SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   Form 10-K/A

                                 Amendment No. 1

                Annual Report Pursuant to Section 13 or 15(d) of

                       the Securities Exchange Act of 1934

                   For the fiscal year ended December 31, 2005

                           Commission File No. 0-23379

                           I.C. ISAACS & COMPANY, INC.

               (Exact name of registrant as specified in charter)

                 Delaware                                         52-1377061
    (State or other jurisdiction of                             (IRS employer
     incorporation or organization)                          identification no.)

 3840 Bank Street, Baltimore, Maryland                            21224-2522
(Address of principal executive office)                           (Zip code)

       Registrant's telephone number, including area code: (410) 342-8200

           Securities Registered Pursuant to Section 12(b) of the Act:

                                      None

           Securities Registered Pursuant to Section 12(g) of the Act:

                                 Title of Class:
                                 ---------------
                    Common Stock, $.0001 par value per share

Indicate by check mark if the registrant is a well-known seasoned issuer, as
defined in Rule 405 of the Securities Act. |_| Yes |X| No

Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Act. |_|

Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. |X| Yes |_| No

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K. |_|

Indicate by check mark if Registrant is an accelerated filer (as defined in Rule
12b-2 of the Act). |_| Yes |X| No

Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, or a non-accelerated filer. See definition of "accelerated
filer and large accelerated filer" in Rule 12b-2 of the Exchange Act. (Check
one):

  Large accelerated filer |_|  Accelerated filer |_|  Non-accelerated filer |X|

Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Act). |_| Yes |X| No

The aggregate market value of the voting common stock held by non-affiliates of
the Registrant as of the last business day of the Registrant's most recently
completed second fiscal quarter, at June 30, 2005, was approximately $40,565,000
based on the average closing price of the Common Stock as reported by the OTC
Bulletin Board on that day. Solely for purposes of the foregoing calculation all
of the Registrant's directors and officers are deemed to be affiliates. The
Registrant does not have outstanding any non-voting common stock.

As of March 30, 2006, 11,996,485 shares of Common Stock were outstanding.

                       Document Incorporated by Reference

None


                                       1
<PAGE>


                           I.C. ISAACS & COMPANY, INC.

                                   FORM 10-K/A
                                 Amendment No. 1

                                EXPLANATORY NOTE

This Amendment No. 1 (the "Amendment") to the Annual Report on Form 10-K of I.C.
Isaacs & Company, Inc. (the "Company") amends the Company's Annual Report on
Form 10-K for the fiscal year ended December 31, 2005, originally filed on March
31, 2006 (the "Original Filing").

Pursuant to this Amendment, certain disclosures made in:

     o    Part III, Item 10 of the Original Filing has been revised, as follows:

          |X|  to reflect changes made to the disclosures regarding the
               employment arrangements applicable to the Company's Chief
               Operating Officer which appear in the subsection entitled
               "Employment Contracts, Termination of Employment And Change In
               Control Arrangements," and

          |X|  to update the disclosures contained in the subsection entitled
               "Compliance with Section 16(a) of the Exchange Act."

     o    the table entitled "Aggregated Option/SAR Exercises In Last Fiscal
          Year And Fiscal Year-End Option/SAR Values" appearing in Part III,
          Item 11 of the Original Filing have been revised; and

     o    the security ownership table set forth in Part III, Item 12 of the
          Original Filing has been revised.

Except as described above, no other changes have been made to the Original
Filing. This Amendment continues to speak as of the date of the Original Filing,
and, except for above-described disclosures, the Company has not updated the
disclosures contained therein to reflect any events that occurred at a date
subsequent to the filing of the Original Filing.

                                TABLE OF CONTENTS

                                                                            Page
                                                                            ----
                                    PART II

     ITEM 9A  CONTROLS AND PROCEDURES.....................................    3

                                    PART III

     ITEM 10  DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY.............    3

     ITEM 11. EXECUTIVE COMPENSATION......................................   10

     ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
              MANAGEMENT..................................................   14

                                     PART IV

     ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.....................   16

SIGNATURES................................................................   21


                                       2
<PAGE>


ITEM 9A. CONTROLS AND PROCEDURES

In  accordance   with  the   responsibilities   of  the   Company's   management
responsibilities for establishing and maintaining adequate internal control over
the Company's financial reporting, the Company maintains disclosure controls and
procedures that are designed to provide reasonable assurance that:

     o    information required to be disclosed in the Company's Exchange Act
          reports

          |X|  is recorded, processed, summarized and reported within the time
               periods specified in the SEC's rules and forms,

          |X|  is accumulated and communicated to the Company's management,
               including its Chief Executive Officer and Chief Financial
               Officer, as appropriate, to allow timely decisions regarding
               required disclosure,

     o    the Company's transactions are properly authorized;

     o    the Company's assets are safeguarded against unauthorized or improper
          use; and

     o    the Company's transactions are properly recorded and reported,

all  to  permit  the  preparation  of  the  Company's  financial  statements  in
conformity with generally accepted accounting principles.

The  Company  conducted  an  evaluation,  under  the  supervision  and  with the
participation  of  the  Company's  management,  including  the  Company's  Chief
Executive  Officer and Chief  Financial  Officer,  of the  effectiveness  of the
design and operation of the Company's  disclosure  controls and procedures as of
the end of the period covered by this Amendment No. 1 to the Company's Report on
Form  10-K.  Among  other  matters,  the  Company  sought in its  evaluation  to
determine whether there were any significant deficiencies or material weaknesses
in  the  Company's  disclosure  controls  and  procedures,  and  whether  it had
identified any acts of fraud involving  personnel who have a significant role in
the implementation of those controls and procedures.

                                    PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY

The Board of Directors is currently  composed of nine  directors.  The Company's
directors  are elected to serve for terms that expire at each annual  meeting of
stockholders  and when their  respective  successors  are duly elected and shall
have  qualified.  The following table sets forth certain  information  about the
Company's current directors:

Peter J. Rizzo                           Mr. Rizzo has worked within the apparel
Age 53                                   industry during the past 27 years. He
Chief Executive Officer of the Company   became the Company's Chief Executive
Director since February 2004 and         Officer in December, 2003, was
Chairman since July 2004                 appointed to the Board in February
                                         2004, and has served as Chairman of the
                                         Board since July 2004. During the two
                                         years prior to joining the Company,
                                         Mr. Rizzo was a consultant to the
                                         Neiman Marcus Group.  He was President
                                         and Vice Chairman of Bergdorf Goodman
                                         from 1999 to 2002. From 1997 to 1999,
                                         he served as President of Polo Retail
                                         at Polo Ralph Lauren. From 1978 to
                                         1997, he was Executive Vice President
                                         and Head Merchant of Barneys New York.

                                       3
<PAGE>


Olivier Bachellerie                      Mr. Bachellerie has served since 1997
Age: 45                                  as President and Director General of GI
Director since 2002                      Promotion and Cravatatakiller S.A., and
President and Director General of GI     as President of Fashion Services of
Promotion and Cravatatakiller S.A.       America, Inc., each of which is
                                         beneficially owned by Marithe
                                         Bachellerie and Francois Girbaud. Mr.
                                         Bachellerie is the son of Marithe
                                         Bachellerie, who together with Mr.
                                         Girbaud, indirectly own and possess the
                                         right to vote approximately 38% of the
                                         Company's outstanding shares of common
                                         stock.


Rene Faltz                               Mr. Faltz has practiced law in the
Age: 52                                  Grand Duchy of Luxembourg since 1976.
Director since 2002                      He has been with Cabinet D'Avocats Rene
Senior Partner, Cabinet D'Avocats Rene   Faltz since March 2000 after leaving
                                         the firm of Faltz & Kremer. Mr. Faltz
                                         is one of the Managing Directors of,
                                         and serves as counsel to, several
                                         companies that, since 2002, have been
                                         beneficially owned by Marithe
                                         Bachellerie and Francois Girbaud in
                                         connection with the conduct of their
                                         business activities as designers and
                                         marketers of clothing and other items
                                         bearing the various Girbaud trademarks.


Neal J. Fox                              Mr. Fox has held senior management
Age: 71                                  positions at Neiman Marcus, Bergdorf
Director since 1998                      Goodman and I. Magnin. From 1983 to
Consultant                               1988, he was employed by Garfinkel's,
                                         Raleigh & Co., or its predecessor, most
                                         recently as Chairman and Chief
                                         Executive Officer, and was also a
                                         principal shareholder of that company.
                                         From 1989 through March 1999, Mr. Fox
                                         served as the President and Chief
                                         Executive Officer of Sulka, an
                                         international menswear retailer. In
                                         1999, Mr. Fox founded NJF Associates,
                                         Incorporated, a consulting firm
                                         specializing in brand management and
                                         business development for the apparel,
                                         accessories and luxury goods
                                         industries. Mr. Fox served as a
                                         director of Today's Man, a 30 unit
                                         menswear retailer. In March, 2003,
                                         Today's Man filed a petition under
                                         Chapter 11 of the US Bankruptcy Code.


Francois Girbaud                         Mr. Girbaud, an internationally
Age: 61                                  renowned designer and manufacturer of
Director since 2004                      clothing, and licensor of clothing
                                         designs and trademarks for more than 25
                                         years, became one of the Company's
                                         directors in October 2004  Pursuant to
                                         agreements that the Company has with
                                         companies co-owned directly or
                                         indirectly by Mr. Girbaud and Marithe
                                         Bachellerie, the Company licenses the
                                         Girbaud trademarks and designs for use
                                         in the manufacture and sale of various
                                         items of clothing in North America.


Jon Hechler                              Mr. Hechler was employed by Ira J.
Age: 53                                  Hechler and Associates, an investment
Director since 1984                      company, from 1980 to 1999. He is
President, T. Eliot, Inc.                President of T. Eliot, Inc.,
                                         manufacturer of the Sani Seat(R)
                                         hygienic toilet seat system.


