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                                                                Exhibit 10.37



                         I.C. ISAACS & COMPANY, INC.
                            AMENDED AND RESTATED
                             ONMIBUS STOCK PLAN


1.   ESTABLISHMENT, PURPOSE AND TYPES OF AWARDS

     I.C. Isaacs & Company, Inc., a Delaware corporation (the "Company"), 
established and maintains the I.C. Isaacs & Company, Inc. 1997 Omnibus Stock 
Plan which is hereby amended and restated in its entirety to be known 
hereafter as the I.C. Isaacs & Company, Inc. Amended and Restated Omnibus 
Stock Plan (the "Plan"). The purpose of the Plan is to promote the long-term 
growth and profitability of the Company by (i) providing key people with 
incentives to improve stockholder value and to contribute to the growth and 
financial success of the Company, and (ii) enabling the Company to attract, 
retain and reward the best-available persons.

     The Plan permits the granting of stock options (including incentive 
stock options qualifying under Code section 422 and nonqualified stock 
options), stock appreciation rights, restricted or unrestricted stock awards, 
phantom stock, performance awards, or any combination of the foregoing.

2.   DEFINITIONS

     Under this Plan, except where the context otherwise indicates, the 
following definitions apply:

     (a) "AFFILIATE" shall mean any entity, whether now or hereafter 
existing, which controls, is controlled by, or is under common control with, 
the Company (including, but not limited to, joint ventures, limited liability 
companies, and partnerships). For this purpose, "control" shall mean 
ownership of 50% or more of the total combined voting power or value of all 
classes of stock or interests of the entity.

     (b) "AWARD" shall mean any stock option, stock appreciation right, stock 
award, phantom stock award, or performance award.

     (c) "BOARD" shall mean the Board of Directors of the Company.

     (d) "CODE" shall mean the Internal Revenue Code of 1986, as amended, and 
any regulations promulgated thereunder.

     (e) "COMMON STOCK" shall mean shares of common stock of the Company, par 
value of $0.0001 per share.

     (f) "EXCHANGE ACT" shall mean the Securities Exchange Act of 1934, as 
amended.

     (g) "FAIR MARKET VALUE" of a share of the Company's Common Stock for any 
purpose on a particular date shall be determined in a manner such as the 
Administrator shall in good faith determine to be appropriate; provided that 
in the event the Common Stock shall become registered under Section 12(b) of 
the Exchange Act, then thereafter the Fair Market Value of the Company's 
Common Stock for any purpose on a particular date shall mean the last 
reported sale price per share of Common Stock, regular way, on such date or, 
in case no such sale takes place on such date, the average of the closing bid 
and asked prices, regular way, in either case as reported in the principal 
consolidated transaction reporting system with respect to securities listed 
or admitted to trading on a national securities exchange or included 

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for quotation on the Nasdaq-National Market, or if the Common Stock is not so 
listed or admitted to trading or included for quotation, the last quoted 
price, or if the Common Stock is not so quoted, the average of the high bid 
and low asked prices, regular way, in the over-the-counter market, as 
reported by the National Association of Securities Dealers, Inc. Automated 
Quotation System or, if such system is no longer in use, the principal other 
automated quotations system that may then be in use or, if the Common Stock 
is not quoted by any such organization, the average of the closing bid and 
asked prices, regular way, as furnished by a professional market maker making 
a market in the Common Stock as selected in good faith by the Administrator 
or by such other source or sources as shall be selected in good faith by the 
Administrator. If, as the case may be, the relevant date is not a trading 
day, the determination shall be made as of the next preceding trading day. As 
used herein, the term "trading day" shall mean a day on which public trading 
of securities occurs and is reported in the principal consolidated reporting 
system referred to above, or if the Common Stock is not listed or admitted to 
trading on a national securities exchange or included for quotation on the 
Nasdaq-National Market, any business day.

     (h) "GRANT AGREEMENT" shall mean a written document memorializing the 
terms and conditions of an Award granted pursuant to the Plan and shall 
incorporate the terms of the Plan.

     (i) "PARENT" shall mean a corporation, whether now or hereafter 
existing, within the meaning of the definition of "parent corporation" 
provided in Code section 424(e), or any successor thereto.

     (j) "SUBSIDIARY" AND "SUBSIDIARIES" shall mean only a corporation or 
corporations, whether now or hereafter existing, within the meaning of the 
definition of "subsidiary corporation" provided in Code section 424(f), or 
any successor thereto.

3.   ADMINISTRATION

     (a) ADMINISTRATION OF THE PLAN. The Plan shall be administered by the 
Board or by such committee or committees as may be appointed by the Board 
from time to time (the Board committee or committees hereinafter referred to 
as the "Administrator").

