<PAGE>





                 SECURITIES AND EXCHANGE COMMISSION

                       Washington, D.C. 20549

                              Form 10-Q

     (X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                   SECURITIES EXCHANGE ACT OF 1934

          For the quarterly period ended September 30, 1999


   (  )  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                   SECURITIES EXCHANGE ACT OF 1934

                   Commission File Number  1-13082

                   KENNETH COLE PRODUCTIONS, INC.
        (Exact name of registrant as specified in its charter)

                New York                           13-3131650
   (State or other jurisdiction of                (I.R.S. Employer
    incorporation or organization)                Identification Number)

     152 West 57th Street, New York, NY                  10019
   (Address of principal executive offices)            (Zip Code)

  Registrant's telephone number, including area code (212) 265-1500

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.  Yes (X)   No (  )

Indicate  the  number  of shares of each of the issuer's  classes  of
common stock, as of the latest practicable date:

                 Class                               November 10, 1999

     Class A Common Stock ( $.01 par value)             8,226,222
     Class B Common Stock ( $.01 par value)             5,785,398




<PAGE>
                   Kenneth Cole Productions, Inc.
                         Index to Form 10-Q


Part I.    FINANCIAL INFORMATION

Item 1. Financial Statements (Unaudited)

     Condensed Consolidated Balance Sheets as of September 30,  1999 and
     December 31, 1998 ....................................................   3

     Condensed Consolidated Statements of Income for the three and nine month
     periods ended September 30, 1999 and 1998 ............................   5

     Condensed Consolidated Statement of Changes in Shareholders'Equity for the
     nine month period ended September 30, 1999.............................  6

     Condensed Consolidated Statements of Cash Flows for the nine month periods
     ended September 30, 1999 and 1998......................................  7

     Notes to Condensed Consolidated Financial Statements...................  8

Item 2.Management's Discussion and Analysis of Financial Condition
     and Results of Operations..............................................  12

Item 3. Quantitative and Qualitative Disclosure about Market Risk...........  17

Part II.  OTHER INFORMATION

Item 1.Legal Proceedings....................................................  18

Item 2.Changes in Securities and Use of Proceeds...........................   18

Item 3.Defaults Upon Senior Securities.....................................   18

Item 4.Submission of Matters to a Vote of Security Holders.................   18

Item 5.Other Information...................................................   18

Item 6.Exhibits and Reports on Form 8-K....................................   18

Signatures.................................................................   19

<PAGE>
           Kenneth Cole Productions, Inc. and Subsidiaries
<TABLE>
                Condensed Consolidated Balance Sheets


Part I. Financial Information
Item 1.  Financial Statements
<CAPTION>
                                                 September 30,   December 31,
                                                      1999           1998
                                                  (Unaudited)
<S>                                            <C>              <C>
Assets
Current assets:
Cash                                            $ 36,616,000     $ 13,824,000
Due from factor                                   40,965,000       19,552,000
Accounts receivable, net                           5,575,000        4,874,000
Inventories                                       39,160,000       32,957,000
Prepaid expenses and other current assets            782,000        1,735,000
Deferred income taxes                                718,000          718,000
                                                ------------     ------------
Total current assets                             123,816,000       73,660,000

Property and equipment - at cost, less            18,759,000       16,171,000
accumulated depreciation

Other assets:
Deposits and deferred income taxes                2,466,000         3,106,000
Deferred compensation plan assets                 5,682,000         3,743,000
                                               ------------      ------------
Total other assets                                8,148,000         6,849,000
                                               ------------      ------------
Total assets                                   $150,723,000      $ 96,680,000
                                               ============      ============
</TABLE>
     See accompanying notes to condensed consolidated financial statements.
<PAGE>
<TABLE>
           Kenneth Cole Productions, Inc. and Subsidiaries

          Condensed Consolidated Balance Sheets (continued)
<CAPTION>
                                                 September 30,    December 31,
                                                    1999             1998
                                                 (Unaudited)
<S>                                            <C>              <C>
Liabilities and shareholders' equity
Current liabilities:
Accounts payable                                $ 16,388,000     $ 10,644,000
Accrued expenses and other current liabilities     7,524,000        4,634,000
Income taxes payable                               1,634,000        1,738,000
                                                ------------     ------------
Total current liabilities                         25,546,000       17,016,000

Deferred compensation                              5,682,000        3,743,000
Other                                              3,227,000        2,232,000

Commitments and contingencies

Shareholders' equity:
Preferred stock, par value $1.00, 1,000,000
 shares authorized, none outstanding
Class A common stock, par value $.01,
 20,000,000 shares authorized, 8,679,405
 and 7,609,697 issued in 1999 and 1998                87,000           76,000
Class B common stock, par value $.01,
 6,000,000 shares authorized, 5,785,398
 outstanding in 1999 and 1998                         58,000           58,000
Additional paid-in capital                        52,530,000       22,284,000
Accumulated other comprehensive income               199,000           74,000
Retained earnings                                 72,533,000       56,165,000
                                                ------------     ------------
                                                 125,407,000       78,657,000

Class A Common Stock in treasury, at cost,
 477,500 and 350,000 shares in 1999 and 1998      (9,139,000)      (4,968,000)
                                                ------------     ------------
Total shareholders' equity                       116,268,000       73,689,000
                                                ------------     ------------
Total liabilities and shareholders' equity      $150,723,000     $ 96,680,000
                                                ============     ============
</TABLE>
     See accompanying notes to condensed consolidated financial statements.
<PAGE>
<TABLE>
               Kenneth Cole Productions, Inc. and Subsidiaries

                Condensed Consolidated Statements of Income
                               (Unaudited)

<CAPTION>
                           Three Months Ended             Nine Months Ended
                             September 30,                  September 30,
                           1999          1998             1999         1998
<S>                  <C>           <C>             <C>           <C>
Net sales             $ 81,327,000  $ 62,010,000    $207,129,000  $162,370,000
Licensing revenue        4,226,000     2,294,000       9,784,000     5,741,000
                      ------------  ------------    ------------  ------------
Net revenue             85,553,000    64,304,000     216,913,000   168,111,000
Cost of goods sold      46,294,000    36,512,000     119,538,000    95,569,000
                      ------------  ------------    ------------  ------------
Gross profit            39,259,000    27,792,000      97,375,000    72,542,000

Selling, general and
administrative expenses 26,026,000    18,415,000      70,445,000    52,498,000
                      ------------  ------------    ------------  ------------
Operating income        13,233,000     9,377,000      26,930,000    20,044,000

Interest income, net      (325,000)      (96,000)       (580,000)     (328,000)
                      ------------  ------------    ------------  ------------
Income before provision
for income taxes        13,558,000     9,473,000      27,510,000    20,372,000

Provision for
income taxes             5,491,000     3,742,000      11,142,000     8,047,000
                      ------------  ------------    ------------  ------------
Net income            $  8,067,000  $  5,731,000    $ 16,368,000  $ 12,325,000
                      ============  ============    ============  ============

Earnings per share:
     Basic            $        .60  $        .43    $       1.24  $        .93
     Diluted          $        .57  $        .42    $       1.18  $        .90

Shares used to compute
 earnings per share:
     Basic              13,459,000    13,268,000      13,203,000    13,281,000
     Diluted            14,140,000    13,633,000      13,848,000    13,742,000
</TABLE>
     See accompanying notes to condensed consolidated financial statements.

<PAGE>
<TABLE>
            Kenneth Cole Productions, Inc. and Subsidiaries
         Consolidated Statement of Changes in Shareholders' Equity
                             (Unaudited)
<CAPTION>
                               Class A             Class B
                            Common Stock         Common Stock        Additional
                           Number               Number                 Paid-in
                          of shares   Amount   of shares   Amount      Capital
<S>                      <C>        <C>       <C>        <C>       <C>
Shareholders'equity
 January 1, 1999          7,609,697  $ 76,000  5,785,398  $ 58,000  $22,284,000

Net income

Foreign currency
 Translation
 adjustments

Comprehensive income

Exercise of stock options,
 including tax benefit       69,708     1,000                         1,256,000

Purchase of 127,500 shares
 of Class A Common Stock

Issuance of 1,000,000 shares
 of Class A Common Stock  1,000,000    10,000                        28,990,000
                          -----------------------------------------------------
Shareholders'equity
 September 30, 1999       8,679,405  $ 87,000  5,785,398  $ 58,000  $52,530,000
                          =====================================================
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                    Accumulated
                       Other                     Treasury Stock
                  Comprenhensive  Retained     Number
                      Income      Earnings    of shares  Amount     Total
<S>                 <C>        <C>         <C>       <C>          <C>
Shareholders' equity
 January 1, 1999     $ 74,000   $56,165,000 (350,000) $(4,968,000) $ 73,689,000

Net income                       16,368,000                          16,368,000

Foreign currency
 Translation
 adjustments          125,000                                           125,000
                                                                   ------------
Comprehensive income                                                 16,493,000

Exercise of stock options,
 including tax benefit                                                1,257,000

Purchase of 127,500 shares
 of Class A Common Stock                    (127,500)  (4,171,000)   (4,171,000)

Issuance of 1,000,000 shares
 of Class A Common Stock                                             29,000,000
                     ----------------------------------------------------------
Shareholders' equity
 September 30,1999   $199,000   $72,533,000 (477,500) $(9,139,000) $116,268,000
                     ==========================================================
</TABLE>
     See accompanying notes to condensed consolidated financial statements.
<PAGE>
<TABLE>
                Kenneth Cole Productions, Inc. and Subsidiaries
                     Consolidated Statements of Cash Flows
                                (Unaudited)
<CAPTION>
                                                         Nine Months Ended
                                                           September 30,
                                                         1999         1998
<S>                                               <C>            <C>
Cash flows from operating activities:
Net income                                         $ 16,368,000   $ 12,325,000
Adjustments to reconcile net income to net cash
 Provided by (used in) operating activities:
  Depreciation and amortization                       2,548,000      2,171,000
  Unrealized gain on deferred compensation             (305,000)       (27,000)
  Provision for bad debts                               905,000        100,000
  Changes in assets and liabilities:
  Increase in due from factors                      (21,413,000)    (6,210,000)
  Increase in accounts receivable                    (1,606,000)    (1,211,000)
  Increase in inventories                            (6,203,000)   (13,034,000)
  Decrease in prepaid expenses & other
   current assets                                       953,000        421,000
  Increase in other assets                             (868,000)      (893,000)
  Increase in accounts payable                        5,744,000      2,346,000
  Increase in income taxes payable                      319,000      1,893,000
  Increase in accrued expenses and other
   current liabilities                                2,880,000         30,000
  Increase in other non-current liabilities           3,070,000      1,246,000
                                                   ------------   ------------
Net cash provided by (used in) operating activities   2,392,000       (843,000)

Cash flows from investing activities:
Acquisition of property and equipment, net           (5,262,000)    (4,162,000)
                                                   ------------   ------------
Net cash used in investing activities                (5,262,000)    (4,162,000)

Cash flows from financing activities:
Proceeds from revolving line of credit, net                            998,000
Proceeds from exercise of stock options                 834,000      1,500,000
Proceeds from issuance of stock                      29,000,000
Purchase of treasury stock                           (4,171,000)    (4,968,000)
Principal payments on capital lease obligations        (126,000)
                                                   ------------   ------------
Net cash provided by (used in) financing activities  25,537,000     (2,470,000)

Effect of exchange rate changes on cash                 125,000        (14,000)
                                                   ------------   ------------
Net increase (decrease) in cash                      22,792,000     (7,489,000)
Cash, beginning of period                            13,824,000      8,803,000
                                                   ------------   ------------
Cash, end of period                                $ 36,616,000   $  1,314,000
                                                   ============   ============
Supplemental disclosures of cash flow information
Cash paid during the period for:
   Interest                                        $     22,000   $     23,000
   Income taxes                                    $ 10,821,000   $  6,154,000
</TABLE>

      See accompanying notes to condensed consolidated financial statements.
<PAGE>
           Kenneth Cole Productions, Inc. and Subsidiaries
        Notes to Condensed Consolidated Financial Statements
                             (Unaudited)

1.  Basis of Presentation

     The  accompanying  unaudited consolidated  financial  statements
have  been prepared by Kenneth Cole Productions, Inc. (the "Company")
in  accordance  with  generally accepted  accounting  principles  for
interim financial information.  Accordingly, they do not include  all
of  the  information  and footnotes required  by  generally  accepted
accounting  principles  for complete financial  statements.   Certain
items contained in these financial statements are based on estimates.
In  the  opinion of management, the accompanying unaudited  financial
statements  reflect all adjustments, consisting of  only  normal  and
recurring  adjustments,  necessary for a  fair  presentation  of  the
financial position and results of operations and cash flows  for  the
periods  presented.  All significant intercompany  transactions  have
been eliminated.

     Operating results for the nine months ended September  30,  1999
are  not  necessarily indicative of the results that may be  expected
for  the  year  ended  December 31, 1999.  These unaudited  financial
statements   should  be  read  in  conjunction  with  the   financial
statements and footnotes included in the Company's annual  report  on
Form 10-K for the year ended December 31, 1998.

     The  consolidated  balance  sheet  at  December  31,  1998,   as
presented,  was derived from the audited financial statements  as  of
December 31, 1998 included in the Company's Form 10-K.


2.  Comprehensive Income

     Comprehensive income amounted to $16,493,000 and $12,311,000 for
the   nine   month  periods  ended  September  30,  1999  and   1998,
respectively.  Comprehensive income for the three month periods ended
September  30,  1999 and 1998 amounted to $8,063,000 and  $5,743,000,
respectively.


3.  Derivative Instruments and Hedging Activities

     In  June  1998, the Financial Accounting Standards Board  issued
Statement of Financial Accounting Standards No. 133, "Accounting  for
Derivative Instruments and for Hedging Activities" ("SFAS 133") which
the  Company  expects  to adopt on January 1, 2001.   This  Statement
requires all derivatives to be recorded in the balance sheet at  fair
value and establishes special accounting for three different types of
hedges.   The Company, based on its current hedging activities,  does
not  expect the adoption of SFAS 133 to have a material effect on the
earnings and financial position of the Company.
<PAGE>
           Kenneth Cole Productions, Inc. and Subsidiaries
        Notes to Condensed Consolidated Financial Statements
                             (Unaudited)
4.  Segment Information
The Company has three reportable segments: Wholesale, Consumer Direct
and  Licensing.  The Company's reportable segments are business units
that  offer  different  products and  services  or  similar  products
through different channels of distribution. The wholesale segment  is
comprised of design, sourcing and marketing a broad range of  quality
footwear and handbags for wholesale distribution. The consumer direct
segment  reflects  the  operations of all businesses  doing  business
directly  with retail consumers, including the Company's  full  price
retail  stores, outlet stores, catalog and e-commerce.  The licensing
segment  consists  of  the  operations  of  licensing  the  Company's
trademarks  for  specific products in specified  geographic  regions.
The Company evaluates segment performance and allocates resources  to
segments  based on segment income before taxes.  Intercompany  profit
on  intersegment  sales  between wholesale  and  Consumer  Direct  is
eliminated in consolidation.
<TABLE>
  Financial  information of the Company's reportable segments  is  as
follows (in thousands):
<CAPTION>
                                                Three Months Ended
                                                September 30, 1999
                                                Consumer
                                   Wholesale     Direct    Licensing   Totals
<S>                                <C>          <C>         <C>      <C>
Revenues from external customers     56,056      25,280      4,217     85,553
Intersegment revenues                 7,361                             7,361
Segment income before provision
   for Income taxes                   9,716       3,787      3,586     17,089
Segment assets                      117,593      32,880      2,293    152,766

<CAPTION>
                                                Nine Months Ended
                                                September 30, 1999
                                                Consumer
                                   Wholesale     Direct    Licensing   Totals
<S>                                <C>          <C>         <C>      <C>
Revenues from external customers    137,809      69,344      9,760    216,913
Intersegment revenues                18,016                            18,016
Segment income before provision
   for Income taxes                  18,351      10,102      8,168     36,621
Segment assets
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                             Three Months Ended
                                            September  30, 1998
                                                Consumer
                                   Wholesale     Direct    Licensing   Totals
<S>                               <C>          <C>         <C>       <C>
Revenues from external customers    46,955      15,055      2,294      64,304
Intersegment revenues                5,143                              5,143
Segment income before provision
 for Income taxes                    8,315         987      2,178      11,480
Segment assets                      67,581      25,632      1,445      94,658

<CAPTION>
                                              Nine Months Ended
                                             September 30, 1999
                                                Consumer
                                   Wholesale     Direct    Licensing   Totals
<S>                               <C>          <C>         <C>      <C>
Revenues from external customers   119,105      43,265      5,741     168,111
Intersegment revenues               14,977                             14,977
Segment income before provision
 for Income taxes                   19,105       2,383      4,846      26,334
Segment assets

</TABLE)
<PAGE>


           Kenneth Cole Productions, Inc. and Subsidiaries
        Notes to Condensed Consolidated Financial Statements
                             (Unaudited)


</TABLE>
<TABLE>
The  reconciliation  of  the Company's reportable  segment  revenues,
profit and loss, and assets are as follows (in thousands):


<CAPTION>
                             Three Months Ended          Nine Months Ended
                         September 30, September 30, September 30, September 30,
                             1999          1998          1999          1998
<S>                     <C>           <C>          <C>            <C>
Revenues
Revenues for external
 customers               $   85,553    $   64,304    $  216,913    $  168,111
Intersegment revenues         7,361         5,143        18,016        14,977
Elimination of intersegment
 revenues                    (7,361)       (5,143)      (18,016)      (14,977)
                         ----------    ----------    ----------    ----------
Total consolidated
 revenues                $   85,553    $   64,304    $  216,913    $  168,111
                         ==========    ==========    ==========    ==========
Income
Total profit for
 reportable segments     $   17,089    $   11,480    $   36,621    $   26,334
Elimination of intersegment
 profit and unallocated
 corporate overhead          (3,531)       (2,007)       (9,111)       (5,962)
                         ----------    ----------    ----------    ----------
Total income before
 income taxes            $   13,558    $    9,473    $   27,510    $   20,372
                         ==========    ==========    ==========    ==========
Assets
Total  assets for
 reportable segments        152,766        94,658
Elimination of inventory
profit in consolidation      (2,043)       (1,387)
                         ----------    ----------
Total consolidated assets$  150,723    $   93,271
                         ==========    ==========
</TABLE>
<PAGE>
         Kenneth Cole Productions, Inc. and Subsidiaries
      Notes to Condensed Consolidated Financial Statements
                           (Unaudited)



5.  Shareholders' Equity

     On July 20, 1999, the Company and Liz Claiborne entered into
a multi-brand initiative to launch Kenneth Cole Productions, Inc.
into  the  women's  apparel market under an exclusive  womenswear
license agreement. Simultaneously therewith, Liz Claiborne agreed
to  purchase one million shares of Kenneth Cole Productions, Inc.
Class  A  Common Stock, par value $.01 per share, at a  price  of
$29.00 per share.  The shares were issued on August 23, 1999.

      In  August  1999,  the Board of Directors  of  the  Company
authorized management to repurchase, from time to time, up to one
million shares of the Company's Class A Common Stock.
<PAGE>
Item 2.             MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                    FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Results of Operations

     The  following  table  sets forth  the  Company's  condensed
consolidated statements of income in thousands of dollars and  as
a  percentage of net revenue for the three and nine months  ended
September 30, 1999 and September 30, 1998.
<TABLE>
<CAPTION>
                     Three Months Ended                Nine Months Ended
                        September 30,                    September 30,
                    1999           1998              1999           1998
<S>          <C>     <C>     <C>     <C>      <C>      <C>     <C>      <C>
Net sales     $81,327  95.1%  $62,010  96.4%   $207,129  95.5%  $162,370  96.6%
Licensing
 revenue        4,226   4.9     2,294   3.6       9,784   4.5      5,741   3.4
Net revenue    85,553 100.0    64,304 100.0     216,913 100.0    168,111 100.0
Gross profit   39,259  45.9    27,792  43.2      97,375  44.9     72,542  43.1
Selling, general
 & administrative
 expenses      26,026  30.4    18,415  28.6      70,445  32.5     52,498  31.2
Operating
 income        13,233  15.5     9,377  14.6      26,930  12.4     20,044  11.9
Interest
 income, net     (325)  (.3)      (96)  (.1)       (580)  (.3)      (328)  (.2)
Income before
 income taxes  13,558  15.8     9,473  14.7      27,510  12.7     20,372  12.1
Income tax
 expense        5,491   6.4     3,742   5.8      11,142   5.1      8,047   4.8
Net income      8,067   9.4     5,731   8.9      16,368   7.6     12,325   7.3
</TABLE>

Three  Months  Ended September 30,1999 Compared to  Three  Months
Ended September 30,1998

     Consolidated  net revenues increased 33.1% to $85.6  million
for  the three months ended September 30, 1999 compared to  $64.3
million for the three months ended September 30, 1998.

     Wholesale net sales (including sales to its Consumer  Direct
business segment) increased $11.3 million or 21.7% for the  three
months  ended  September  30, 1999 to $63.4  million  from  $52.1
million  for  the three months ended September  30,  1998.   This
increase  is  primarily attributable to the further  increase  in
sales  of men's footwear and renewed momentum in women's footwear
as  evidenced  by  increased sales in all three women's  footwear
brands,  Kenneth  Cole  New  York,  Reaction  Kenneth  Cole   and
Unlisted.com.

     Net sales in the Company's Consumer Direct segment increased
$10.2  million  or  67.9% to $25.3 million for the  three  months
ended  September 30, 1999 compared to $15.1 million for the three
months ended September 30, 1998.  The improvement in net sales is
due  to  the  increase in number of stores as well as  comparable
stores sales increases of 27.7%.  Retail stores opened subsequent
to  September  30,  1998 contributed $7.0 million  of  net  sales
during  the  three-month period ended September  30,  1999.   The
Company believes that its retail stores seamlessly showcase  both
Company   and  licensee  products  and  that  this  comprehensive
presentation reinforces the Kenneth Cole lifestyle brand, thereby
increasing consumer demand and awareness.
<PAGE>

     Licensing  revenue increased 84.2% to $4.2 million  for  the
three  months ended September 30, 1999 from $2.3 million for  the
three  months  ended September 30, 1998. This increase  primarily
reflects the incremental revenues associated with increased sales
of  existing licensed products. Licensing revenue increased as  a
percentage  of  net revenues to 4.9% for the three  months  ended
September  30, 1999 compared to 3.6% for the three  months  ended
September 30, 1998.

     Consolidated  gross profit as a percentage  of  net  revenue
increased to 45.9% for the three months ended September 30,  1999
from 43.2% for the comparable period last year. This increase  is
primarily  due  to higher gross profit percentages  in  wholesale
resulting  from  better  performing  women's  footwear,  and  the
increased  proportion  of revenue from the  Consumer  Direct  and
Licensing  segments, each of which produces substantially  higher
margins  than  the Company's wholesale gross profit  percentages.
Net  revenues from the Consumer Direct segment were 29.5% of  net
consolidated  revenue for the three months ended  Sept  30,  1999
compared to 23.4% for the three months ended September 30, 1998.

     Selling,  general  and  administrative  expenses,  including
shipping  and warehousing, increased 41.3% to $26.0  million  (or
30.4%  of  net revenue) for the three months ended September  30,
1999  from $18.4 million (or 28.6% of net revenue) for the  three
months ended September 30, 1998.  The increase as a percentage of
net  revenue continues to be the result of the increase in retail
and  outlet  stores,  which carry a higher  expense  level  as  a
percentage  of  sales  than that of the  wholesale  segment.   In
addition, the Company increased its expenditures on technology to
implement  new  financial and wholesale distribution  systems  as
well  as   to initiate significant enhancements to its e-commerce
site.

      Interest income increased to $325,000 from $96,000  in  the
comparable  prior  year period.  The increase is  the  result  of
higher  average  cash  balances, primarily due  to  the  proceeds
received from the Company selling 1,000,000 shares of its Class A
Common Stock to Liz Claiborne.

      The Company's effective tax rate has increased to 40.5% for
the three month period ended September 30, 1999 from 39.5% in the
corresponding  period  last year.  The increase  is  due  to  the
relative level of earnings in the various state and local  taxing
jurisdictions to which the Company's earnings are subject.

     As  a  result  of the foregoing, operating income  increased
41.1%  for  the  three months ended September 30, 1999  to  $13.2
million  (15.5% of net revenue) from $9.4 million (14.6%  of  net
revenue) for the three months ended September 30, 1998.

Nine months Ended September 30, 1999 Compared to Nine Months
Ended September 30, 1998

      Consolidated net revenue increased 29.0% to $216.9  million
for  the nine months ended September 30, 1999 compared to  $168.1
million  for  the  nine  months ended September  30,  1998.  This
increase  is  primarily due to volume increases in  each  of  the
Company's  operating  segments: Wholesale,  Consumer  Direct  and
Licensing.

      Wholesale net sales (including sales to its Consumer Direct
business  segment) increased $21.7 million or 16.2% for the  nine
months  ended  September 30, 1999 to $155.8 million  from  $134.1
million  for  the  nine  months ended September  30,  1998.  This
increase  is  primarily attributable to an increase in  sales  of
men's  footwear, including the recently introduced Unlisted  mens
product  lines,  Kenneth  Cole  Reaction  women's  footwear   and
handbags. The overall increase is due to increased sales  by  new
and  existing  customers  due  to a  continued  growing  consumer
acceptance of Kenneth Cole New York as a premier lifestyle brand.

     Net sales in the Company's Consumer Direct segment increased
$26.1 million or 60.2% to $69.3 million for the nine months ended
September 30, 1999 compared to $43.2 million for the nine  months
ended September 30, 1998. The improvement in net sales is due  to
the  increase in the number of stores as well as comparable store
sales  increases  of  21.6%. Retail stores opened  subsequent  to
September 30, 1998 contributed $18.7 million of net sales  during
the nine-month period ended September 30, 1999.

      Licensing revenue increased 70.4% to $9.8 million  for  the
nine  months ended September 30, 1999 from $5.7 million  for  the
nine  months  ended  September 30, 1998. This increase  primarily
reflects the incremental revenues in sales of existing licensees.
Licensing  revenue increased as a percentage of the net  revenues
to  4.5% of the nine months ended September 30, 1999 compared  to
3.4% for the nine months ended September 30, 1998.

      Consolidated  gross profit as a percentage of  net  revenue
increased to 44.9% for the nine months ended September  30,  1999
from 43.1% for the comparable period last year.  This increase is
due  to  the  increased proportion of revenue from  the  Consumer
Direct   and   Licensing  segments,  each   of   which   produces
substantially  higher margins than the Company's wholesale  gross
profit percentages.  Net revenue from the Consumer Direct segment
were  32.0% of net consolidated revenue for the nine months ended
September  30, 1999 compared to 25.7% for the nine  months  ended
September 30, 1998.

     Selling,  general  and  administrative  expenses,  including
shipping  and warehousing, increased 34.2% to $70.4  million  (or
32.5%  of  net  revenue) for the nine months ended September  30,
1999  from  the $52.5 million (or 31.2% of net revenue)  for  the
nine  months ended September 30, 1998. The increase was primarily
attributable  to  the  Company's marketing and  public  relations
expenditures  to  build  the Company's  brands  and  promote  the
Kenneth  Cole  lifestyle image, the expansion  of  the  Company's
Consumer  Direct  segment, and the Company's ongoing  efforts  to
enhance its information systems and web-sites. The increase as  a
percentage of net revenue is due to the growth in the  number  of
the Company's retail and outlet stores, which operate at a higher
cost structure than the wholesale segment.

