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                                                                   Exhibit 10.69


                               AMENDMENT NO. 3 TO
                              EMPLOYMENT AGREEMENT
                                 BY AND BETWEEN
                           I.C. ISAACS & COMPANY L.P.
                                       AND
                                 ROBERT J. ARNOT

                  THIS AMENDMENT NO. 3, dated as of January 3, 2000, is made a
part of that certain EXECUTIVE EMPLOYMENT AGREEMENT, dated as of May 15, 1997,
by and between I. C. Isaacs & Company L.P. (the "Company") and Robert J. Arnot
(the "Executive"), as amended by Amendment No. 1 dated as of August 27, 1998 and
Amendment No. 2 dated as of February 11, 1999, (collectively, the "Agreement").
It is intended by the parties that the terms of this Amendment No. 3, to the
extent that they are more specific than the terms contained in the Agreement, or
to the extent that they should conflict with the terms contained in the
Agreement, shall supersede the terms of the Agreement. Section numbers utilized
in this Amendment No. 3 correspond, where applicable, to section numbers used in
the Agreement.

                              W I T N E S S E T H:

         Accordingly, in consideration of the mutual covenants and
representations contained herein and the mutual benefits derived herefrom, the
parties hereto agree as follows:

         1.       Paragraph 2 is hereby restated in its entirety as follows:

                  2. TERM. This Agreement shall begin May 15, 1997 and shall
         continue until May 15, 2002 (the "Employment Period"). Thereafter, this
         Agreement shall renew automatically from Employment Year to Employment
         Year, subject to the right of either party to terminate this Agreement
         as of the end of any Employment Year upon sixty (60) days' prior
         written notice to the other party. An "Employment Year" begins each May
         15 and ends on the following May 15.

         2. Paragraph 6 A is hereby restated in its entirety as follows:

                  6.       DUTIES.

                  A. During the term of this Agreement, the Executive shall
         serve as Chairman of the Board, Chief Executive Officer and President,
         have such powers and shall perform such duties as are incident and
         customary to his office, including those described in the Company's
         By-laws (as amended from time to time), and shall perform such
         additional executive and administrative duties and functions
         commensurate with such positions as from time to time shall be assigned
         to him by the Board of Directors of the Company. The Executive shall

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         perform such additional duties and functions without separate
         compensation, unless otherwise authorized by the Board of Directors of
         the Company.

         3. Paragraph 3 is hereby restated in its entirety as follows:

                  3. BASE SALARY. The Executive's base salary for each
         Employment Year under this Agreement (May 15, 1997 through May 15,
         2002) shall be at the rate of Three Hundred Fifty Thousand Dollars
         ($350,000) per annum. Such base salary shall be increased to Four
         Hundred Thousand Dollars ($400,000) per annum for the remaining term of
         this Agreement after the Company achieves positive net earnings in two
         consecutive fiscal quarters. Such base salary may also be increased
         based on periodic reviews by the Compensation Committee of the Board of
         Directors. The Executive's base salary shall be paid throughout the
         year, in accordance with normal payroll practices of the Company.

         IN WITNESS  WHEREOF,  the parties have executed and delivered this
Amendment No. 3 on the date first above written.


                                        I.C. ISAACS & COMPANY L.P.

                                        By:    I.C. ISAACS & COMPANY, INC.
                                               its general partner

                                        By:    /s/ Eugene C. Wielepski
                                            -----------------------------------
                                           Eugene C. Wielepski, Vice President

                                        EXECUTIVE



                                            /s/ Robert J. Arnot
                                        --------------------------------------
                                        Robert J. Arnot