies in the design or operation of internal
controls which could adversely affect the Company's ability to record, process,
summarize, and report financial data or (b) any fraud, whether or not material
that involves management or other employees who have a significant role in the
Company's financial reporting, disclosures, or internal controls.

      3. Each Senior Financial Executive shall promptly bring to the attention
of the Chairman of the Audit Committee any information he or she may have
concerning any violation of the Company's policies relating to ethical corporate
conduct, including any actual or apparent conflicts of interest between personal
and professional relationships, involving any management or other employees who
have a significant role in the Company's financial reporting, disclosures, or
internal controls.

      4. Each Senior Financial Executive shall promptly bring to the attention
of the Chairman of the Audit Committee any information he or she may have
concerning evidence of a material violation of the securities laws or other
laws, rules, or regulations applicable to the Company and the operation of its
business.

      5. The Board of Directors shall determine, or designate appropriate
persons to determine, appropriate actions to be taken in the event of any
violations of the policies and/or procedures of this Code by any Senior
Financial Executive. Such actions shall be reasonably designed to deter
wrongdoing and to promote accountability for adherence to the policies and to
procedures established by this Code, and shall include written notices to the
individual involved that the Board has determined that there has been a
violation, censure by the Board, demotion, or reassignment of the individual
involved, suspension with or without pay or benefits (as determined by the
Board) and termination of the individual's employment. In determining what
action is appropriate in a particular case, the Board of Directors or such
designee shall take into account all relevant information, including the nature
and severity of the violation, whether the violation was a single occurrence or
repeated occurrences, whether the violation appears to have been intentional or
inadvertent, whether the individual in question had been advised prior to the
violation as to the proper course of action and whether or not the individuals
in question had committed other violations in the past.

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