     The  Company's effective tax rate increased to 40.5% for the
nine  month  period ended September 30, 1999 from  39.5%  in  the
corresponding  period  last year. The  increase  is  due  to  the
relative level of earnings in the various state and local  taxing
jurisdictions to which the Company's earnings are subject.

     As  a  result  of the foregoing, operating income  increased
34.4%  for  the  nine months ended September 30,  1999  to  $26.9
million (12.4% of net revenue) from $20.0 million (11.9%  of  net
revenue) for the nine months ended September 30, 1998.
<PAGE>

Liquidity and Capital Resources

     The  Company uses cash from operations and borrowings  under
its  line of credit as the primary sources of financing  for  its
expansion and seasonal requirements.  Cash requirements vary from
time  to  time  as  a  result of the timing  of  the  receipt  of
merchandise  from  suppliers, the  delivery  by  the  Company  of
merchandise   to  its  customers,  and  the  level  of   accounts
receivable  and  due  from factors balances.   Cash  provided  by
operating  activities was $1.9 million for the nine months  ended
September 30, 1999.  Cash used in operating activities  was  $0.8
million  for  the  nine  months ended September  30,  1998.   The
increase  in  cash  flows  provided by  operating  activities  is
primarily attributable to the timing of payment of trade accounts
payable  and  the increase in net income offset by  increases  in
receivable balances.  At September 30, 1999 and December 31, 1998
working   capital   was   $98.3  million   and   $56.6   million,
respectively.

     The Company currently has a line of credit, which allows for
borrowings and letters of credit up to a maximum of $25.0 million
to  finance working capital requirements.  Open letters of credit
in  the amount of $1.2 million reduced the amount available under
the  line  of  credit  from $25.0 million  to  $23.8  million  at
September 30, 1999.

     Capital expenditures totaled approximately $5.3 million  and
$4.2  million  for the nine months ended September 30,  1999  and
1998,  respectively.  Expenditures  on  furniture,  fixtures  and
leasehold   improvements  for  new  retail  store  openings   and
expansions  were approximately $4.7 million and $3.2 million  for
the  nine months ended September 30, 1999 and September 30, 1998,
respectively.   The  remaining expenditures  were  primarily  for
information systems and equipment for the Company's, distribution
facilities and warehouse.

     The  Company  entered into a 15-year lease, which  over  the
next   five   year   period,  will  provide  the   Company   with
approximately 120,000 square feet of office space, enabling it to
relocate  its corporate headquarters within New York  City.   The
Company   is   currently  evaluating  the   capital   expenditure
requirements associated with this move.

     The  Company  believes that it will be able to  satisfy  its
cash  requirements for the next year, including requirements  for
its  retail expansion, new corporate office space and information
systems  improvements, primarily with cash flow from  operations,
current cash levels and, if necessary, with borrowings under  its
line of credit.

Year 2000

           The  Year  2000  problem  is the  result  of  computer
programs  being  written using two digits  rather  than  four  to
define  the  applicable  year.   Certain  information  technology
systems and their associated software may recognize a date  using
"00"  as  the  year 1900 rather than the year 2000,  which  could
result  in  miscalculations, system failures  or  other  computer
errors.   In addition, like every other business, the Company  is
at risk from Year 2000 failures on the part of its major business
suppliers, distributors, licensees as well as potential  failures
from public and private infrastructure service providers.  System
failures  resulting  from the Year 2000 problem  could  adversely
effect  operations and financial results in all of the  Company's
business segments.

      The Company has been undergoing a comprehensive program  to
ensure  that  its systems will recognize and process transactions
for  the year 2000 and beyond.  The Company believes that it  has
implemented  successfully  the systems  and  programming  changes
necessary  to  address  year  2000 issues  with  respect  to  its
internal  systems.   However, in implementing  the  new  systems,
which went live in August, it resulted in certain disruptions  in
the   Company's   normal  distribution  operations.    Management
believes  that it has adequately addressed the associated  issues
with this implementation.

      Based  upon its efforts to date, the Company believes  that
all  of  its  critical information technology and non-information
technology  will  remain up and running beyond January  1,  2000.
Accordingly,  the  Company  does not  currently  anticipate  that
internal  systems  failures will result in any  material  adverse
effect to its operations or financial condition.   The Company is
addressing  contingency plans in order to minimize the  potential
disruption of business operations that may result if the Company,
its vendors or customers fail to become year 2000 compliant.

     In addition to addressing the Company's internal systems and
equipment,   the   Company  is  communicating  with   significant
suppliers, vendors and other third parties with whom the  Company
has  a significant business relationship with, to determine their
state  of  readiness  with respect to Year 2000.   To  date,  the
Company  is  not aware of any third party with a Year 2000  issue
that would materially impact the Company's results of operations.
However, failure of significant suppliers, vendors or other third
parties  to  timely address and remedy Year 2000 problems  or  to
develop  and  effect appropriate contingency plans could  have  a
material  adverse  effect on the Company's  operations.   Various
fallback  plans  are  being  considered,  including  the  use  of
electronic  spreadsheets and manual work-arounds  (e.g.,  written
purchase  orders  and  bulk  distributions).   In  addition,  the
Company believes that the geographically disbursed nature of  its
business  and  its large supplier and vendor base mitigates  such
potential adverse effects.

     The  Company does not expect the costs associated  with  its
Year  2000  efforts  to  be material to the  Company's  financial
condition or results of operations.  The total cost of purchasing
and   implementing   the  new  information   systems,   including
addressing  the Year 2000 problem is estimated at  $2.0  to  $2.5
million,  of  which approximately $800,000 has been  expensed  to
date  and  $1.2 million capitalized on new software and hardware.
The Company's cost estimates do not include costs associated with
addressing  and  resolving issues as a result of the  failure  of
third parties to become Year 2000 compliant.

     The foregoing commentary should be considered to fall within
the  coverage  of the "Safe Harbor Statement" under  the  Private
Securities Litigation reform Act of 1995 included in this report.

Safe Harbor Statement under the Private Securities Litigation
Reform Act of 1995

Important Factors Relating to Forward Looking Statements

     This report contains certain forward looking statements,  as
defined in The Private Securities Litigation Reform Act of  1995,
with  respect to cash flows from operation, market risks and Year
2000  issues.  The forward-looking statements contained  in  this
Form  10-Q were prepared by management and are qualified by,  and
subject   to,   significant  business,   economic,   competitive,
regulatory  and  other  uncertainties and contingencies,  all  of
which  are difficult or impossible to predict and many  of  which
are  beyond the control of the Company.   Accordingly, there  can
be  no assurance that the forward-looking statements contained in
this  Form 10-Q will be realized or that actual results will  not
be significantly higher or lower.



Item 3.  Quantitative and Qualitative Disclosures About Market
Risk

     The  Company does not believe it has a material exposure  to
market  risk.   The  Company  is primarily  exposed  to  currency
exchange-rate  risks  with respect to its inventory  transactions
denominated  in Italian Lira and Spanish Pesetas, both  of  which
have  been  converted  to  the Euro effective  January  1,  1999.
Business  activities in various currencies expose the Company  to
the   risk   that  the  eventual  net  dollar  cash  flows   from
transactions  with  foreign  suppliers  denominated  in   foreign
currencies  may  be  adversely affected by  changes  in  currency
rates.   The  Company  manages these risks by  utilizing  foreign
exchange  forward contracts to fix its costs on future purchases.
The Company does not enter into foreign currency transactions for
speculative  purposes.   The  Company's  earnings  may  also   be
affected  by changes in short-term interest rates as a result  of
borrowings  under its line of credit facility.  At the  Company's
borrowing  levels,  a  two  percent increase  in  interest  rates
affecting the Company's credit facility would not have a material
effect on the Company's projected 1999 and 1998 net income.




                   Part II - OTHER INFORMATION

Item 1.   Legal Proceedings.
None

Item 2.   Changes in Securities and Use of Proceeds.
Pursuant to the Common Stock Purchase Agreement, dated July 20,
1999, between Liz Claiborne Inc. ("Liz Claiborne") and the
Company, on August 23, 1999, the Company issued 1,000,000 shares
of its Class A Common Stock, $.01 par value, at $29.00 per share.
The offer and sale of the Class A Common Stock was exempt from
registration under the Securities Act of 1933, as amended (the
"Securities Act") pursuant to Section 4(2) of the Securities Act.
With respect to the exemption under Section 4(2), the Company
relied on representations by Liz Claiborne as to its investment
intent, investment experience, and accredited investor status.

Item 3.   Defaults Upon Senior Securities.
None

Item 4.   Submission of Matters to a Vote of Security Holders.
None

Item 5.   Other Information.
None

Item 6.   Exhibits and Reports on Form 8-K.

     (a) Exhibits:

          10.01   Common Stock Purchase Agreement, dated July 20,
          1999, between Liz Claiborne inc. and Kenneth Cole
          Productions, Inc.
          10.02   Registration Rights Agreement, dated July 20,
          1999, between  Liz Claiborne Inc. and Kenneth Cole
          Productions, Inc.
          10.03   License Agreement, dated July 20, 1999, by and
          between L.C.K.L., LLC. and K.C.P.L., Inc.
          (Portions of this exhibit
          have been omitted pursuant to a request
          for confidential treatment and been filed
          separately with the Securities and
          Exchange Commission. Such portions are
          designated by a " * ".
          27.01   Financial Data Schedule.

     (b) Reports on Form 8-K: The Company filed a Form 8-K on
July 29, 1999 announcing that it had entered into an exclusive
women's wear license arrangement with Liz Claiborne.  In
addition, Liz Claiborne agreed to purchase 1,000,000 shares of
Kenneth Cole Productions, inc. Class A Common Stock, $.01 par
value,  at a price of $29.00 per share.
<PAGE>



                           SIGNATURES



Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.


                                   Kenneth Cole Productions, Inc.
                                        Registrant




November 12, 1999                       /s/ STANLEY A. MAYER
                                   Stanley A. Mayer
                                   Executive Vice President and
                                   Chief Financial Officer

<PAGE>



                        INDEX OF EXHIBITS


                                                  Sequential
Exhibit Number      Description                        Page No.





10.01   Common Stock Purchase Agreement, dated July 20, 1999,
        between   Liz  Claiborne  Inc.  and  Kenneth   Cole
        Productions, Inc.                                               21

10.02   Registration  Rights Agreement,  dated  July  20,  1999,
        between Liz Claiborne Inc. and Kenneth Cole Productions, Inc.   47

10.03   License Agreement, dated July 20, 1999, by and between
        L.C.K.L., LLC and K.C.P.L., Inc. . (Portions of this
        exhibit have been omitted pursuant to a request for
        confidential treatment and been filed separately with
        the Securities and Exchange Commission.  Such portions
        are designated by a " * ".                                      74

27.01   Financial Data Schedule                                        117


<PAGE>

EXHIBIT 10.01





                 COMMON STOCK PURCHASE AGREEMENT


                             between


                 KENNETH COLE PRODUCTIONS, INC.


                               and


                       LIZ CLAIBORNE, INC.


                    Dated as of July 20, 1999


                        TABLE OF CONTENTS
                                                             Page

     ARTICLE I. AGREEMENT TO PURCHASE AND SELL COMMON STOCK

 1.1.  AGREEMENT TO PURCHASE AND SELL COMMON STOCK             1

               ARTICLE II. CLOSING DATE; DELIVERY

 2.1.  CLOSING DATE                                            1
 2.2.  DELIVERY                                                1

   ARTICLE III. REPRESENTATIONS AND WARRANTIES OF THE COMPANY

 3.1.  CORPORATE EXISTENCE AND POWER                           2
 3.2.  AUTHORIZATION; CONTRAVENTION                            2
 3.3.  SEC DOCUMENTS                                           3
 3.4.  APPROVALS                                               3
 3.5.  BINDING EFFECT                                          3
 3.6.  FINANCIAL INFORMATION                                   4
 3.7.  ABSENCE OF CERTAIN  CHANGES OR EVENTS                   4
 3.8.  LITIGATION                                              4
 3.9.  CAPITALIZATION                                          4
 3.10. NO BROKER                                               5

   ARTICLE IV. REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

 4.1.  CORPORATE EXISTENCE AND POWER                           5
 4.2.  AUTHORIZATION; CONTRAVENTION                            5
 4.3.  APPROVALS                                               5
 4.4.  BINDING EFFECT                                          6
 4.5.  INVESTMENT                                              6
 4.6.  DISCLOSURE OF INFORMATION                               6
 4.7.  INVESTMENT EXPERIENCE                                   6
 4.8.  ACCREDITED INVESTOR STATUS                              6
 4.9.  RESTRICTED SECURITIES                                   6
 4.10. INVESTIGATION                                           6
 4.11. NO BROKER                                               6

      ARTICLE V. CONDITIONS TO OBLIGATION OF THE PURCHASER

 5.1.  REPRESENTATIONS AND WARRANTIES                          7
 5.2.  COVENANTS                                               7
 5.3.  HSR ACT                                                 7
 5.4.  NO ORDER PENDING                                        7
 5.5.  NO LAW PROHIBITING OR RESTRICTING SALE OF THE SHARES    7
 5.6.  REGISTRATION RIGHTS AGREEMENT                           7
 5.7.  LICENSE AGREEMENT                                       7
 5.8.  PRINCIPAL STOCKHOLDER AGREEMENT                         7

       ARTICLE VI. CONDITIONS TO OBLIGATION OF THE COMPANY

 6.1.  REPRESENTATIONS AND WARRANTIES                          8
 6.2.  COVENANTS                                               8
 6.3.  HSR ACT                                                 8
 6.4.  NO ORDER PENDING                                        8
 6.5.  NO LAW PROHIBITING OR RESTRICTING THE SALE OF THE SHARES8
 6.6.  REGISTRATION RIGHTS AGREEMENT                           8
 6.7.  LICENSE AGREEMENT                                       8

     ARTICLE VII. COVENANTS OF THE PURCHASER AND THE COMPANY

 7.1.  PURCHASE RESTRICTIONS                                   8
 7.2.  SALE RESTRICTIONS                                       8
 7.3.  OTHER RESTRICTIONS                                     10
 7.4.  RIGHT OF FIRST OFFER                                   10
 7.5.  TERMINATION OF CERTAIN RESTRICTIONS                    12

                   ARTICLE VIII. MISCELLANEOUS

 8.1.  CERTAIN DEFINITIONS                                    12
 8.2.  FURTHER ASSURANCES                                     14
 8.3.  GOVERNING LAW                                          15
 8.4.  SURVIVAL; TERMINATION OF COVENANTS                     15
 8.5.  INDEMNIFICATION                                        15
 8.6.  SUCCESSORS AND ASSIGNS                                 16
 8.7.  AMENDMENTS; ETC                                        16
 8.8.  ENTIRE AGREEMENT; NO THIRD-PARTY BENEFICIARIES         16
 8.9.  NOTICES                                                16
 8.10. FEES, COSTS AND EXPENSES                               17
 8.11. TERMINATION                                            17
 8.12. SEVERABILITY OF PROVISIONS                             18
 8.13. PUBLICITY                                              18
 8.14. HEADINGS AND REFERENCES                                18
 8.15. COUNTERPARTS; EFFECTIVENESS                            18
 8.16. EXCLUSIVE JURISDICTION                                 18
 8.17. WAIVER OF JURY TRIAL                                   18

