Exhibit 14.02

                           I.C. ISAACS & COMPANY, INC.

                       CODE OF ETHICS AND BUSINESS CONDUCT

1.   Introduction and Relationship to Code for Senior Executives
     -----------------------------------------------------------

     This Code of Ethics and  Business  Conduct (the "Code") has been adopted by
our Board of Directors  and applies to all Covered  Persons.  The  provisions of
this Code shall be  applied  simultaneously  with,  and not in  substitution  or
replacement of any of, the provisions of the Company's Code of Ethics for Senior
Financial Executives (the "Code for Senior Executives").

2.   Definition of Terms Used
     ------------------------

          "Business  Associate"  means any  supplier of  services or  materials,
     customer,  consultant,  professional  advisor,  lessor  of space or  goods,
     tenant, licensor, licensee or partner of the Company.

          "Company"  means I.C.  Isaacs & Company,  Inc. and, as the context may
     require, any subsidiary of the Company.

          "Covered  Person" means,  (i) with respect to this Code, each officer,
     director and employee of the Company and any subsidiary of the Company; and
     (ii) with  respect  to the Code for  Senior  Executives,  any  employee  or
     officer of the Company who holds the office of principal executive officer,
     principal financial officer,  principal  accounting  officer,  treasurer or
     controller, or any person performing similar functions.

          "Family  Members" means as to a specific  Covered  Person,  his or her
     Immediate Family Members and any company,  partnership,  limited  liability
     company, trust or other entity that is directly or indirectly controlled by
     that  Covered  Person or by any  Immediate  Family  Member of that  Covered
     Person.

          "Immediate  Family  Member"  includes the spouse (or life partner) and
     children of a Covered  Person and any  relative  (by blood or  marriage) of
     that  Covered  Person  or spouse  (or life  partner)  residing  in the same
     household as such Covered Person.

          "Compliance  Person" shall mean the Chairman of the Audit Committee of
     the Company's Board of Directors.

3.   Transactions with Business Associates
     -------------------------------------

     None of our Covered Persons or their Family Members may profit, directly or
indirectly,  due to his or her position in, or relationship to, a Covered Person
to the detriment,  or at the expense,  of the Company or any Business Associate.
No  Covered  Person  shall  take  for his or her  own  advantage  any  corporate
opportunity for profit, which he or she learns about in his or her position with
the Company.


<PAGE>

     Covered  Persons and their Family  Members are  encouraged to patronize our
Business Associates.  However, no Covered Person or Family Member shall sell to,
or purchase  from,  a Business  Associate  any goods or  services  except in the
ordinary  course of the  Business  Associate's  business.  No Covered  Person or
Family  Member shall borrow money or other  property  from a person known by the
Covered  Person to be a Business  Associate,  unless that Business  Associate is
regularly  engaged in the business of lending money or such other property,  and
the loan and the  terms  thereof  are in the  ordinary  course  of the  Business
Associate's business.

     No Covered Person shall,  directly or indirectly,  make any payment or take
any action with respect to any government  official,  agent or representative of
the United  States,  any State or  jurisdiction  of the United  States or of any
foreign country without the prior consent of the Compliance  Person.  No Covered
Person  shall  make any  payment  or take any  action in  violation  of the U.S.
Foreign Corrupt Practices Act.

4.   Non-Disclosure of Information
     -----------------------------

     No Covered  Person or Family  Member shall  discuss  with, or inform others
about, any actual or contemplated  business  transaction by a Business Associate
or the Company  except in the  performance  of the Covered  Person's  employment
duties or in an official  capacity and then only for the benefit of the Business
Associate or the Company,  as appropriate,  and in no event for personal gain or
for the benefit of any other third party.

     No Covered Person or Family Member shall give any  information to any third
party about any business  transaction of the Company or its Business  Associates
that are  proposed or in process  unless  expressly  authorized  to do so by the
Compliance Person.