     (b) POWERS OF THE ADMINISTRATOR. The Administrator shall have all the 
powers vested in it by the terms of the Plan, such powers to include 
authority, in its sole and absolute discretion, to grant Awards under the 
Plan, prescribe Grant Agreements evidencing such Awards and establish such 
programs for granting Awards.

     The Administrator shall have full power and authority to take all other 
actions necessary to carry out the purpose and intent of the Plan, including, 
but not limited to, the authority to: (i) determine the eligible persons to 
whom, and the time or times at which Awards shall be granted; (ii) determine 
the types of Awards to be granted; (iii) determine the number of shares to be 
covered by or used for reference purposes for each Award; (iv) impose such 
terms, limitations, restrictions and conditions upon any such Award as the 
Administrator shall deem appropriate; (v) modify, amend, extend or renew 
outstanding Awards, or accept the surrender of outstanding Awards and 
substitute new Awards (provided however, that, except as provided in Section 
7(d) of the Plan, any modification that would materially adversely affect any 
outstanding Award shall not be made without the consent of the holder); (vi) 
accelerate or otherwise change the time in which an Award may be exercised or 
becomes payable and to waive or accelerate the lapse, in whole or in part, of 
any restriction or condition with respect to such Award, including, but not 
limited to, any restriction or condition with respect to the vesting or 
exercisability of an Award following termination of any grantee's employment 
or other relationship with the Company; and


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(vii) establish objectives and conditions, if any, for earning Awards and 
determining whether Awards will be paid after the end of a performance period.

     The Administrator shall have full power and authority, in its sole and 
absolute discretion, to administer and interpret the Plan and to adopt and 
interpret such rules, regulations, agreements, guidelines and instruments for 
the administration of the Plan and for the conduct of its business as the 
Administrator deems necessary or advisable.

     (c)  NON-UNIFORM DETERMINATIONS. The Administrator's determinations 
under the Plan (including without limitation, determinations of the persons 
to receive Awards, the form, amount and timing of such Awards, the terms and 
provisions of such Awards and the Grant Agreements evidencing such Awards) 
need not be uniform and may be made by the Administrator selectively among 
persons who receive, or are eligible to receive, Awards under the Plan, 
whether or not such persons are similarly situated.

     (d)  LIMITED LIABILITY. To the maximum extent permitted by law, no 
member of the Administrator shall be liable for any action taken or decision 
made in good faith relating to the Plan or any Award thereunder.

     (e)  INDEMNIFICATION. To the maximum extent permitted by law and by the 
Company's charter and by-laws, the members of the Administrator shall be 
indemnified by the Company in respect of all their activities under the Plan.

     (f)  EFFECT OF ADMINISTRATOR'S DECISION. All actions taken and decisions 
and determinations made by the Administrator on all matters relating to the 
Plan pursuant to the powers vested in it hereunder shall be in the 
Administrator's sole and absolute discretion and shall be conclusive and 
binding on all parties concerned, including the Company, its stockholders, 
any participants in the Plan and any other employee, consultant, or director 
of the Company, and their respective successors in interest.

4.   SHARES AVAILABLE FOR THE PLAN; MAXIMUM AWARDS

     Subject to adjustments as provided in Section 7(d) of the Plan, the 
shares of Common Stock that may be issued with respect to Awards granted 
under the Plan shall not exceed an aggregate of 1,100,000 shares of Common 
Stock. The Company shall reserve such number of shares for Awards under the 
Plan, subject to adjustments as provided in Section 7(d) of the Plan. If any 
Award, or portion of an Award, under the Plan expires or terminates 
unexercised, becomes unexercisable or its forfeited or otherwise terminated, 
surrendered or canceled as to any shares, or if any shares of Common Stock 
are surrendered to the Company in connection with any Award (whether or not 
such surrendered shares were acquired pursuant to any Award), the shares 
subject to such Award and the surrendered shares shall thereafter be 
available for further Awards under the Plan; provided, however, that any such 
shares that are surrendered in the Company in connection with any Award or 
that are otherwise forfeited after issuance shall not be available for 
purchase pursuant to incentive stock options intended to qualify under Code 
section 422.

     Subject to adjustments as provided in Section 7(d) of the Plan, the 
maximum number of shares of Common Stock subject to Awards of any combination 
that may be granted during any one fiscal year of the Company to any one 
individual under this Plan shall be limited to 500,000 shares. Such 
per-individual limit shall not be adjusted to effect a restoration of shares 
of Common Stock with respect to which the related Award is terminated, 
surrendered or canceled.

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5.   PARTICIPATION

     Participation in the Plan shall be open to all employees, officers, 
directors, and consultants of the Company, or of any Affiliate of the 
Company, as may be selected by the Administrator from time to time.

6.   AWARDS

     The Administrator, in its sole discretion, establishes the terms of all 
Awards granted under the Plan. Awards may be granted individually or in 
tandem with other types of Awards. All Awards are subject to the terms and 
conditions provided in the Grant Agreement.