                 COMMON STOCK PURCHASE AGREEMENT
          COMMON STOCK PURCHASE AGREEMENT, dated as of July 20,
1999 (this "Agreement"), between LIZ CLAIBORNE, INC., a Delaware
corporation (the "Purchaser"), and KENNETH COLE PRODUCTIONS,
INC., a New York corporation (the "Company").
                      W I T N E S S E T H:
          WHEREAS, the Company desires to sell to the Purchaser,
and the Purchaser desires to purchase from the Company, 1,000,000
shares of the Company's Class A Common Stock, $0.01 par value per
share (the "Common Stock"), on the terms and subject to the
conditions set forth in this Agreement; and
          WHEREAS, concurrently herewith, the Company and the
Purchaser are entering into (1) a Registration Rights Agreement,
dated as of the date hereof (the "Registration Rights
Agreement"), to provide for the registration under the Securities
Act of 1933, as amended (the "Securities Act"), of the
disposition of the shares of Common Stock purchased under this
Agreement pursuant to the terms thereof; and (2) a License
Agreement, dated as of the date hereof (the "License Agreement"),
to provide for the manufacture, advertising, merchandising,
marketing, distribution and sales of women's sportswear products
by the Purchaser and its Affiliates under marks of the Company
and its Affiliates in certain parts of the world;
          NOW, THEREFORE, in consideration of the foregoing
premises and the mutual covenants and agreements herein
contained, and intending to be legally bound hereby, the Company
and the Purchaser hereby agree as follows:
ARTICLE I.
AGREEMENT TO PURCHASE AND SELL COMMON STOCK
 1.1.  Agreement to Purchase and Sell Common Stock.  Upon the
terms and subject to the conditions of this Agreement, the
Company hereby agrees to sell to the Purchaser at the Closing (as
defined in Section 2.1), and the Purchaser agrees to purchase
from the Company at the Closing, 1,000,000 newly issued shares
(each, a "Share" and collectively, the "Shares") of Common Stock
at $29 per Share in cash for an aggregate purchase price of
$29,000,000 (the "Purchase Price").
ARTICLE II.
CLOSING DATE; DELIVERY
 2.1.  Closing Date.  The closing of the purchase and sale of the
Shares hereunder (the "Closing") shall be held at the offices of
Willkie Farr & Gallagher, 787 Seventh Avenue, New York, NY 10019,
at 10:00 a.m. on the third business day after the satisfaction or
waiver of the conditions set forth in Articles V and VI, or at
such other time and place as the Company and the Purchaser
mutually agree.
 2.2.  Delivery.  At the Closing, the Company will deliver to the
Purchaser (or a wholly owned subsidiary of Purchaser designated
by Purchaser) a certificate or certificates representing the
Shares against payment of the aggregate Purchase Price by wire
transfer of immediately available funds to an account designated
by the Company.  Purchaser shall cause any such subsidiary so
designated by the Purchaser to agree in writing to be bound to
the terms of this Agreement and, thereafter, such subsidiary
shall have the rights and obligations of the Purchaser hereunder;
provided, however, that any such designation shall in no way
relieve the Purchaser of its obligations under this Agreement.
The certificate or certificates representing the Shares shall be
subject to a legend restricting transfer under the Securities Act
and referring to restrictions on transfer herein, such legend to
be substantially as follows:
               "The shares represented by this certificate
          have been acquired for investment and have not
          been registered under the Securities Act of 1933,
          as amended.  Such shares may not be sold or
          transferred in the absence of such registration or
          an opinion of counsel reasonably satisfactory to
          the Company as to the availability of an exemption
          from registration.
               The shares represented by this certificate
          are subject to restrictions on transfer, including
          any sale, pledge or other hypothecation, set forth
          in an agreement dated as of July 20, 1999, between
          the Company and Liz Claiborne, Inc., a copy of
          which agreement may be obtained at no cost by
          written request made by the holder of record of
          this certificate to the secretary of the Company
          at the Company's principal executive offices."
          The Company agrees to remove from the Shares (1) the
legend set forth in the second preceding paragraph in connection
with a transfer pursuant to an effective Registration Statement
(as defined in the Registration Rights Agreement) or upon receipt
of an opinion of counsel in form and substance reasonably
satisfactory to the Company that the Shares are eligible for
transfer without registration under the Securities Act, and (2)
the legend set forth in the immediately preceding paragraph at
such time as the Shares may be transferred in compliance with
Article VII.
ARTICLE III.
REPRESENTATIONS AND WARRANTIES OF THE COMPANY
          The Company hereby represents and warrants to the
Purchaser as follows:
 3.1.  Corporate Existence and Power.  The Company (1) is a
corporation duly incorporated, validly existing and in good
standing under the laws of the State of New York, (2) has all
necessary corporate power and authority and all material
licenses, authorizations, consents and approvals required to own,
lease, license or use its properties now owned, leased, licensed
or used and proposed to be owned, leased, licensed or used and to
carry on its business as now conducted and proposed to be
conducted, (3) is duly qualified as a foreign corporation under
the laws of each jurisdiction in which qualification is required
either to own, lease, license or use its properties now owned,
leased, licensed or used or to carry on its business as now
conducted, except where the failure to effect or obtain such
qualification, individually or in the aggregate, would not
reasonably be expected to have a Material Adverse Effect (as
defined in Section 8.1) on the Company, and (4) has all necessary
corporate power and authority to execute and deliver this
Agreement, the Registration Rights Agreement and the License
Agreement (collectively, the "Transaction Documents") and to
perform its obligations hereunder and thereunder.
 3.2.  Authorization; Contravention.  The execution and delivery
by the Company of the Transaction Documents and the performance
by the Company of its obligations under the Transaction
Documents, and the authorization, sale, issuance and delivery of
the Shares hereunder, have been duly authorized by all necessary
corporate action and do not and will not contravene, violate,
result in a breach of or constitute a default under, (1) its
certificate of incorporation or bylaws, (2) any regulation of any
Governmental Entity (as defined in Section 8.1) or any decision,
ruling, order or award of any arbitrator by which it or any of
its properties may be bound or affected, or (3) any agreement,
indenture or other instrument to which it is a party or by which
it or its properties may be bound or affected, except in each
case referred to in the preceding clauses for contraventions,
violations, breaches or defaults that, individually or in the
aggregate, would not reasonably be expected to have a Material
Adverse Effect on the Company, or materially impair or restrict
the Company's power to perform its obligations as contemplated
under said agreements.  Upon their issuance and delivery pursuant
to this Agreement, the Shares will be validly issued, fully paid
and nonassessable and free and clear of any liens.  The issuance
and sale of the Shares will not give rise to any preemptive
rights, rights of first refusal or other rights to acquire Common
Stock on behalf of any Person (as defined in Section 8.1).
 3.3.  SEC Documents.  The Company has filed with the Securities
and Exchange Commission (the "SEC") all reports, schedules,
forms, statements and other documents required by the Securities
Act or the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), to be filed by the Company since December 31,
1997 (collectively, and in each case including all exhibits and
schedules thereto and documents incorporated by reference
therein, the "Company SEC Documents").  As of their respective
dates, except to the extent revised or superseded by a subsequent
filing with the SEC on or before the date of this Agreement, the
Company SEC Documents filed by the Company complied in all
material respects with the requirements of the Securities Act or
the Exchange Act, as the case may be, as in effect at the time
when they were filed, and none of the Company SEC Documents
(including any and all financial statements included therein)
filed by the Company as of such dates contained any untrue
statement of a material fact or omitted to state a material fact
required to be stated therein or necessary in order to make the
statements therein, in light of the circumstances under which
they were made, not misleading.  Except as set forth in the
Company SEC Documents, neither the Company nor any of its
subsidiaries has any material liabilities or obligations of any
nature (whether accrued, absolute, contingent or otherwise) which
would reasonably be expected to have a Material Adverse Effect on
the Company.  Since March 31, 1999, no event has occurred or
facts exist which would be  required to be disclosed in Part II
of Form 10-Q (other than matters submitted to the vote of the
Company's stockholders at the Company's annual stockholders
meeting held on May 27, 1999).
 3.4.  Approvals.  In reliance on the representations of the
Purchaser contained in this Agreement, no consent, approval or
authorization of or designation, declaration or filing with any
Governmental Entity on the part of the Company is required in
connection with the due execution and delivery of the Transaction
Documents, the performance by the Company of its obligations
under the Transaction Documents or the offer, sale or issuance of
the Shares, except for (a) those required under the Hart-Scott-
Rodino Antitrust Improvements Act of 1976, as amended (the "HSR
Act"), (b) such filings as may be required to be made with the
SEC and the New York Stock Exchange, Inc. (the "NYSE"), and (c)
such filings as may be required to be made with certain state
agencies.
 3.5.  Binding Effect.  The Transaction Documents constitute the
legally valid and binding obligations of the Company enforceable
against it in accordance with their terms, except as may be
limited by  bankruptcy, insolvency, reorganization, moratorium or
other similar laws relating to or affecting creditors' rights
generally and general principles of equity, including, without
limitation, concepts of materiality, reasonableness, good faith
and fair dealing and the possible unavailability of specific
performance or injunctive relief, regardless of whether
considered in a proceeding in equity or at law.
 3.6.  Financial Information.  The consolidated balance sheets of
the Company and its subsidiaries as of December 31, 1998 and
March 31, 1999, and the related consolidated statements of
income, changes in shareholders' equity and cash flows for the
periods then ended, contained in the Company SEC Documents,
comply as to form in all material respects with applicable
accounting requirements and the published rules and regulations
of the SEC with respect thereto, have been prepared in accordance
with U.S. generally accepted accounting principles ("GAAP")
applied on a consistent basis and fairly present the consolidated
financial position of the Company and its subsidiaries as of that
date and their consolidated results of operations and cash flows
for the periods then ended.
 3.7.  Absence of Certain Changes or Events.  Except as disclosed
in the Company SEC Documents filed, or as otherwise publicly
disclosed, since March 31, 1999, there has not been (1) any
declaration, setting aside or payment of any dividend or
distribution (whether in cash, stock or property) with respect to
any of the Company's capital stock, (2) any split, combination or
reclassification of any of its capital stock or any issuance or
the authorization of any issuance of any other securities in
respect of, in lieu of or in substitution for shares of its
capital stock, (3) any damage, destruction or loss of property,
whether or not covered by insurance, that has or would reasonably
be expected to have a Material Adverse Effect on the Company, (4)
any change in accounting methods, principles or practices by the
Company materially affecting its assets, liabilities, or
business, except insofar as may have been required by a change in
GAAP or (5) any event or state of facts that, individually or in
the aggregate, has had or would reasonably be expected to have a
Material Adverse Effect on the Company.
 3.8.  Litigation.
                                   (a)   There is no action, suit
                              or  proceeding pending or,  to  the
                              Company's   knowledge,   threatened
                              against the Company or any  of  its
                              subsidiaries  that (1)  impairs  in
                              any material respect the ability of
                              the    Company   to   perform   its
                              obligations  under the  Transaction
                              Documents, or (2) restricts in  any
                              material  respect or prohibits  the
                              sale   of   the   Shares   to   the
                              Purchaser.
                                   (b)   Except  as disclosed  in
                              the Company SEC Documents, there is
                              no   action,   suit  or  proceeding
                              pending   or,   to  the   Company's
                              knowledge,  threatened against  the
                              Company  or any of its subsidiaries
                              that,   individually  or   in   the
                              aggregate,   would  reasonably   be
                              expected to have a Material Adverse
                              Effect on the Company.
 3.9.  Capitalization.
                                   (a)   As  of the date of  this
                              Agreement,  the authorized  capital
                              stock  of  the Company consists  of
                              20,000,000  shares  of  the  Common
                              Stock, 6,000,000 shares of Class  B
                              Convertible Common Stock, par value
                              $.01 per share (the "Class B Common
                              Stock,"   and  together  with   the
                              Common Stock, the "Company Stock"),
                              and  1,000,000 shares of  preferred
                              stock,  par value $1.00  per  share
                              (the "Preferred Stock").
                                   (b)   As  of  July  20,  1999,
                              there were (1) 7,318,002 shares  of
                              the   Common   Stock   issued   and
                              outstanding,  (2) 5,785,398  shares
                              of  the Class B Common Stock issued
                              and  outstanding, (3) no shares  of
                              the  Company Preferred Stock issued
                              and   outstanding,  (4)   1,299,933
                              shares of the Common Stock reserved
                              for   issuance  upon  exercise   of
                              outstanding stock options issued by
                              the  Company to current  or  former
                              employees  and  directors  of   the
                              Company  and its subsidiaries,  and
                              (5)  no shares of Common Stock were
                              reserved  for  issuance  upon   the
                              exercise  of  any warrants  of  the
                              Company  or upon the conversion  or
                              exchange  of  any security  of  the
                              Company other than with respect  to
                              the  Class  B  Common  Stock.    No
                              options, warrants or convertible of
                              exchangeable  securities   of   the
                              Company  are issued and outstanding
                              other  than  as described  in  this
                              Section 3.9(b).
                                   (c)  All outstanding shares of
                              the Common Stock and Class B Common
                              Stock  are duly authorized, validly
                              issued,     fully     paid      and
                              nonassessable with respect  to  the
                              issuance  and delivery thereof  and
                              not subject to preemptive rights.
 3.10.  No Broker.  The Company has not engaged, consented to or
authorized any broker, finder or intermediary to act on its
behalf, directly or indirectly, as a broker, finder or
intermediary in connection with the transactions contemplated by
the Transaction Documents.  The Company hereby agrees to
indemnify and hold harmless the Purchaser from and against all
fees, commissions or other payments owing to any party acting on
behalf of the Company hereunder.
ARTICLE IV.
REPRESENTATIONS AND WARRANTIES OF THE PURCHASER
     The Purchaser hereby represents and warrants to the Company
as follows:
 4.1.  Corporate Existence and Power.  The Purchaser (1) is a
corporation duly incorporated, validly existing and in good
standing under the laws of the State of Delaware, (2) has all
necessary corporate power and authority and all material
licenses, authorizations, consents and approvals required to own,
lease, license or use its properties now owned, leased, licensed
or used and proposed to be owned, leased, licensed or used and to
carry on its business as now conducted and proposed to be
conducted, (3) is duly qualified as a foreign corporation under
the laws of each jurisdiction in which qualification is required
either to own, lease, license or use its properties now owned,
leased, licensed or used or to carry on its business as now
conducted, except where the failure to effect or obtain such
qualification, individually or in the aggregate, would not
reasonably be expected to have a Material Adverse Effect on the
Purchaser, and (4) has all necessary corporate power and
authority to execute and deliver the Transaction Documents and to
perform its obligations thereunder.
 4.2.  Authorization; Contravention.  The execution and delivery
by the Purchaser of the Transaction Documents and the performance
by the Purchaser of its obligations under the Transaction
Documents, have been duly authorized by all necessary corporate
action and do not and will not contravene, violate, result in a
breach of or constitute a default under, (1) its certificate of
incorporation or bylaws, or (2) any regulation of any
Governmental Entity or any decision, ruling, order or award of
any arbitrator by which it or any of its properties may be bound
or affected, except in each case referred to in the preceding
clauses for contraventions, violations, breaches or defaults
that, individually or in the aggregate, would not reasonably be
expected to have a Material Adverse Effect on the Purchaser.
 4.3.  Approvals.  No consent, approval or authorization of or
designation, declaration or filing with any Governmental Entity
on the part of the Purchaser is required in connection with the
due execution and delivery of the Transaction Documents, the
performance by the Purchaser of its obligations under the
Transaction Documents or the acquisition of the Shares by
Purchaser, except for (a) those required under the HSR Act, and
(b) such filings as may be required to be made with the SEC.
 4.4.  Binding Effect. The Transaction Documents constitute the
legally valid and binding obligations of the Purchaser
enforceable against it in accordance with its terms, except as
may be limited by bankruptcy, insolvency, reorganization,
moratorium or other similar laws relating to or affecting
creditors' rights generally and general principles of equity,
including, without limitation, concepts of materiality,
reasonableness, good faith and fair dealing and the possible
unavailability of specific performance or injunctive relief,
regardless of whether considered in a proceeding in equity or at
law.
 4.5.  Investment.  The Purchaser is acquiring the Shares for
investment for its own account, not as a nominee or agent, and
not with a view to, or for resale in connection with, any
distribution thereof.  The Purchaser understands that the Shares
have not been registered under the Securities Act by reason of a
specific exemption from the registration provisions of the
Securities Act which depends upon, among other things, the bona
fide nature of the investment intent and the accuracy of the
Purchaser's representations and warranties contained herein.
 4.6.  Disclosure of Information.  The Purchaser has had full
access to all information it considers necessary or appropriate
to make an informed investment decision with respect to the
Shares to be purchased by the Company under this Agreement.  The
Purchaser further has had an opportunity to ask questions and
receive answers from the Purchaser regarding the terms and
conditions of the offering of the Shares and to obtain additional
information necessary to verify any information furnished to the
Purchaser or to which the Purchaser had access.
 4.7.  Investment Experience.  The Purchaser understands that the
purchase of the Shares involves substantial risk.  The Purchaser
has experience as an investor in securities of companies and
acknowledges that it is able to fend for itself, can bear the
economic risk of its investment in the Shares and has such
knowledge and experience in financial or business matters that it
is capable of evaluating the merits and risks of this investment
in the Shares and protecting its own interests in connection with
this investment.
 4.8.  Accredited Investor Status.  The Purchaser is an
"accredited investor" within the meaning of Regulation D
promulgated under the Securities Act.
 4.9.  Restricted Securities.  The Purchaser understands that the
Shares to be purchased by the Purchaser hereunder are
characterized as "restricted securities" under the Securities Act
inasmuch as they are being acquired from the Company in a
transaction not involving a public offering and that under the
Securities Act and applicable regulations thereunder such
securities may be resold without registration under the
Securities Act only in certain limited circumstances.  The
Purchaser is familiar with Rule 144 of the Securities Act, as
presently in effect, and understands the resale limitations
imposed thereby and by the Securities Act.
 4.10.  Investigation.  The Purchaser has conducted its own
investigation of the Company and hereby acknowledges that the
only representations and warranties of the Company in connection
with the Purchaser's investment are those expressly made by the
Company in Article III of this Agreement and under the License
Agreement.
 4.11.  No Broker.  The Purchaser has not engaged, consented to
or authorized any broker, finder or intermediary to act on its
behalf, directly or indirectly, as a broker, finder or
intermediary in connection with the transactions contemplated by
the Transaction Documents.  The Purchaser hereby agrees to
indemnify and hold harmless the Company from and against all
fees, commissions or other payments owing to any party acting on
behalf of the Purchaser hereunder.
ARTICLE V.
CONDITIONS TO OBLIGATION OF THE PURCHASER
     The Purchaser's obligation to purchase the Shares at the
Closing is subject to the fulfillment on or prior to the Closing
Date of the following conditions:
 5.1.  Representations and Warranties.  Each of the
representations and warranties of the Company contained in
Article III will be true and correct in all material respects on
and as of the date hereof and (except to the extent such
representations and warranties speak as of a particular date)
true and correct in all material respects as of the Closing Date
with the same effect as though such representations and
warranties had been made on and as of the Closing Date.
 5.2.  Covenants.  All covenants, agreements and conditions
contained in this Agreement to be performed by the Company on or
prior to the Closing Date shall have been performed or complied
with in all material respects.  The Purchaser shall have received
a certificate signed by an officer of the Company to such effect
on the Closing Date.
 5.3.  HSR Act.  The waiting period (and any extensions thereof)
under the HSR Act applicable to the transactions contemplated
hereby shall have expired or been terminated.
 5.4.  No Order Pending.  There shall not then be in effect any
order enjoining or restraining the sale and purchase of the
Shares or the other transactions contemplated by the Transaction
Documents.
 5.5.  No Law Prohibiting or Restricting Sale of the Shares.
There shall not be in effect any law, rule or regulation
prohibiting or restricting the sale and purchase of the Shares,
or the other transactions contemplated by the Transaction
Documents, or requiring any consent or approval of any Person
which shall not have been obtained to sell and purchase the
Shares, with full benefits afforded the Common Stock.
 5.6.  Registration Rights Agreement.  The Registration Rights
Agreement shall not have been terminated.
 5.7.  License Agreement.  The License Agreement shall be in full
force and effect and shall not have been terminated.
 5.8.  Principal Stockholder Agreement.  The agreement, dated the
date hereof (the "Principal Stockholder Agreement"), between
Kenneth D. Cole (the "Principal Stockholder") and the Purchaser
shall be in full force and effect and shall not have been
terminated.
ARTICLE VI.
CONDITIONS TO OBLIGATION OF THE COMPANY
     The Company's obligation to sell and issue the Shares at the
Closing is subject to the fulfillment on or prior to the Closing
Date of the following conditions:
 6.1.  Representations and Warranties.  The representations and
warranties of the Purchaser contained in Article IV will be true
and correct in all material respects on and as of the date hereof
and (except to the extent such representations and warranties
speak as of a particular date) true and correct in all material
respects as of the Closing  Date with the same effect as though
such representations and warranties had been made on and as of
the Closing Date.
 6.2.  Covenants.  All covenants, agreements and conditions
contained in this Agreement to be performed by the Purchaser on
or prior to the Closing Date shall have been performed or
complied with in all material respects.  The Company shall have
received a certificate signed on behalf of the Purchaser by an
officer of the Purchaser to such effect on the Closing Date.
 6.3.  HSR Act.  The waiting period (and any extensions thereof)
under the HSR Act applicable to the transactions contemplated
hereby shall have expired or been terminated.
 6.4.  No Order Pending.  There shall not then be in effect any
order enjoining or restraining the sale and purchase of the
Shares or the other transactions contemplated by the Transaction
Documents.
 6.5.  No Law Prohibiting or Restricting the Sale of the Shares.
There shall not be in effect any law, rule or regulation
prohibiting or restricting the sale and purchase of the Shares,
or the other transactions contemplated by the Transaction
Documents, or requiring any consent or approval of any Person
which shall not have been obtained to sell and purchase the
Shares.
 6.6.  Registration Rights Agreement.  The Registration Rights
Agreement shall not have been terminated.
 6.7.  License Agreement.  The License Agreement shall be in full
force and effect and shall not have been terminated.
ARTICLE VII.
COVENANTS OF THE PURCHASER AND THE COMPANY
 7.1.  Purchase Restrictions.
                                   (a)   Other  than pursuant  to
                              the  transactions  contemplated  by
                              this Agreement, the Purchaser shall
                              not,  and shall not cause or permit
                              its  Affiliates or  any  Group  (as
                              defined  in Section 8.1)  including
                              the   Purchaser  or  any   of   its
                              Affiliates  to, acquire  shares  of
                              the   Common   Stock,  which   when
                              combined with shares of the  Common
                              Stock  then owned by the  Purchaser
                              and  its subsidiaries would  result
                              in   the   Purchaser   Beneficially
                              Owning (as defined in Section  8.1)
                              more than 10% of the shares of  the
                              Common   Stock  then   issued   and
                              outstanding (the "Standstill Cap"),
                              except pursuant to a transaction or
                              series  of  transactions at  prices
                              and  on terms approved by the Board
                              of Directors of the Company.
                                   (b)   Nothing in this  Section
                              7.1 shall require the Purchaser  or
                              its  subsidiaries to  transfer  any
                              shares  of  Common  Stock  if   the
                              aggregate  percentage ownership  of
                              the  Purchaser and its subsidiaries
                              is  increased  as a result  of  any
                              action taken by the Company or  its
                              subsidiaries  including,    without
                              limitation,   by  reason   of   any
                              reclassification, recapitalization,
                              stock  split, reverse stock  split,
                              combination or exchange of  shares,
                              redemption,      repurchase      or
                              cancellation of shares or any other
                              similar transaction.
 7.2.  Sale Restrictions.
                                   (a)   The Purchaser shall not,
                              and  shall not cause or permit  its
                              Affiliates  or any Group  including
                              the Purchaser or any of its wholly-
                              owned  subsidiaries to directly  or
                              indirectly  offer, sell,  transfer,
                              assign,  exchange, grant an  option
                              to   purchase,  encumber,   pledge,
                              hypothecate or otherwise dispose of
                              the  Beneficial Ownership of shares
                              of  Common Stock, whether in one or
                              more transactions (any such act  or
                              series   of  acts,  a  "Transfer"),
                              except   in  compliance  with   all
                              applicable requirements of law  and
                              upon   the   receipt  of  necessary
                              approvals   of   any   Governmental
                              Entity.
                                   (b)     Until    the    second
                              anniversary  of  the  Closing  Date
                              (the   "Initial  Sale   Restriction
                              Termination  Date"), the  Purchaser
                              shall  not, and shall not cause  or
                              permit  its  subsidiaries  or   any
                              Group  including the  Purchaser  or
                              any   of   its   subsidiaries   to,
                              directly or indirectly Transfer any
                              shares of Company Stock, other than
                              in  one  or  more of the  following
                              transactions:   (1)   a    Transfer
                              pursuant  to  a  tender  offer   or
                              exchange  offer subject to  Section
                              14  of  the  Exchange Act  (or  any
                              successor  provision) (an  "Offer")
                              for  outstanding shares  of  Common
                              Stock that (A) the Company has not,
                              within  10 days of the commencement
                              thereof  (or such longer period  as
                              may   then   be   permitted   under
                              applicable  law for  the  Company's
                              initial recommendation with respect
                              to     such     Offer),    publicly
                              recommended that such Offer not  be
                              accepted, (B) pursuant to which the
                              Principal Stockholder has  tendered
                              more  than  50%  of the  shares  of
                              Company  Stock of which he  is  the
                              Beneficial  Owner, or (C)  pursuant
                              to  which the Principal Stockholder
                              has  tendered such number of shares
                              of  Company  Stock that,  following
                              the  acceptance of such shares  for
                              payment,  the Principal Stockholder
                              will  be  the Beneficial  Owner  of
                              shares  representing  less  than  a
                              majority  of  the then  outstanding
                              aggregate  voting  power   of   the
                              Company Stock, taken together as  a
                              single   class;   (2)   any   other
                              Transfer which has been approved by
                              the   Board  of  Directors  of  the
                              Company;  and (3) any  Transfer  in
                              accordance  with the terms  of  the
                              Principal Stockholder Agreement.
                                   (c)    From   and  after   the
                              Initial       Sale      Restriction
                              Termination Date until the later of
                              (i)  December 31, 2004 and (ii) the
                              termination    of    the    License
                              Agreement  other than by reason  of
                              the  Purchaser's breach, but in  no
                              event later than December 31,  2009
                              (such  later date, the "Termination
                              Date"),  the Purchaser  shall  not,
                              and  shall not cause or permit  its
                              subsidiaries or any Group including
                              the   Purchaser  or  any   of   its
                              subsidiaries   to    directly    or
                              indirectly Transfer any  shares  of
                              Common  Stock to any Person without
                              first   giving  the   Company   the
                              opportunity to purchase such shares
                              in  the manner set forth in Section
                              7.4;  provided, however, that  such
                              restriction shall not apply to: (1)
                              a Transfer pursuant to an Offer for
                              outstanding shares of Company Stock
                              (A)   that  the  Company  has  not,
                              within  10 days of the commencement
                              thereof  (or such longer period  as
                              may   then   be   permitted   under
                              applicable  law for  the  Company's
                              initial recommendation with respect
                              to     such     Offer),    publicly
                              recommended that such Offer not  be
                              accepted, (B) pursuant to which the
                              Principal Stockholder has  tendered
                              more  than  50%  of the  shares  of
                              Company  Stock of which he  is  the
                              Beneficial  Owner, or (C)  pursuant
                              to  which the Principal Stockholder
                              has  tendered such number of shares
                              of  Company  Stock that,  following
                              the  acceptance of such shares  for
                              payment,  the Principal Stockholder
                              will  be  the Beneficial  Owner  of
                              shares  representing  less  than  a
                              majority  of  the then  outstanding
                              aggregate  voting  power   of   the
                              Company Stock, taken together as  a
                              single   class;   (2)   any   other
                              Transfer which has been approved by
                              the   Board  of  Directors  of  the
                              Company;   (3)  any   Transfer   in
                              accordance  with the terms  of  the
                              Principal   Stockholder  Agreement;
                              and (4) any Transfer pursuant to an
                              underwritten public offering  under
                              to    the    Registration    Rights
                              Agreement  (whether pursuant  to  a
                              demand or piggyback registration).
                                   (d)     Subject   to   Section
                              7.2(a),  nothing in this  Agreement
                              shall   prevent  or  restrict   the
                              Purchaser  and its Affiliates  from
                              Transferring any Shares (1) to  and
                              among each other, provided that any
                              such  transferee  shall  agree   in
                              writing to be bound hereby, or  (2)
                              to the Principal Stockholder or his
                              Affiliates.
 7.3.  Other Restrictions.  From and after the date hereof until
the Termination Date, the Purchaser shall not, and shall not
cause or permit its subsidiaries to, without the prior approval
of the Board of Directors of the Company or unless required by
applicable law or rules of any exchange on which the Purchaser's
securities are listed: (1) make any public comment or proposal
with respect to any Acquisition Proposal involving the Company,
(2) become a member of a Group (other than a Group comprised
solely of the Purchaser and its subsidiaries) with respect to the
Common Stock or other equity securities of the Company, (3)
solicit proxies or initiate, propose or become a participant in a
solicitation (as such terms are defined in Regulation 14A under
the Exchange Act) with respect to the Company in opposition to
any matter which has been recommended by the Board of Directors
of the Company or in favor of any matter which has not been
approved by the Board of Directors of the Company, (4) enter into
any discussions, negotiations, arrangements or understandings
with any third party with respect to any of the foregoing
(provided that the Purchaser may consult with the Company, the
Principal Stockholder and the Purchaser's advisors as to any
pending Acquisition Proposal made by a third party), or (5)
disclose to any third party any intention, plan or arrangement
inconsistent with the foregoing. From and after the date hereof
until the Termination Date, the Purchaser shall not, and shall
not cause or permit its subsidiaries to, without prior approval
of the Board of Directors or unless required by applicable law or
rules of any exchange on which the Purchaser's securities are
listed, take any actions with respect to any Acquisition Proposal
(including any Acquisition Proposal made by the Purchaser or its
Affiliates) that would require the Company to make a public
announcement regarding such Acquisition Proposal (provided that
the Purchaser may consult with the Company, the Principal
Stockholder and the Purchaser's advisors as to any pending
Acquisition Proposal made by a third party).
 7.4.  Right of First Offer.  Prior to making any Transfer of any
shares of Common Stock after the Initial Sale Restriction
Termination Date and until the Termination Date, the Purchaser,
any of its subsidiaries or any Group including the Purchaser or
any of its subsidiaries (a "Transferor") shall, except as set
forth in Section 7.2(c) or 7.2(d) hereof, give the Company the
opportunity to purchase such shares in the following manner:
                                   (a)   Any Transferor intending
                              to  make  such Transfer shall  give
                              notice  (the "Transfer Notice")  to
                              the  Company  in  writing  of  such
                              intention, specifying the number of
                              shares  proposed to be disposed  of
                              and   the  proposed  minimum  price
                              therefor, and setting forth all the
                              terms of such proposed Transfer.
                                   (b)   The  Company shall  have
                              the  right, exercisable by  written
                              notice given by the Company to  the
                              party   which  gave  the   Transfer
                              Notice  within  10  business   days
                              after  receipt  of such  Notice  to
                              purchase  all, but not a  part  of,
                              the shares specified in such Notice
                              for  cash at the minimum price  set
                              forth   therein.   If  the  minimum
                              purchase  price  specified  in  the
                              Transfer   Notice   includes    any
                              property  other  than  cash,   such
                              purchase  price shall be deemed  to
                              be  the amount of any cash included
                              in  the  purchase  price  plus  the
                              value (as jointly determined  by  a
                              nationally   recognized  investment
                              banking firm selected by each party
                              or,  in  the event such  firms  are
                              unable to agree, a third nationally
                              recognized investment banking  firm
                              to  be  selected by them)  of  such
                              other  property  included  in  such
                              price.  For this purpose:
                         (i)   The  parties shall use their  best
                    efforts  to  cause any determination  of  the
                    value  of  any  securities  included  in  the
                    purchase  price  to  be  made  within   three
                    business  days after the date of delivery  of
                    the  Transfer Notice.  If the firms  selected
                    by  the  Purchaser and the Company are unable
                    to   agree   upon  the  value  of  any   such
                    securities within such three-day period,  the
                    parties  shall promptly select a  third  firm
                    whose determination shall be conclusive.
                         (ii)   The parties shall use their  best
                    efforts  to  cause any determination  of  the
                    value of property other than securities to be
                    made  within  seven business days  after  the
                    date of delivery of the Transfer Notice.   If
                    the  firms selected by the Purchaser and  the
                    Company  are  unable to agree  upon  a  value
                    within  such  seven-day period,  the  parties
                    shall  promptly  select a  third  firm  whose
                    determination shall be conclusive.
                         (iii)   The  date on which  the  Company
                    must  exercise its right of first offer shall
                    be  extended until three business days  after
                    the  determination of the value  of  property
                    included  in  the  purchase  price  if   such
                    property consists solely of securities or  10
                    business days after the determination of such
                    value if other property is included.
                                   (c)   If the Company exercises
                              its right of first offer hereunder,
                              the  closing of the purchase of the
                              shares of Common Stock with respect
                              to   which  such  right  has   been
                              exercised  shall take place  within
                              10 business days (or if approval of
                              such   purchase  by  the  Company's
                              shareholders is required by law  or
                              pursuant to any stock exchange rule
                              or policy, within 90 calendar days)
                              after  the Company gives notice  of
                              such  exercise.  Upon  exercise  of
                              its   right  of  first  offer,  the
                              Company  shall be legally obligated
                              to    consummate    the    purchase
                              contemplated thereby and shall  use
                              its   best  effort  to  secure  all
                              approvals  required  in  connection
                              therewith.
                                   (d)   If the Company does  not
                              exercise  its right of first  offer
                              hereunder within the time specified
                              for such exercise, Transferor shall
                              be  free during the period  of  120
                              calendar    days   following    the
                              expiration   of   such   time   for
                              exercise   to   sell   the   shares
                              specified  in  such Notice  to  any
                              Person in accordance with the terms
                              specified  therein or at any  price
                              in  excess  of the price  specified
                              therein;  provided  that  (1)  such
                              person  is  an  investment  company
                              registered   under  the  Investment
                              Company Act of 1940, as amended,  a
                              broker  or dealer registered  under
                              the  Exchange Act, a bank,  thrift,
                              savings  and  loan or an  insurance
                              company  and, in any such case,  is
                              acquiring   such  shares   in   the
                              ordinary course of business without
                              the    purpose   or    effect    of
                              influencing control of the Company;
                              (2) such Transfer is effected in an
                              ordinary       course      brokers'
                              transaction    on    a     national
                              securities   exchange;   (3)   such
                              person  (A) is not a competitor  of
                              the Company engaged in the fashion,
                              textile  or  fabrics  business,  at
                              either   the  wholesale  or  retail
                              level  (a  "Competitor"),  and  (B)
                              will  not,  after giving effect  to
                              such  Transfer,  be the  Beneficial
                              Owner  of 5% or more of the  Common
                              Stock;  or (4) such person  (A)  is
                              not  a  Competitor, (B) will, after
                              giving effect to such Transfer,  be
                              the  Beneficial Owner of 5% or more
                              of  the Common Stock and (C) is not
                              an   entity  or  individual   whose
                              ownership of Common Stock has  been
                              determined by the Company  in  good
                              faith  to  be  detrimental  to  the
                              Company.
 7.5.  Termination of Certain Restrictions.  The covenants
contained in Sections 7.2(b) and (c), 7.3 and 7.4 hereof shall
terminate upon the earlier of (i) the Principal Stockholder
ceasing to be the Beneficial Owner of shares of Company Stock
representing a majority of the outstanding aggregate voting power
of the Company Stock, taken together as a single class and (ii)
the Purchaser and its Affiliates ceasing to own in the aggregate
at least 30% of the Shares purchased by the Purchaser hereunder.
ARTICLE VIII.
MISCELLANEOUS
 8.1.  Certain Definitions.  As used in this Agreement:
                                   (a)    "Acquisition  Proposal"
                              shall  mean  a  bona  fide  written
                              proposal  received by  the  Company
                              from   any  Person  or  Group  that
                              contemplates  a transaction  which,
                              if  effected,  would  constitute  a
                              Change of Control of the Company.
                                   (b)   "Affiliate"  shall  have
                              the meaning given such term in Rule
                              12b-2 under the Exchange Act.
                                   (c)    "Beneficial  Ownership"
                              and  "Beneficial Owner" shall  have
                              the  meanings given such  terms  in
                              Section  13(d)(3) of  the  Exchange
                              Act  and  the rules and regulations
                              promulgated thereunder.
                                   (d)  "Change of Control" shall
                              mean (1) an acquisition of, or  the
                              entering   into  of  a   definitive
                              agreement   with  the  Company   to
                              acquire,  Voting Stock by a  Person
                              or  Group (other than the Principal
                              Stockholder or his Affiliates) in a
                              purchase  or transaction or  series
                              of  purchases  or  transactions  if
                              immediately thereafter such  Person
                              or   Group  has,  or  would   have,
                              Beneficial Ownership of  more  than
                              50% of the combined voting power of
                              the   Company's  then   outstanding
                              Voting Stock; (2) the execution  of
                              an agreement providing for a tender
                              offer,  merger,  consolidation   or
                              reorganization, or series  of  such
                              related transactions involving  the
                              Company,   unless  both   (x)   the
                              stockholders   of   the    Company,
                              immediately  after such transaction
                              or  transactions shall Beneficially
                              Own  at  least  50% of  the  Voting
                              Stock  of the Company (or,  if  the
                              Company  shall not be the surviving
                              company     in     such     merger,
                              consolidation   or  reorganization,
                              such  surviving company),  and  (y)
                              the  Company is not subject  to  an
                              agreement  that  contemplates  that
                              individuals who are then  directors
                              of   the  Company  (or  individuals
                              designated  by  the Company  at  or
                              before   the   closing   of    such
                              transaction) shall constitute  less
                              than a majority of the directors of
                              the   Company  (or  such  surviving
                              company, as the case may be)  after
                              the  closing  of such  transaction;
                              (3)  a  change  or changes  in  the
                              membership  of the Company's  Board
                              of  Directors  which  represent   a
                              change  of  a majority or  more  of
                              such  membership during any  twelve
                              month period (unless such change or
                              changes   in  membership  are   the
                              result of an election approved by a
                              majority of (i) the members of  the
                              Board  of Directors holding  office
                              on  the date hereof or (ii) members
                              whose election was approved by such
                              members); or (4) a sale of  all  or
                              substantially all of the  Company's
                              assets.
                                   (e)    "Governmental   Entity"
                              shall   mean  any  agency,  bureau,
                              commission,    court,   department,
                              official,   political  subdivision,
                              tribunal  or  other instrumentality
                              of any government, whether federal,
                              state, county or local, domestic or
                              foreign.
                                   (f)   "Group" shall  have  the
                              meaning  given such term in Section
                              13(d)(3)  of the Exchange  Act  and
                              the     rules    and    regulations
                              promulgated thereunder.
                                   (g)  "Material Adverse Effect"
                              shall  mean,  with respect  to  any
                              Person,  a material adverse  effect
                              on    the   business,   properties,
                              operations, or condition (financial
                              or  otherwise) of such Person  (and
                              its   subsidiaries),  taken  as   a
                              whole.
                                   (h)   "Person" shall mean  any
                              person,   individual,  corporation,
                              partnership,  trust or  other  non-
                              governmental    entity    or    any
                              governmental     agency,     court,
                              authority  or  other body  (whether
                              foreign,  federal, state, local  or
                              otherwise).
                                   (i)  "Voting Stock" shall mean
                              (1)  the Common Stock, the Class  B
                              Common   Stock   and   any    other
                              securities  issued by  the  Company
                              having  the ordinary power to  vote
                              in the election of directors of the
                              Company   (other  than   securities
                              having  such  power only  upon  the
                              happening  of  a contingency),  and
                              (2)  the common stock and any other
                              securities issued by any  successor
                              to   the  Company  pursuant  to   a
                              merger,      consolidation       or
                              reorganization having the  ordinary
                              power  to  vote in the election  of
                              directors of such successor company
                              (other than securities having  such
                              power only upon the happening of  a
                              contingency).
                                   (j)    As  used  herein,   any
                              references  to  specified   numbers
                              (but not percentages) of Shares  or
                              of  Common Stock shall be deemed to
                              be  references  to such  number  of
                              Shares or of Common Stock as may be
                              adjusted in the event of any change
                              in the capital stock of the Company
                              by reason of stock dividends, split-
                              ups,  reverse  split-ups,  mergers,
                              recapitalizations,    subdivisions,
                              conversions, exchanges of shares or
                              the  like occurring after the  date
                              of this Agreement.
 8.2.  Further Assurances.
                                   (a)   Each of the Company  and
                              the   Purchaser   shall   use   its
                              commercially reasonable efforts  to
                              take all actions required under any
                              law,  rule or regulation to  ensure
                              that  the conditions to the Closing
                              set  forth herein are satisfied  on
                              or before the Closing Date.
                                   (b)  In furtherance and not in
                              limitation  of the foregoing,  each
                              of  the  Company and the  Purchaser
                              hereby    agrees   to    make    an
                              appropriate     filing     of     a
                              Notification   and   Report    Form
                              pursuant   to  the  HSR  Act   with
                              respect    to    the   transactions
                              contemplated hereby as promptly  as
                              practicable  after the date  hereof
                              or (y) if later, five business days
                              after  the receipt by the Purchaser
                              of all information from the Company
                              reasonably   necessary   for    the
                              Purchaser's  preparation  of   such
                              filing)  and to supply as  promptly
                              as   practicable   any   additional
                              information     and     documentary
                              material   that  may  be  requested
                              pursuant to the HSR Act and to  use
                              commercially reasonable efforts  to
                              cause   the  expiration  or   early
                              termination   of   the   applicable
                              waiting  periods under the HSR  Act
                              as soon as practicable.  Nothing in
                              this Section 8.2 shall require  any
                              of  the  Company and its Affiliates
                              or the Purchaser and its Affiliates
                              to sell or otherwise dispose of, or
                              permit    the   sale    or    other
                              disposition of, any assets, whether
                              as  a  condition to  obtaining  any
                              approval from a Governmental Entity
                              or  any other Person for any  other
                              reason.
                                   (c)   Each of the Company  and
                              the  Purchaser shall, in connection
                              with  the  efforts  referenced   in
                              Section  8.2(a),  use  commercially
                              reasonable  efforts to  obtain  all
                              requisite       approvals       and
                              authorizations  for  the  sale  and
                              purchase  of the Shares  under  the
                              HSR  Act  or  any other law,  rule,
                              regulation,   order    or    decree
                              (collectively,  the  "Laws").    In
                              furtherance  and not in  limitation
                              of   the  foregoing,  each  of  the
                              Company and the Purchaser shall (1)
                              cooperate in all respects with each
                              other in connection with any filing
                              or  submission  and  in  connection
                              with  any  investigation  or  other
                              inquiry,  including any  proceeding
                              initiated  by a private party,  (2)
                              promptly inform the other party  of
                              any  communication received by such
                              party  from, or given by such party
                              to  any Governmental Entity and  of
                              any material communication received
                              or  given  in connection  with  any
                              proceeding by a private  party,  in
                              each  case  regarding  any  of  the
                              transactions  contemplated  hereby,
                              and  (3) permit the other party  to
                              review  any communication given  by
                              it  to, and consult with each other
                              in   advance  of  any  meeting   or
                              conference  with, any  Governmental
                              Entity  or, in connection with  any
                              proceeding by a private party, with
                              any other Person, and to the extent
                              permitted   by   the   Governmental
                              Entity  or other Person,  give  the
                              other  party  the  opportunity   to
                              attend  and  participate  in   such
                              meetings and conferences.
                                   (d)  In furtherance and not in
                              limitation of the covenants of  the
                              parties   contained   in   Sections
                              8.2(a),   (b)  and  (c),   if   any
                              administrative  or judicial  action
                              or    proceeding,   including   any
                              proceeding by a private  party,  is
                              instituted  (or  threatened  to  be
                              instituted)     challenging     the
                              purchase of the Shares contemplated
                              by  this Agreement as violative  of
                              any  Law,  each of the Company  and
                              the  Purchaser shall  cooperate  in
                              all  respects with each  other  and
                              use commercially reasonable efforts
                              to  contest  and  resist  any  such
                              action  or proceeding and  to  have
                              vacated,   lifted,   reversed    or
                              overturned  any  decree,  judgment,
                              injunction or other order,  whether
                              temporary,      preliminary      or
                              permanent,  that is in  effect  and
                              that    prohibits,   prevents    or
                              restricts   consummation   of   the
                              transactions contemplated  by  this
                              Agreement.    Notwithstanding   the
                              foregoing or any other provision of
                              this  Agreement,  nothing  in  this
                              Section  8.2 shall limit a  party's
                              right  to  terminate this Agreement
                              pursuant to Section 8.10,  so  long
                              as  such  party  has complied  with
                              this Section 8.2.
                                   (e)   If  any  objections  are
                              asserted   with  respect   to   the
                              transactions  contemplated   hereby
                              under  any  Law or if any  suit  is
                              instituted   by  any   Governmental
                              Entity   or   any   private   party
                              challenging  the  purchase  of  the
                              Shares   contemplated   hereby   as
                              violative of any Law, each  of  the
                              Company and the Purchaser shall use
                              commercially reasonable efforts  to
                              resolve  any  such  objections   or
                              challenge   as   such  Governmental
                              Entity or private party may have to
                              such transactions under such Law so
                              as  to permit  consummation of  the
                              transactions contemplated  by  this
                              Agreement.
 8.3.  Governing Law.  This Agreement shall be governed by, and
construed in accordance with, the laws of the State of New York,
without regard to principles of conflicts of law.
 8.4.  Survival; Termination of Covenants.  The representations
and warranties in Articles III and IV of this Agreement shall
survive until the first anniversary of the date hereof, except
for the representations and warranties in Sections 3.1, 3.2, 3.5
and 3.10, and in Sections 4.4 through 4.11 hereof, which shall
continue to survive.  The covenants and agreements of the Company
and the Purchaser under this Agreement shall survive in
accordance with their terms.
 8.5.  Indemnification.
                                   (a)  The Company hereby agrees
                              to   indemnify,  defend  and   hold
                              harmless  the  Purchaser  from  and
                              against all actual demands, claims,
                              actions   or   causes  of   action,
                              assessments,    losses,    damages,
                              liabilities,  costs  and   expenses
                              (collectively, "Claims"), including
                              without    limitation    reasonable
                              attorneys'   fees   and   expenses,
                              asserted against, resulting to,  or
                              imposed  upon  or incurred  by  the
                              Purchaser by reason of or resulting
                              from  a  breach  of  any  covenant,
                              representation,     warranty     or
                              agreement  of the Company contained
                              in this Agreement.
                                   (b)    The  Purchaser   hereby
                              agrees  to  indemnify,  defend  and
                              hold harmless the Company from  and
                              against   all   Claims,   including
                              without    limitation    reasonable
                              attorneys'   fees   and   expenses,
                              asserted against, resulting to,  or
                              imposed  upon  or incurred  by  the
                              Company  by reason of or  resulting
                              from  a  breach  of  any  covenant,
                              representation,     warranty     or
                              agreement    of    the    Purchaser
                              contained in this Agreement.
 8.6.  Successors and Assigns.  This Agreement shall be binding
upon and shall inure to the benefit of the parties hereto and
their respective successors and permitted assigns.  Neither party
may assign this Agreement or any of its rights or obligations
hereunder to any Person without the prior written consent of the
other party.
 8.7.  Amendments; Etc.  No amendment, modification, termination,
or waiver of any provision of this Agreement, and no consent to
any departure by a party to this Agreement from any provision of
this Agreement, shall be effective unless it shall be in writing
and signed and delivered by the other party to this Agreement,
and then it shall be effective only in the specific instance and
for the specific purpose for which it is given.
 8.8.  Entire Agreement; No Third-Party Beneficiaries.  This
Agreement, the Registration Rights Agreement and the License
Agreement embody the entire agreement and understanding of the
parties and supersede all prior agreements or understandings with
respect to the subject matter thereof.  This Agreement is not
intended to confer upon any Person other than the parties hereto
any rights or remedies hereunder.
 8.9.  Notices.  All notices, requests and other communications
to any party under this Agreement shall be in writing.
Communications may be made by telecopy or similar writing.  Each
communication shall be given to the party at its address set
forth below or at any other address as the party may specify for
this purpose by notice to the other party.  Each communication
shall be effective (1) if given by telecopy, when the telecopy is
transmitted to the proper address and the receipt of the
transmission is confirmed, (2) if given by mail, 72 hours after
the communication is deposited in the mails properly addressed
with first class postage prepaid or (3) if given by any other
means, when delivered to the proper address and a written
acknowledgment of delivery is received.
                                   (a)  If to the Company, to:
                    Kenneth Cole Productions, Inc.
                    152 West 57th Street
                    New York, NY  10019
                    Attention:  Mr. Stanley A. Mayer
                      Executive Vice President
                      and Chief Financial Officer
                    Telecopy:  (201) 583-8577
               and with additional copies to:

                    Kenneth Cole Productions, Inc.
                    152 West 57th Street
                    New York, NY  10019
                    Patrice F. Cohen, Esq.
                     General Counsel
                    Telecopy:  (201) 583-8588
                    and
                    Daniel D. Rubino, Esq.
                    Willkie Farr & Gallagher
                    787 Seventh Avenue
                    New York, NY  10019
                    Telecopy:  (212) 728-8111
                                   (b)  If to the Purchaser, to:
                    Liz Claiborne, Inc.
                    One Claiborne Avenue
                    North Bergen, NJ  07045
                    Attention:  Mr. Richard F. Zannino
                      Senior Vice President - Finance
                      and Administration and
                      Chief Financial Officer
                    Telecopy:  (212) 626-1888
               and with additional copies to:
                    Liz Claiborne, Inc.
                    One Claiborne Avenue
                    North Bergen, NJ  07045
                    Roberta S. Karp, Esq.
                    Vice President - Corporate Affairs
                      and General Counsel
                    Telecopy:  (201) 295-7803
                    and
                    Kramer Levin Naftalis & Frankel LLP
                    919 Third Avenue
                    New York, NY  10022
                    Attention:  Paul S. Pearlman, Esq.
                    Telecopy:  (212) 715-8000

 8.10.  Fees, Costs and Expenses.  All fees, costs and expenses
(including attorneys' fees and expenses) incurred by either party
hereto in connection with the preparation, negotiation and
execution of this Agreement and the consummation of the
transactions contemplated hereby, shall be the sole and exclusive
responsibility of such party; provided, however, that the
Purchaser shall pay the filing fee for the Notification and
Report Form pursuant to the HSR Act.
 8.11.  Termination.
                                   (a)   This  Agreement  may  be
                              terminated at any time prior to the
                              Closing Date:
(1)   by mutual written consent of the Company and the Purchaser;
               (2)   by either the Company or the Purchaser if the other
          materially breaches this Agreement and such breach remains
          uncured for 10 days after receipt by the breaching party of
          written notice thereof;
               (3)   by either the Company or the Purchaser if the Closing Date
          shall not have occurred on or before December 31, 1999.  The
          right to terminate this Agreement under this Section 8.10(a)(3)
          shall be not available to any party whose failure to fulfill any
          obligation under this Agreement has been the cause of, or
          resulted in, the failure of any condition to be satisfied.
                                   (b)     In   the   event    of
                              termination  of this  Agreement  by
                              either the Company or the Purchaser
                              as  provided in this Section  8.10,
                              this   Agreement  shall   forthwith
                              become  null  and  void  and  there
                              shall be no liability or obligation
                              on  the part of the Company or  the
                              Purchaser  except with  respect  to
                              Sections  3.10, 4.11  and  8.9  and
                              this   Section  8.10(b);  provided,
                              however, that nothing herein  shall
                              relieve  any  party from  liability
                              with  respect to any breach of this
                              Agreement.
 8.12.  Severability of Provisions.  Any provision of this
Agreement that is prohibited or unenforceable in any jurisdiction
shall, as to that jurisdiction, be ineffective to the extent of
the prohibition or unenforceability without invalidating the
remaining provisions of this Agreement or affecting the validity
or enforceability of the provision in any other jurisdiction.
 8.13.  Publicity.  The Company and the Purchaser shall agree on
the form and content of the initial public announcement which
shall be made concerning this Agreement and the transactions
contemplated hereby, and neither the Company nor the Purchaser
shall make such public announcement without the consent of the
other, except as required by law.
 8.14.  Headings and References.  Section headings in this
Agreement are included for the convenience of reference only and
do not constitute a part of this Agreement for any other purpose.
References to parties, express beneficiaries and sections in this
Agreement are references to the parties to or the express
beneficiaries and sections of this Agreement, as the case may be,
unless the context shall require otherwise.
 8.15.  Counterparts; Effectiveness.  This Agreement may be
signed in any number of counterparts, each of which shall be an
original, with the same effect as if all signatures were on the
same instrument.
 8.16.  Exclusive Jurisdiction.  Each party (1) agrees that any
action, complaint, counterclaim, investigation, petition, suit or
other proceeding, whether civil or criminal, in law or in equity,
or before any arbitrator, court or Governmental Entity (each, an
"Action"), with respect to this Agreement or any transaction
contemplated by this Agreement shall be brought exclusively in
the courts of the State of New York or of the United States of
America for the Southern District of New York, in each case
sitting in the Borough of Manhattan, State of New York, (2)
accepts for itself and in respect of its property, generally and
unconditionally, the jurisdiction of those courts and (3)
irrevocably waives any objection, including, without limitation,
any objection to the laying of venue or based on the grounds of
Forum Non Conveniens, which it may now or hereafter have to the
bringing of any legal action in those jurisdictions; provided,
however, that any party may assert in an Action in any other
jurisdiction or venue each mandatory defense, third-party claim
or similar claim that, if not so asserted in such Action, may
thereafter not be asserted by such party in an original Action in
the courts referred to in clause (1) above.
 8.17.  Waiver of Jury Trial.  Each party waives any right to a
trial by jury in any Action to enforce or defend any right under
this Agreement or any amendment, instrument, document or
agreement delivered, or which in the future may be delivered, in
connection with this Agreement and agrees that any Action shall
be tried before a court and not before a jury.
          [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
          IN WITNESS WHEREOF, the parties have executed and
delivered this Agreement as of the date first written above.
                         KENNETH COLE PRODUCTIONS, INC.



                         By:                                  /s/
                         Stanley A. Mayer
                            Name:  Stanley A. Mayer
                            Title: Executive Vice President
                                   and Chief Financial Officer



                         LIZ CLAIBORNE, INC.



                         By:                                  /s/
                         Paul R. Charron
                            Name:  Paul R. Charron
                            Title: Chairman and
                                   Chief Executive Officer
<PAGE>
                          EXHIBIT 10.02



                  REGISTRATION RIGHTS AGREEMENT

                             between

                 KENNETH COLE PRODUCTIONS, INC.

                               and


                       LIZ CLAIBORNE, INC.

                    Dated as of July 20, 1999





                        TABLE OF CONTENTS

                                                             PAGE





1.  DEMAND REGISTRATION RIGHTS.     11


2.  PIGGY-BACK REGISTRATION RIGHTS.     12


3.  REGISTRATION PROVISIONS.     13


4.  BLACKOUT PROVISIONS.     18


5.  TERMINATION PROVISIONS.     18


6.  EXPENSES.     19


7.  INDEMNIFICATION.     20


8.  TRANSFER RESTRICTIONS.     22


9.  EXEMPT SALES.     22


10. MERGER, CONSOLIDATION, EXCHANGE, ETC.     23


11. NOTICES.     23


12. NO WAIVERS; REMEDIES.     24


13. AMENDMENTS, ETC.     24


14. SUCCESSORS AND ASSIGNS.     24


15. GOVERNING LAW.     25


16. COUNTERPARTS; EFFECTIVENESS.     25


17. SEVERABILITY OF PROVISIONS.     25


18. HEADINGS AND REFERENCES.     25


19. ENTIRE AGREEMENT.     25


20. SURVIVAL.     25


21. EXCLUSIVE JURISDICTION.     26


22. WAIVER OF JURY TRIAL.     26


23. AFFILIATE.     26


24. EFFECTIVENESS; TERMINATION.     26




                    REGISTRATION RIGHTS AGREEMENT

     REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of
July 20, 1999, between Kenneth Cole Productions, Inc., a New York
corporation (the "Company"), and Liz Claiborne, Inc., a Delaware
corporation (the "Stockholder").

                        W I T N E S S E T H:

     WHEREAS, pursuant to the terms of that certain Common Stock
Purchase Agreement dated as of the date hereof between the
Stockholder and the Company (the "Common Stock Purchase Agreement"),
the Company is selling to the Stockholder, and the Stockholder is
purchasing from the Company, an aggregate of 1,000,000 shares (the
"Shares") of the Company's Class A Common Stock, $.01 par value per
share; and

     WHEREAS, the Company and the Stockholder desire to enter into
this Agreement to provide for, among other things, the registration
under the Securities Act of 1933, as amended (the "Securities Act"),
of the disposition of the Registrable Shares (as defined below).

     NOW, THEREFORE, in consideration of the foregoing premises and
the mutual covenants and agreements herein contained, and intending
to be legally bound hereby, the Company and the Stockholder hereby
agree as follows:

Demand Registration Rights.
If at any time after the Initial Sale Restriction Termination Date
(as defined in the Common Stock Purchase Agreement) and prior to the
Termination Date (as defined in the Common Stock Purchase Agreement),
the Company shall have received the written request (the "Demand
Registration Notice") of the Stockholder or holders of at least
400,000 Registrable Shares in the aggregate (as such number of shares
may be adjusted in the event of any change in the capital stock of
the Company by reason of stock dividends, split-ups, reverse split-
ups, mergers, recapitalizations, subdivisions, conversions, exchanges
of shares or the like) that have been acquired directly or indirectly
from the Stockholder and to which rights under this Section 1 shall
have been assigned pursuant to Section 14(a) (each such person, when
requesting registration under this Section 1 or under Section 2 and
thereafter in connection with any such registration, being
hereinafter referred to as a "Registering Stockholder"), the Company
shall promptly give written notice of the receipt of such request to
each potential Registering Stockholder and each other person known by
the Company to have rights with respect to the registration under the
Securities Act of the disposition of securities of the Company.  The
Company shall use reasonable best efforts to file as promptly as
practicable but in any event within 45 days after the Company 's
receipt of such Demand Registration Notice a Registration Statement
which includes the Registrable Shares owned by the Registering
Stockholders (all such Registrable Shares collectively, the
"Transaction Registrable Shares") that in each case shall have been
duly specified by such Registering Stockholders by written notice
received by the Company not later than 20 days after the Company
shall have given written notice to the Registering Stockholders
pursuant to this Section 1(a).
If the Registering Stockholders initiating a request for registration
of Registrable Shares pursuant to Section 1(a) shall state in such
written notice that they intend to distribute the Transaction
Registrable Shares covered by their request by means of an
underwritten offering, the Company shall include such information in
the written notice delivered by the Company pursuant to Section 1(a).
The Company shall select the managing underwriter for the offering
and any additional investment bankers and managers to be used in
connection with the offering, in each case with the consent of the
Registering Stockholders holding a majority of the Transaction
Registrable Shares, which consent shall not be unreasonably withheld,
conditioned or delayed.
Notwithstanding anything herein to the contrary:
  the Company shall not be required to prepare and file pursuant to
this Section 1, and the Company shall be entitled not to file and, if
   filed, to withdraw a Registration Statement including less than
  400,000 Transaction Registrable Shares in the aggregate (as such
 number of shares may be adjusted in the event of any change in the
capital stock of the Company by reason of stock dividends, split-ups,
    reverse split-ups, mergers, recapitalizations, subdivisions,
           conversions, exchanges of shares or the like);
  the Company shall not be required to prepare and file pursuant to
  this Section 1 more than two Registration Statements prior to the
                          Termination Date;
the Company shall not be required to prepare and file a Registration
Statement pursuant to this Section 1 during the period from the date
  of filing of a registration statement of the Company involving an
underwritten offering of any Equity Securities of the Company to the
  date that is the earlier of (A) the date of the withdrawal of the
   registration statement or the request to file the registration
statement by the security holder requesting the registration and (B)
    the date that is 90 days following the effective date of the
                       registration statement;
if a requested registration pursuant to this Section 1 shall involve
   an underwritten offering, and if the managing underwriter shall
advise the Company and the Registering Stockholders in writing that,
in its opinion, the number of Transaction Registrable Shares proposed
to be included in the registration is so great as to adversely affect
     the offering, including the price at which the Transaction
 Registrable Shares could be sold, the Company shall include in the
registration the maximum number of securities which it is so advised
    can be sold without the adverse effect, allocated as follows:
   First, all Transaction Registrable Shares duly requested to be
     included in the registration, allocated pro rata among all
   Registering Stockholders on the basis of the relative number of
  Transaction Registrable Shares that each Registering Stockholder
shall have duly requested to be included in the registration or such
    other basis as the Registering Stockholders shall agree; and
Second, any other securities proposed to be registered by the Company
   other than for its own account, including, without limitation,
 securities proposed to be registered by the Company pursuant to the
  exercise by any person other than a Registering Stockholder of a
 "piggy-back" right requesting the registration of shares of Common
 Stock pursuant to an agreement with the Company in existence as of
 the date of this Agreement that expressly provides, in effect, that
the Company is required to include such shares of Common Stock in the
                     Registration Statement; and
before the Registration Statement becomes effective, any Registering
   Stockholder may withdraw from the registration any Transaction
  Registrable Shares owned by the Registering Stockholder; provided
     that, subject to Section 1(c)(1), withdrawal of Transaction
Registrable Shares shall not relieve the Company from its obligations
 under this Agreement with respect to Transaction Registrable Shares
that are not withdrawn from the Registration Statement; and provided
 further that, if Registering Stockholders withdraw all Transaction
Registrable Shares from a registration and pay all expenses incurred
by the Company in connection with such registration, the Registering
  Stockholders shall not be deemed to have requested a registration
         under Section 1 with respect to such registration.
Piggy-Back Registration Rights.
From and after the Sale Restriction Termination Date to and including
the Termination Date, if the Company shall determine to register or
qualify by a registration statement filed under the Securities Act
and under any applicable state securities laws, any Equity Securities
of the Company, whether for its own account or the account of a
holder of Equity Securities of the Company, other than an offering
with respect to which a Registering Stockholder shall have requested
a registration pursuant to Section 1, the Company shall give notice
of such determination to each potential Registering Stockholder and
each other person known by the Company to have rights with respect to
the registration under the Securities Act of the disposition of
securities of the Company.  The Company shall use reasonable best
efforts as promptly as practicable to include in a Registration
Statement the Transaction Registrable Shares that in each case shall
have been duly specified by such Registering Stockholders by written
notice received by the Company not later than 20 days after the
Company shall have given written notice to the Registering
Stockholders pursuant to this Section 2(a).
Notwithstanding anything herein to the contrary:
 the Company shall not be required by this Section 2 to include any
Registrable Shares in (A) a registration statement on Form S-4 or S-8
  (or any successor form) or (B) a registration statement filed in
  connection with an exchange offer or other offering of securities
      solely to the then existing stockholders of the Company;
if a registration pursuant to this Section 2 involves an underwritten
 offering, the Company shall select the managing underwriter for the
  offering and any additional investment bankers and managers to be
used in connection with the offering, and if the managing underwriter
 advises the Company in writing that, in its opinion, the number of
 securities requested to be included in the registration is so great
as to adversely affect the offering, including the price at which the
     securities could be sold, the Company shall include in the
registration the maximum number of securities which it is so advised
    can be sold without the adverse effect, allocated as follows:
 First, all securities proposed to be registered by the Company for
                          its own account;
   Second, all securities proposed to be registered by the Company
   pursuant to the exercise by any person other than a Registering
Stockholder of a "demand" right requesting the registration of shares
of Company Common Stock pursuant to an agreement with the Company in
           existence as of the date of this Agreement; and
Third, any other securities proposed to be registered by the Company
   other than for its own account, including, without limitation,
 Transaction Registrable Shares duly requested to be included in the
registration and securities proposed to be registered by the Company
   pursuant to the exercise by any person other than a Registering
 Stockholder of a "piggy-back" right requesting the registration of
  shares of Company Common Stock pursuant to an agreement with the
 Company, allocated pro rata among all Registering Stockholders and
such other persons on the basis of the relative number of Transaction
    Registrable Shares or other securities that each Registering
Stockholder or other person has duly requested to be included in such
                            registration;
before the Registration Statement becomes effective, any Registering
   Stockholder may withdraw from the registration any Transaction
  Registrable Shares owned by the Registering Stockholder; provided
   that, subject to Section 2(b)(4), the withdrawal of Transaction
Registrable Shares shall not relieve the Company from its obligations
 under this Agreement with respect to Transaction Registrable Shares
       that are not withdrawn from the Registration Statement.
Registration Provisions.
     With respect to each registration pursuant to this Agreement:

Notwithstanding anything herein to the contrary, the Company shall
not be required to include in any registration any of the Registrable
Shares owned by a Registering Stockholder if (1) the distribution of
such Registrable Shares proposed by the Registering Stockholder is
exempt from registration under the Securities Act and all applicable
state securities laws, (2) such Registering Stockholder or any
underwriter of such Registrable Shares shall fail to furnish to the
Company the information in respect of the distribution of such
Registrable Shares that may be required under this Agreement to be
furnished by the Registering Stockholder or the underwriter to the
Company or (3) if such registration involves an underwritten
offering, such Registrable Shares are not included in such
underwritten offering on the same terms and conditions as shall be
applicable to the other securities being sold through underwriters in
the registration or the Registering Stockholder fails to enter into
an underwriting agreement in customary form with the underwriter or
underwriters selected for such underwritten offering.
The Company shall make available for inspection by each Registering
Stockholder participating in the registration, each underwriter of
Transaction Registrable Shares owned by the Registering Stockholder
and their respective accountants, counsel and other representatives
all financial and other records, pertinent corporate documents and
properties of the Company as shall be reasonably necessary to enable
them to exercise their due diligence responsibility in connection
with each registration of Transaction Registrable Shares owned by the
Registering Stockholder, and shall cause the Company's officers,
directors and employees to supply all information reasonably
requested by any such person in connection with such registration;
provided that records and documents which the Company determines, in
good faith, to be confidential and which it notifies such persons are
confidential shall not be disclosed to them, except in each case to
the extent that (1) the disclosure of such records or documents is
necessary to avoid or correct a misstatement or omission in the
Registration Statement or (2) the release of such records or
documents is ordered pursuant to a subpoena or other order from a
court of competent jurisdiction.  Each Registering Stockholder shall,
upon learning that disclosure of any such records or documents is
sought in a court of competent jurisdiction, give notice to the
Company, and allow the Company, at the Company's expense, to
undertake appropriate action and to prevent disclosure of any such
records or documents deemed confidential.
Each Registering Stockholder shall furnish, and shall cause each
underwriter of Transaction Registrable Shares owned by the
Registering Stockholder to be distributed pursuant to the
registration to furnish, to the Company in writing promptly upon the
request of the Company the information regarding the Registering
Stockholder or the underwriter, the contemplated distribution of the
Transaction Registrable Shares and the other information regarding
the proposed distribution by the Registering Stockholder and the
underwriter that shall be required in connection with the proposed
distribution by the applicable securities laws of the United States
of America and the states thereof in which the Transaction
Registrable Shares are contemplated to be distributed.  The
information furnished by any Registering Stockholder or any
underwriter shall be certified by the Registering Stockholder or the
underwriter, as the case may be, and shall be stated to be
specifically for use in connection with the registration.
The Company shall use reasonable best efforts to prepare and file
with the Securities and Exchange Commission as promptly as
practicable the Registration Statement, including the Prospectus, and
each amendment thereof or supplement thereto, under the Securities
Act and as required under any applicable state securities laws, on
the form that is then required or available for use by the Company to
permit each Registering Stockholder, upon the effective date of the
Registration Statement, to use the Prospectus in connection with the
contemplated distribution by the Registering Stockholder of the
Transaction Registrable Shares requested to be so registered.  The
Company shall furnish to each Registering Stockholder drafts of the
Registration Statement and the Prospectus and each amendment thereof
or supplement thereto for its timely review prior to the filing
thereof with the Securities and Exchange Commission, and shall use
its reasonable best efforts to reflect in each such document, when so
filed with the Securities and Exchange Commission, such comments as
the Registering Stockholder reasonably may propose.  If any
Registration Statement refers to any Registering Stockholder by name
or otherwise as the holder of any securities of the Company but such
reference is not required by the Securities Act or any similar
federal statute then in force, then the Registering Stockholder shall
have the right to require, the deletion of such reference.  The
Company shall deliver to each Registering Stockholder, without
charge, such number of copies of the Registration Statement and each
amendment or post-effective amendment thereof and such number of
copies of each document incorporated therein by reference, as the
Registering Stockholder may reasonably may request.  If the
registration shall have been initiated solely by the Company or shall
not have been initiated by a Registering Stockholder, the Company
shall not be obligated to proceed with the registration, and may
withdraw the Registration Statement at any time prior to the
effectiveness thereof, if the Company shall determine not to proceed
with the offering of securities included in the Registration
Statement.  In all other cases, the Company shall use reasonable best
efforts to cause the Registration Statement to become effective as
promptly as practicable and, as soon as practicable after the
effectiveness thereof, shall deliver to each Registering Stockholder
evidence of the effectiveness and such number of copies of the
Prospectus, including any preliminary prospectus, and each amendment
thereof or supplement thereto, as the Registering Stockholder may
reasonably request.  The Company consents to the use by each
Registering Stockholder of each Prospectus and each amendment thereof
and supplement thereto in connection with the distribution, in
accordance with this Agreement, of the Transaction Registrable Shares
owned by the Registering Stockholder.  In addition, the Company shall
qualify or register under the securities laws or blue sky laws of
such states as may be reasonably requested by each Registering
Stockholder with respect to the Transaction Registrable Shares of the
Registering Stockholder that shall have been included in the
Registration Statement, and to continue such registration or
qualification in effect for so long as such registration statement
remains in effect; provided that the Company shall not be obligated
to file any general consent to service of process or to qualify as a
foreign corporation in any state in which it is not subject to
process or qualified as of the date of the request.  The Company
shall advise the Stockholder and each Registering Stockholder in
writing, promptly after the occurrence of any of the following, of
(1) the filing of the Registration Statement or any Prospectus, or
any amendment thereof or supplement thereto, with the Securities and
Exchange Commission, (2) the effectiveness of the Registration
Statement and any post-effective amendment thereto, (3) the receipt
by the Company of any communication from the Securities Exchange
Commission with respect to the Registration Statement or the
Prospectus, or any amendment thereof or supplement thereto,
including, without limitation, any stop order suspending the
effectiveness thereof, any comments with respect thereto and any
requests for amendments or supplements and (4) the receipt by the
Company of any notification with respect to the suspension of the
qualification of Transaction Registrable Shares owned by the
Registering Stockholders for sale in any jurisdiction or the
initiation or threatening of any proceeding for such purpose.
The Company shall use reasonable best efforts to cause the
Registration Statement to remain effective under the Securities Act
and the Prospectus to remain current, including the filing of
necessary amendments, post-effective amendments and supplements, and
shall furnish copies of such amendments, post-effective amendments
and supplements to the Registering Stockholders, so as to permit the
Registering Stockholders to distribute the Transaction Registrable
Shares owned by them in their respective manner of distribution
during their respective contemplated periods of distribution for a
period ending on the earlier of (A)(i) for a Registration Statement
pursuant to Rule 415 under the Securities Act, the date which is six
months after the effective date of such Registration Statement and
(ii) for all other Registration Statements, the date which is 120
days after the effective date of such Registration Statement, and (B)
the date on which all Registrable Securities covered by such
Registration Statement have been sold and the distribution
contemplated thereby has been completed; provided that the period
shall be increased by the number of days that any Registering
Stockholder shall have been required by Section 4 to refrain from
disposing under the registration any of the Transaction Registrable
Shares owned by the Registering Stockholder.  During such respective
contemplated periods of distribution, the Company shall comply with
the provisions of the Securities Act applicable to it with respect to
the disposition of all Transaction Registrable Shares owned by the
Registering Stockholders that shall have been included in the
Registration Statement in accordance with their respective
contemplated manner of disposition by the Registering Stockholders
set forth in the Registration Statement, the Prospectus or the
supplement, as the case may be.
Any obligation of the Company under this Agreement, including any
obligation to use its reasonable best efforts or take such actions as
are reasonably required shall not preclude the Company from taking
any action or omitting to take any action (other than omitting to
file necessary amendments, post-effective amendments and supplements
if a Suspension Notice or Termination Notice is not then in effect
pursuant to Section 4 or Section 5, respectively) that would result
in the Company issuing a Suspension Notice or Termination Notice.
The Company shall notify each Registering Stockholder, at any time
when a prospectus with respect to the Transaction Registrable Shares
owned by the Registering Stockholders is required to be delivered
under the Securities Act, when the Company becomes aware of the
happening of any event as a result of which the Prospectus (as then
in effect) contains any untrue statement of a material fact or omits
to state a material fact necessary to make the statements therein (in
the case of the Prospectus or any preliminary prospectus, in light of
the circumstances under which they were made) not misleading; and, as
promptly as practicable thereafter, but subject to Sections 4 and 5,
the Company shall use reasonable best efforts to prepare and file
with the Securities and Exchange Commission an amendment or
supplement to the Registration Statement or the Prospectus so that,
as thereafter delivered to the purchasers of such Transaction
Registrable Shares, such Prospectus will not contain any untrue
statement of a material fact or omit to state a material fact
necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading.  The
Company also shall notify each Registering Stockholder, when the
Company becomes aware of the occurrence thereof, of the issuance by
the Securities and Exchange Commission of an order suspending the
effectiveness of the Registration Statement; as promptly as
practicable thereafter, but subject to Sections 4 and 5, the Company
shall use reasonable best efforts to obtain the withdrawal of such
order at the earliest possible moment.
If requested by any Registering Stockholder or an underwriter of
Transaction Registrable Shares owned by the Registering Stockholder,
the Company shall as promptly as practicable prepare and file with
the Securities and Exchange Commission an amendment or supplement to
the Registration Statement or the Prospectus containing such
information as the Registering Stockholder or the underwriter
requests to be included therein, including, without limitation,
information with respect to the Transaction Registrable Shares being
sold by the Registering Stockholder to the underwriter, the purchase
price being paid therefor by such underwriter and other terms of the
underwritten offering of the Transaction Registrable Shares to be
sold in such offering.
The Stockholder shall (1) offer to sell or otherwise distribute
Registrable Shares in reliance upon a registration contemplated
pursuant to Section 1 or 2 only (A) if the Stockholder is a
Registering Stockholder and the Registrable Shares are Transaction
Registrable Shares and (B) after the related Registration Statement
shall have been filed with the Securities and Exchange Commission,
(2) sell or otherwise distribute Registrable Shares in reliance upon
such registration only (A) if the Stockholder is a Registering
Stockholder and the Registrable Shares are Transaction Registrable
Shares and (B) the related Registration Statement is then effective
under the Securities Act, (3) not sell or otherwise distribute
Transaction Registrable Shares in reliance upon a registration
contemplated by Section 1 or 2 during any period specified in a
Suspension Notice delivered to the Registering Stockholder pursuant
to Section 4 or after receiving a Termination Notice pursuant to
Section 5 (until the Registering Stockholder shall have received
written notice from the Company pursuant to Section 3(d) that the
registration of such Transaction Registrable Shares is again
effective), (4) distribute Transaction Registrable Shares only in
accordance with the manner of distribution contemplated by the
Prospectus with respect to the Transaction Registrable Shares owned
by the Registering Stockholder and (5) report to the Company
distributions made by the Registering Stockholder of Transaction
Registrable Shares pursuant to the Prospectus.  Each Registering
Stockholder, by participating in a registration pursuant to this
Agreement, acknowledges that the remedies of the Company at law for
failure by the Registering Stockholder to comply with the undertaking
contained in this paragraph (i) would be inadequate and that the
failure would not be adequately compensable in damages and would
cause irreparable harm to the Company, and therefore agrees that
undertakings made by the Registering Stockholder in this paragraph
(i) may be specifically enforced.
If the registration involves an underwritten offering, each
Registering Stockholder shall enter into an underwriting agreement in
customary form with the underwriter or underwriters selected for such
underwritten offering.
If the registration involves an underwritten offering, the Company
shall enter into an underwriting agreement in customary form with the
underwriter or underwriters selected for such underwriting and shall
deliver to each Registering Stockholder, its counsel and each
underwriter of Transaction Registrable Shares owned by the
Registering Stockholders to be distributed pursuant to such
registration, the certificates, opinions of counsel and comfort
letters that are customarily delivered in connection with
underwritten offerings.
Before sales of Transaction Registrable Shares under a Registration
Statement, the Company shall cooperate with each Registering
Stockholder and each underwriter of Transaction Registrable Shares
owned by the Registering Stockholder to facilitate the timely
preparation and delivery of certificates (not bearing any restrictive
legends) representing the Transaction Registrable Shares to be sold
under the Registration Statement and to enable such Transaction
Registrable Shares to be in such denominations and registered in such
names as the Registering Stockholder or the underwriter may request.
The Company shall use reasonable best efforts to (1) comply with all
applicable rules and regulations of the Securities and Exchange
Commission, and (2) make available to its securityholders, as soon as
reasonably practicable, an earning statement covering the period of
at least twelve months, but not more than eighteen months, beginning
with the first calendar month after the effective date of the
Registration Statement, which earning statement shall satisfy the
provisions of Section 11(a) of the Securities Act.
The Company shall use reasonable best efforts to cause the
Transaction Registrable Shares to be listed on each national
securities exchange on which Company Common Stock shall then be
listed, if any, and to be qualified for inclusion in the
NASDAQ/National Market, as the case may be, if Company Common Stock
is then so qualified, and in each case if the listing or inclusion of
the Transaction Registrable Shares is then permitted under the rules
of such national securities exchange or the NASD, as the case may be.
For the purposes of this Agreement, the following terms shall have
the following meanings:
"Beneficial Owner" has the meaning given to it in Section 13(d)(3) of
     the Exchange Act and the rules and regulations promulgated
                             thereunder;
 "Business Day" means any day excluding Saturday, Sunday and any day
 which is a legal holiday under the laws of the State of Colorado or
  is a day on which banking institutions located in such state are
authorized or required by law or other governmental action to close;
"Equity Securities" of a person means the capital stock of the person
    and all other securities convertible into or exchangeable or
   exercisable for any shares of its capital stock, all rights or
    warrants to subscribe for or to purchase, all options for the
 purchase of, and all calls, commitments or claims of any character
   relating to, any shares of its capital stock and any securities
   convertible into or exchangeable or exercisable for any of the
                             foregoing;
"Exchange Act" means the Securities Exchange Act of 1934, as amended;
  "Prospectus" means (A) the prospectus relating to the Transaction
Registrable Shares owned by the Registering Stockholders included in
    a Registration Statement, (B) if a prospectus relating to the
Transaction Registrable Shares shall be filed with the Securities and
 Exchange Commission pursuant to Rule 424 (or any similar provision
then in force) under the Securities Act, such prospectus, and (C) in
the event of any amendment or supplement to the prospectus after the
effective date of the Registration Statement, then from and after the
effectiveness of the amendment or the filing with the Securities and
 Exchange Commission of the supplement, the prospectus as so amended
                          or supplemented;
 "Registrable Shares" means the Shares and any stock of the Company
issued as a result of or in connection with a dividend, stock split,
      reverse stock split, share combination, recapitalization,
    reclassification or other distribution with respect to, or in
           exchange for or in replacement of, the Shares.
"Registration Statement" means (A) a registration statement filed by
 the Company in accordance with Section 3(d), including exhibits and
 financial statements thereto, in the form in which it shall become
 effective, the documents incorporated by reference therein pursuant
  to Item 12 of Form S-3 (or any similar provision or forms then in
 force) under the Securities Act and information deemed to be a part
of such registration statement pursuant to paragraph (B) of Rule 430A
(or any similar provision then in force) and (B) in the event of any
   amendment thereto after the effective date of the registration
 statement, then from and after the effectiveness of the amendment,
            the registration statement as so amended; and
  information "contained", "included" or "stated" in a Registration
   Statement or a Prospectus (or other references of like import)
           includes information incorporated by reference.
Blackout Provisions.
Notwithstanding anything in this Agreement to the contrary, by
delivery of written notice to any of the Registering Stockholders and
the other holders of Registrable Shares (a "Suspension Notice"),
stating which one or more of the following limitations described in
Section 4(b) shall apply to the addressee of such Suspension Notice,
the Company may (1) postpone effecting a registration under this
Agreement, or (2) require such addressee to refrain from disposing of
Transaction Registrable Shares under the registration, in either case
for a no more than 60 consecutive days from the delivery of such
Suspension Notice (which period may not be extended or renewed).
The Company may postpone effecting a registration or apply to any
person specified in clause (2) of Section 4(a) any of the limitations
on dispositions specified in such clause if (1) the Company in good
faith determines that such registration or disposition would
materially impede, delay or interfere with any material financing,
offer or sale of Equity Securities or debt securities of the Company,
acquisition, disposition or other material transaction by the Company
or any of its material subsidiaries, (2) an investment banking firm
of recognized national standing shall advise the Company in writing
that effecting the registration or the disposition by such person of
Registrable Shares or other Equity Securities of the Company, as the
case may be, would materially and adversely affect an offering of
Equity Securities of the Company, by the Company for its own account
the preparation of which had then been commenced, or (3) the Company
in good faith determines that the Company is in possession of
material non-public information the disclosure of which during the
period specified in such notice the Company reasonably believes would
not be in the best interests of the Company; provided that the
Company may not take any action pursuant to this Section 4 for a
period of time in excess of 90 days in any one year period.
If the Company shall take any action pursuant to clause 2 of Section
4(a) with respect to any Registering Stockholder or other holder of
Registrable Shares in a period during which the Company shall be
required under Section 3(e) to cause the Registration Statement to
remain effective under the Securities Act and the Prospectus to
remain current, such period shall be extended for such person by one
day beyond the end of such period for each day that, pursuant to
Section 4(a), the Company shall require such person to refrain from
disposing of Transaction Registrable Shares owned by such person.
If the Company shall take any action pursuant to clause 1 of Section
4(a) with respect to a Registering Stockholder or other holder of
Registrable Shares, then the period during which the Registering
Stockholder may exercise its rights under Sections 1 and 2 shall be
extended by one day beyond the Termination Date for each day that,
pursuant to Section 4(a), the Company shall postpone effecting a
registration under this Agreement.
Termination Provisions.
Notwithstanding anything in this Agreement to the contrary, if, in
the opinion of counsel for the Company, there shall have arisen any
legal impediment to the offering of Transaction Registrable Shares
pursuant to this Agreement or if any legal action or administrative
proceeding shall have been instituted or any other claim shall have
been made relating to the registration or the offer made by the
related prospectus or against any of the parties involved in the
offering, the Company may at any time upon written notice (a
"Termination Notice") to each Registering Stockholder participating
in the registration (1) terminate the effectiveness of the related
Registration Statement or (2) withdraw from the Registration
Statement the Transaction Registrable Shares owned by the Registering
Stockholder; provided that, promptly after those matters shall be
resolved to the satisfaction of counsel for the Company, then the
Company shall notify each affected Registering Stockholder in writing
that such matters have been resolved and, pursuant to Section 1 or 2,
as the case may be, shall, upon the written direction of such
affected Registering Stockholder and subject to the limitations in
Section 1(c) or elsewhere herein, cause the registration of
Transaction Registrable Shares formerly covered by the Registration
Statement that were removed from registration by the action of the
Company.
If the Company shall take any action pursuant to Section 5(a) with
respect to a Registering Stockholder or other holder of Registrable
Shares, then the period during which the Registering Stockholder may
exercise its rights under Sections 1 and 2 shall be extended by one
day beyond the Termination Date for a number of days equal to (1) the
number of days during which the Company shall be required under
Section 3(e) to cause the Registration Statement to remain effective
under the Securities Act and the Prospectus to remain current minus
(2) the number of days during which the Registration Statement was
effective before the date of the action taken pursuant to Section
5(a).
Expenses.
Each of the Company on the one hand and the Registering Stockholders
on the other hand shall pay one-half of all Company Registration
Expenses (as defined below) incurred in connection with the
performance of the Company's obligations under Section 1 hereof with
respect to the preparation and filing of the first demand
Registration Statement, whether or not such Registration Statement
shall become effective.  The Registering Stockholders shall pay all
Company Registration Expenses incurred in connection with the
performance of the Company's obligations under Section 1 hereof with
respect to the preparation and filing of a second demand Registration
Statement, whether or not such Registration Statement shall become
effective.
With respect to any registration pursuant to Section 2 hereof, the
Company shall pay all Company Registration Expenses incurred in
connection with the performance of the Company's obligations under
such Section less the Incremental Amount (as defined below) related
thereto.  The Registering Stockholders shall pay the Incremental
Amount with respect to such registration.
The Registering Stockholders shall bear all other expenses incident
to the distribution by the respective Registering Stockholders of the
Transaction Registrable Shares owned by them in connection with a
registration pursuant to this Agreement, including, without
limitation, the selling expenses of the Registering Stockholders,
commissions, underwriting discounts, insurance and fees of counsel
for the Registering Stockholders.
"Company Registration Expenses" means, with respect to any
registration hereunder, all expenses (other than underwriting
discounts and commissions) incurred in connection with the
performance of the Company's obligations hereunder with respect to
such registration, whether or not any related Registration Statement
shall become effective, including, without limitation:
   preparing, printing and filing each Registration Statement and
  Prospectus and each qualification or notice required to be filed
under federal and state securities laws or the rules and regulations
of the National Association of Securities Dealers, Inc. (the "NASD")
    in connection with a registration pursuant to Section 1 or 2;
all fees and expenses of complying with federal and state securities
           laws and the rules and regulations of the NASD;
 furnishing to each Registering Stockholder such number of copies of
 the related Registration Statement and the number of copies of the
related Prospectus that may be required by Sections 3(d) and 3(e) to
   be so furnished, together with a like number of copies of each
         amendment, post-effective amendment or supplement;
   performing its obligations under Sections 3(d), 3(e) and 3(k);
   printing and issuing share certificates, including the transfer
agent's and registrar's fees, in connection with each distribution so
                             registered;
preparing audited financial statements required by the Securities Act
   and the rules and regulations thereunder to be included in the
Registration Statement and preparing audited financial statements for
use in connection with the registration other than audited financial
     statements required by the Securities Act and the rules and
regulations thereunder, including fees and expenses of the Company's
 outside independent accountants (including any fees and expenses in
 connection with any comfort letters and any special audits incident
        to or required by any registration or qualification);
internal expenses of the Company (including, without limitation, all
salaries and expenses of its officers and employees performing legal
                       or accounting duties);
 listing of the Registrable Shares on national securities exchanges
   and inclusion of the Registrable Shares on the NASDAQ/National
                             Market; and
 fees and expenses of any special experts retained by the Company in
connection with the registration, including fees and disbursements of
                   the Company's outside counsel.
"Incremental Amount" means, with respect to any registration pursuant
to Section 2 hereof, the incremental amount by which the Company
Registration Expenses increase by reason of including Transaction
Registrable Shares in such registration.
Indemnification.
The Company shall indemnify and hold harmless each Registering
Stockholder participating in a registration pursuant to this
Agreement, each underwriter of Transaction Registrable Shares owned
by the Registering Stockholder to be distributed pursuant to the
registration, each partner in the Registering Stockholder, the
officers and directors of the Registering Stockholder and the
underwriter and each person, if any, who controls the Registering
Stockholder, any partner in the Registering Stockholder or the
underwriter within the meaning of Section 15 (or any successor
provision) of the Securities Act, and their respective successors,
against all claims, losses, damages and liabilities to third parties
(or actions in respect thereof) arising out of or based on any untrue
statement (or alleged untrue statement) of a material fact contained
in the Registration Statement or the Prospectus or other document
incident thereto or any omission (or alleged omission) to state
therein a material fact required to be stated therein or necessary to
make the statements therein not misleading, and shall reimburse each
such Registering Stockholder and each other person indemnified
pursuant to this Section 7(a) for any legal and any other expenses
reasonably incurred in connection with investigating or defending any
such claim, loss, damage, liability or action; provided that the
Company shall not be liable in any case to the extent that any such
claim, loss, damage or liability arises out of or is based on any
untrue statement or omission based upon written information furnished
to the Company by the Registering Stockholder or the underwriter of
such Transaction Registrable Shares specifically for use in the
Registration Statement or the Prospectus.
Each Registering Stockholder, by participating in a registration
pursuant to this Agreement, thereby agrees to indemnify and to hold
harmless the Company and its officers and directors and each person,
if any, who controls any of them within the meaning of Section 15 (or
any successor provision) of the Securities Act, and their respective
successors, against all claims, losses, damages and liabilities to
third parties (or actions in respect thereof) arising out of or based
upon any untrue statement (or alleged untrue statement) of a material
fact contained in the Registration Statement or the Prospectus or
other document incident thereto or any omission (or alleged omission)
to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, and shall
reimburse the Company and each other person indemnified pursuant to
this Section 7(b) for any legal and any other expenses reasonably
incurred in connection with investigating or defending any such
claim, loss, damage, liability or action; provided that (x) this
Section 7(b) shall apply only if (and only to the extent that) the
statement or omission was made in reliance upon and in conformity
with information furnished to the Company in writing by the
Registering Stockholder specifically for use in the Registration
Statement or the Prospectus and (y) in no event shall the liability
of a Registering Stockholder under this Section 7 exceed the amount
of the gross proceeds paid to the Registering Stockholder in
consideration of the sale of Transaction Registrable Shares pursuant
to such registration.
If any action or proceeding (including any governmental investigation
or inquiry) shall be brought, asserted or threatened against any
person indemnified under this Section 7, the indemnified person shall
promptly notify the indemnifying party in writing, and the
indemnifying party shall assume the defense of the action or
proceeding, including the employment of counsel satisfactory to the
indemnified person and the payment of all expenses.  The indemnified
person shall have the right to employ separate counsel in any action
or proceeding and to participate in the defense of the action or
proceeding, but the fees and expenses of that counsel shall be at the
expense of the indemnified person unless:
   the indemnifying party shall have agreed to pay those fees and
                            expenses; or
the indemnifying party shall have failed to assume the defense of the
     action or proceeding or shall have failed to employ counsel
 reasonably satisfactory to the indemnified person in the action or
                           proceeding; or
    the named parties to the action or proceeding (including any
   impleaded parties) include both the indemnified person and the
   indemnifying party, and the indemnified person shall have been
   advised by counsel that there may be one or more legal defenses
   available to the indemnified person that are different from or
  additional to those available to the indemnifying party (in which
 case, if the indemnified person notifies the indemnifying party in
 writing that it elects to employ separate counsel at the expense of
  the indemnifying party, the indemnifying party shall not have the
right to assume the defense of such action or proceeding on behalf of
   the indemnified person; it being understood, however, that the
 indemnifying party shall not, in connection with any one action or
 proceeding or separate but substantially similar or related actions
   or proceedings in the same jurisdiction arising out of the same
 general allegations or circumstances, be liable for the reasonable
fees and expenses of more than one separate firm of attorneys at any
 time for the indemnified person, which firm shall be designated in
                 writing by the indemnified person).
The indemnifying party shall not be liable for any settlement of any
action or proceeding effected without its written consent, but if
settled with its written consent, or if there be a final judgment for
the plaintiff in any such action or proceeding, the indemnifying
party shall indemnify and hold harmless the indemnified person from
and against any loss or liability by reason of the settlement or
judgment.