5.   Preferential Treatment and Gifts
     --------------------------------

     No  Covered  Person  shall  seek or  accept  for his or her self or for any
Family Member any favors,  preferential  treatment,  special  benefits,  special
documents,  gifts or other  consideration  as a result of such Covered  Person's
association  with a Business  Associate or the  Company,  except those usual and
normal benefits  directly provided by a Business  Associate or the Company.  The
foregoing, however, does not prohibit receipt of gifts of nominal value.

6.   Conflicts of Interest
     ---------------------

     A Covered  Person shall  maintain a high degree of integrity in the conduct
of the Company's business and maintain independent judgment. Each Covered Person
must avoid any activity or personal interest that creates, or appears to create,
a conflict  between his or her  interests  and the  interests of the Company.  A
conflict of interest  arises any time such a person has a duty or interest  that
may conflict,  directly or indirectly, with the proper and impartial fulfillment
of  such  person's  duties,  responsibilities  or  obligations  to the  Company.
Conflicts of interest include, by way of example, a person:

     o    making an investment that may affect his or her business  decisions on
          behalf of the Company;


<PAGE>


     o    owning a meaningful  financial  interest in, or being  employed by, an
          organization that competes with the Company;

     o    owning a meaningful  financial  interest in, or being  employed by, an
          organization that does, or seeks to do, business with the Company;

     o    making a material  decision on a matter on behalf of the Company where
          such person's  self-interests may reasonably call the  appropriateness
          of the decision into question;

     o    being employed by or accepting  compensation  from any other person or
          entity  as a result  of  business  activity  or  prospective  business
          activity affecting the Company.

     Any officer, director or employee who becomes aware of any Covered Person's
actual or potential interest (including one's own) that is, or may be viewed as,
in conflict  with that of the Company or a Business  Associate  should  promptly
present  all  information  known to such  person  regarding  the  nature  of the
possible  conflict  to the  Compliance  Person or, if timely  disclosure  to the
Compliance Person is impracticable,  to the Company's outside corporate counsel,
for  appropriate  consideration.  The Covered  Person shall refrain from further
action until the actual or potential  conflict has been  consented to in writing
by the Audit Committee.

     No Covered Person or Family Member shall  personally  benefit,  directly or
indirectly, from any Company purchase or sale, or derive any other personal gain
from any other  Company  activity,  except when the  transaction  has been fully
disclosed to and approved in writing by the Audit Committee.

     No  Covered  Person or Family  Member  shall have any  meaningful  personal
business or financial  interest in any Business  Associate or  competitor of the
Company,  without  proper consent in writing by the Audit  Committee.  For these
purposes,  holding 5% or less of the outstanding  equity interests of a Business
Associate or competitor  whose equity interests are publicly traded shall not be
deemed "meaningful."

     No Covered  Person shall hold any position  with  (including as a member of
the board of  directors  or other  governing  body) or  perform  services  for a
Business  Associate or a competitor  of the Company,  without  prior  consent in
writing by the Audit Committee.

     No Covered Person shall provide any services to other business  enterprises
which reasonably  could be deemed to adversely affect the proper  performance of
his or her work for the Company or which might  jeopardize  the interests of the
Company,  including  serving as a director,  officer,  consultant  or advisor of
another business,  without prior consent in writing by the Audit Committee under
this Code.

     No Covered  Person shall direct,  or seek to direct,  any Company  business
with any business  enterprise  in which the Covered  Person or his or her Family
Member has a meaningful  ownership position or serves in a leadership  capacity,
without proper consent in writing by the Audit Committee under this Code.


<PAGE>


     The provisions of this Section 6 of the Code shall not be applicable to any
of the  payment  and/or  performance  obligations  imposed  upon  I.C.  Isaacs &
Company, LP (the "LP") pursuant to any license agreement,  or amendment thereto,
between  Latitude  Licensing  Corp.  and the LP,  or any  agreement  or  payment
obligation owed by the LP to Textile  Investment  International,  SA ("Textile")
with regard to that certain amended and restated subordinated secured promissory
note dated as of December 30, 2004 made by the LP and issued to Textile,  as the
same may be further amended and/or restated.