                                       4
<PAGE>


Robert Stephen Stec                      Mr. Stec was a Division President of
Age: 51                                  VF Corporation and had sole
Director since 2002                      responsibility for VF's Girbaud
Chairman and Chief Executive Officer of  division in the United States from 1989
Lexington Home Brands                    through 1993. From 1996 to 1998, he
                                         served as President of London Fog
                                         Industries, Inc., a leading
                                         manufacturer and marketer of branded
                                         outerwear. During 1997 and 1998, Mr.
                                         Stec served as a part-time consultant
                                         to Girbaud Design, Inc. and certain of
                                         its affiliates. In 1999, Mr. Stec
                                         served as a consultant to London Fog
                                         for several months. Mr. Stec has been
                                         employed as President and Chief
                                         Executive Officer of Lexington Home
                                         Brands, a leading branded marketer of
                                         home furnishings, since 1999.


John McCoy II                            Mr. McCoy has worked within the apparel
Age: 59                                  industry during the past 38 years. In
Director since 2005                      1970, he began working for Pierre
President of Components by John McCoy,   Cardin's sales operations and held the
Inc                                      position of Executive Vice
                                         President--Clothing when he left that
                                         firm in 1977 to found Fitzgerald by
                                         John McCoy, a US manufacturer of
                                         European styled clothing. In 1985, Mr.
                                         McCoy founded Components by John McCoy,
                                         Inc., a manufacturer and distributor of
                                         luxury clothing brands, including Gran
                                         Sasso, Mason's, Coast, Moncler, Lenor
                                         Romano and Alfred Dunhill.

                                       5
<PAGE>


     Principal Executive Officers of the Company Who Are Not Also Directors

The  following  table sets forth the names and ages of the  Company's  principal
executive officers who are not directors.  The table also provides a description
of the positions of employment  held by each of such executives for at least the
past five years.

Jesse de la Rama                         Mr. de la Rama began his employment
Age: 51                                  with the Company in March 2004 as Vice
Chief Operating Officer of the Company   President of Merchandise Planning and
                                         Retail Development. In December 2004,
                                         he began serving as the Company's Chief
                                         Operating Officer. Mr. de la Rama
                                         engaged in business during the period
                                         from 1997 through February 2004 as a
                                         consultant to the fashion retail
                                         industry and other clients, including
                                         Calvin Klein, Inc., Lambertson/Truex
                                         and Sotheby's, Inc., as president of
                                         his own company, Jesse de la Rama, Inc.
                                         Between 1994 and October 1997, Mr. de
                                         la Rama was Senior Vice President -
                                         Retail of Bally of Switzerland. Between
                                         1979 and September 1994, he was
                                         employed by Barney's New York and
                                         served in various executive capacities,
                                         including Vice President - Outlet
                                         Division and Warehouse Sales (1992 -
                                         1994) and Vice President - Merchandise
                                         Planning (1983 - 1992).


Directors' Compensation

Directors who are employed by the Company or any of its subsidiaries  receive no
compensation  for serving on the Board of  Directors.  Directors  who are not so
employed (the "Outside Directors") receive an annual retainer fee of $10,000 for
their  services  and  attendance  fees of $750 per  Board or  committee  meeting
attended. The Chairman of the Audit Committee receives an additional $10,000 for
the services he renders in that  capacity.  All  directors  are  reimbursed  for
expenses incurred in connection with attendance at Board or committee  meetings.
In addition,  members of the Board of Directors are eligible to  participate  in
the Company's  Amended and Restated  Omnibus  Stock Plan (the "Plan").  In 2002,
Outside  Directors  were  awarded  non-qualified  stock  options to  purchase an
aggregate of 210,000  shares of common  stock at an exercise  price of $0.58 per
share.  Those options  vested in December  2004.  Also,  members of the Board of
Directors who are not employees are eligible to participate in the  Non-Employee
Directors Stock Option Plan (the "Directors Plan").  Options to purchase 120,000
shares of common stock at an exercise  price of $5.60 per share were granted and
fully vested under the Directors Plan during 2005.

                                       6
<PAGE>


Board Committees and Meetings

The Board of Directors currently has standing Audit, Compensation and Nominating
Committees.

The  Audit  Committee  has  a  written  charter  approved  by  the  Board.  Only
independent  directors,  as that term is defined by the Marketplace Rules of The
Nasdaq Stock Market, may serve as members of the Audit Committee.

The members of the Audit Committee are Neal J. Fox  (Chairman),  Jon Hechler and
Robert Stec.

The Audit Committee  assists the Board of Directors in its general  oversight of
the Company's financial reporting, internal controls and audit functions. During
2005,  the Audit  Committee  held eight  meetings.  The Board of  Directors  has
determined  that the Neal J. Fox,  the  Chairman of the Audit  Committee,  is an
"audit committee financial expert," as such term is defined under applicable SEC
regulations.

The members of the Compensation  Committee are Messrs.  Hechler (Chairman),  Fox
and Stec.

The Compensation  Committee administers the Plan, including the review and grant
of  stock  options  to  officers  and  other   employees  under  the  Plan.  The
Compensation   Committee  also  reviews  and  approves   various  other  company
compensation  policies and matters,  and reviews and approves salaries and other
matters relating to compensation of the executive  officers of the company.  The
Compensation Committee held eight meetings during 2005.

The members of the Nominating  Committee are Messrs.  Stec  (Chairman),  Fox and
Hechler. The Nominating Committee held four meetings in 2005.

The Board of  Directors  held three  meetings  during  2005.  Each  director  is
expected  to attend  each  meeting of the Board and the  committees  on which he
serves.  In addition to meetings,  the Board and its  committees  review and act
upon matters through written consent procedures.

     Employment Contracts, Termination of Employment And Change In Control
                                  Arrangements

Peter J. Rizzo
--------------

Peter J. Rizzo,  the Company's Chief Executive  Officer,  is employed by the LP,
pursuant to an employment agreement dated December 9, 2003, which was amended on
October 19, 2004. That agreement, as amended, provides:

     o    for an  initial  term  that  will end on  December  9,  2007,  and for
          automatic one year renewals of the agreement unless either party gives
          notice of its  non-renewal  not later than June 30, 2007 or June 30 of
          the then current renewal year;

     o    for payment of an annual  base  salary of $500,000  during the initial
          term increasing by 10% per year during each one year renewal term, and
          incentive  compensation  provisions,  subject to a  guaranteed  annual
          minimum of $175,000,  that are based upon the Company's achievement of
          pre-determined earnings, cash flow and inventory turns targets;

     o    for the  issuance  under  the Plan of a five year  option to  purchase
          500,000  shares of common stock at an exercise price of $.95 per share
          vesting ratably on December 9, 2004 and December 9, 2005;

     o    for the issuance under the Plan of a ten year option to purchase up to
          100,000 shares of common stock at an exercise price of $3.10 per share
          on or after December 9, 2007;

                                       7
<PAGE>


     o    that,  as long as the  Nominating  Committee  of the  Company's  Board
          continues to approve Mr.  Rizzo as a director,  he will be included on
          the slate of nominees  that the Company  will  propose for election as
          directors throughout the term of his employment agreement;

     o    that, if (a) Mr. Rizzo is not appointed as Chairman of the Board or he
          is removed from that  position,  (b) his duties as CEO are  materially
          adversely changed or reduced,  (c) his employment is terminated by the
          LP without  cause or if, as a result of the  occurrence  of any of the
          events  described  in  clauses  (a) or  (b),  he  resigns,  he will be
          entitled to receive the following severance benefits:

          |X|  If such  termination  occurs on or before  December 31, 2006,  he
               will be  entitled to receive  severance  in an  aggregate  amount
               equal to 1.5 times his base salary and incentive compensation for
               the  immediately  preceding  year (a minimum of $937,500 up to as
               much as $1,275,000),

          |X|  If such  termination  occurs after  December 31, 2006, he will be
               entitled to receive severance in an aggregate amount equal to his
               base salary plus a pro-rata portion of any incentive compensation
               that  otherwise  would have  become due and payable to him if his
               employment had not been  terminated  prior to the end of the year
               (a minimum of $675,000 up to as much as $850,000) and

          |X|  All  unvested  options  granted to Mr.  Rizzo under the Plan will
               immediately  vest in full  and will be  exercisable  by him for a
               period of one year after his employment is terminated.

The maximum amount of incentive compensation that Mr. Rizzo may earn in any year
of the initial term and any renewal year is $350,000.

Jesse de la Rama
----------------

Jesse de la Rama, the Company's Chief Operating Officer,  is employed by the LP,
pursuant to an employment  agreement  dated March 1, 2004,  which was amended on
August 1, 2005. That agreement, as amended, provides:

     o    for an  initial  term  that will end on  February  28,  2006,  and for
          automatic one year renewals of the agreement unless either party gives
          notice of its non-renewal not later than December 31, 2005 or December
          31 of the then current renewal year;

     o    for  payment  of an annual  base  salary of  $275,000,  and  incentive
          compensation  provisions  that  are  based  upon  the  achievement  of
          pre-determined earnings, cash flow and inventory turns targets;

     o    for the  issuance  under  the Plan of a five year  option to  purchase
          25,000  shares of common stock at an exercise  price of $.86 per share
          which shall vest ratably on March 1, 2005, 2006 and 2007;

     o    for the  issuance  under  the Plan of a ten year  option  to  purchase
          75,000 shares of common stock at an exercise  price of $6.00 per share
          which shall vest ratably on February 10, 2006, 2007 and 2008;

     o    that,  in the event  that Mr. de la Rama's  employment  is  terminated
          without cause,  he shall receive  severance  payments  ranging between
          three and 12 months salary  depending on the length of his  employment
          at the time of termination.