If the indemnification provided for in this Section 7 is unavailable
to an indemnified person (other than by reason of exceptions provided
in this Section 7) in respect of losses, claims, damages, liabilities
or expenses referred to in this Section 7, then each applicable
indemnifying party, in lieu of indemnifying the indemnified person,
shall contribute to the amount paid or payable by the indemnified
person as a result of the losses, claims, damages, liabilities or
expenses in such proportion as is appropriate to reflect the relative
fault of the indemnifying party on the one hand and of the
indemnified person on the other in connection with the statements or
omissions which resulted in the losses, claims, damages, liabilities
or expenses as well as any other relevant equitable considerations.
The relative fault of the indemnifying party on the one hand and of
the indemnified person on the other shall be determined by reference
to, among other things, whether the untrue or alleged untrue
statement of a material fact or the omission or alleged omission to
state a material fact relates to information supplied by the
indemnifying party or by the indemnified person and by these persons'
relative intent, knowledge, access to information and opportunity to
correct or prevent such statement or omission.  The parties agree
that it would not be just and equitable if contribution pursuant to
this Section 7(d) were determined by pro rata allocation or by any
other method of allocation that does not take into account the
equitable considerations referred to in the immediately preceding
sentence.  The amount paid or payable by a person as a result of the
losses, claims, damages, liabilities and expenses shall be deemed to
include any legal or other fees or expenses reasonably incurred by
the person in connection with investigating or defending any action
or claim.  Notwithstanding in the foregoing to the contrary, no
Registering Stockholder or underwriter of Transaction Registrable
Shares owned by the Registering Stockholder shall be required to
contribute any amount in excess of the amount by which (1) in the
case of the Registering Stockholder, the gross proceeds paid to the
Registering Stockholder in consideration of the sale pursuant to the
registration of Transaction Registrable Shares owned by it or (2) in
the case of the underwriter, the total price at which such
Transaction Registrable Shares purchased by it and distributed to the
public were offered to the public exceeds, in any such case, the
amount of any damages that the Registering Stockholder or
underwriter, as the case may be, has otherwise been required to pay
by reason of any untrue or alleged untrue statement or omission.  No
person guilty of fraudulent representation (within the meaning of
Section 11(f) of the Securities Act) shall be entitled to
contribution from any person who is not guilty of such fraudulent
misrepresentation.
Each Registering Stockholder participating in a registration pursuant
to Section 1 shall cause each underwriter of any Transaction
Registrable Shares owned by the Registering Stockholder to be
distributed pursuant to the registration to agree in writing on terms
reasonably satisfactory to the Company to indemnify and to hold
harmless the Company and its officers and directors and each person,
if any, who controls any of them within the meaning of Section 15 (or
any similar provision then in force) of the Securities Act, and their
respective successors, against all claims, losses, damages and
liabilities to third parties (or actions in respect thereof) arising
out of or based upon any untrue statement (or alleged untrue
statement) of a material fact contained in the Registration Statement
or the Prospectus or other document incident thereto or any omission
(or alleged omission) to state therein a material fact required to be
stated therein or necessary to make the statements therein not
misleading, and to reimburse the Company and each other person
indemnified pursuant to the agreement for any legal or any other
expense reasonably incurred in connection with investigating or
defending any claim, loss, damage, liability or action; provided that
the agreement shall apply only if (and only to the extent that) the
statement or omission was made in reliance upon and in conformity
with information furnished to the Company in writing by the
underwriter specifically for use in the Registration Statement or the
Prospectus.
Transfer Restrictions.
     The Stockholder agrees that before any sale or other disposition
of any Registrable Shares other than in a sale registered under the
Securities Act or pursuant to Rule 144 (or any similar provisions
then in force) under the Securities Act (unless the Company shall
have been advised by counsel that the sale does not meet the
requirements of Rule 144, as the case may be, for such sale), it will
deliver to the Company an opinion of counsel, in form and substance
reasonably satisfactory to the Company, to the effect that
registration of such sale or other distribution is unnecessary.

Exempt Sales.
The Company shall make all filings with the Securities and Exchange
Commission required by Rule 144(c) (or any similar provision then in
force) under the Securities Act to permit the sale of Registrable
Shares by any holder thereof (other than an Affiliate of the Company)
to satisfy the conditions of Rule 144 (or any similar provision then
in force).  The Company shall, promptly upon the written request of
the holder of Registrable Shares, deliver to such holder a written
statement as to whether the Company has complied with all such filing
requirements.
Before sales of Registrable Shares proposed to be sold pursuant to an
exemption from the registration requirements of the Securities Act,
the Company shall, subject to Section 8(c), cooperate with the holder
of such Registrable Shares, to facilitate the timely preparation and
delivery of certificates (not bearing any restrictive legends)
representing such Registrable Shares, in connection with the closing
of the sales and to enable such Registrable Shares, to be in such
denominations and registered in such names as the holder may request.
Merger, Consolidation, Exchange, Etc.
     In the event, directly or indirectly, (1) the Company shall
merge with and into, or consolidate with, any other person or (2) any
person shall merge with and into, or consolidate with, the Company
and the Company shall be the surviving corporation of such merger or
consolidation and, in connection with such merger or consolidation,
all or part of the Registrable Shares shall be changed into or
exchanged for stock or other securities of any other person, then, in
each such case, proper provision shall be made so that the surviving
corporation shall be bound by the provisions of this Agreement and
the term the "Company" shall thereafter be deemed to refer to such
surviving corporation.

Notices.
     All notices, requests and other communications to any party
under this Agreement shall be in writing.  Communications may be made
by telecopy or similar writing.  Each communication shall be given to
the party at its address set forth below or at any other address as
the party may specify for this purpose by notice to the other party.
Each communication shall be effective (1) if given by telecopy, when
the telecopy is transmitted to the proper address and the receipt of
the transmission is confirmed, (2) if given by mail, 72 hours after
the communication is deposited in the mails properly addressed with
first class postage prepaid or (3) if given by any other means, when
delivered to the proper address and a written acknowledgment of
delivery is received.

     If to the Company, to:
                    Kenneth Cole Productions, Inc.
                    152 West 57th Street
                    New York, NY  10019
                    Attention:  Mr. Stanley A. Mayer
                      Executive Vice President
                      and Chief Financial Officer
                    Telecopy:  (201) 583-8577

               and with additional copies to:

                    Patrice F. Cohen, Esq.
                    General Counsel
                    152 West 57th Street
                    New York, NY  10019
                    Telecopy:  (201) 583-8588

                    and

                    Daniel D. Rubino, Esq.
                    Willkie Farr & Gallagher
                    787 Seventh Avenue
                    New York, NY  10019
                    Telecopy:  (212) 728-8111

     If to the Purchaser, to:
                    Liz Claiborne, Inc.
                    One Claiborne Avenue
                    North Bergen, NJ  07045
                    Attention:  Mr. Richard F. Zannino
                      Senior Vice President - Finance
                      and Administration and
                      Chief Financial Officer
                    Telecopy:  (212) 626-1888

               and with additional copies to:

                    Roberta S. Karp, Esq.
                      Vice President - Corporate Affairs
                      and General Counsel
                    Liz Claiborne, Inc.
                    One Claiborne Avenue
                    North Bergen, NJ  07045
                    Telecopy:  (201) 295-7803

                    and

                    Kramer Levin Naftalis & Frankel LLP
                    919 Third Avenue
                    New York, NY  10022
                    Attention:  Paul S. Pearlman, Esq.
                    Telecopy:  (212) 715-8000

No Waivers; Remedies.
     No failure or delay by any party in exercising any right, power
or privilege under this Agreement shall operate as a waiver of the
right, power or privilege.  A single or partial exercise of any
right, power or privilege shall not preclude any other or further
exercise of the right, power or privilege or the exercise of any
other right, power or privilege.  The rights and remedies provided in
this Agreement shall be cumulative and not exclusive of any rights or
remedies provided by law.

Amendments, Etc.
     No amendment, modification, termination or waiver of any
provision of this Agreement, and no consent to any departure by a
party to this Agreement from any provision of this Agreement, shall
be effective unless it shall be in writing and signed and delivered
by the other party to this Agreement, and then it shall be effective
only in the specific instance and for the specific purpose for which
it is given.

Successors and Assigns.
Each holder of Registrable Shares may assign to any permitted
transferee of Registrable Shares under the Common Stock Purchase
Agreement, its rights and delegate to the transferee its obligations
under this Agreement including, without limitation, the rights of
assignment pursuant to this Section 14; provided that (1) any
assignment of rights under Section 1 of one or more demand
registration right must indicate in writing the number of demand
rights so assigned and the Company must receive notice of such
assignment and (2) such transferee shall accept such rights and
assume such obligations for the benefit of the Company by written
instrument, in form and substance reasonably satisfactory to the
Company.  Thereafter, without any further action by any person, all
references in this Agreement to the holder of such Registrable
Shares, and all comparable references, shall be deemed to be
references to the transferee, and the transferor shall be released
from each obligation or liability under this Agreement, with respect
to the Registrable Shares so transferred.
The provisions of this Agreement shall be binding upon and inure to
the benefit of the parties to this Agreement, the express
beneficiaries thereof and their respective permitted heirs,
executors, legal representatives, successors and assigns, and no
other person.
Governing Law.
     This Agreement shall be governed by and construed in accordance
with the internal laws of the State of New York, without regard to
principles of conflicts of law.

Counterparts; Effectiveness.
     This Agreement may be signed in any number of counterparts, each
of which shall be an original, with the same effect as if all
signatures were on the same instrument.

Severability of Provisions.
     Any provision of this Agreement that is prohibited or
unenforceable in any jurisdiction shall, as to that jurisdiction, be
ineffective to the extent of the prohibition or unenforceability
without invalidating the remaining provisions of this Agreement or
affecting the validity or enforceability of the provision in any
other jurisdiction.

Headings and References.
     Section headings in this Agreement are included for the
convenience of reference only and do not constitute a part of this
Agreement for any other purpose.  References to parties, express
beneficiaries and sections in this Agreement are references to the
parties to or the express beneficiaries and sections of this
Agreement, as the case may be, unless the context shall require
otherwise.

Entire Agreement.
     This Agreement and the Common Stock Purchase Agreement embody
the entire agreement and understanding of the parties and supersedes
all prior agreements or understandings with respect to the subject
matters thereof.

Survival.
     Except as otherwise specifically provided in this Agreement,
each representation, warranty or covenant of each party contained in
to this Agreement shall remain in full force and effect,
notwithstanding any investigation or notice to the contrary or any
waiver by the other party of a related condition precedent to the
performance by such other party of an obligation under this
Agreement.

Exclusive Jurisdiction.
     Each party (1) agrees that any action, complaint, counterclaim,
investigation, petition, suit or other proceeding, whether civil or
criminal, in law or in equity, or before any arbitrator, court or
governmental authority (each, an "Action"), with respect to this
Agreement or any transaction contemplated by this Agreement shall be
brought exclusively in the courts of the State of New York or of the
United States of America for the Southern District of New York, in
each case sitting in the Borough of Manhattan, State of New York, (2)
accepts for itself and in respect of its property, generally and
unconditionally, the jurisdiction of those courts and (3) irrevocably
waives any objection, including, without limitation, any objection to
the laying of venue or based on the grounds of forum non conveniens,
which it may now or hereafter have to the bringing of any legal
action in those jurisdictions; provided, however, that any party may
assert in an Action in any other jurisdiction or venue each mandatory
defense, third-party claim or similar claim that, if not so asserted
in such Action, may thereafter not be asserted by such party in an
original Action in the courts referred to in clause (1) above.

Waiver of Jury Trial.
     Each party waives any right to a trial by jury in any Action to
enforce or defend any right under this Agreement or any amendment,
instrument, document or agreement delivered, or which in the future
may be delivered, in connection with this Agreement and agrees that
any Action shall be tried before a court and not before a jury.

Affiliate.
     Nothing contained in this Agreement shall constitute Stockholder
or any Registering Stockholder an "affiliate" of any of the Company
and its Subsidiaries within the meanings of the Securities Act or the
Exchange Act, respectively, including, without limitation, Rule 501
under the Securities Act and Rule 13e-3 under the Exchange Act.

Effectiveness; Termination.
     This Agreement shall only become effective upon the closing of
the transactions contemplated by the Common Stock Purchase Agreement
and shall automatically terminate and be of no force or effect upon
the termination of the Common Stock Purchase Agreement in accordance
with its terms.

     IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed by their respective authorized officers as of the date first
written above.

                         KENNETH COLE PRODUCTIONS, INC.



                         By:                                  /s/
                         Stanley A. Mayer
                            Name:  Stanley A. Mayer
                            Title: Executive Vice President
                                   and Chief Financial Officer



                         LIZ CLAIBORNE, INC.



                         By:                                  /s/
                         Paul R. Charron
                            Name:  Paul R. Charron
                            Title: Chairman and
                                   Chief Executive Officer


<PAGE>
EXHIBIT 10.03








License Agreement


By and Between



                           K.C.P.L., INC.


                                 and



                            L.C.K.C., LLC

                         Women's Sportswear



Dated as of the 20TH day of July, 1999




Portions of this exhibit have been omitted pursuant to a request for
confidential treatment and have been file separately with the
Securities and Exchange Commission.

Such portions are designated by "*".





TABLE OF CONTENTS

1.   GRANT OF LICENSE . . . . . . . . . . . . . . . . . . . . . . . .
 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
 . . . . . . . .Page 2

2.   TERM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
 . . . . . . . . . . . .. . . . Page 6

3.   DESIGN PROCESS . . . . . . . . . . . . . . . . . . . . . . . . .
     . . . . . . . . . . . . . . . . . . . . . . . .  . . . . . . . . . .
     . . . . . . . . . . Page 7

4.   MANUFACTURE OF ARTICLES: QUALITY CONTROL . . . . . . . . . . . .
     . . . . . .  . . . . . . . . . . . . . . . . . . Page 9

5.   APPROVALS . . . . . . . . . . . . . . . . . . . . . . . . . . .
     . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
     . . . . . . . . . . . . . Page 12

6.   ADVERTISING; SHOWROOM . . . . . . . . . . . . . . . . . . . . .
     . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
     . . . . Page 12

7.   GUARANTEED MINIMUM ROYALTY AND
                   GUARANTEED MINIMUM NET SALES . . . . . . . . . . .
 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
 . . . . . Page 15

8.   SALES ROYALTY . . . . . . . . . . . . . . . . . . . . . . . . .
     . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
     . . . . . . . . . . . Page 17

9.   SALES STATEMENT. . . . . . . . . . . . . . . . . . . . . . . . .
     . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
     . . . . . . . . . Page 18

10.  BOOKS AND RECORDS; AUDITS. . . . . . . . . . . . . . . . . . . .
     . . . . . . . . . . . . . . . . . .  . . . . . . . . . . . . . . . .
     . . .  Page 19

11.  THE LICENSED MARK; COPYRIGHT; PATENT. . . . . . . . . . . . . .
     . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  Page 19

12.  INDEMNITY; INSURANCE . . . . . . . . . . . . . . . . . . . . . .
     . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
     . . . . . .  Page 22

13.  DEFAULTS. . . . . . . . . . . . . . . . . . . . . . . . . . . .
     . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
     . . . .  . . . . . . . . . .  Page 23

14.  RIGHTS ON EXPIRATION OR TERMINATION. . . . . . . . . . . . . . .
     . . . . . . . . . . . .  . . . . . . . . . . . . . . . . . .  Page 25

15.  NOTICE. . . . . . . . . . . . . . . . . . . . . . . . . . . . .
     . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
     . . . . . . . . . . . . . . .. .  Page 26

16.  ASSIGNABILITY; BINDING EFFECT. . . . . . . . . . . . . . . . . .
     . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
     .   Page 26

17.  ARBITRATION. . . . . . . . . . . . . . . . . . . . . . . . . . .
     . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
     . . . . . . . . . . . .  Page 27

18.  MISCELLANEOUS. . . . . . . . . . . . . . . . . . . . . . . . . .
     . . . . . . . . . . . . . . . . . . . . . . . .  . . . . . . . . . .
     . . . . . . . . . . . Page 28

19.  EXHIBIT "1" . . . . . . . . . . . . . . . . . . . . . . . . . .
     . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
     . . . . . . . . . . . . . . . Page 32

20.  EXHIBIT "2" . . . . . . . . . . . . . . . . . . . . . . . . . .
     . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
     . . . . . . . . . . . . . . . Page 33

21.           SCHEDULE A . . . . . . . . . . . . . . . . . . . . . .
 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
 . . .  . . . . . . . . . . . . . . . .Page 34

22.           SCHEDULE B . . . . . . . . . . . . . . . . . . . . . .
 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
 . . . . . . . . . . . . . . . . . . . .Page 35

23.           SCHEDULE C . . . . . . . . . . . . . . . . . . . . . .
 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
 . . . . . . . . . . . . . . . . . . .  Page 36

24.  SCHEDULE D . . . . . . . . . . . . . . . . . . . . . . . . . . .
     . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
     . . . . . . . . . . . . . . . Page  37

25.           SCHEDULE E . . . . . . . . . . . . . . . . . . . . . .
 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
 . . . . . . . . . . . . . . . . . . . . Page 38

26.          SCHEDULE F . . . . . . . . . . . . . . . . . . . . . . .
 . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . .
 . . . . . . . . . . . . . . . . . . . . .Page 39

27.    SCHEDULE G . . . . . . . . . . . . . . . . . . . . . . . . . .
   . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . .  . . . .
   . . . . . . . . . . . . . . . . .Page 40

28.         SCHEDULE H . . . . . . . . . . . . . . . . . . . . . . .
 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
 . . . . . . . . . . . . . . . . . . . . Page 41

29.         SCHEDULE I . . . . . . . . . . . . . . . . . . . . . . .
 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
 . . . . . . . . . . . . . . . . . . . . . Page 42






     THIS LICENSE AGREEMENT (the "Agreement") made as of the 1st day
of July, 1999, by and between K.C.P.L., INC., a Delaware corporation
with  offices at 152 West 57th Street, New York, New  York  10019
("Licensor"),  and  L.C.K.C., LLC, a Delaware  limited  liability
corporation with offices at One Claiborne Avenue, North Bergen, New
Jersey 07047 ("Licensee").

     WHEREAS, Licensor is exclusive owner of all right, title and
interest in and to the tradenames, trademarks and service marks as
are  now or as may be hereinafter designated by Licensor  as  the
Licensed Marks (as such term is hereinafter defined); and

      WHEREAS, it is the desire and intention of the parties that
Licensee  be  permitted to use the Licensed Marks throughout  the
Territory (as such term is hereinafter defined); and

     WHEREAS, Licensee has submitted to Licensor a financial model
relative to this Agreement (the "Financial Plan") which Financial
Plan contained a proposed customer list and an aggregate door plan
for the distribution of Articles, as such term is hereinafter defined
(the "Customer/Door Plan"). Licensor has accepted said Customer/Door
Plan, subject to all the terms, covenants and provisions of  this
Agreement.   Said Financial Plan is the economic basis  on  which
Licensee has agreed to enter into this Agreement.

      NOW,  THEREFORE,  in consideration of the mutual  covenants
hereinafter set forth, Licensor and Licensee do hereby respectively
grant, covenant and agree as follows:

1.            GRANT OF LICENSE

               1.1(a)  Licensor hereby grants to Licensee, during the
term of this Agreement, an exclusive license only throughout  the
United States, its territories and possessions, Canada and  other
jurisdictions in North America, Central America,  South America and
the  Caribbean as specifically provided in Schedule "A"  attached
hereto and made part hereof (collectively the "Territory") to use the
marks  "KENNETH COLE", "KENNETH COLE NEW YORK", "REACTION KENNETH
COLE", and "UNLISTED.COM" (each individually a "Licensed Mark" and
collectively  the  "Licensed Marks")  and  any  other  component,
variation, simulation, derivation or abbreviation of the Licensed
Marks   in   connection   with  the  manufacture,    advertising,
merchandising, marketing, distribution and sale solely of women's
sportswear  in  all knit and woven fabrications, as  specifically
provided  in  Schedule "B" attached hereto and made  part  hereof
("Products") in misses, petite, large and junior sizes; provided,
however,  with  respect to large sizes only, the introduction  of
Products  in  large sizes shall be subject to the parties  hereto
mutually  agreeing on a Business Plan.  Said Business Plan  shall
include projections for minimum annual Net Sales, as such term is
hereinafter  defined,  attributable  to  such  large  sizes,  and
accordingly,  the Guaranteed Minimum Net Sales, as such  term  is
hereinafter defined,  and the Net Sales thresholds for the renewal
options as provided in Paragraphs 2.2(a), 2.3(a) and 2.4(a) hereafter
shall be adjusted correspondingly.  The items within the definition
of Products, which are manufactured, distributed and sold by Licensee
pursuant to this Agreement, shall be referred to collectively herein
as "Articles".

     (b) In order to retain the right to distribute and sell Articles
under  each of the Licensed Marks (each a "Brand") Licensee shall
attain Net Sales, as such term is defined hereinafter, equal to: (i)
the guaranteed minimum brand net sales for such Brand in each Annual
Period  in the initial term hereof, as set forth in Schedule  "C"
attached hereto and made part hereof; and (ii) for each renewal term
hereunder, the guaranteed minimum brand net sales for each  Brand
applicable to each Annual Period of such renewal term shall be agreed
to in good faith by the parties hereto prior to each such renewal
term at the time the notice of renewal is given in accordance with
Section 2 hereinafter.  In the event such guaranteed minimum brand
net sales are not attained  for any such Brand in any two consecutive
Annual  Periods,  Licensor shall have  the  right,  but  not  the
obligation,  to delete such Licensed Mark from the definition  of
Licensed Marks as granted hereunder.  In the event any Licensed Mark
shall be so deleted, the Guaranteed Minimum Net Sales and Guaranteed
Minimum Royalty as set forth in Paragraph 7.1 hereinafter shall be
reduced  by the amount of guaranteed minimum brand net sales  and
guaranteed minimum royalty for such Brand.

     (c)  (i)   Licensee shall not be obligated to commence marketing
        Articles under any Brand in any jurisdiction in Schedule "A" in the
        two (2) years after the initial shipment of Articles under such Brand
        in the United States.   On or before the end of such two (2) year
        period, Licensee shall submit to Licensor a Business Plan, as such
        term is defined hereinafter, including, but not limited to, setting
        forth  specific guaranteed minimum net sales amounts and the minimum
        marketing amounts, attributable to each specific jurisdiction.  Once
        the parties hereto have agreed on such Business Plan, Licensee shall
        commence, within twelve (12) months of the approval of such Business
        Plan, to commence shipment of Articles under such Brand to such
        jurisdiction and the provisions, terms and covenants of this
        Agreement shall apply to such jurisdiction; provided, however, in the
        event such guaranteed minimum net sales amounts for a specific
        jurisdiction are not attained in any two consecutive Annual Periods,
        or ninety percent (90%) of the minimum marketing amounts are not
        spent in any Annual Period, Licensor shall have the right, but not
        the obligation, to delete such jurisdiction from the definition of
        the Territory as granted hereinabove.

     (ii) Licensee shall have the right to engage distributors for
the sale of Articles in those jurisdictions provided in Schedule "A".
Licensee  may provide that the proposed distributor be granted  a
license by Licensor to establish and operate retail stores and shop-
in-shops under Licensed Marks in such jurisdiction.   Licensee shall
provide Licensor with such information as may be reasonably requested
by Licensor to enable Licensor to determine whether such proposed
distributor  is acceptable to Licensor, both as a distributor  of
Articles and, if applicable as the operator of stores or shops.  No
such  proposed  distributor may be engaged as a  distributor  for
Articles hereunder unless and until it and a distribution agreement
("Distribution Agreement') has been approved by Licensor and,  if
applicable,  a retail license agreement satisfactory to  Licensor
between  Licensor and the proposed distributor has been executed.
Licensor shall approve or disapprove any proposed distributor within
thirty  (30) days after Licensee has provided Licensor  with  all
requested  information  and a copy of the  proposed  Distribution
Agreement.   Licensor may not condition its approval of any proposed
distributor on the payment to Licensor of any financial remuneration
on account thereof.   Any approval under this Paragraph 1.5.(c) (ii)
by Licensor may not be unreasonably withheld or delayed.

        (iii)   Notwithstanding the provisions of Paragraph 1.7 and
subject to Paragraph 18.1(b), Licensee shall have the first right to
supply Products for sale under each of the Licensed Marks outside of
the  Territory  and  any other component, variation,  simulation,
derivation or abbreviation of the Licensed Marks.   Licensor shall
notify Licensee of any opportunity to supply such Products outside of
the Territory.   If Licensee fails to indicate its desire to supply
such Products within a reasonable time after receipt of such notice,
Licensor may arrange for supply of such Product from a source other
than Licensor.

     (d) Notwithstanding the foregoing, Licensor hereby acknowledges
Licensee's  right to manufacture Articles within and without  the
Territory, both directly and through subcontractors.




     (e)             *        Within thirty (30) days of receipt of
such notification,  Licensee shall present Licensor with a Business
Plan with respect to such category or classification setting forth,
inter  alia,  proposed minimum sales, royalty rates,  advertising
contribution and marketing commitments.   The parties shall negotiate
in good faith with respect to the terms of such agreement.   If the
parties can not reach an agreement with sixty (60) days, Licensor may
then negotiate with and enter into an agreement with regard to such
category  or classification; provided, however, in no  event  may
Licensor  enter  into any such agreement on economic  terms  less
favorable in the aggregate to the terms proposed by Licensee.

           1.2   All Articles shall bear a Licensed Mark  and  no
Articles shall be sold or otherwise distributed by Licensee under any
mark other than a Licensed Mark.  Licensor reserves all rights to the
Licensed Marks except as specifically granted  herein to Licensee and
Licensor may exercise such rights  at any time.

           1.3   Licensee  acknowledges that the  rights  granted
hereunder do not include the right to operate a retail or  outlet
store under any Licensed Mark or any variation or simulation thereof;
nor may Licensee or any of its affiliates sell Articles at retail.

     1.4   Licensee shall use commercially reasonable efforts  to
exploit the rights herein granted throughout the Territory and to
sell the maximum quantity of Articles therein consistent with the
high  standards and prestige represented by each of the  Licensed
Marks.

          1.5   (a)  Articles shall not be sold:  (i) to customers
located outside the Territory; (ii) outside the distribution channels
within the Territory subject to Paragraph 4.5 hereinafter; or (iii)
to a customer if Licensee has reason to believe that such customer
may sell Articles to customers located outside the Territory or  that
such customer  may divert Articles, including by reason of a previous
history of diversion of Products.  (To "divert" means to resell or
otherwise transfer Articles other than to consumers from approved
doors.)

     (b)  In order to monitor and trace the source of any  diversion
activities, Licensee shall  use commercially reasonable efforts to
mark  or  otherwise code product to enable Licensee to track  the
manufacturer or supplier of merchandise.   Licensee shall use all
commercially reasonable efforts to determine whether any item  of
merchandise Licensee knows to have been sold outside the Territory is
counterfeit or not, and if not, to determine the source of such item,
including  by  use  of investigative agencies.    Licensee  shall
cooperate with Licensor and its affiliates in the implementation of
their anti-diversion and anti-counterfeiting measures.








     1.6  Licensee acknowledges that Licensor and/or its affiliates
through  its  Consumer Direct Entities, as such term  is  defined
hereinafter, sell Products bearing the respective Licensed Marks: (a)
to consumers in the Territory in and through mail order catalogs and
at and through Websites, as such term is defined hereinafter, on the
Internet;  and  (b) in and from retail stores and  outlet  stores
operating under one or another of the Licensed Marks located within
and  without  the Territory. Further, Licensee acknowledges  that
Licensor may purchase no more than a de minimis amount of Products in
any Annual Period, as well as T-shirts and sweatshirts used or sold
exclusively  as  promotional items, each bearing  the  respective
Licensed  Marks from third party contractors, but only  for  sale
through  such catalogs and Websites and in Licensor's retail  and
outlet  stores; provided, however, Licensor shall promptly notify
Licensee of any such purchases.   For purposes of this Paragraph 1.6
only,  the term "de minimis" shall be deemed to be       *     of
Licensor's aggregate sales in such Annual Period attributable to all
Consumer Direct Entities.

     1.7  (a)  Nothing herein shall be deemed to prevent Licensor or
any  of  its affiliates or third parties from manufacturing Products
bearing  the  Licensed  Mark in the Territory,  provided  that  such
Products are not sold by them to customers located in the Territory.