7.   Personal Securities Transactions
     --------------------------------

     Using non-public  information about the Company to trade in its securities,
or providing a Family  Member,  friend or any other  person with any  non-public
information  about the Company  may be  determined  to be an illegal  "tip." All
non-public  information  concerning  the  Company  should be  considered  inside
information  and should never be used for personal  gain or to provide  personal
gain to  others.  Compliance  with the  policy  set  forth in this  Section 7 by
Covered Persons and their Family Members is an integral part of this Code.

8.   Guarding Corporate Assets
     -------------------------

     Covered  Persons have a duty to safeguard  Company  assets,  including  its
physical  premises and  equipment,  records,  customer  information  and Company
trademarks,  trade secrets and other intellectual property. Company assets shall
be used for Company business only.  Without specific  authorization,  no Covered
Person or Family  Member  may take,  loan,  sell,  damage or  dispose of Company
property or use, or allow others to use,  Company  property for any  non-Company
purposes.

9.   Dealing Fairly with Investors, Business Associates and Others
     -------------------------------------------------------------

     The  Company  has  a   responsibility   to  communicate   effectively  with
stockholders  so that they are provided with full and accurate  information,  in
all material respects,  about the Company's  financial  condition and results of
operations.  All reports and documents filed by the Company with or submitted by
it  to  the   Securities   and  Exchange   Commission,   and  all  other  public
communications  made by the Company shall include full, fair,  accurate,  timely
and understandable disclosure.

     Covered  Persons  must  ensure  that all Company  documents  are  completed
accurately, truthfully, in a timely manner and properly authorized.

     Financial  activities and transactions  must be recorded in compliance with
all  applicable  laws  and  accounting  practices  and in  accordance  with  the
generally accepted accounting  principles  designated by the Company. The making
of false or misleading entries, records or documentation is strictly prohibited.

     Covered  Persons may never  create a false or  misleading  report under the
Company's name. In addition,  no payments or established  accounts shall be used
for any purpose other than as described by their  supporting  documentation.  No
undisclosed funds or assets may be established.


<PAGE>


     No  Covered  Person  may take any  action to  defraud,  influence,  coerce,
manipulate or mislead any other Covered Person or any outside  auditor or lawyer
for the Company for the purpose of  rendering  the books,  records or  financial
statements of the Company incorrect or misleading.

     Errors,  or possible  errors or  misstatements  in the Company's  books and
records must be brought to the attention of the Compliance  Person promptly upon
discovery  thereof.  The  Compliance  Person  shall  promptly  inform  the Chief
Financial Officer of any such error or misstatement.

     All Covered  Persons are  expected to  cooperate  fully with the  Company's
financial  reporting staff and outside auditors.  No Covered Person shall impede
or interfere with the financial statement audit process.

10.  Compliance with Law
     -------------------

     All Covered Persons shall comply with applicable  governmental  laws, rules
and  regulations.  Any Covered Person who becomes aware of a potential breach by
another Covered Person of such laws, rules or regulations shall bring the matter
to the attention of the Board of Directors of the Company immediately.

11.  Document Retention
     ------------------

     The Company seeks to comply fully with all laws and regulations relating to
the  retention and  preservation  of records.  All Covered  Persons shall comply
fully with the Company's  policies  regarding the retention and  preservation of
records.  Under no circumstances may Company records be destroyed selectively or
maintained outside Company premises or designated storage facilities.

     If the  existence  of a  subpoena  or  impending  government  investigation
becomes  known to a  Covered  Person,  he or she must  immediately  contact  the
Compliance  Person.  Covered  Persons must retain all records and documents that
may be  responsive to a subpoena or pertain to an  investigation.  Any questions
regarding  whether a record or document  pertains to an  investigation or may be
responsive to a subpoena should be resolved by the Compliance  Person before any
disposition  of the record or document is made.  Covered  Persons shall strictly
adhere to the  directions of the  Compliance  Person in handling such records or
documents.