Mr. de la Rama's base salary was  increased  to  $275,000  effective  January 1,
2006. The maximum amount of incentive  compensation that Mr. de la Rama may earn
in 2005 and any renewal year is $175,000.

Gregg A. Holst
--------------

Gregg A. Holst,  the Company's Chief Financial  Officer,  is employed by the LP,
pursuant to an employment  agreement  dated  December 19, 2005.  That  agreement
provides:

     o    for an  initial  term  that will end on  December  31,  2008,  and for
          automatic one year renewals of the agreement unless either party gives
          notice of its  non-renewal  not later than June 30, 2008 or June 30 of
          the then current renewal year;

                                       8
<PAGE>


     o    for payment of an annual base salary of $275,000,  a signing  bonus of
          $50,000 payable in 2006 and incentive compensation provisions, subject
          to a  guaranteed  annual  minimum of $96,250,  that are based upon the
          achievement of pre-determined  earnings, cash flow and inventory turns
          targets;

     o    for the  issuance  under  the Plan of a five year  option to  purchase
          100,000 shares of common stock at an exercise price of $4.40 per share
          which shall vest ratably on December 27, 2006, 2007 and 2008;

     o    that, in the event that Mr. Holst's  employment is terminated  without
          cause, he shall receive  severance  payments ranging between three and
          12 months salary depending on the length of his employment at the time
          of termination.

The maximum amount of incentive compensation that Mr. Holst may earn in 2006 and
any renewal year is $192,500.

Eugene Wielespki
----------------

In April 2002, the LP entered into an amended and restated employment  agreement
with  Eugene  Wielepski  who was then the  Company's  Vice  President  and Chief
Financial  Officer.  In March 2003,  the LP and Mr.  Wielepski  entered  into an
amendment of that agreement. As so amended, the agreement provides:

     o    that Mr.  Wielepski  shall  serve as Vice  President  - Finance for an
          initial term that will end on May 15, 2006, and for automatic one year
          renewals of the  agreement  unless  either  party gives  notice of its
          non-renewal  not later  than  March  16,  2006 or March 16 of the then
          current renewal year;

     o    for payment of a base salary of $180,000 per year;

     o    for the  issuance  under the Plan of a fully vested ten year option to
          purchase  10,000 shares of common stock at an exercise  price of $1.71
          per share;

     o    that, if Mr. Wielepski's  employment is terminated without cause after
          May 15,  2005,  the LP must pay him an amount equal to one year of his
          base salary; and

     o    that,  if the LP decides not to renew the  agreement,  it must pay Mr.
          Wielepski an amount equal to one year of his current base salary.

In December,  2005,  Mr.  Wielepski  retired  after 32 years of service with the
Company.

Compliance with Section 16(a) of the Exchange Act

Section  16(a) of the  Securities  Exchange Act of 1934  requires the  Company's
executive officers,  directors and persons who beneficially own more than 10% of
the Company's  common stock to file initial  reports of ownership and reports of
changes in ownership with the SEC. Such persons are required by SEC  regulations
to furnish us with  copies of all Section  16(a)  forms  filed by such  persons.
Based solely on the Company's  review of the forms  furnished to it, the Company
believes  that  all of  those  filing  requirements  were  complied  with by the
Company's executive officers, directors and holders of 10% or more of its common
stock during 2005, except as follows:

     o    On May 4, 2005,  Wurzburg  filed an amendment to its initial filing on
          SEC Form 3 to disclose  that it had  inadvertently  failed to disclose
          that it had  purchased  82,500  shares of common  stock on February 2,
          2000.

     o    Although  the  conversion  by  Wurzburg  of  3,300,000  shares  of the
          Company's Series A Convertible Preferred Stock into an equal number of
          shares of common stock had been previously  disclosed in the Company's
          Reports on Form 10-K and in its definitive proxy statements, due to an
          oversight,  such  conversion was not disclosed in any Form 4 or Form 5
          filing made by Wurzburg until May 4, 2005.

                                       9
<PAGE>


     o    Although the  issuance on September  18, 2002 to Textile of two common
          stock  purchase  warrants  entitling  it to purchase an  aggregate  of
          500,000  shares of common stock had been  previously  disclosed in the
          Company's Reports on Form 10-K and in its definitive proxy statements,
          due to an oversight,  such  conversion was not disclosed in any Form 4
          or Form 5 filing made by Wurzburg until May 4, 2005.

     o    As a result of an  oversight  on our part,  we did not file an initial
          statement of beneficial  ownership of securities on SEC Form 3 for Mr.
          McCoy,  who first  became a director in June 2005 upon his election at
          our 2005  annual  meeting of  stockholders.  We also  failed to file a
          statement  of changes in  beneficial  ownership  on SEC Form 4 when we
          issued options to Messrs.  Bachellerie,  Faltz, Fox, Girbaud,  Hechler
          and Stec in June 2005 under our  Director's  Plan. We corrected  those
          oversights in May 2006.

Codes of Ethics

The Company has adopted a Code of Ethics for Senior  Financial  Executives  that
applies to every employee or officer who holds the office of principal executive
officer, principal financial officer, principal accounting officer, treasurer or
controller,  or any person performing  similar  functions.  The Company also has
adopted a Code of Ethics and  Business  Conduct  that  applies to each  officer,
director  and  employee of the Company and each of its  subsidiaries.  A copy of
each of those codes will be provided by the Company without charge to any person
requesting  same.  All such requests  should be sent by first class mail to I.C.
Isaacs & Company, Inc., 3840 Bank Street, Baltimore, Maryland 21224, Attention -
Investor Relations Department.

ITEM 11. EXECUTIVE COMPENSATION

The following table sets forth certain  information  regarding the  compensation
paid during each of the Company's last three fiscal years to its Chief Executive
Officer and to each of its  executive  officers  other than the Chief  Executive
Officer whose total annual  salary and bonus  amounted to more than $100,000 and
who (except for Mr. Wielepski) were serving as executive  officers at the end of
2005 (collectively,  the "Named Executive Officers"). No compensation that would
qualify as payouts  pursuant to long-term  incentive  plans ("LTIP  Payouts") or
"All Other  Compensation" was paid to any of the Named Executive Officers during
the three year period ended on December 31, 2005,  and the Company did not issue
any SARs during that period of time.
<TABLE>
<CAPTION>
<S>     <C>                          <C>      <C>       <C>       <C>          <C>         <C>
                           Summary Compensation Table

                                                                                      Long Term
                                                                                     Compensation
                                                Annual Compensation (1)                 Awards
                                     -----------------------------------------  -----------------------
                                                                  Other Annual  Restricted  Securities
                                                                  Compensation    Stock     Underlying
  Name and Principal Position         Year    Salary($) Bonus($)       ($)      Awards ($)  Options (#)
  ---------------------------        -------- --------- --------- ------------  ---------- ------------
Peter J. Rizzo, CEO                   2005     497,307   350,000   151,575(3)         --           --
                                      2004     490,761        --        --            --      100,000
                                      2003(2)   28,846        --        --            --      500,000
Jesse De La Rama, Exec. VP and COO    2005     250,000    54,858        --            --       75,000
                                      2004(5)  136,694        --        --            --       25,000
Gregg A. Holst, Exec. VP and CFO      2005(6)       --        --        --            --      100,000
Eugene C. Wielepski, Vice President   2005     200,000    40,000   181,504(3)         --           --
                                      2004     181,393        --        --            --           --
                                      2003     184,571        --        --            --           --
</TABLE>

                                       10
<PAGE>


<TABLE>
<CAPTION>
<S>     <C>                          <C>      <C>       <C>       <C>          <C>         <C>
Daniel  J. Gladstone, Acting CEO
(2003), Former President--Girbaud
Division (2002 and 2004)              2005(7)  114,400        --        --            --           --
                                      2004     340,922   100,000   339,896(3)         --           --
                                      2003     357,091   207,895        --            --           --
Robert J. Conologue, Former COO and   2005          --        --   727,013(8)         --           --
CFO                                   2004(4)  315,757    40,000   625,342(3)         --           --
                                      2003     273,828        --        --            --      375,000


-------------
(1)  The LP also provided various perquisites and other benefits that did not
     exceed the lesser of $50,000 or 10% of the aggregate amounts reflected in
     the salary and bonus columns for each of the Named Executive Officers.
(2)  Mr. Rizzo was only employed for a period of 23 days (from December
     9-December 31) in 2003.
(3)  Compensation resulting from exercise of Plan Option.
(4)  Mr. Conologue's employment was terminated without cause on November 29,
     2004.
(5)  Mr. de la Rama started his employment on March 1, 2004.
(6)  Mr. Holst started his employment on December 27, 2005.
(7)  Mr. Gladstone's employment was terminated in April 2005.
(8)  Other Annual Compensation resulted from the exercise of Plan Options
     ($251,243) and severance paid in 2005 ($475,770).
</TABLE>


                                       11
<PAGE>


                      Option/SAR Grants in Last Fiscal Year

The Company did not grant any SARs to any of the Named Executive Officers during
the year ended  December 31, 2005.  The following  table sets forth  information
regarding grants of options made by the company to the Named Executive  Officers
during 2005.
<TABLE>
<CAPTION>
<S>     <C>      <C>         <C>         <C>       <C>          <C>          <C>
                                Individual Grants
                 ----------------------------------------------   Potential Realizable
                                                                     Value at Assumed
                  Number of   Percent of                         Annual Rates of Stock
                  Securities    Total     Exercise                   Appreciation for
                  Underlying   Options     Price                     Option Term(1)
                   Options    Granted to    Per     Expiration   ---------------------
    Name           Granted    Employees    Share       Date          5%          10%
    ----           -------    ---------    -----       ----          --          --
Jesse De La Rama    75,000       38%       $6.00     02-15-15    $ 283,000   $ 717,200
Gregg A. Holst     100,000       51%       $4.40     12-27-10    $ 276,700   $ 701,200
</TABLE>
----------------

(1) In accordance  with U.S.  Securities and Exchange  Commission  rules,  these
columns show gains that could accrue for the Named Executive  Officer's  option,
assuming that the market price of the Company's  common stock  appreciates  from
the date of grant over a period of 10 years at an annualized rate of 5% and 10%,
respectively.  If the stock price does not increase  above the exercise price at
the time of exercise,  realized value to the Named  Executive  Officer from this
option will be zero.

