Exhibit
      10.39





Amendment
      dated as of August 1, 2005 (this “Amendment”) to the Employment Agreement made
      as of the 1st day of March 2004, by and between I.C. Isaacs & Company LP, a
      Delaware limited partnership (“the Company”), and Jesse de la Rama, (the
“Executive”). Unless otherwise indicated, all capitalized terms used in this
      Amendment shall have the meanings attributed thereto by the
      Agreement.




WHEREAS,
      the Executive is employed pursuant to the Agreement as the Company’s Vice
      President of Merchandise Planning and Retail Development; and




WHEREAS,
      the Company desires to modify the terms of the Executive’s employment and his
      responsibilities under the Agreement in the manner hereinbelow provided;
      and




WHEREAS,
      the Executive is willing to accept such modifications,




NOW,
      THEREFORE, in consideration of the foregoing and the mutual terms and provisions
      hereinafter set forth, the parties agree as follows:




1.  Amendment
      of Section 1 .
      The
      provisions of Section 1 of the Agreement are hereby deemed to have been amended,
      with effect from and after December 6, 2004, the date on which the Board of
      Directors of Isaacs (the “Board”) authorized such change (the “Board
      Authorization Date”), to read, as follows:




“1.  ***Employment*** .  The
      Company hereby employs the executive as Executive Vice President and Chief
      Operating Officer. The Executive will report to the Chief Executive Officer
      of
      the Company’s parent, I.C. Isaacs & Company, Inc. (“Isaacs”).”




2.  Amendment
      of Section 3 .
      The
      provisions of Section 3 of the Agreement are hereby deemed to have been amended
      with effect from and after the Board Authorization Date, to read, as
      follows:




“3.  Base
      Salary .  The
      Executive’s base salary during the Term shall be paid at a rate of $250,000 per
      annum. 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.”




3.  Amendment
      of Section 4 .
      Section
      4 of the Agreement is hereby deemed to have been amended, with effect from
      and
      after December 1, 2004, to read, as follows:




“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 (to the extent provided in Section 4 of this Amendment),
      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
      $52,500;




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 $70,000;
      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 $87,5000;




(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
      $42,000;




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 $56,000;
      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 $70,000; 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
      $10,500;




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
      $14,000; 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 $17,500.




(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 Section 4 (a) (i) of this Agreement;




(i)  “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 Section 4 (a) (ii) of this Agreement;
      and




(ii)  “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 Section 4 (a) (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,
      2005 with respect to calendar year 2005, 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:




(ii)  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;




(iii)  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




(iv)  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.”




4.  Calculation
      of 2004 Incentive Compensation .




(a)  The
      aggregate amount of any incentive compensation to be paid to the Executive
      with
      respect to 2004 shall be determined by calculating the amount of the incentive
      compensation that would have been payable pursuant to Section 4 of the Agreement
      as though (i) this Amendment had not been executed by the parties (the “Original
      Amount”), and (ii) this Agreement, as amended by this Amendment, had been in
      effect during all of 2004 (the “Amendment Amount”).




(b)  The
      aggregate amount of any incentive compensation to be paid to the Executive
      with
      respect to 2004 will be the sum derived by adding 11/12 of the Original Amount
      to 1/12 of the Amendment Amount.




5.  Amendment
      of Section 10 .
      The
      provisions of Section 10 of the Agreement are hereby deemed to have been amended
      to read, as follows:




“10.  Termination
      of Employment by the Company Without Cause .
      Notwithstanding the provisions of Section 2 of this Agreement, the Company
      may
      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, if such termination occurs at any
      time
      during any Renewal Term, an amount equal to the Executive’s base salary for a
      period of 12 months commencing on the Termination Date. Such payments shall
      be
      reduced by any compensation paid to the Executive during said 12 month period
      with respect to other employment or consulting services he performs for other
      persons or entities. 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 for the 12 month
      period during which he shall receive such payments.”




6.  Amendment
      of Section 11 .
      The
      provisions of Section 11 of the Agreement are hereby deemed to have been amended
      to read, as follows:




11.  “ Confidential
      Information; Non-Competition; Non-Solicitation .