12.  Implementation of the Code
     --------------------------

     While each Covered Person is  individually  responsible for compliance with
this Code and,  to the extent  applicable  to such  person,  the Code for Senior
Executives,  he or she does not do so in a vacuum. The Company has the following
resources,  people and processes in place to answer  questions and guide Covered
Persons through difficult decisions.

          Compliance Person Responsibility.  The Chairman of the Audit Committee
     of the Board of Directors has been designated the "Compliance  Person." The
     Compliance   Person  is  responsible  for  overseeing,   interpreting   and
     monitoring  compliance  with this Code and the Code for Senior  Executives.
     The  Compliance  Person shall report  periodically  to the Audit  Committee


<PAGE>


     regarding all aspects of administering and enforcing this Code and the Code
     for Senior Executives.

          Reporting  Violations.  If a Covered  Person  knows of or  suspects  a
     violation of applicable law or regulations,  this Code, the Code for Senior
     Executives  or any of the Company's  other  policies,  e.g.,  the Company's
     Audit Committee  Procedures  Regarding Complaints on Accounting Matters, he
     or she must immediately  report that information to the Compliance  Person.
     No Covered  Person who reports any actual or suspected  violations  in good
     faith will be subject to any retaliation whatsoever.

          The Compliance  Person is: Mr. Neal J. Fox. He may be contacted in any
     of the following manners:

          o    in writing by mail  addressed  to Mr. Fox at 33 East 70th Street,
               New York, New York 10021;

          o    in writing by e-mail addressed to Mr. Fox at nealjfox@aol.com; or

          o    orally by telephoning Mr. Fox at 212-288-1180.

          Investigations  of Violations.  Reported  violations  will be promptly
     investigated  and  treated  confidentially  to the extent  possible.  It is
     imperative   that  the  person   reporting  the  violation  not  conduct  a
     preliminary  investigation  of his or her own.  Investigations  of  alleged
     violations may involve  complex legal issues.  Persons who act on their own
     may compromise the integrity of an investigation  and adversely affect both
     themselves and the Company.

13.  Enforcement
     -----------

     The  Compliance  Person will take such  action he or she deems  appropriate
with  respect  to any  Covered  Person  who  violates,  or whose  Family  Member
violates,  any provision of this Code, the Code for Senior  Executives or any of
the  Company's  other  policies,  and will  inform  the Audit  Committee  of all
material  violations.  Any  alleged  violation  of this Code  will be  presented
promptly to the Audit  Committee  for its  consideration  and such action as the
Audit Committee, in its sole judgment, shall deem warranted.

     The Compliance  Person will keep records of all reports  created under this
Code  and of all  action  taken  under  this  Code.  All  such  records  will be
maintained in such manner and for such periods as are required under  applicable
federal and state law, as well as the Company's document retention policy.

14.  Interpretation
     --------------

     This Code is not an  employment  contract  nor is it  intended to be an all
inclusive  policy  statement on the part of the Company.  The Board of Directors
Company reserves the right to provide the final  interpretation  of the policies
it contains and to revise those policies as deemed necessary or appropriate.


<PAGE>


15.  Waivers and Amendments
     ----------------------

     Any  waivers of the  provisions  in this Code as it  applies  to  executive
officers or directors,  and the Code for Senior Executives,  may only be granted
by the  Audit  Committee  and  will  be  promptly  disclosed  to  the  Company's
shareholders.  Any waivers of this Code,  as it applies to other  employees  may
only be granted by the Chief Executive Officer.  Amendments to this Code must be
approved by the Board of Directors.  Any amendment to this Code will be publicly
disclosed to the Company's shareholders.

                                   **********

     I acknowledge  that I have read this Code of Ethics and Business Conduct (a
copy of  which  has been  supplied  to me and  which I will  retain  for  future
reference)  and agree to comply in all  respects  with the terms and  provisions
hereof I also  acknowledge  that this Code of Ethics and Business Conduct may be
modified  or  supplemented  from time to time,  and I agree to comply with those
modifications and supplements, as well.


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                                                        Print Name


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                                                        Signature
Date:
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