             Aggregated Option/SAR Exercises In Last Fiscal Year And
                        Fiscal Year-End Option/SAR Values

The following  table sets forth  information  concerning the number and value of
unexercised  options to purchase the Company's common stock held on December 31,
2005 by the Named Executive Officers.
<TABLE>
<CAPTION>
<S>     <C>         <C>         <C>       <C>                        <C>
                                              Number of Securities
                                             Underlying Unexercised      Value of Unexercised
                       Shares                      Options at          In-the-Money Options at
                    Acquired on   Value        Fiscal Year-End             Fiscal Year-End
    Name             Exercise    Realized  Exercisable/Unexercisable  Exercisable/Unexercisable
    ----             --------    --------  -------------------------  -------------------------
Peter J. Rizzo         21,500    $151,575         478,500/100,000        $1,741,740/$149,000
Jesse De La Rama           --          --            8,333/91,667            $31,000/$62,000
Gregg A. Holst             --          --               0/100,000                  $0/18,900
Eugene Wielepski       44,500    $181,504                      --                         --
Robert J. Conologue    43,000    $251,243                      --                         --
</TABLE>

                          Defined Benefit Pension Plan

The Company  maintains a defined  benefit  pension plan (the "Pension Plan") for
its  employees,  and the employees of its  subsidiaries.  The normal  retirement
benefit,  payable at age 65, is 20.0% of base  compensation  up to $10,000  plus
39.5% of base compensation over $10,000 and up to a maximum of $75,000, prorated
for  service  less than 30 years.  A reduced  benefit  is also  payable on early
retirement,  after  attainment of age 55 and  completion of 15 years of service.
The Pension Plan also provides  disability  retirement and death  benefits.  The
Company  pays the full cost of the  benefits  under the Pension Plan through its
contributions to a trust.  The Company's cash  contributions to the Pension Plan
during the year ended December 31, 2005 aggregated approximately $315,000.

The Pension Plan Table below  provides the  estimated  annual  benefits  payable
under the Pension Plan upon  retirement in specified  compensation  and years of
service classifications:

                                       12
<PAGE>


                                             Years of Service
                              ---------------------------------------------
         Remuneration            15       20       25       30       35
         ------------            --       --       --       --       --
$100,000.....................  $13,838  $18,451  $23,063  $27,676  $27,676
 125,000.....................   13,838   18,451   23,063   27,676   27,676
 150,000.....................   13,838   18,451   23,063   27,676   27,676
 175,000.....................   13,838   18,451   23,063   27,676   27,676
 200,000.....................   13,838   18,451   23,063   27,676   27,676
 225,000.....................   13,838   18,451   23,063   27,676   27,676
 250,000.....................   13,838   18,451   23,063   27,676   27,676
 300,000.....................   13,838   18,451   23,063   27,676   27,676
 400,000.....................   13,838   18,451   23,063   27,676   27,676
 450,000.....................   13,838   18,451   23,063   27,676   27,676
 500,000.....................   13,838   18,451   23,063   27,676   27,676

The compensation  considered in determining  benefits under the Pension Plan (as
provided in the column titled "Remuneration") is the annual average compensation
for the five  consecutive  calendar  years  producing the highest  average.  The
compensation  considered is limited to $75,000. All amounts of salary, bonus and
other compensation as reported in the Summary Compensation Table, up to $75,000,
are included in  compensation  considered  under the Pension  Plan.  The amounts
provided in the Pension  Plan Table are the  benefits  payable per year in equal
monthly installments for the life expectancy of the participants (i.e., straight
life annuity amounts).  The Pension Plan is integrated with Social Security, and
its benefit formula is as follows:  (i) 0.6667% of  compensation,  multiplied by
years of service up to 30 years;  plus (ii) 0.65% of  compensation  in excess of
$10,000 multiplied by years of service up to 30 years.

The estimated credited years of service for each of the Named Executive Officers
as of January 1, 2006 were as follows:

                                                                    Estimated
                                                                    Credited
                              Name                              Years of Service
                              ----                              ----------------
     Peter J. Rizzo...........................................          2
     Jesse De La Rama.........................................          2
     Gregg A. Holst...........................................         --
     Eugene Wielepski.........................................         32
     Daniel J. Gladstone......................................          6

                                       13
<PAGE>


<TABLE>
<CAPTION>
<S>     <C>                                        <C>                  <C>                <C>
       Securities Authorized For Issuance Under Equity Compensation Plans

                                                   Number of securities  Weighted average
                                                      to be issued      exercise price of
                                                    upon exercise of        outstanding    Number of securities
                                                   outstanding options, options, warrants  remaining available
             Plan Category                         warrants and rights      and rights     for future issuance
             -------------                         -------------------- ------------------ --------------------
Equity compensation plans approved by security
 holders (Omnibus Stock Option Plan)                        1,174,167              $1.96              370,400
Equity compensation plans approved by security
 holders (Directors Stock Option Plan)                        120,000              $5.60              330,000
Equity compensation plans not approved by security
 holders                                                            0                N/A                  N/A
Totals                                                      1,294,167              $2.30              700,400
</TABLE>


  Compensation Committee Interlocks and Insider Participation in Compensation
                                    Decisions

None of the directors  serving on the  Compensation  Committee is an employee of
the  Company,  and  neither  the Chief  Executive  Officer  nor any of the Named
Executive  Officers  has served on the  Compensation  Committee.  No director or
executive officer of the Company is a director or executive officer of any other
corporation  that has a director or executive  officer who is also a director or
board committee member of the Company.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Set forth below is information concerning the common stock ownership as of March
28, 2006 by (i) each person who the Company knows owns  beneficially  5% or more
of its outstanding  common stock, (ii) the Company's Chief Executive Officer and
each of its other "Named Executive Officers," (iii) each director,  and (iv) all
of the Company's directors and officers as a group:


                                                   Shares Beneficially Owned
                                                ------------------------------
Name and Address of Beneficial Owner(1)             Number          Percent(2)
---------------------------------------         ---------------    -----------

Wurzburg S.A. (3)                                4,549,167 (4)         37.9
Trafelet & Co LLC (5)                            1,037,000              8.6
Microcapital Fund LP (6)                           992,513              8.3
Jeffrey L. Feinberg (7)                            805,900              6.7
Peter J. Rizzo                                     478,500 (8)          3.8
Jesse de la Rama                                    41,666 (9)            *
Gregg A. Holst                                           -                *
Francois Girbaud (10)                            4,564,167 (11)        38.0
Olivier Bachellerie (12)                            45,000 (13)           *
Rene Faltz (14)                                     45,000 (13)           *
Neal J. Fox                                         67,000 (15)           *
Jon Hechler                                        226,091 (16)         1.9
Robert Stephen Stec (17)                            45,000 (13)           *
John McCoy II (19)                                  15,000 (18)           *
All Officers and Directors as a Group (of 10)    5,527,424 (20)        43.2
_______________________
*    Less than one percent

                                       14
<PAGE>


(1)  All shares are owned beneficially and of record unless indicated otherwise.
     Unless otherwise noted, the address of each stockholder is c/o the company,
     3840 Bank Street, Baltimore, Maryland 21224.

(2)  Based  upon  11,996,485  shares  outstanding  on the  date  of  this  proxy
     statement,  plus, where applicable, any shares issuable pursuant to options
     or warrants exercisable within 60 days of such date.

(3)  Based on information  set forth in a Schedule 13D amendment  filed with the
     SEC on April 26,  2005 by  Wurzburg SA  ("Wurzburg")  and  certain  related
     entities  including  Textile   Investment   International  SA  ("Textile"),
     Francois  Girbaud  and  Marithe  Bachellerie  (collectively,  the  "Girbaud
     Group"),  reporting  shared power to vote or direct the vote of, and shared
     power to dispose or direct the disposition of 4,549,167 shares. The address
     of this stockholder is 41, Avenue de la Gare, L-1611 Luxembourg.

(4)  Includes  3,966,667  shares  owned  beneficially  and  of  record  by  this
     stockholder's wholly owned subsidiary, Textile.

(5)  Based on information  set forth in a Schedule 13G amendment  filed with the
     SEC on February  14, 2006 by  Trafelet & Company,  LLC and a related  party
     reporting  shared  power to vote or direct the vote of, and shared power to
     dispose or direct the disposition of 1,037,000 shares.  The address of this
     stockholder is 900 Third Avenue, 5th Floor, New York, New York.

(6)  Based on  information  set forth in a  Schedule  13G filed  with the SEC on
     February 14, 2006 by MicroCapital, LLC and related parties reporting shared
     power to vote or direct the vote of, and shared  power to dispose or direct
     the disposition of 992,513 shares.  The address of this  stockholder is 623
     Fifth Avenue, Suite 2502, New York, New York.