(a)  The
      Executive agrees that during the Term of this Agreement and during the one
      year
      period following the Termination Date, if this Agreement is terminated by the
      Company for cause, or during any period when the Company shall make payments
      to
      the Executive pursuant to Section 10 of this Agreement, he will:




(i)  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
      1) the business, operations or internal structure of the Company, 2) the clients
      (or customers) or potential clients (or potential customers) of the Company,
      3)
      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 4) 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;




(ii)  not,
      directly or indirectly, within the United States, whether as a partner,
      proprietor, employee, consultant, agent or otherwise, participate or engage
      in
      any business that competes with, restricts or interferes with the business
      of
      the Company, including, without limitation, any business in the young men’s and
      women’s contemporary sportswear and jeanswear industry;




(iii)  not,
      directly or indirectly (for his own account, or for the account of others),
      urge
      any current or potential client, customer, supplier or contractor of the Company
      to discontinue business, in whole or in part, or not to do business, with the
      Company or otherwise interfere with the Company’s relationship or potential
      relationship with any parties;




(iv)  refrain
      from soliciting or recruiting any employee who was employed by the Company
      as of
      the Termination Date to leave his or her employment with the
      Company.




(b)  The
      Executive expressly acknowledges and agrees that, upon leaving the employ of
      the
      Company for any reason whatsoever, the Executive shall not take with him,
      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.




(c)  The
      Executive further expressly acknowledges and agrees that (i) the restrictions
      set forth in this Section 11 are reasonable in terms of scope, duration,
      geographic area and otherwise; (ii) the protections afforded to the Company
      hereunder are necessary to protect its legitimate business interests; and (iii)
      the agreement to observe such restrictions forms a material part of the
      consideration of this Agreement and the Executive’s employment by the
      Company.




(d)  In
      the
      event that the Executive violates any of the provisions of Section 11(a) hereof,
      the Company’s obligation to pay any sums to the Executive pursuant to Section 10
      or 13 hereof, or otherwise, and the Executive’s entitlement to exercise any
      options granted to him under the Option Plan, shall thereupon be
      terminated.




(e)  The
      provisions of this Section 11 shall survive the termination of this
      Agreement.




7.  New
      Section 13 .
      The
      Agreement is hereby deemed to have been amended to add the following as Section
      13 thereof:




“13.  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,




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 the
      Executive’s base salary for a period of 12 months commencing on the Termination
      Date, as the case may be. 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 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, or 3) are elected by Isaacs’
stockholders after nomination by a) a majority of the Incumbent Directors at
      the
      time of such election, or b) a committee of the Board at least a majority of
      which shall be Incumbent Directors.”




8.  New
      Section 14 .
      The
      Agreement is hereby deemed to have been amended to add the following as Section
      14 thereof:




“14.  Additional
      Option Plan Option .
      On
      February 10, 2005 (the “New Option Grant Date”), the Compensation Committee of
      the Board approved the grant to the Executive of a non-qualified stock option
      to
      purchase 75,000 shares of Common Stock (the “New Option”) pursuant to the Option
      Plan. The New Option shall be granted under, and shall be subject to all of
      the
      terms and conditions of, the Option Plan. The New Option shall be exercisable
      (a) for a period of ten (10) years commencing on the New Option Grant Date
      (the
“New Option Term”), but only if the Executive is an active employee of he
      Company on each date when he exercises the New Option; and (b) at the price
      per
      share which must be applied to all non-qualified stock options granted under
      the
      Option Plan on the New Option Grant Date. The Executive’s right to purchase
      Common Stock pursuant to the New Option shall vest ratably on the first, second
      and third anniversaries of the New Option Grant Date, provided that he shall
      be
      an active employee of the Company on each of such dates.”




9.  Continuation
      of Effectiveness of the Agreement .
      The
      Agreement, as amended by this Amendment, shall continue in full force and
      effect.




IN
      WITNESS WHEREOF, the parties have executed this Amendment as of the date first
      above written.




I.C.
      Isaacs & Company, L.P.





By:
      I.C.
      Isaacs & Company, Inc.,


General
      Partner








By:  */s/ 
      Peter J Rizzo*


Peter
      J.
      Rizzo, Chief Executive officer