           (b)     Subject   to  the  provisions  of  1.1(c)   (iii)
hereinabove, Licensee acknowledges that Licensor hereafter may enter
into  agreements with its affiliates and third parties granting them
the right to use a Licensed Mark in connection with the manufacture,
distribution  and  sale of Products outside  the  Territory.    Upon
request by Licensor, Licensee shall cooperate with such affiliate or
third party in connection therewith and, specifically, shall provide
such affiliate or third party, without charge, with such design  and
styling     information,    including    technical     manufacturing
specifications, if available, as may be necessary or appropriate  to
enable  such affiliate or third party to produce Articles consistent
with  Articles  produced by Licensee.   In connection  therewith  or
when  otherwise requested by Licensor, Licensee shall  provide  such
affiliates and third parties with disk copies of the graded patterns
and markers for the Articles, if available, which any such affiliate
or  third party desires to include in its collections and copies  of
such other materials as may be necessary for the production of those
Products,  if  available.   With  respect  solely  to  these  items,
Licensee's  cost  thereof shall be reimbursed to  Licensee  by  such
affiliate or third party.

       1.8   (a)    Subject  to  the  provisions  of  1.1(c)   (iii)
hereinabove, the term Territory shall not include the Internet.   In
that  regard, the sale of Products bearing a Licensed  Mark  by,  or
purchased  from, Licensor or any of its affiliates and  third  party
licensees,  to  customers in the Territory ordered on  the  Internet
shall  not  be  deemed  a breach of Licensee's  Product  exclusivity
rights hereunder.

     (b)    Licensee shall not, nor shall it authorize  any  of  its
wholesale customers, without Licensor's approval which shall not  be
unreasonably withheld, to offer Articles for sale on the Internet or
through other electronic sales vehicles, such as television.   Also,
Licensee  shall  not,  nor  shall it authorize  any  of  its  retail
customers   without   Licensor's  approval  which   shall   not   be
unreasonably  withheld, to advertise, market, promote, publicize  or
otherwise exploit Articles or the Licensed Mark or otherwise use any
of  the  Licensed Marks on the Internet or together with  any  other
trademarks or name or any other products.






          (c)     Notwithstanding anything to the contrary contained
in  this  Paragraph 1.8, Licensee may establish a so-called "Virtual
Showroom"  website on the Internet for the display and offering  for
sale  of Articles to the  wholesale trade; provided, however, it  is
expressly understood and agreed that the consuming public shall  not
have access to such website.

2.             TERM

             2.1   The term of this Agreement shall be five (5) years
and  six  (6)  months         commencing as of the  date  hereof  and
continuing through December 31, 2004.  The eighteen (18) month period
commencing  on  the  date hereof and each twelve  (12)  month  period
commencing  on each January 1st thereafter during the  term  of  this
Agreement  shall  constitute and shall be referred to  herein  as  an
"Annual Period."

        2.2  (a)   Provided that: (i) Net Sales in the fourth  Annual
Period  are  at least                        *              and  (ii)
subject  to  Paragraph 13.1, Licensee shall not be in default  beyond
the  expiration of any applicable grace or cure period of the  terms,
covenants  and conditions of this Agreement at the end of the  fourth
Annual  Period  or at the end of the initial term of this  Agreement,
Licensee  shall have the option (the "First Option")  to  extend  the
term  of  this Agreement for an additional period of five  (5)  years
commencing  January 1, 2005 and terminating December  31,  2009  (the
"First  Option Period"). Licensee may exercise this First  Option  by
giving  written  notice that shall be received by Licensor  no  later
than  June  30,  2003.  Time is of the essence  with  regard  to  the
provisions  of  this Paragraph 2.2.  All of the terms, covenants  and
provisions  of this Agreement shall remain in full force  and  effect
during such First Option Period.

     (b)  Notwithstanding the foregoing, in the event Licensee  shall
not  achieve  the  threshold in accordance with  Subparagraph  2.2(a)
hereinabove, then Licensor shall notify Licensee in writing no  later
than January 31, 2004 of Licensor's  election either to permit or not
permit Licensee to exercise the First Option, which election shall be
at  Licensor's  sole and absolute discretion.  In the event  Licensor
shall elect not to permit Licensee to exercise the First Option, then
the First Option shall be deemed null and void.

      2.3   (a)   Provided that: (i) Net Sales, in the  ninth  Annual
Period  are  at  least         *      and (ii) subject  to  Paragraph
13.1,  Licensee shall not be in default beyond the expiration of  any
applicable  grace  or  cure  period  of  the  terms,  covenants   and
conditions of this Agreement at the end of the ninth Annual Period or
at the end of the First Option Period, Licensee shall have the option
(the  "Second  Option") to extend the term of this Agreement  for  an
additional  period of five (5) years commencing January 1,  2010  and
terminating December 31, 2014 (the "Second Option Period").  Licensee
may  exercise this Second Option by giving written notice that  shall
be  received by Licensor no later than June 30, 2008.  Time is of the
essence with regard to the provisions of this Paragraph 2.3.  All  of
the terms, covenants and provisions of this Agreement shall remain in
full force and effect during such Second Option Period.





       (b) Notwithstanding the foregoing, in the event Licensee shall
not  achieve  the  threshold in accordance with  Subparagraph  2.3(a)
hereinabove, then Licensor shall notify Licensee in writing no  later
than January 31, 2009 of Licensor's  election either to permit or not
permit  Licensee to exercise the Second Option, which election  shall
be at Licensor's sole and absolute discretion.  In the event Licensor
shall  elect  not to permit Licensee to exercise the  Second  Option,
then the Second Option Period shall be deemed null and void.

     2.4   (a)  Provided that: (i) Net Sales in the fourteenth Annual
Period  are  at least     *            and (ii) subject to  Paragraph
13.1,  Licensee shall not be in default beyond the expiration of  any
applicable  grace  or  cure  period  of  the  terms,  covenants   and
conditions  of  this  Agreement at the end of the  fourteenth  Annual
Period  or  at the end of the Second Option Period of this Agreement,
Licensee  shall have the option (the "Third Option")  to  extend  the
term  of  this Agreement for an additional period of five  (5)  years
commencing  January 1, 2015 and terminating December  31,  2019  (the
"Third  Option Period").  Licensee may exercise this Third Option  by
giving  written  notice that shall be received by Licensor  no  later
than  June  30,  2013.  Time is of the essence  with  regard  to  the
provisions  of  this Paragraph 2.4.  All of the terms, covenants  and
provisions  of this Agreement shall remain in full force  and  effect
during such Third Option Period.

     (b)  Notwithstanding the foregoing, in the event Licensee  shall
not  achieve  the  threshold in accordance with  Subparagraph  2.4(a)
hereinabove, then Licensor shall notify Licensee in writing no  later
than January 31, 2014 of Licensor's  election either to permit or not
permit Licensee to exercise the Third Option, which election shall be
at  Licensor's  sole and absolute discretion.  In the event  Licensor
shall elect not to permit Licensee to exercise the Third Option, then
the Third Option shall be deemed null and void.

     2.5    Licensee  shall  have no right to  renew  this  Agreement
beyond  the  Third Option Period .   However, if Licensee desires  to
continue  this  Agreement beyond the end of the third  renewal  term,
Licensee shall so notify Licensor no earlier than January 1, 2017 and
no  later than June 30, 2018.  Thereupon, Licensor and Licensee shall
negotiate  in  good faith the terms and conditions  upon  which  they
would  be  willing  to  continue  this  Agreement,  which  terms  and
conditions  shall be consistent with then current industry  standards
for  manufacturing  licenses  covering  Products  of  other  high-end
fashion  designers (or their  licensees).   If agreement is  reached,
Licensor  and  Licensee  shall enter  into  a  new  agreement.    If,
however,  having negotiated in good faith as aforesaid, Licensor  and
Licensee  shall  have  failed to execute  such  a  new  agreement  by
December  31,  2018,  Licensee and Licensor  shall  have  no  further
obligation   to  negotiate  with  each  other  with  respect   to   a
continuation  of  this Agreement, and neither Licensee  nor  Licensor
shall  have  any liability or responsibility to the other on  account
thereof.

3.            DESIGN PROCESS

            3.1   (a)    During  each Annual Period,  Licensee  shall
manufacture, advertise, merchandise, market, distribute and  sell  at
least  four   (4) collections of Articles: Spring, Fall,  Summer  and
Holiday/Resort.  The first collection shall be no later than the Fall
2000 collection of the Kenneth Cole New York Brand.






     (b)       Licensee shall submit to Licensor each six (6)  months
during the term hereof beginning January 1, 2000 for Licensor's prior
approval,  an annual marketing, advertising and promotion  plan  (the
"Marketing Plan") and a two-year business plan (the "Business Plan"),
the  form of each of which is attached hereto and made a part  hereof
as  Exhibit  "2" and which may be amended by Licensor  from  time  to
time.    Each Marketing Plan shall cover  the upcoming Annual Period,
and shall include any other information which Licensor may reasonably
request, all by Brand.   Each Business Plan shall cover, the upcoming
two  Annual  Periods  (including, as applicable,  "potential"  Annual
Periods  after  the end of the then current term of  this  Agreement,
even  if  this Agreement has not yet been renewed) and shall  include
any  other  information which Licensor may reasonably  request.    No
Business  Plan  or  Marketing Plan shall be  implemented  until  such
proposed  Business  Plan or Marketing Plan is approved  by  Licensor,
including the proposed Marketing Plan and Business Plan for the first
Annual  Period.    In  connection with  any  proposed  Business  Plan
submitted  by  Licensee to Licensor after the  first  Annual  Period,
Licensor's approval shall not be unreasonably withheld to the  extent
that  any such Business Plan is consistent with the original Business
Plan  submitted by Licensee to Licensor prior to the launch  of  each
Brand hereunder.


     (c)  Licensee shall appoint and maintain the following staff:

          (i)     a Division President, to be appointed no later than
             October 1, 1999;
          (ii) a  Vice President of Manufacturing, to be appointed no later
               than December 1, 1999;
          (iii)     a Vice President of Product Development, to be appointed no
               later than November  1, 1999.
          (iv) a Vice President of Sales, to be appointed no later than
               December  1, 1999;
          (v)  A Manager of Marketing and Public Relations, to be appointed no
               later than December  1, 1999;
          (vi)     a  Kenneth Cole New York Brand Director of Product
             Development, to be appointed no later than  November  1,
             1999.
          (vii)    a  Kenneth  Cole  New York Sales  Manager,  to  be
             appointed no later than  December 1, 1999;
          (viii)   an Unlisted Brand Director of Product Development,
             to be appointed no later than April 1, 2000;
          (ix)   an Unlisted  Sales Manager, to be appointed no later
             than June 1, 2000;
          (x)     a  Kenneth Cole Reaction Brand Director of  Product
             Development, to be appointed no later  than  October  1,
             2000; and
          (xi)    a  Kenneth  Cole  Reaction  Sales  Manager,  to  be
             appointed no later than December 1, 2000.

     These individuals shall be dedicated exclusively to the Articles
and  to  Licensee's operations pursuant to this Agreement.   Further,
they  shall  be  employees  of  Licensee  but  shall  be  subject  to
Licensor's  approval prior to their appointment and with  respect  to
the  individuals designated as (i), (iii), (iv), (v),  (vi),  (viii),
(x)  at all times thereafter during the term of this Agreement.   The
individuals designated as (ii), (vii), (ix), (xi) shall be subject to
the  continuing  approval  of  Licensor,  but  with  regard  to  said
individuals  only, such approval shall not be unreasonably  withheld.
Said individuals shall operate as liaisons with Licensor in order  to
facilitate  the  design, production, advertising and distribution  of
Articles.

            3.2   Prior to each collection, Licensee shall submit  to
Licensor materials, designs, sketches, swatches, colors and hardware,
if  applicable, for use in connection with Articles. Any and all such
items  requiring  Licensor's approval shall be  approved  in  writing
using  the  approval form attached hereto as Exhibit "1", which  form
may  be  amended by Licensor from time to time (the "Approval Form").
Licensee shall receive any such approval by Licensor prior to the use
of  any  of  such  items.   All approvals requested by  Licensee  for
Licensor hereunder shall be provided on a timely basis by Licensor in
line  with  the  then  applicable seasonal  production/line  calendar
provided  to Licensor by Licensee.   Licensor and Licensee  shall  at
all   times  cooperate  with  each  other  in  good  faith  and   use
commercially reasonable efforts to effectuate the design, development
and   production  of  Articles  and  to  adhere  to  the   applicable
production/line calendar.

            3.3    From  time  to time, Licensor  may,  in  its  sole
discretion,  prepare and deliver to Licensee sketches and  ideas  for
Articles.   Licensee shall use commercially reasonable efforts to use
such   sketches  and  ideas  provided  by  Licensor  to  the   extent
practicable in light of the then applicable production/line calendar.
All  designs created or approved by Licensor (other than any  generic
or  basic designs)  shall be and remain Licensor's sole and exclusive
property  and shall, in no event, be used by Licensee or its  parent,
affiliates, or related entities except on Articles pursuant  to  this
Agreement.   Notwithstanding the foregoing, however, Licensor  hereby
acknowledges  that its exclusivity rights hereunder shall  not  apply
at  the end of the season in which the Articles were first offered to
the  consuming  public.   Licensee shall use all sketches  and  other
materials  provided by or approved by Licensor solely  in  connection
with  the manufacture, distribution and sale of Articles pursuant  to
this Agreement Licensor may use and permit Licensor's other licensees
to  use any such sketches and other material, provided that such  use
does not conflict with any rights granted to Licensee hereunder.

       3.4    Licensee shall be responsible for the production of all
samples as well as for the production of Articles and Licensee  shall
bear all costs in connection therewith.

       3.5  Licensor hereby acknowledges that Licensee is a party  to
other  licensing arrangements with other parties for the  manufacture
and  distribution of products with labels and trademarks  other  than
the Licensed Marks.  Consequently:

     (a)   As of the date hereof, Licensee has provided Licensor with
a complete list of all such trademarks and existing businesses, which
list  shall  include, but not be limited to, the names  of  all  such
parties and a complete description of the product lines thereunder;

            (b) During the term of this Agreement, Licensee shall  be
prohibited  from  entering into any  licensing  arrangement  if  such
licensing  arrangement is with those designers or entities designated
on Schedule "F" attached hereto and made part hereof.   Such Schedule
"F"  shall be revised by mutual agreement by the parties hereto prior
to  the commencement of the third Annual Period and thereafter  prior
to every second Annual Period during the term hereof.

     3.6    Licensee hereby acknowledges that Licensor is a party  to
other  licensing arrangements with other parties for the  manufacture
and distribution of merchandise other than the Products under one  or
more of the Licensed Marks.  Consequently:

           (a)  Licensee shall use commercially reasonable efforts to
avoid  any conflicts between or among the definitions of any apparel,
accessories  or  other  articles licensed  by  Licensor  under  other
agreements.    In  the  event  of a conflict  between  or  among  the
definitions  of outerwear, intimate apparel, lingerie  or accessories
licensed  by  Licensor  under  other  agreements,  and  the  Products
hereunder,  Licensor reserves the right to resolve any such  conflict
on  a  commercially reasonable basis, taking into account the natural
channels of distribution of the Articles and other apparel,  and  the
protection  of  any  of the Licensed Marks.  Licensor's  decision  in
resolving such conflicts shall be final and binding; and

          (b)   Licensee shall not, directly or indirectly, engage in
any  conduct  that Licensee knows or has reason to know infringes  on
the legal rights of parties licensed under arrangements with Licensor
for  products manufactured or sold under one or more of the  Licensed
Marks, whether in the Territory or other jurisdictions.

4.            MANUFACTURE OF ARTICLES: QUALITY CONTROL

           4.1  Licensee acknowledges that Licensor has established a
reputation  for excellence with the public as a leading fashion  firm
manufacturing   and   selling  merchandise  (directly   and   through
licensees) of the highest quality.  Consequently, the preservation of
the  reputation  and prestige of Licensor and each  of  the  Licensed
Marks is of paramount importance.  Accordingly, Articles shall be  of
the highest quality for the similar class of merchandise and shall be
distributed  and  sold with packaging and sales  promotion  materials
appropriate  for  highest quality Products for the similar  class  of
merchandise.

     4.2   The styles, designs, packaging, contents, workmanship  and
quality  of  all Articles shall be approved by Licensor  in  writing,
using the Approval Form, prior to the distribution or sale thereof.

     4.3    Prior  to  the  offer  for sale or  distribution  of  any
Article, Licensee shall deliver to Licensor for its approval, free of
charge, one sample of each pattern and certain colors of such pattern
as Licensor shall designate on a timely basis together with the tags,
labels  and packaging to be used in connection therewith.  From  time
to  time,  Licensee shall submit to Licensor then current  production
samples  of  a  sampling  of   Articles as  reasonably  requested  by
Licensor  so that Licensor may be assured of the maintenance  of  the
required  quality standards. Licensee shall also submit  to  Licensor
samples of each Article for any reasonable business purpose including
public  relations  and advertising upon Licensor's  request  therefor
free of charge, Licensor shall use commercially reasonable efforts to
return   such   samples  to  Licensee,  if  practicable   under   the
circumstances. Articles sold hereunder shall be equal in all material
respects  in  quality to the approved samples.   Licensee  shall  use
commercially  reasonable efforts to cause its contractors  to  permit
Licensor and its representatives, upon reasonable advance notice,  to
examine Articles in the process of being manufactured and inspect all
facilities utilized in connection therewith.

            4.4   Articles  shall  be  manufactured,  sold,  labeled,
packaged,   distributed  and  advertised  in  accordance   with   all
applicable laws and regulations.  Licensee shall use and display each
Licensed  Mark  only  in  such form and manner  as  are  approved  by
Licensor.  After  any  sample, copy, artwork  or  other  material  is
approved,  Licensee  shall not deviate therefrom  without  the  prior
written approval of Licensor.   Licensee shall cause to appear on all
Articles  and  related  materials, all advertising,  promotional  and
publicity  material  used in connection therewith,  and  any  printed
matter  on  which  any of the Licensed Marks appears,  such  legends,
markings  and  notices  as Licensor  may request.   No  such  printed
matter  shall include any other name, mark or designation other  than
the  Licensed  Marks.  Before using or releasing any  such  material,
Licensee shall submit to Licensor, for its written approval, proposed
advertising,  promotional and publicity copy,  finished  artwork  for
tags,  labels, packaging and the like and all printed matter on which
any of the Licensed Marks appear. If Licensor shall disapprove of any
sample  Article,  any  sample  tag, label,  packaging  or  the  like,
Licensee  shall immediately cease and desist from any use thereof  in
any  manner whatsoever.   Licensor shall notify Licensee if it elects
to change any form or version of the

Licensed  Mark  and,  after its receipt of the new   version  of  the
Licensed  Mark,  Licensee shall effect the change for the  applicable
Licensed Mark and the applicable materials, as promptly as reasonably
practicable  and, in any event, no later than the start of  the  next
season  after  the  season  then  in production;  provided  that,  if
Licensee has an inventory of Articles bearing the previous version of
such Licensed Mark, Licensee may during the next six (6) months, sell
off  those  Articles in the ordinary course and, if Licensee  has  an
inventory of business documents bearing the previous version of  such
Licensed  Mark,  Licensee may use up such materials in  the  ordinary
course  so  long  as Licensee shall cease and desist from  using  any
previous version of such Licensed Mark within six (6) months from the
date  of  receipt  of  such new  version of the  Licensed  Mark.   No
printed  matter  of  any  kind shall be used  or  released  prior  to
Licensee's receipt of such approval.

           4.5    (a) In order to maintain the reputation, image  and
prestige  of Licensor and the Licensed Marks, Licensee's distribution
patterns  shall  consist  solely of such  retailers  whose  location,
merchandising and overall operations are consistent with the  highest
quality  of  Articles  for the similar class of merchandise  and  the
reputation,  image  and  prestige of  each  of  the  Licensed  Marks.
Notwithstanding the foregoing, all such retailers, as well  as  those
to  which close-outs are sold, shall be subject to the prior  written
approval   by  Licensor.   Once  such  approval  is  given,  Licensor
subsequently  may withdraw its approval of a retailer, an  individual
door  (i.e.,  a  single  branch of a multiple-unit  retailer)  of  an
otherwise  approved  retailer,  if  it  is  dissatisfied   with   its
performance  or  the manner in which it presents Articles  for  sale.
Licensee acknowledges that retailers approved for a particular  Brand
may not necessarily be approved for another Brand.

       (b)  In addition, Licensee undertakes to monitor and supervise
the merchandising and display of the Articles to be sold at retail so
that  the  Licensed  Marks wherever used are properly  and  correctly
displayed and the Articles are in fact shown and sold as quality  and
prestige  merchandise  consistent with the worldwide  reputation  and
prestige  of  the Licensed Marks.  In the event Licensor should  find
any  fact inconsistent with the foregoing, then Licensor shall notify
Licensee  thereof  and Licensee shall supervise the  retail  location
concerned  in  rectifying  such inconsistency.   Should  such  retail
location  fail to rectify the same within a reasonable  time  period,
then  Licensee  shall  cease to supply the  Articles to  said  retail
location.

      (c)    Licensee  shall provide Licensor, within five  (5)  days
after the end of each month during the term of this Agreement, with a
complete and itemized list of all open orders,  by season to date, by
Brand  and  by customer.    Licensee shall also provide any  and  all
other information relating to bookings, if and when available.

      (d)   With respect to the initial term hereunder only,  in  the
event:    *

      4.6   In  an  endeavor to ensure the highest level of  customer
service  to  all consumers, and only in the event Licensor  shall  so
request,   Licensee   shall   place   the   number   "1-800-KEN-COLE"
(collectively  the  "Consumer Phone") or any other phone  designation
specified  by  Licensor as well as and any domain name that  Licensor
shall  designate  for the Brand (e.g. www.kencole.com)  (collectively
the  "Websites") on all packaging, hang tags and other printed matter
that  are  used in conjunction with the Articles at retail; provided,
however, in the event a  wholesale customer provided in Schedule  "H"
attached hereto and


made  part  hereof shall object to such use, Licensee shall  promptly
notify  Licensor and may thereafter cease using such  designation  on
any  such  printed  matter on Articles to be  sold.   Licensor  shall
administrate,  coordinate and pay for all expenses  related  to  said
Consumer Phone and Websites; provided, however, Licensor reserves the
right  to  charge Licensee for its pro rata share of costs associated
with  said  Consumer Phone and Websites.   Such pro rata share  shall
not  exceed     *    in any Annual Period.    At any time during  the
term  hereof,  Licensor or Licensee may request that Licensee  handle
all   consumer   service  relating  exclusively  to   the   Articles.
Licensee  shall  cooperate with Licensor to  satisfy,  at  Licensee's
expense, all reasonable consumer demands as may be deemed appropriate
by  Licensor  for: (a) replacement goods or merchandise credits;  and
(b)  inquiries  related  to the availability  of  Articles  or  other
information  reasonably required to service the  consumers.   At  any
time  after  Licensee has paid any amounts due under  this  Paragraph
4.6,  upon  Licensee's  request, Licensor shall  submit  to  Licensee
documentary  evidence in a form reasonably satisfactory  to  Licensee
that  substantiates  all such expenditures.  The provisions  of  this
Paragraph  4.6  shall survive the termination or expiration  of  this
Agreement for a period of one (1) year subsequent to said termination
or expiration.

     4.7   Any concept shops or shop-in-shops constructed by Licensee
shall be built in accordance with a prototype plan, including design,
architectural  planning, construction materials,  layout,  decor  and
other aspects of decoration, which prototype plan shall be subject to
Licensor's  prior written approval. All expenses in  connection  with
the  design, development or construction of any such shops  shall  be
borne  by  Licensee  at  its sole cost and expense,  subject  to  the
budgetary  guidelines set forth in Schedule "G" attached  hereto  and
made  part hereof.    Such prototype plan may be modified by Licensor
from time to time; provided, however, Licensor shall not request that
any  shop-in-shop be materially modified earlier than three (3) years
after the installation of such shop.

5.            APPROVALS

           5.1   Licensor's  approvals pursuant  to  this  Agreement,
except  as  otherwise  expressly provided, may  be  based  solely  on
Licensor's  subjective  standards and may be withheld  in  Licensor's
sole and absolute discretion.

      5.2   Licensor's  approval of any designs,  materials,  printed
matter, samples or any and all things related thereto or contemplated
under  this  Agreement,  for use in connection  with  any  particular
collection of Articles shall constitute approval for such use only in
connection with such collection and shall not constitute approval  of
the use of any such materials in connection with any other collection
of  Articles.   In the event Licensor disapproves, withholds approval
or  otherwise rejects, or raises an objection to, any item or  matter
presented  to it for action under this Agreement, Licensor shall  use
commercially  reasonable efforts to promptly notify Licensee  of  its
reasons  for  disapproval,  rejection,  objection,  etc.,  and  shall
provide  Licensee, to the extent applicable or practicable under  the
circumstances,   with  suggestions  for  modifying,   correcting   or
rectifying such item or matter.









6.            ADVERTISING; SHOWROOM

          6.1    (a) Licensor shall promote, market and advertise the
Licensed  Marks and shall administer the budget for such advertising,
marketing  and  promotion.  As a contribution  to  said  advertising,
marketing  and promotion, Licensee shall pay to Licensor a  fee  (the
"Advertising Fee") for each Annual Period in an amount equal to:

      1st Annual Period:      *
      2nd Annual Period:      *
      3rd  Annual Period  and *
      thereafter:



        *          During each Annual Period, Licensee shall pay  the
minimum Advertising Fee to Licensor in four (4) equal installments at
the  same time as installments of Guaranteed Minimum Royalty, as such
term  is  defined  hereinafter, for such Annual  Period  are  payable
hereunder.   Any  additional Advertising Fee payable  for  an  Annual
Period  shall  be based upon actual Net Sales and shall be  accounted
for  and  paid  in the same manner and at the  same time  that  Sales
Royalty, as such term is defined hereinafter, is to be accounted  for
and paid hereunder.

          (b)  Licensor  shall  utilize   the  Advertising  Fee   for
institutional advertising of the Licensed Marks, as it so determines,
which  may  include  the  cost  of  catalog  advertising,  Licensor's
Websites   and  other  electronic  media.  Upon  Licensee's  request,
Licensor  shall submit  to Licensee documentary evidence  in  a  form
reasonably  satisfactory  to  Licensee that  substantiates  all  such
expenditures.  Licensee shall cooperate with Licensor  in  connection
with  such  advertising and, if requested by Licensor, shall  produce
and  deliver  samples of Articles to Licensor for use  in  connection
therewith at no cost to Licensor.