(7)  Based on information  set forth in a Schedule 13G amendment  filed with the
     SEC on  February  9,  2006 by  Jeffrey  L.  Feinberg  and  related  parties
     reporting  shared  power to vote or direct the vote of, and shared power to
     dispose or direct the  disposition of 805,900  shares.  The address of this
     stockholder  is c/o JLF  Asset  Management,  L.L.C.,  2775 Via de la Valle,
     Suite 204, Del Mar, California.

(8)  Includes  478,500  shares that Mr. Rizzo may acquire  pursuant to an option
     exercisable by him within 60 days of the date of this proxy statement.

(9)  Includes  41,666  shares  that Mr. de la Rama may  acquire  pursuant  to an
     option  exercisable  by him  within  60  days of the  date  of  this  proxy
     statement.

(10) Mr. Girbaud's address is 8 Rue Du Centre, Vevey, Switzerland.

(11) Includes the shares held by the Girbaud Group.  Also includes 15,000 shares
     that Mr.  Girbaud may  acquire  pursuant  to an option  exercisable  by him
     within 60 days of the date of this proxy statement.

(12) Mr. Bachellerie's address is 15 Rue Louis Blanc, 75010 Paris, France.

(13) Includes  45,000  shares that this  person may acquire  pursuant to options
     exercisable by him within 60 days of the date of this proxy statement.

(14) Mr.  Faltz's  address is 41 Avenue de la Gare,  Luxembourg,  L-1611,  Grand
     Duchy of Luxembourg.

(15) Includes  67,000  shares  that Mr.  Fox may  acquire  pursuant  to  options
     exercisable by him within 60 days of the date of this proxy statement.

(16) Includes  52,000  shares that Mr.  Hechler may acquire  pursuant to options
     exercisable by him within 60 days of the date of this proxy statement.

(17) Mr.  Stec's  address is c/o  Lexington  Home  Brands,  411 South  Salisbury
     Street, Lexington, NC.

(18) Mr.  McCoy's  address is c/o  Components by John McCoy,  Inc., 21 West 55th
     Street, New York, NY

(19) Includes  15,000  shares that Mr.  McCoy may acquire  pursuant to an option
     exercisable by him within 60 days of the date of this proxy statement

(20) Includes 804,166 shares that may be acquired by Messrs.  Rizzo, de la Rama,
     Bachellerie,  Falz,  Fox,  Girbaud,  Hechler,  McCoy and Stec  pursuant  to
     options  exercisable  by them  within  60 days  of the  date of this  proxy
     statement.


                                       15
<PAGE>


                                     PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

(a)1. Financial Statements. None

(a)2. Financial Statements Schedules. None

(a)3. Exhibits (numbered in accordance with Item 601 of Regulation S-K). The
following is a list of Exhibits filed herewith:


Exhibit No.                           Description

 3.01     Amended and Restated Certificate of Incorporation (a copy of which was
          filed with the  Commission  on October 3, 1997 as Exhibit  3.01 to the
          Company's  Registration  Statement on Form S-1 (the "S-1  Registration
          Statement"), and is hereby incorporated herein by this reference).

 3.02     Amended  and  Restated  By-laws  (a copy of which was filed as Exhibit
          3.02 to the S-1  Registration  Statement,  and is hereby  incorporated
          herein by this reference).

 3.03     Certificate of Designation of the Series A Convertible Preferred Stock
          of the  Company  (a copy of which was  filed  with the  Commission  on
          November 15, 1999 as Exhibit 3.03 to the Company's Quarterly Report on
          Form 10-Q for the quarter  ended  September  30,  1999,  and is hereby
          incorporated herein by this reference).

 3.04     Certificate  of Amendment to the  Certificate  of  Designation  of the
          Series A Convertible  Preferred  Stock of the Company (a copy of which
          was filed with the  Commission on April 2, 2001 as Exhibit 3.04 to the
          Company's  Annual Report on Form 10-K for the year ended  December 31,
          2000, and is hereby incorporated herein by this reference).

 3.05     Second  Certificate of Amendment to the  Certificate of Designation of
          the Series A  Convertible  Preferred  Stock of the  Company (a copy of
          which was filed with the  Commission  on November  14, 2002 as Exhibit
          3.05 to the  Company's  Quarterly  Report on Form 10-Q for the quarter
          ended September 30, 2002 (the  "September  2002 10-Q"),  and is hereby
          incorporated herein by this reference).

 3.06     Certificate  of  Amendment  of Amended  and  Restated  Certificate  of
          Incorporation (a copy of which was filed with the Commission on August
          14, 2003 as Exhibit  3.06 to the  Company's  Quarterly  Report on Form
          10-Q for the quarter  ended June 30, 2003 (the "June 2003 10-Q"),  and
          is hereby incorporated herein by this reference).

 4.01     Specimen Common Stock  Certificate (a copy of which was filed with the
          Commission  on  October  3,  1997 as  Exhibit  4.01  to the  Company's
          Registration Statement on Form S-1 (the "S-1 Registration Statement"),
          and is hereby incorporated herein by this reference).

 4.02     Warrant   No.  1  issued  by  the   Company  to   Textile   Investment
          International  S.A.  ("Textile") for the purchase of 300,000 shares of
          Common  Stock (a copy of  which  was  filed  with  the  Commission  on
          November 14, 2002 as Exhibit 4.02 to the September  2002 10-Q,  and is
          hereby incorporated herein by this reference).

 4.03     Warrant  No. 2 issued by the Issuer to  Textile  for the  purchase  of
          200,000  shares of Common  Stock (a copy of which was filed as Exhibit
          4.03 to the September 2002 10-Q, and is hereby  incorporated herein by
          this reference).

 4.04     Amended and Restated  Omnibus Stock Plan as in effect on June 30, 2003
          (a copy of which was filed as Exhibit 4.04 to the June 2003 10-Q,  and
          is hereby incorporated herein by this reference).

                                       16
<PAGE>


 4.05     2005  Non-Employee  Directors  Stock  Option Plan (a copy of which was
          filed  with the  Commission  on August  10,  2005 as  Exhibit  4.05 to
          Amendment  No. 1 to the Company's  Registration  Statement on Form S-2
          (the  "S-2  Amendment"),  and is  hereby  incorporated  herein by this
          reference).

10.01     Form of  Indemnification  Agreement  (a copy of  which  was  filed as
          Exhibit  10.09  to the  S-1  Registration  Statement,  and  is  hereby
          incorporated herein by this reference).

10.02     Girbaud  Trademark License and Technical  Assistance  Agreement dated
          November  1, 1997 (a copy of which was filed  with the  Commission  on
          November  26,  1997 as  Exhibit  10.26 to  Amendment  No. 2 to the S-1
          Registration Statement ("S-1 Amendment 2"), and is hereby incorporated
          herein by this reference).

10.03     Defined  Benefit  Pension  Plan (a copy of which  was  filed  with as
          Exhibit  10.27(a) to S-1 Amendment  No. 2, and is hereby  incorporated
          herein by this reference).

10.04     First  Amendment to Defined Benefit Pension Plan (a copy of which was
          filed  as  Exhibit   10.27(b)  to  S-1  Amendment  2,  and  is  hereby
          incorporated herein by this reference).

10.05     Girbaud  Trademark License and Technical  Assistance  Agreement dated
          January  15,  1998 (a copy of which was filed with the  Commission  on
          March 27, 1998 as Exhibit  10.26(a) to the Company's  Annual Report on
          Form 10-K for the year ended December 31, 1997 (the "1997 10-K"),  and
          is hereby incorporated herein by this reference).

10.06     Girbaud  Trademark  License and  Technical  Assistance  Agreement for
          Women's  Collection  dated March 4, 1998 (a copy of which was filed as
          Exhibit 10.26(b) to the 1997 10-K, and is hereby  incorporated  herein
          by this reference).

10.07     Amendment  No.  1 dated  June  18,  1998  to  Girbaud  Trademark  and
          Technical Assistance Agreement for Women's Collection (a copy of which
          was filed with the  Commission  on August 12, 1998 as Exhibit 10.32 to
          the Company's Quarterly Report on Form 10-Q for the quarter ended June
          30, 1998, and is hereby incorporated herein by this reference).

10.08     Amendment  No. 1 dated  November  12, 1998 to  Trademark  License and
          Technical  Assistance  Agreement for Men's  Collections by and between
          I.C. Isaacs & Co., L.P. and Latitude  Licensing Corp. (a copy of which
          was filed with the  Commission  on March 30, 1999 as Exhibit  10.40 to
          the Company's  Annual Report on Form 10-K for the year ended  December
          31, 1998 (the "1998 10-K"), and is hereby  incorporated herein by this
          reference).

10.09     Amendment  No. 2 dated  November  12, 1998 to  Trademark  License and
          Technical  Assistance Agreement for Women's Collections by and between
          I.C. Isaacs & Co., L.P. and Latitude  Licensing Corp. (a copy of which
          was  filed  as  Exhibit  10.41  to  the  1998  10-K,   and  is  hereby
          incorporated herein by this reference).

10.10     Executive  Employment Agreement by and between I.C. Isaacs & Company,
          Inc. and Daniel  Gladstone dated January 21, 1999 (a copy of which was
          filed as Exhibit 10.42 to 1998 10-K, and is hereby incorporated herein
          by this reference).

10.11     Amendment  No.  1 dated  March  4,  1998  to  Trademark  License  and
          Technical  Assistance  Agreement for Men's  Collections by and between
          the Company and Latitude Licensing Corp. (a copy of which was filed as
          Exhibit 10.56 to the 1998 10-K, and is hereby  incorporated  herein by
          this reference).

10.12     Amendment  No. 3 dated  December  23, 1998 to  Trademark  License and
          Technical  Assistance Agreement for Women's Collections by and between
          the Company and Latitude Licensing Corp. (a copy of which was filed as
          Exhibit 10.57 to the 1998 10-K, and is hereby  incorporated  herein by
          this reference).