     (a)   STOCK OPTIONS. The Administrator may from time to time grant to 
eligible participants Awards of incentive stock options as that term is 
defined in Code section 422 or nonqualified stock options; provided, however, 
that Awards of incentive stock options shall be limited to employees of the 
Company or of any Parent or Subsidiary of the Company. Options intended to 
qualify as incentive stock options under Code section 422 must have an 
exercise price at least equal to Fair Market Value on the date of grant, but 
nonqualified stock options may be granted with an exercise price less than 
Fair Market Value. No stock option shall be an incentive stock option unless 
so designated by the Administrator at the time of grant or in the Grant 
Agreement evidencing such stock option.

     (b)   STOCK APPRECIATION RIGHTS. The Administrator may from time to time 
grant to eligible participants Awards of Stock Appreciation Rights ("SAR"). 
An SAR entitles the grantee to receive, subject to the provisions of the Plan 
and the Grant Agreement, a payment having an aggregate value equal to the 
product of (i) the excess of (A) the Fair Market Value on the exercise date 
of one share of Common Stock over (B) the base price per share specified in 
the Grant Agreement, times (ii) the number of shares specified by the SAR, 
or portion thereof, which is exercised. Payment by the Company of the amount 
receivable upon any exercise of an SAR may be made by the delivery of Common 
Stock or cash, or any combination of Common Stock and cash, as determined in 
the sole discretion of the Administrator. If upon settlement of the exercise 
of an SAR a grantee is to receive a portion of such payment in shares of 
Common Stock, the number of shares shall be determined by dividing such 
portion by the Fair Market Value of a share of Common Stock on the exercise 
date. No fractional shares shall be used for such payment and the 
Administrator shall determine whether cash shall be given in lieu of such 
fractional shares or whether such fractional shares shall be eliminated.

     (c)   STOCK AWARDS. The Administrator may from time to time grant 
restricted or unrestricted stock Awards to eligible participants in such 
amounts, on such terms and conditions, and for such consideration, including 
no consideration or such minimum consideration as may be required by law, as 
it shall determine. A stock Award may be paid in Common Stock, in cash, or in 
a combination of Common Stock and cash, as determined in the sole discretion 
of the Administrator.

     (d)   PHANTOM STOCK. The Administrator may from time to time grant 
Awards to eligible participants denominated in stock-equivalent units 
("phantom stock") in such amounts and on such terms and conditions as it 
shall determine. Phantom stock units granted to a participant shall be 
credited to a bookkeeping reserve account solely for accounting purposes and 
shall not require a segregation of any of the Company's assets. An Award of 
phantom stock may be settled in Common Stock, in cash, or in a combination of 
Common Stock and cash, as determined in the sole discretion of the 
Administrator. Except as otherwise provided in the 
applicable Grant Agreement, the grantee shall not have the rights of a 
stockholder with respect to any shares of Common Stock represented by a 
phantom stock unit solely as a result of the grant of a phantom stock unit to 
the grantee.

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    (e) PERFORMANCE AWARDS. The Administrator may, in its discretion, grant 
performance awards which become payable on account of attainment of one or 
more performance goals established by the Administrator. Performance awards 
may be paid by the delivery of Common Stock or cash, or any combination of 
Common Stock and cash, as determined in the sole discretion of the 
Administrator. Performance goals established by the Administrator may be 
based on the Company's or an Affiliate's operating income or one or more 
other business criteria selected by the Administrator that apply to an 
individual or group of individuals, a business unit, or the Company or an 
Affiliate as a whole, over such performance period as the Administrator may 
designate.

7. MISCELLANEOUS

    (a) WITHHOLDING OF TAXES. Grantees and holders of Awards shall pay to the 
Company or its Affiliate, or make provision satisfactory to the Administrator 
for payment of, any taxes required to be withheld in respect of Awards 
under the Plan no later than the date of the event creating the tax liability. 
The Company or its Affiliate may, to the extent permitted by law, deduct any 
such tax obligations from any payment of any kind otherwise due to the 
grantee or holder of an Award. In the event that payment to the Company or its 
Affiliate of such tax obligations is made in shares of Common Stock, such 
shares shall be valued at Fair Market Value on the applicable date for such 
purposes.

    (b) LOANS. The Company or its Affiliate may make or guarantee loans to 
grantees to assist grantees in exercising Awards and satisfying any 
withholding tax obligations.

    (c) TRANSFERABILITY. Except as otherwise determined by the Administrator, 
and in any event in the case of an incentive stock option or a stock 
appreciation right granted with respect to an incentive stock option, no 
Award granted under the Plan shall be transferable by a grantee otherwise 
than by will or the laws of descent and distribution. Unless otherwise 
determined by the Administrator in accord with the provisions of the 
immediately preceding sentence, an Award may be exercised during the lifetime 
of the grantee, only by the grantee or, during the period the grantee is 
under a legal disability, by the grantee's guardian or legal representative.

