Exhibit 14.01

                 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.