10.13     Amendment  No. 4 to the Trademark  License and  Technical  Assistance
          Agreement  Covering  Women's  Products dated August 2, 1999 (a copy of
          which was filed  with the  Commission  on August  13,  1999 as Exhibit
          10.60 to the Company's  Quarterly  Report on Form 10-Q for the quarter
          ended  June  30,  1999,  and is  hereby  incorporated  herein  by this
          reference).

                                       17
<PAGE>


10.14     Amendment  No. 2 dated  June  21,  2000,  to  Trademark  License  and
          Technical  Assistance  Agreement Covering Men's Products dated January
          15, 1998, by and between  Latitude  Licensing  Corp. and I.C. Isaacs &
          Company L.P.  3.03 (a copy of which was filed with the  Commission  on
          August 14, 2000 as Exhibit 10.75 to the Company's  Quarterly Report on
          Form 10-Q for the quarter  ended June 30, 2000 (the "June 2000 10-Q"),
          and is hereby incorporated herein by this reference).

10.15     Amendment  No. 5 dated  June  21,  2000,  to  Trademark  License  and
          Technical Assistance Agreement Covering Women's Products dated January
          15, 1998, by and between  Latitude  Licensing  Corp. and I.C. Isaacs &
          Company  L.P. (a copy of which was filed as Exhibit  10.76 to the June
          2000 10-Q, and is hereby incorporated herein by this reference).

10.16     Amendment  No.3  to  Trademark   License  and  Technical   Assistance
          Agreement  Covering Men's Products Dated May 31, 2001 (a copy of which
          was filed with the Commission on April 1, 2002 as Exhibit 10.92 to the
          Company's  Annual Report on Form 10-K for the year ended  December 31,
          2001, and is hereby incorporated herein by this reference).

10.17     Amended and Restated Executive  Employment  Agreement dated April 17,
          2002,  by and between the Company and Eugene C.  Wielepski  (a copy of
          which was filed with the Commission on April 22, 2002 as Exhibit 10.94
          to Amendment No. 1 to the Company's Annual Report on Form 10-K for the
          year ended  December  31,  2001 (the "2001  10-K  Amendment"),  and is
          hereby incorporated herein by this reference).

10.18     Amended and Restated Executive  Employment  Agreement dated April 17,
          2002,  by and between the Company and Daniel J.  Gladstone  (a copy of
          which was filed as Exhibit  10.95 to Amendment  No. 1 to the 2001 10-K
          Amendment, and is hereby incorporated herein by this reference).

10.19     Amendment No. 4 dated  October 2, 2002 to the  Trademark  License and
          Technical  Assistance  Agreement dated January 15, 2002 by and between
          Latitude  Licensing Corp. and I.C.  Isaacs & Company,  L.P. (a copy of
          which was filed with the  Commission  on November  14, 2002 as Exhibit
          10.102 to the Company's  Quarterly Report on Form 10-Q for the quarter
          ended September 30, 2002 (the  "September  2002 10-Q"),  and is hereby
          incorporated herein by this reference).

10.20     Amendment No. 6 dated  October 2, 2002 to the  Trademark  License and
          Technical  Assistance  Agreement for Women's Collections dated October
          2, 2002 by and between  Latitude  Licensing  Corp.  and I.C.  Isaacs &
          Company,  L.P.  (a copy of which  was filed as  Exhibit  10.103 to the
          September  2002  10-Q,  and is  hereby  incorporated  herein  by  this
          reference).

10.21     Amendment  no. 7, dated March 31, 2003 to the  Trademark  License and
          Technical   Assistance   Agreement  for  Women's  Collections  between
          Latitude  Licensing  Corp.  and I.C.  Isaacs & Company L.P. (a copy of
          which was filed with the Commission on April 4, 2003 as Exhibit 10.110
          to the  Company's  Annual  Report  on Form  10-K  for the  year  ended
          December 31, 2002 (the "2002 10-K"), and is hereby incorporated herein
          by this reference).

10.22     Amendment  no. 5 dated  March 31, 2003 to the  Trademark  License and
          Technical  Assistance  Agreement dated the 1st day of November 1997 by
          and between Latitude Licensing Corp. and I.C. Isaacs & Company L.P. (a
          copy of which was filed as  Exhibit  10.111 to the 2002  10-K,  and is
          hereby incorporated herein by this reference).

10.23     Amendment  dated as of May 15th,  2003 to the  Amended  and  Restated
          Employment Agreement between I.C. Isaacs & Company, L.P. and Daniel J.
          Gladstone  (a copy of which was filed with the  Commission  on May 15,
          2003 as Exhibit 10.114 to the Company's  Quarterly Report on Form 10-Q
          for the quarter  ended March 31, 2003 (the "March 2003 10-Q"),  and is
          hereby incorporated herein by this reference).

10.24     Amendment  dated as of March 31st,  2003 to the Amended and  Restated
          Employment Agreement between I.C. Isaacs & Company, L.P. and Eugene C.
          Wielespki  (a copy of which was filed as  Exhibit  10.115 to the March
          2003 10-Q, and is hereby incorporated herein by this reference).

                                       18
<PAGE>


10.25     Amendment No. 8, dated October 29, 2003 to the Trademark  License and
          Technical   Assistance   Agreement  for  Women's  Collections  between
          Latitude  Licensing  Corp.  and I.C.  Isaacs & Company L.P. (a copy of
          which was filed with the  Commission  on November  14, 2003 as Exhibit
          10.118 to the Company's  Quarterly Report on Form 10-Q for the quarter
          ended September 30, 2003 (the  "September  2003 10-Q"),  and is hereby
          incorporated herein by this reference).

10.26     Amendment No. 6, dated October 29, 2003 to the Trademark  License and
          Technical  Assistance  Agreement dated the 1st day of November 1997 by
          and between Latitude Licensing Corp. and I.C. Isaacs & Company L.P. (a
          copy of which was filed as Exhibit  10.119 to the September 2003 10-Q,
          and is hereby incorporated herein by this reference).

10.27     Amendment  dated  October  13,  2004  to  the  Executive   Employment
          Agreement dated December 9, 2003 by and Between I.C. Isaacs & Company,
          L.P. and Peter J. Rizzo (a copy of which was filed with the Commission
          as Exhibit 10.120 to the Company's Report on Form 8-K filed on October
          22, 2004 (the "October 22, 2004 Form 8-K"), and is hereby incorporated
          herein by this reference).

10.28     Executive  Employment agreement made as of the 1st day of March 2004,
          by and between  I.C.  Isaacs & Company LP and Jesse de la Rama (a copy
          of which was filed as Exhibit 10.121 to the October 22, 2004 Form 8-K,
          and is hereby incorporated herein by this reference).

10.29     Loan and  Security  Agreement  Dated as of  December  30, 2004 by and
          between  I.C.  Isaacs & Company,  L.P.  and  Wachovia  Bank,  National
          Association  (a copy of which was filed with the Commission as Exhibit
          10.122 to the  Company's  Report on Form 8-K filed on January 6, 2005,
          and is hereby incorporated herein by this reference).

10.30     Amendment No. 7, dated  December 16, 2004,  to the Trademark  License
          and Technical  Assistance Agreement dated the 1st day of November 1997
          by and between Latitude Licensing Corp. and I.C. Isaacs & Company L.P.
          (a copy of which was filed with the  Commission  on March 31,  2005 as
          Exhibit  10.123 to the  Company's  Annual  Report on Form 10-K for the
          year  ended  December  31,  2004  (the  "2004  10-K"),  and is  hereby
          incorporated herein by this reference).

10.31     Amendment No. 9, dated  December 16, 2004,  to the Trademark  License
          and Technical Assistance Agreement for Women's Collections dated March
          4, 1998 by and between  Latitude  Licensing  Corp.  and I.C.  Isaacs &
          Company L.P. (a copy of which was filed as Exhibit  10.124 to the 2004
          10-K, and is hereby incorporated herein by this reference).

10.32     Assignment  of warrant to purchase  300,000  shares of the  Company's
          common  stock  dated  September  28th,  2004  by  Textile   Investment
          International  S.A. to Rockbrook  Investments SA., and consented to on
          April 13,  2005 by the  Company  (a copy of which was filed as Exhibit
          99.01 to the S-2 Amendment,  and is hereby incorporated herein by this
          reference).

10.33     Assignment  of warrant to purchase  200,000  shares of the  Company's
          common  stock  dated  September  28th,  2004  by  Textile   Investment
          International S.A. to Rockbrook  Investments SA. , and consented to on
          April 13,  2005 by the  Company  (a copy of which was filed as Exhibit
          99.02 to the S-2 Amendment,  and is hereby incorporated herein by this
          reference).

10.34     Executive  Employment  Agreement dated December 19, 2005 between I.C.
          Isaacs & Company L.P. and Gregg A. Holst (a copy of which was filed as
          Exhibit  10.34 to the  Company's  Report on Form 8-K filed on December
          29, 2005, and is hereby incorporated herein by this reference).

10.35     Amendment No. 8, dated March 29, 2006,  to the Trademark  License and
          Technical  Assistance  Agreement dated the 1st day of November 1997 by
          and between Latitude Licensing Corp. and I.C. Isaacs & Company L.P. (a
          copy of which was filed as Exhibit 10.35 to the Original  Filing,  and
          is hereby incorporated herein by this reference).

10.36     Amendment No. 10, dated March 29, 2006, to the Trademark  License and
          Technical  Assistance Agreement for Women's Collections dated March 4,
          1998 by and between Latitude Licensing Corp. and I.C. Isaacs & Company
          L.P.  (a copy of which  was  filed as  Exhibit  10.36 to the  Original
          Filing, and is hereby incorporated herein by this reference).