    (d) ADJUSTMENTS; BUSINESS COMBINATIONS. In the event of changes in the 
Common Stock of the Company by reason of any stock dividend, spin-off, 
split-up, recapitalization, merger, consolidation, business combination or 
exchange of shares and the like, the Administrator shall, in its discretion, 
make appropriate adjustments to the maximum number and kind of shares 
reserved for issuance or with respect to which Awards may be granted under 
the Plan as provided in Section 4 of the Plan and to the number, kind and 
price of shares covered by outstanding Awards, and shall, in its discretion 
and without the consent of holders of Awards, make any other adjustments in 
outstanding Awards, including but not limited to reducing the number of 
shares subject to Awards or providing or mandating alternative settlement 
methods such as settlement of the Awards in cash or in shares of Common Stock 
or other securities of the Company or of any other entity, or in any other 
matters which relate to Awards as the Administrator shall, in its sole 
discretion, determine to be necessary or appropriate.

    Notwithstanding anything in the Plan to the contrary and without the 
consent of holders of Awards, the Administrator, in its sole discretion, may 
make any modifications to any Awards, including but not limited to 
cancellation, forfeiture, surrender or other termination of the Awards in 
whole or in part regardless of the vested status of the Award, in order to 
facilitate any business combination that is authorized by the Board to comply 
with requirements for treatment as a pooling of interests transaction for 
accounting purposes under generally accepted accounting principles.


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     The Administrator is authorized to make, in its discretion and without 
the consent of holders of Awards, adjustments in the terms and conditions of, 
and the criteria included in, Awards in recognition of unusual or 
nonrecurring events affecting the Company, or the financial statements of the 
Company or any Affiliate, or of changes in applicable laws, regulations, or 
accounting principles, whenever the Administrator determines that such 
adjustments are appropriate in order to prevent dilution or enlargement of 
the benefits or potential benefits intended to be made available under the 
Plan.

     (e)  SUBSTITUTION OF AWARDS IN MERGERS AND ACQUISITIONS. Awards may be 
granted under the Plan from time to time in substitution for Awards held by 
employees, officers, consultants or directors of entities who become or are 
about to become employees, officers, consultants or directors of the Company 
or an Affiliate as the result of a merger or consolidation of the employing 
entity with the Company or an Affiliate, or the acquisition by the Company or 
an Affiliate of the assets or stock of the employing entity. The terms and 
conditions of any substitute Awards so granted may vary from the terms and 
conditions set forth herein to the extent that the Administrator deems 
appropriate at the time of grant to conform the substitute Awards to the 
provisions of the awards for which they are substituted.

     (f)  TERMINATION, AMENDMENT AND MODIFICATION OF THE PLAN. The Board may 
terminate, amend or modify the Plan or any portion thereof at any time.

     (g)  NON-GUARANTEE OF EMPLOYMENT OR SERVICE. Nothing in the Plan or in 
any Grant Agreement thereunder shall confer any right on an individual to 
continue in the service of the Company or shall interfere in any way with the 
right of the Company to terminate such service at any time with or without 
cause or notice.

     (h)  NO TRUST OR FUND CREATED. Neither the Plan nor any Award shall 
create or be construed to create a trust or separate fund of any kind or a 
fiduciary relationship between the Company and a grantee or any other person. 
To the extent that any grantee or other person acquires a right to receive 
payments from the Company pursuant to an Award, such right shall be no 
greater than the right of any unsecured general creditor of the Company.

     (i)  GOVERNING LAW. The validity, construction and effect of the Plan, 
of Grant Agreements entered into pursuant to the Plan, and of any rules, 
regulations, determinations or decisions made by the Administrator relating 
to the Plan or such Grant Agreements, and the rights of any and all persons 
having or claiming to have any interest therein or thereunder, shall be 
determined exclusively in accordance with applicable federal laws and the 
laws of the State of Delaware, without regard to its conflict of laws 
principles.

     (j)  EFFECTIVE DATE; TERMINATION DATE. The Plan initially became 
effective May 15, 1997, and shall continue in effect as amended and restated 
herein, subject to approval of the stockholders of the Company at the 1999 
Annual Meeting of the Stockholders or a special meeting of the stockholders 
at which the Plan, as amended and restated, is presented for approval, 
provided that any such special meeting is held within twelve months of the 
date this amended and restated Plan is adopted by the Board. No Award shall be 
granted under the Plan after the close of business on May 14, 2007. Subject 
to other applicable provisions of the Plan, all Awards made under the Plan 
prior to such termination of the Plan shall remain in effect until such 
Awards have been satisfied or terminated in accordance with the Plan and the 
terms of such Awards.


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