                                       19
<PAGE>


14.01     Code of Ethics for Senior  Financial  Executives (a copy of which was
          filed  as  Exhibit  14.01  to  the  Original  Filing,  and  is  hereby
          incorporated herein by this reference)

14.02     Code of Ethics  and  Business  Conduct  (a copy of which was filed as
          Exhibit  14.02 to the  Original  Filing,  and is  hereby  incorporated
          herein by this reference)

21.01     List of  Subsidiaries  (a copy of which was filed as Exhibit 21.01 to
          the  S-2  Amendment,   and  is  hereby  incorporated  herein  by  this
          reference).

31.01     Certification  Pursuant to Section 302 of the  Sarbanes-Oxley  Act of
          2002

31.02     Certification  Pursuant to Section 302 of the  Sarbanes-Oxley  Act of
          2002

32.01     Certification  Pursuant to Section  1350 of chapter 63 of Title 18 of
          the United States Code

                                       20
<PAGE>


                                    SIGNATURE

Pursuant to the  requirements of Section 13 or 15(d) of the Securities  Exchange
Act of 1934, I.C. Isaacs & Company, Inc. has duly caused this Amendment No. 1 on
Form  10-K/A to be  signed on its  behalf  by the  undersigned,  thereunto  duly
authorized.


                                         I.C. ISAACS & COMPANY, INC.
                                         (REGISTRANT)

Date: May 25, 2006                       By: /s/ Gregg A. Holst
                                             -----------------------------------
                                                       Gregg A. Holst
                                                 Executive Vice President and
                                             Chief (Principle) Financial Officer

                                       21
<PAGE>


                                  Exhibit Index
                                  -------------

Exhibit                            Description
No.

 3.01     Amended and Restated Certificate of Incorporation (a copy of which was
          filed with the  Commission  on October 3, 1997 as Exhibit  3.01 to the
          Company's  Registration  Statement on Form S-1 (the "S-1  Registration
          Statement"), and is hereby incorporated herein by this reference).

 3.02     Amended  and  Restated  By-laws  (a copy of which was filed as Exhibit
          3.02 to the S-1  Registration  Statement,  and is hereby  incorporated
          herein by this reference).

 3.03     Certificate of Designation of the Series A Convertible Preferred Stock
          of the  Company  (a copy of which was  filed  with the  Commission  on
          November 15, 1999 as Exhibit 3.03 to the Company's Quarterly Report on
          Form 10-Q for the quarter  ended  September  30,  1999,  and is hereby
          incorporated herein by this reference).

 3.04     Certificate  of Amendment to the  Certificate  of  Designation  of the
          Series A Convertible  Preferred  Stock of the Company (a copy of which
          was filed with the  Commission on April 2, 2001 as Exhibit 3.04 to the
          Company's  Annual Report on Form 10-K for the year ended  December 31,
          2000, and is hereby incorporated herein by this reference.

 3.05     Second  Certificate of Amendment to the  Certificate of Designation of
          the Series A  Convertible  Preferred  Stock of the  Company (a copy of
          which was filed with the  Commission  on November  14, 2002 as Exhibit
          3.05 to the  Company's  Quarterly  Report on Form 10-Q for the quarter
          ended September 30, 2002 (the  "September  2002 10-Q"),  and is hereby
          incorporated herein by this reference).

 3.06     Certificate  of  Amendment  of Amended  and  Restated  Certificate  of
          Incorporation (a copy of which was filed with the Commission on August
          14, 2003 as Exhibit  3.06 to the  Company's  Quarterly  Report on Form
          10-Q for the quarter  ended June 30, 2003 (the "June 2003 10-Q"),  and
          is hereby incorporated herein by this reference).

 4.01     Specimen Common Stock  Certificate (a copy of which was filed with the
          Commission  on  October  3,  1997 as  Exhibit  4.01  to the  Company's
          Registration Statement on Form S-1 (the "S-1 Registration Statement"),
          and is hereby incorporated herein by this reference).

 4.02     Warrant   No.  1  issued  by  the   Company  to   Textile   Investment
          International  S.A.  ("Textile") for the purchase of 300,000 shares of
          Common  Stock (a copy of  which  was  filed  with  the  Commission  on
          November 14, 2002 as Exhibit 4.02 to the September  2002 10-Q,  and is
          hereby incorporated herein by this reference).

 4.03     Warrant  No. 2 issued by the Issuer to  Textile  for the  purchase  of
          200,000  shares of Common  Stock (a copy of which was filed as Exhibit
          4.03 to the September 2002 10-Q, and is hereby  incorporated herein by
          this reference).

 4.04     Amended and Restated  Omnibus Stock Plan as in effect on June 30, 2003
          (a copy of which was filed as Exhibit 4.04 to the June 2003 10-Q,  and
          is hereby incorporated herein by this reference).

 4.05     2005  Non-Employee  Directors  Stock  Option Plan (a copy of which was
          filed  with the  Commission  on August  10,  2005 as  Exhibit  4.05 to
          Amendment  No. 1 to the Company's  Registration  Statement on Form S-2
          (the  "S-2  Amendment"),  and is  hereby  incorporated  herein by this
          reference).

10.01     Form of  Indemnification  Agreement  (a copy of  which  was  filed as
          Exhibit  10.09  to the  S-1  Registration  Statement,  and  is  hereby
          incorporated herein by this reference).

10.02     Girbaud  Trademark License and Technical  Assistance  Agreement dated
          November  1, 1997 (a copy of which was filed  with the  Commission  on
          November  26,  1997 as  Exhibit  10.26 to  Amendment  No. 2 to the S-1
          Registration Statement ("S-1 Amendment 2"), and is hereby incorporated
          herein by this reference).

                                       22
<PAGE>


10.03     Defined  Benefit  Pension  Plan (a copy of which  was  filed  with as
          Exhibit  10.27(a) to S-1 Amendment  No. 2, and is hereby  incorporated
          herein by this reference).

10.04     First  Amendment to Defined Benefit Pension Plan (a copy of which was
          filed  as  Exhibit   10.27(b)  to  S-1  Amendment  2,  and  is  hereby
          incorporated herein by this reference).

10.05     Girbaud  Trademark License and Technical  Assistance  Agreement dated
          January  15,  1998 (a copy of which was filed with the  Commission  on
          March 27, 1998 as Exhibit  10.26(a) to the Company's  Annual Report on
          Form 10-K for the year ended December 31, 1997 (the "1997 10-K"),  and
          is hereby incorporated herein by this reference).

10.06     Girbaud  Trademark  License and  Technical  Assistance  Agreement for
          Women's  Collection  dated March 4, 1998 (a copy of which was filed as
          Exhibit 10.26(b) to the 1997 10-K, and is hereby  incorporated  herein
          by this reference).

10.07     Amendment  No.  1 dated  June  18,  1998  to  Girbaud  Trademark  and
          Technical Assistance Agreement for Women's Collection (a copy of which
          was filed with the  Commission  on August 12, 1998 as Exhibit 10.32 to
          the Company's Quarterly Report on Form 10-Q for the quarter ended June
          30, 1998, and is hereby incorporated herein by this reference).

10.08     Amendment  No. 1 dated  November  12, 1998 to  Trademark  License and
          Technical  Assistance  Agreement for Men's  Collections by and between
          I.C. Isaacs & Co., L.P. and Latitude  Licensing Corp. (a copy of which
          was filed with the  Commission  on March 30, 1999 as Exhibit  10.40 to
          the Company's  Annual Report on Form 10-K for the year ended  December
          31, 1998 (the "1998 10-K"), and is hereby  incorporated herein by this
          reference).

10.09     Amendment  No. 2 dated  November  12, 1998 to  Trademark  License and
          Technical  Assistance Agreement for Women's Collections by and between
          I.C. Isaacs & Co., L.P. and Latitude  Licensing Corp. (a copy of which
          was  filed  as  Exhibit  10.41  to  the  1998  10-K,   and  is  hereby
          incorporated herein by this reference).

10.10     Executive  Employment Agreement by and between I.C. Isaacs & Company,
          Inc. and Daniel  Gladstone dated January 21, 1999 (a copy of which was
          filed as Exhibit 10.42 to 1998 10-K, and is hereby incorporated herein
          by this reference).

10.11     Amendment  No.  1 dated  March  4,  1998  to  Trademark  License  and
          Technical  Assistance  Agreement for Men's  Collections by and between
          the Company and Latitude Licensing Corp. (a copy of which was filed as
          Exhibit 10.56 to the 1998 10-K, and is hereby  incorporated  herein by
          this reference).

10.12     Amendment  No. 3 dated  December  23, 1998 to  Trademark  License and
          Technical  Assistance Agreement for Women's Collections by and between
          the Company and Latitude Licensing Corp. (a copy of which was filed as
          Exhibit 10.57 to the 1998 10-K, and is hereby  incorporated  herein by
          this reference).

10.13     Amendment  No. 4 to the Trademark  License and  Technical  Assistance
          Agreement  Covering  Women's  Products dated August 2, 1999 (a copy of
          which was filed  with the  Commission  on August  13,  1999 as Exhibit
          10.60 to the Company's  Quarterly  Report on Form 10-Q for the quarter
          ended  June  30,  1999,  and is  hereby  incorporated  herein  by this
          reference).

10.14     Amendment  No. 2 dated  June  21,  2000,  to  Trademark  License  and
          Technical  Assistance  Agreement Covering Men's Products dated January
          15, 1998, by and between  Latitude  Licensing  Corp. and I.C. Isaacs &
          Company L.P.  3.03 (a copy of which was filed with the  Commission  on
          August 14, 2000 as Exhibit 10.75 to the Company's  Quarterly Report on
          Form 10-Q for the quarter  ended June 30, 2000 (the "June 2000 10-Q"),
          and is hereby incorporated herein by this reference).

10.15     Amendment  No. 5 dated  June  21,  2000,  to  Trademark  License  and
          Technical Assistance Agreement Covering Women's Products dated January
          15, 1998, by and between  Latitude  Licensing  Corp. and I.C. Isaacs &
          Company  L.P. (a copy of which was filed as Exhibit  10.76 to the June
          2000 10-Q, and is hereby incorporated herein by this reference).

                                       23
<PAGE>


10.16     Amendment  No.3  to  Trademark   License  and  Technical   Assistance
          Agreement  Covering Men's Products Dated May 31, 2001 (a copy of which
          was filed with the Commission on April 1, 2002 as Exhibit 10.92 to the
          Company's  Annual Report on Form 10-K for the year ended  December 31,
          2001, and is hereby incorporated herein by this reference).

10.17     Amended and Restated Executive  Employment  Agreement dated April 17,
          2002,  by and between the Company and Eugene C.  Wielepski  (a copy of
          which was filed with the Commission on April 22, 2002 as Exhibit 10.94
          to Amendment No. 1 to the Company's Annual Report on Form 10-K for the
          year ended  December  31,  2001 (the "2001  10-K  Amendment"),  and is
          hereby incorporated herein by this reference).

10.18     Amended and Restated Executive  Employment  Agreement dated April 17,
          2002,  by and between the Company and Daniel J.  Gladstone  (a copy of
          which was filed as Exhibit  10.95 to Amendment  No. 1 to the 2001 10-K
          Amendment, and is hereby incorporated herein by this reference).

10.19     Amendment No. 4 dated  October 2, 2002 to the  Trademark  License and
          Technical  Assistance  Agreement dated January 15, 2002 by and between
          Latitude  Licensing Corp. and I.C.  Isaacs & Company,  L.P. (a copy of
          which was filed with the  Commission  on November  14, 2002 as Exhibit
          10.102 to the Company's  Quarterly Report on Form 10-Q for the quarter
          ended September 30, 2002 (the  "September  2002 10-Q"),  and is hereby
          incorporated herein by this reference).

10.20     Amendment No. 6 dated  October 2, 2002 to the  Trademark  License and
          Technical  Assistance  Agreement for Women's Collections dated October
          2, 2002 by and between  Latitude  Licensing  Corp.  and I.C.  Isaacs &
          Company,  L.P.  (a copy of which  was filed as  Exhibit  10.103 to the
          September  2002  10-Q,  and is  hereby  incorporated  herein  by  this
          reference).

10.21     Amendment  no. 7, dated March 31, 2003 to the  Trademark  License and
          Technical   Assistance   Agreement  for  Women's  Collections  between
          Latitude  Licensing  Corp.  and I.C.  Isaacs & Company L.P. (a copy of
          which was filed with the Commission on April 4, 2003 as Exhibit 10.110
          to the  Company's  Annual  Report  on Form  10-K  for the  year  ended
          December 31, 2002 (the "2002 10-K"), and is hereby incorporated herein
          by this reference).

10.22     Amendment  no. 5 dated  March 31, 2003 to the  Trademark  License and
          Technical  Assistance  Agreement dated the 1st day of November 1997 by
          and between Latitude Licensing Corp. and I.C. Isaacs & Company L.P. (a
          copy of which was filed as  Exhibit  10.111 to the 2002  10-K,  and is
          hereby incorporated herein by this reference).

10.23     Amendment  dated as of May 15th,  2003 to the  Amended  and  Restated
          Employment Agreement between I.C. Isaacs & Company, L.P. and Daniel J.
          Gladstone  (a copy of which was filed with the  Commission  on May 15,
          2003 as Exhibit 10.114 to the Company's  Quarterly Report on Form 10-Q
          for the quarter  ended March 31, 2003 (the "March 2003 10-Q"),  and is
          hereby incorporated herein by this reference).

10.24     Amendment  dated as of March 31st,  2003 to the Amended and  Restated
          Employment Agreement between I.C. Isaacs & Company, L.P. and Eugene C.
          Wielespki  (a copy of which was filed as  Exhibit  10.115 to the March
          2003 10-Q, and is hereby incorporated herein by this reference).

10.25     Amendment No. 8, dated October 29, 2003 to the Trademark  License and
          Technical   Assistance   Agreement  for  Women's  Collections  between
          Latitude  Licensing  Corp.  and I.C.  Isaacs & Company L.P. (a copy of
          which was filed with the  Commission  on November  14, 2003 as Exhibit
          10.118 to the Company's  Quarterly Report on Form 10-Q for the quarter
          ended September 30, 2003 (the  "September  2003 10-Q"),  and is hereby
          incorporated herein by this reference).

10.26     Amendment No. 6, dated October 29, 2003 to the Trademark  License and
          Technical  Assistance  Agreement dated the 1st day of November 1997 by
          and between Latitude Licensing Corp. and I.C. Isaacs & Company L.P. (a
          copy of which was filed as Exhibit  10.119 to the September 2003 10-Q,
          and is hereby incorporated herein by this reference).

10.27     Amendment  dated  October  13,  2004  to  the  Executive   Employment
          Agreement dated December 9, 2003 by and Between I.C. Isaacs & Company,
          L.P. and Peter J. Rizzo (a copy of which was filed with the Commission
          as Exhibit 10.120 to the Company's Report on Form 8-K filed on October
          22, 2004 (the "October 22, 2004 Form 8-K"), and is hereby incorporated
          herein by this reference).

                                       24
<PAGE>


10.28     Executive  Employment agreement made as of the 1st day of March 2004,
          by and between  I.C.  Isaacs & Company LP and Jesse de la Rama (a copy
          of which was filed as Exhibit 10.121 to the October 22, 2004 Form 8-K,
          and is hereby incorporated herein by this reference).

10.29     Loan and  Security  Agreement  Dated as of  December  30, 2004 by and
          between  I.C.  Isaacs & Company,  L.P.  and  Wachovia  Bank,  National
          Association  (a copy of which was filed with the Commission as Exhibit
          10.122 to the  Company's  Report on Form 8-K filed on January 6, 2005,
          and is hereby incorporated herein by this reference).

10.30     Amendment No. 7, dated  December 16, 2004,  to the Trademark  License
          and Technical  Assistance Agreement dated the 1st day of November 1997
          by and between Latitude Licensing Corp. and I.C. Isaacs & Company L.P.
          (a copy of which was filed with the  Commission  on March 31,  2005 as
          Exhibit  10.123 to the  Company's  Annual  Report on Form 10-K for the
          year  ended  December  31,  2004  (the  "2004  10-K"),  and is  hereby
          incorporated herein by this reference).

10.31     Amendment No. 9, dated  December 16, 2004,  to the Trademark  License
          and Technical Assistance Agreement for Women's Collections dated March
          4, 1998 by and between  Latitude  Licensing  Corp.  and I.C.  Isaacs &
          Company L.P. (a copy of which was filed as Exhibit  10.124 to the 2004
          10-K, and is hereby incorporated herein by this reference).

10.32     Assignment  of warrant to purchase  300,000  shares of the  Company's
          common  stock  dated  September  28th,  2004  by  Textile   Investment
          International  S.A. to Rockbrook  Investments SA., and consented to on
          April 13,  2005 by the  Company  (a copy of which was filed as Exhibit
          99.01 to the S-2 Amendment,  and is hereby incorporated herein by this
          reference).

10.33     Assignment  of warrant to purchase  200,000  shares of the  Company's
          common  stock  dated  September  28th,  2004  by  Textile   Investment
          International S.A. to Rockbrook  Investments SA. , and consented to on
          April 13,  2005 by the  Company  (a copy of which was filed as Exhibit
          99.02 to the S-2 Amendment,  and is hereby incorporated herein by this
          reference).

10.34     Executive  Employment  Agreement dated December 19, 2005 between I.C.
          Isaacs & Company L.P. and Gregg A. Holst (a copy of which was filed as
          Exhibit  10.34 to the  Company's  Report on Form 8-K filed on December
          29, 2005, and is hereby incorporated herein by this reference).

10.35     Amendment No. 8, dated March 29, 2006,  to the Trademark  License and
          Technical  Assistance  Agreement dated the 1st day of November 1997 by
          and between Latitude Licensing Corp. and I.C. Isaacs & Company L.P. (a
          copy of which was filed as Exhibit 10.35 to the Original  Filing,  and
          is hereby incorporated herein by this reference).

10.36     Amendment No. 10, dated March 29, 2006, to the Trademark  License and
          Technical  Assistance Agreement for Women's Collections dated March 4,
          1998 by and between Latitude Licensing Corp. and I.C. Isaacs & Company
          L.P.  (a copy of which  was  filed as  Exhibit  10.36 to the  Original
          Filing, and is hereby incorporated herein by this reference).

14.01     Code of Ethics for Senior  Financial  Executives (a copy of which was
          filed  as  Exhibit  14.01  to  the  Original  Filing,  and  is  hereby
          incorporated herein by this reference)

14.02     Code of Ethics  and  Business  Conduct  (a copy of which was filed as
          Exhibit  14.02 to the  Original  Filing,  and is  hereby  incorporated
          herein by this reference)

21.01     List of  Subsidiaries  (a copy of which was filed as Exhibit 21.01 to
          the  S-2  Amendment,   and  is  hereby  incorporated  herein  by  this
          reference).

31.01     Certification  Pursuant to Section 302 of the  Sarbanes-Oxley  Act of
          2002

31.02     Certification  Pursuant to Section 302 of the  Sarbanes-Oxley  Act of
          2002

                                       25
<PAGE>


32.01     Certification  Pursuant to Section  1350 of chapter 63 of Title 18 of
          the United States Code





                                       26