           6.2  (a) During the term of this Agreement, Licensee shall
maintain  separate  showroom spaces exclusively for  the  display  of
Articles under each Brand.   Said showroom spaces shall be located in
the  borough of Manhattan and shall be located, designed,  decorated,
staffed,  and maintained in a manner commensurate with the reputation
and  prestige of the Licensed Marks and shall be subject to the prior
written  approval  of  Licensor, subject to the budget  therefor  set
forth  in  the  initial Business Plan.   From time to  time  Licensee
shall  refurbish or remodel the showrooms as reasonably requested  by
Licensor so that the showrooms continue to reflect the reputation and
prestige  of  the Licensed Marks; provided, however,  no  significant
remodeling   shall be required more than once every three (3)  years.
In  connection  therewith,  Licensee shall  also  maintain   separate
telephone numbers and listings under the names "KENNETH COLE  WOMEN'S
WEAR",  "REACTION  WOMEN'S  WEAR" and  "UNLISTED.COM  WOMEN'S  WEAR".
Licensee  shall  also  maintain  a   showroom  space  in   Licensor's
corporate   showroom for the display and design  of  Articles.   Such
spaces  shall  be  built by Licensor; provided,  however,  all  costs
associated  with  the building of such space shall be  at  Licensee's
sole  cost and expense, in an amount not to exceed Licensor's  actual
out-of-pocket   costs   (including   so-called   "soft"   costs   for
professional  fees  attributable to architects  and  engineers).   In
addition, Licensee shall pay its pro rata share of rent and operating
expenses ("Rent").




Said Rent shall be based upon the number of square feet of Licensee's
showroom space, and office space if any, divided by the total  number
of  square feet utilized by all Licensor's licensing partners in such
corporate  headquarters.   Such Rent (for both  showroom  and  office
space  if  any)  shall  include, but  not  be  limited  to:  building
operating  expense and taxes, heat, light, air conditioning,  rubbish
disposal,   elevator  service,  kitchen  availability,   electricity,
reception  service and cleaning service, to the extent the  same  are
supplied  to Licensor.   Rent shall not commence on any such showroom
or  office  space  prior to the third Annual Period.    Licensee  and
Licensor  shall  enter into a separate agreement  setting  forth  the
particulars of said Rent prior to any such possession by Licensee.

      (b)   Under no circumstances shall any of the Licensed Marks be
used in combination with any other marks or products used by Licensee
in  conjunction  with said telephone listing or showroom.    Licensor
must  approve in writing all printed matter used by Licensee  in  the
course  of  its  business that contains any of  the  Licensed  Marks,
including but not limited to, stationery and business cards.

      (c)   When Licensee participates in trade shows, separate areas
shall  be  maintained exclusively for the display of  Articles  under
each  Brand,  subject  to Licensor's prior approval.   At  Licensor's
request,  Licensee  shall  also cooperate in  trade  shows  in  which
Licensor  participates, and pay its pro rata share  of  any  expenses
incurred by Licensor in connection therewith.

      (d) In the event Licensor shall request Licensee to participate
in  fashion or "runway" shows, Licensee shall pay its pro rata  share
of any expenses incurred by Licensor in connection therewith.

      (e)    Notwithstanding the foregoing, Licensee's pro rata share
of  all the expenses contemplated under Paragraphs 6.2(a), 6.2(c) and
6.2(d) hereunder shall not exceed, in the aggregate:     *   All such
amounts  shall be paid within  thirty (30) days from the  presentment
of an invoice therefor.

      6.3    Upon  request from Licensee, Licensor  may  furnish  the
services  of  its marketing personnel to assist Licensee's  marketing
efforts  relating  to  the Articles.  In such event,  Licensee  shall
reimburse Licensor for all of Licensor's direct costs and expenses in
furnishing  such services.  In advance of performing  services  under
this  Paragraph  6.3,  Licensor  shall  submit  an  estimate  of  the
anticipated services and related reimbursable costs and expenses  for
Licensee's   approval,  which  estimates  shall   include   a       *
contingency  surcharge.   Any costs or estimates in  excess  of  such
approved estimate shall be subject to Licensee's prior approval.  All
amounts due to Licensor under this Paragraph 6.3 shall be payable  by
Licensee within  thirty (30) days from the presentment of an  invoice
therefor.

     6.4  (a)  In addition to the Advertising Fee, in order to advertise,
          promote and market the Articles, Licensee shall spend (inclusive of
          production costs) the following amounts:


    1st  Annual Period:   *
    2nd Annual Period:    *
    3rd Annual Period     *
    and thereafter:



  ("Minimum Marketing Amount").  Such  Minimum Marketing Amount shall
include,  but not be limited to, consumer advertising.  For  purposes
hereof,  "consumer"  advertising and promotion  shall  be  deemed  to
exclude  cooperative and trade advertising and to  include  magazines
and  newspapers  directed to the consuming public,  broadcast  media,
mailers  and  outdoor  advertising,  and  shall  include  all  launch
advertising. Upon Licensor's request therefore, Licensee shall submit
to Licensor documentary evidence in a form reasonably satisfactory to
Licensor that substantiates all such expenditures.  During the  third
Annual  Period and during all Annual Periods thereafter: (i)  in  the
event  Licensee's  actual Net Sales are in excess of  the  Guaranteed
Minimum Net Sales hereunder in any Annual Period,     *

      (b)   All advertising and marketing efforts in any jurisdiction
entered  into  by  Licensee  in  accordance  with  Paragraph   1.1(c)
hereinabove shall be coordinated through Licensor's designated  brand
manager  in  such  jurisdiction,  if  applicable.   Accordingly,  all
Minimum  Marketing Amounts in each such jurisdiction  shall  be  paid
through such designated brand manager, if applicable.

      6.5   In  the event Licensee wishes to generate its  own  press
releases  or  publicity of any kind including, but  not  limited  to,
interviews, exclusively relating to any or all of the Licensed  Marks
or  the  Articles, such releases or publicity shall be  submitted  to
Licensor  for  Licensor's  prior written  approval.   Licensee  shall
promptly  submit to Licensor any and all news releases,  advertising,
publicity or promotional materials from any and all media and in  any
and  all  forms  in  which any or all of the Licensed  Marks  or  the
Articles appear as soon as such items are made available to Licensee.
In all instances, Licensee shall fully cooperate with Licensor's duly
authorized  public  relations  representative.  Notwithstanding   the
foregoing,  the  prohibitions of this Paragraph 6.5 shall  be  waived
with  respect  to any or all of Licensee's publications or  materials
which  are required by any law, statute, regulation or rule  required
of  any  publicly-held company; provided, however, that before either
party  makes any filing with the SEC of this Agreement or any portion
thereof, it shall notify the other at least five (5) days in  advance
to  discuss the items to keep confidential.   It also is acknowledged
that each party may have disclosure obligations, whether by reason of
being  a public company or by reason of being listed on the New  York
Stock  Exchange (the "Exchange"), which may require it to make  other
public  disclosures  of information (whether in  the  form  of  press
releases  or otherwise) arising out of or relating to this Agreement,
the   licensed  business  and/or  the  performance  of  the   parties
hereunder.   If either party makes a determination that it shall make
or consider making such a disclosure, it shall use reasonable efforts
to  notify the other thereof at least five (5) days prior to the date
by  which such disclosure would have to be made.   The foregoing  and
the  confidentiality obligations of Paragraph 18.2 hereinafter  shall
not  apply  to general descriptions of this Agreement or  information
regarding the licensed business as may be appropriate in SEC filings,
annual reports, earnings releases, analyst conference calls and other
similar such documents and situations, nor shall any other provisions
of  this Agreement be construed otherwise.   Also and notwithstanding
the  foregoing,  both  parties may  respond  to  inquiries  from  the
Exchange,  from  the financial press or from financial  analysts  for
information  arising  out  of  or relating  to  this  Agreement,  the
licensed business and/or the performance of the parties hereunder  in
the ordinary course.





 .


 7.      GUARANTEED MINIMUM ROYALTY AND GUARANTEED MINIMUM NET SALES

           7.1   (a)   Licensee  shall pay to Licensor  a  Guaranteed
Minimum  Royalty, and shall attain Guaranteed Minimum  Net  Sales  in
each  Annual Period set forth below.   After the first Annual Period,
the  Guaranteed Minimum Net Sales for each Annual Period  shall     *
the  Guaranteed Minimum Net Sales and the Guaranteed Minimum  Royalty
for  such  Annual Period, as set forth below, shall be  increased  to
reflect such amount.

                      Guaranteed Minimum             Guaranteed  Minimum
  Annual Period           Net Sales                         Royalty

      1                      *                                 *
      2                      *                                 *
      3                      *                                 *
      4                      *                                 *
      5                      *                                 *


      (b)   In the event Licensee should exercise its First Option in
accordance  with  Sec.  2.2 hereinabove, the Guaranteed  Minimum  Net
Sales  shall  be        *       In  the  event  subsection  (ii)   is
applicable in any Annual Period, the Guaranteed Minimum Net Sales and
the  Guaranteed  Minimum  Royalty for such  Annual  Period  shall  be
increased to reflect such amount.
                         Guaranteed Minimum     Guaranteed Minimum
Annual Period                 Net Sales               Royalty

     6                             *                        *
     7                             *                        *
     8                             *                        *
     9                             *                        *
     10                            *                        *

     (c)   In the event Licensee should exercise its Second Option in
accordance  with  Sec.  2.3 hereinabove, the Guaranteed  Minimum  Net
Sales  shall be      *     In the event subsection (ii) is applicable
in  any  Annual  Period, the Guaranteed Minimum  Net  Sales  and  the
Guaranteed Minimum Royalty for such Annual Period shall be  increased
to reflect such amount.

                    Guaranteed Minimum              Guaranteed Minimum
Annual Period            Net Sales                       Royalty

    11                      *                                *
    12                      *                                *
    13                      *                                *
    14                      *                                *
    15                      *                                *





     (d)   In the event Licensee should exercise its Third Option  to
extend  the  term  of  this  Agreement in accordance  with  Sec.  2.4
hereinabove, the Guaranteed Minimum Net Sales shall be      *      In
the  event  subsection (ii) is applicable in any Annual  Period,  the
Guaranteed  Minimum Net Sales and the Guaranteed Minimum Royalty  for
such Annual Period shall be increased to reflect such amount.

                      Guaranteed Minimum       Guaranteed  Minimum
Annual Period              Net Sales                Royalty

     16                        *                        *
     17                        *                        *
     18                        *                        *
     19                        *                        *
     20                        *                        *


      7.2    The  Guaranteed Minimum Royalty for each  Annual  Period
shall  be  paid to Licensor in four (4) equal quarterly  installments
payable on the first day of January, April, July, and October  during
each such Annual Period, except that for the third Annual Period, the
Guaranteed  Minimum Royalty shall be paid in accordance with  Section
7.2(b) hereinafter.        *

     7.3   The Guaranteed Minimum Royalty for each Annual Period  may
be  credited  only  against the Sales Royalty  for  the  same  Annual
Period.      Further, no payment of Guaranteed Minimum Royalty  shall
be refundable.

     7.4   Notwithstanding anything to the contrary contained herein,
at such times as payments of Guaranteed Minimum Royalty for an Annual
Period  and  Sales Royalties in excess of Guaranteed Minimum  Royalty
for  any  such  Annual  Period reach the Guaranteed  Minimum  Royalty
payable  for  such entire Annual Period, no further  installments  of
Guaranteed Minimum Royalty for such Annual Period are required to  be
paid.

8.            SALES ROYALTY

        8.1  (a)  Licensee shall pay to Licensor a Sales  Royalty  as
set  forth  below on "Net Sales" in each Annual Period.  "Net  Sales"
shall  be determined in accordance with generally accepted accounting
principles;  provided, however, any aggregate deductions relative  to
freight  chargebacks or handling shall not  exceed       *    of  the
aggregate  gross  shipments by Licensee, less  any  and  all  amounts
invoiced  to  Licensor's Consumer Direct Entities, as  such  term  is
defined hereinafter.

      1st Annual Period:      *
      2nd Annual Period:      *
      3rd  Annual Period  and *
      thereafter







     (b)  Licensee shall pay to Licensor a Sales Royalty as set forth
below on Net Sales made to so-called "off-price" retailers where  the
discount granted is    *   or greater from Licensee's published  line
price  ("Off-Price  Net Sales").   In the event Off-Price  Net  Sales
shall  exceed       *    of Net Sales in either the first  or  second
Annual  Period  and      *   of  Net  Sales  in  each  Annual  Period
thereafter,  such excess shall be subject to the Sales  Royalty  rate
set  forth  in subparagraph 8.1(a) hereinabove.   Further,  Off-Price
Net  Sales shall not be included for purposes of determining  whether
Guaranteed Minimum Net Sales have been attained in any Annual Period.

      1st Annual Period:      *
      2nd Annual Period:      *
      3rd  Annual Period  and *
      thereafter


     8.2   (a)   The  Sales Royalty hereunder shall be accounted  for
based  upon  Licensee's fiscal quarters and shall be  paid  quarterly
within  thirty  (30) days from March 31, June 30,  September  30  and
December  31 during the term of this Agreement, except that,  in  the
first  Annual Period,  the initial accounting shall be from the  date
hereof  to the  period ending  with Licensee's second fiscal  quarter
in  the year 2000 and then for the following two (2) fiscal quarters.
The Sales Royalty payable for each accounting and payment period (the
"Payment Period") during each Annual Period shall be computed on  the
basis of Net Sales during such Payment Period, with a credit for  any
Guaranteed Minimum Royalty payments theretofore made to Licensor.

     (b)    *

     (c)    *

           8.3  No payment of Sales Royalty for any Annual Period  in
excess  of payments of Guaranteed Minimum Royalty for the same Annual
Period  shall be credited against the Guaranteed Minimum Royalty  due
to Licensor for any other Annual Period.

     8.4  Licensee and Licensor shall not be entitled to nor shall
either of them take deductions or set-offs from any payments required
to be made under this Agreement for any reason.

     8.5   Net  Sales  with respect to the sales of Articles  in  any
foreign  currency,  for  purposes of calculating  the  Sales  Royalty
payable  hereunder, shall be computed on the basis of the  conversion
rates into United States Dollars quoted in the Wall Street Journal as
of the close of business on the day before any payments hereunder are
due and payable.











9.            SALES STATEMENT

     9.1  (a)   Licensee shall deliver to Licensor, at the time  each
Sales Royalty payment is due, a statement (the "Quarterly Statement")
signed  and  certified  as  accurate by Licensee's  Chief  Accounting
Officer  or its  Chief Financial Officer, setting forth for the  just
completed  Payment  Period and the Annual Period-to-date:   (i)   the
number of units and invoice price of all Articles invoiced or shipped
to Licensee's customers, any and all deductions which properly may be
deducted   in  calculating  Net Sales in  accordance  with  generally
accepted  accounting  principles, all by Brand,   by  month  and,  by
jurisdiction and in the aggregate;  (ii) the amount of Sales  Royalty
then  due  and payable; and (iii)  the amounts spent by Licensee  for
advertising, marketing and another promotional activities,  by  Brand
and by type of activities and in the aggregate.

     (b)  (i)  Licensee shall deliver to Licensor monthly, within ten
(10) days after the end of each month commencing with the first month
during which Articles are shipped, detailed sell-in reports, in  both
units and dollar amounts, covering the preceding month and the Annual
Period-to-date,  by Brand and by customer, with a comparison  to  the
corresponding period during the preceding Annual Period, if and  when
applicable;  (ii) Licensee shall deliver to Licensor detailed  weekly
sell-through reports (including sales and stock information for "this
year,"  "last  year"  and "planned"), by Brand,   by  customer,  with
information presented for the week, the month-to-date and the season-
to-date.  Each weekly sales report shall cover the proceeding  Sunday
through Saturday and shall be delivered by telefax no later than  the
following Friday.

     (c)    Each  of  the  Quarterly Statements and Licensee's  other
statements,  reports  and  other items to  be  delivered  under  this
Paragraph  9  shall be prepared in a format reasonably acceptable  to
Licensor which may be amended from time to time.

     (d)    In  addition to the information required above,  Licensee
shall  provide Licensor, upon request therefor, copies of any reports
relating  to  the  business contemplated under this Agreement,  which
Licensee regularly prepares in the normal course.

           9.2   Licensee shall deliver to Licensor, not  later  than
forty-five (45) days after the end of each Annual Period, a statement
signed  and certified by its Chief Accounting Officer   or its  Chief
Financial  Officer, relating to the entire Annual Period and  setting
forth  the  same information required of Licensee in accordance  with
Paragraph  9.1 above.  If such statement should indicate  that  there
had  been an overpayment of Sales Royalty in any Annual Period,  then
Licensor shall refund such overpayment within thirty (30) days of the
receipt by Licensor of such statement.

10.           BOOKS AND RECORDS; AUDITS

           10.1   Licensee shall maintain complete and accurate books
of  account  and  records   relating to all transactions  under  this
Agreement.  At any reasonable time during the term of this  Agreement
and  for  three  (3) years thereafter, Licensor may,  upon  ten  (10)
business  days prior written notice to Licensee, cause an audit to be
made  of  Licensee's records and documents relating to this Agreement
to be conducted during regular business hours.  Any such audit may be
performed  by  Licensor or Licensor's certified public accountant  or
other  auditing professional and shall be binding upon  the  parties.
All  such records and documents shall be kept available for at  least
three  (3)  years after the end of the Annual Period  to  which  they
relate.    No  audit shall cover a period of less than a full  Annual
Period;  provided, however, if as a result of any audit of Licensee's
books  and  records, such audit discloses a deficiency in  excess  of
*    of  the  amount actually paid for the subject period, Licensor's
subsequent   audits  may  cover  any  period,  in   Licensor's   sole
discretion.

      10.2   If,  as  a result of any audit of Licensee's  books  and
records,  such  audit discloses a deficiency in the  payment  of  any
amount  due  hereunder, such deficiency shall become immediately  due
and  payable  with  interest at the rate provided in  Paragraph  13.1
below from the date when such payment should have been made.   If any
audit  shall  reveal  an  overpayment of any  amount  due  hereunder,
Licensor shall promptly refund the amount thereof to Licensee.     In
the  event  the deficiency  shall  be  in  excess  of    *    of  the
amount  actually paid for the subject period, Licensee shall  pay  to
Licensor  upon  demand the cost of such audit as well  as  all  costs
associated  with  two  (2)  subsequent  audits.    In   the  event  a
deficiency should occur that is in excess of    *   , and  if  during
any  five  (5)  consecutive Annual Periods  thereafter  another  such
deficiency shall be disclosed,  and  such deficiency is in excess  of
*   ,  then  Licensor,  in  addition to all other  remedies  provided
herein,  shall have the option to terminate this Agreement  upon  ten
(10) days notice.

11.           THE LICENSED MARK; COPYRIGHT; PATENT

           11.1  Licensee shall not use any of the Licensed Marks, in
whole  or in part, as a corporate name or trade name.  Licensee shall
not  use  any  name in connection with any of the Licensed  Marks  in
connection with Articles or any related materials, without the  prior
consent of Licensor.

     11.2    (a)    Licensor  hereby  represents  and  warrants  that
Licensor  and  Licensor's parent company are the sole owners  of  all
right,   title  and  interest  in  and  to  the  Licensed  Marks   as
specifically  provided in Schedules "D" and "E" attached  hereto  and
made  part hereof. Licensee hereby acknowledges that Licensor is also
the owner of the goodwill attached or which shall become attached  to
the  Licensed  Marks  in connection with the business  and  goods  in
relation  to which the same has been, is or shall be used.  Sales  by
Licensee  shall be deemed to have been made by Licensor for  purposes
of  trademark  registration and all uses of  the  Licensed  Marks  by
Licensee shall inure to the benefit of Licensor.  Licensee shall  not
do or suffer to be done by its parent, affiliates or related entities
any act or thing which may adversely affect any rights of Licensor in
and  to  any  of the Licensed Marks or any registrations  thereof  or
which,  directly or indirectly, may reduce the value of  any  of  the
Licensed Marks or detract from its reputation.

     (b)    Licensor  represents  and  warrants  that  no  claim   is
currently  being asserted or threatened by any governmental  body  or
third party and, to Licensors' knowledge, there exists no valid basis
for  any  claim:  (a) that the use of any of the  Licensed  Marks  in
connection  with  Products violates the rights of a  third  party  in
those  jurisdictions provided in Schedules "D" and "E"; (b) currently
challenging  the enforceability or validity of any registrations  for
any  of  the Licensed Marks or by a third party currently challenging
the  validity of any applications for the registration of any of  the
Licensed  Marks; or (c) currently challenging the use of any  of  the
Licensed  Marks on the grounds that such use violates the  legitimate
rights  of a third party in those jurisdictions provided in Schedules
"D"  and  "E" .   No such registration or application as provided  in
Schedule  "D" or  Schedule "E"  has lapsed, expired or been abandoned
or  canceled  or   is  the  subject  of  any  pending  or  threatened
opposition or cancellation proceeding before the respective trademark
office.




Licensor  shall use commercially reasonable efforts to  maintain  and
ensure  the continued validity of all registrations obtained for  any
of the Licensed Marks existing as of the date hereof or obtained from
time   to   time,  including  taking  steps  required   to   maintain
registration  and  to  prosecute to completion pending  applications.
Upon  reasonable  request  of  Licensee,  Licensor  shall  file   and
prosecute  new  applications  to  register  the  Licensed  Marks  for
Products  in other jurisdictions in which Licensee notifies  Licensor
that Product shall be sold.

           11.3   Licensee  shall  use  the  Licensed  Marks  in  the
Territory   strictly   in  compliance  with  all   applicable   legal
requirements  and shall use such markings in connection therewith  as
may be required by applicable law, statute or regulation in order  to
give  appropriate notice of any trademark, trade name or other rights
therein or pertaining thereto.

      11.4  Licensee shall never challenge Licensor's ownership of or
the  validity  of  any of the Licensed Marks or any  application  for
registration thereof, or any trademark registration thereof,  or  any
rights  of Licensor therein, nor shall Licensee seek to register  any
of  the  Licensed Marks or any variation or simulation thereof within
or  without the Territory.   Further, Licensee shall cooperate  fully
with  any  reasonable  request by Licensor  in  connection  with  any
application,  registration or filing in connection with  any  of  the
Licensed   Marks.    All  costs  incurred  in  connection  therewith,
including  the  costs  of  prosecuting or  defending  opposition  and
cancellation  proceedings and obtaining clearances and the  costs  of
the  maintenance and renewal of any registrations which hereafter may
issue,  as  well  as attorney's fees, search costs and  filing  fees,
shall be defrayed by Licensor.  The provisions of this Paragraph 11.4
and Licensee's obligations hereunder shall survive the expiration  or
termination of this Agreement.

     11.5  (a)  Licensor shall take such action as it deems advisable
for  the  protection of its rights in and to the Licensed  Marks  and
Licensee shall fully cooperate with Licensor in connection therewith,
at  Licensor's sole expense.  However, Licensor shall not be required
to  take  any action if it deems it inadvisable to do so and Licensee
may  not  take  any action with respect to any of the Licensed  Marks
without Licensor's prior written approval which approval shall not be
unreasonably withheld or delayed.  Each party shall notify  the other
promptly  after becoming aware of: (a) an infringement or  threatened
infringement  of  any of the Licensed Marks; or  (b)  any  actionable
imitation  of  any  of  the Licensed Marks or Articles  or  of  their
packaging or advertising.  In such notice,  the notifying party shall
identify  the  alleged  infringer or imitator and  shall  specify  in
reasonable   detail   the  nature  of  the  acts  constituting   such
infringement  or  actionable imitation.   Within  a  reasonable  time
thereafter in light of the circumstances, Licensor shall determine on
a reasonable basis   what action, if any, is deemed advisable for the
protection  of   its  rights in and to the  Licensed  Marks  and  the
Articles.    If  requested  to  do so  by  Licensor,  Licensee  shall
cooperate with and follow the directions of Licensor in all  respects
in  connection therewith.  Any actions contemplated by this Paragraph
11.5(a)  shall  be  controlled  by Licensor.   The  costs,  fees  and
expenses  incurred  by  Licensor and those incurred  by  Licensee  in
connection with any action proposed to be taken under this  Paragraph
11.5(a) shall be defrayed exclusively by Licensor.

          (b)    Licensor shall not be required to take action in any
particular  circumstance involving infringement or counterfeiting  if
it  deems it inadvisable to do so; provided, however, Licensor  shall
not  unreasonably withhold its approval if Licensee desires  to  take
action  in  any such circumstance if Licensor elects not  to  do  so.
Licensee  acknowledges that Licensor shall not  approve  of  Licensee
taking  any  such  action  if  Licensor is  advised  by  its  outside
trademark  counsel that pursuing such action could  have  a  material
adverse  effect on any of the Licensed Marks.   If Licensor  approves
of  the  taking  of  any  such  action by  Licensee,  Licensor  shall
cooperate  with  Licensee  in all respects in  connection  therewith.
Licensee  shall  consult  with Licensor  concerning  developments  in
respect  of  any such action and no settlement thereof  may  be  made
without  the  approval of Licensor.   The costs,  fees  and  expenses
incurred  by  Licensee and those incurred by Licensor  in  connection
with  any action taken under this Paragraph 11.5(b) shall be defrayed
exclusively by Licensee.

           (c)      Any recovery in any action taken under 11.5(a) or
(b)  first shall be applied toward the reimbursement of the  parties'
costs  and  then  shall be split based upon the  relative  amount  of
damage specifically allocated to each of the parties.

     11.6  Licensee shall assist Licensor in procuring, at Licensor's
request,  any  copyright able registrations relating to  any  of  the
packaging  or any advertising of any Articles or any of the  Licensed
Marks.   The  cost  of  obtaining  and  maintaining  such   copyright
registrations shall be borne solely by Licensor.  Any copyright which
may  be  created  in  any  Article or related  material  designed  or
approved  by  Licensor shall be the sole property of  Licensor.   Any
Articles  for which copyright registrations have been obtained  shall
have such appropriate copyright notice affixed thereto.

     11.7  Licensee shall assist Licensor in procuring, at Licensor's
request,  any  patent  applications  and  subsequent  letters  patent
relating to any design or device used in connection with the Articles
including,  without limitation, assigning any rights in and  to  such
patents  on behalf of Licensee's employees to Licensor.  The cost  of
obtaining  and maintaining such letters patent shall be borne  solely
by  Licensor.   Any  patent which may be created in  any  Article  or
related  material designed or approved by Licensor shall be the  sole
property  of Licensor.  Any design or device used in connection  with
the  Articles  for which letters patent have been issued  shall  have
such appropriate patent notice affixed thereto.

12.      INDEMNITY; INSURANCE

     12.1(a)    Licensee  shall  hold  Licensor,  Mr.  Kenneth  Cole,
individually,  and Kenneth Cole Productions, Inc. (the "Parent")  and
their  respective  affiliates, as well as  the  directors,  officers,
employees  and agents, and  the respective successors and assigns  of
Licensor  and its Parent, harmless from and shall indemnify  each  of
them against any losses, liabilities, damages and expenses (including
interest,  penalties  and reasonable attorneys'  fees  and  expenses)
which  any of them may incur or become obligated to pay, or for which
any  of  them  may  become  liable to pay in  any  action,  claim  or
proceeding  against any of them, by reason of any  representation  or
warranty on the part of Licensee being untrue in any material respect
or  by  reason  of  any acts, whether of omission or  commission,  by
Licensee,  any of its affiliates, contractors, suppliers  or  any  of
their  respective affiliates, agents or employees arising out  of  or
related  to  this Agreement.   Licensee's indemnification  obligation
also  shall apply to any action, claim or proceeding against  any  of
the  indemnities  brought  by  or on  behalf  of  any  of  Licensee's
affiliates,  customers, contractors or suppliers arising  out  of  or
relating  to  their  relationships or  dealings  with  Licensee,  the
termination  thereof or otherwise.  The provisions of and  Licensee's
obligations under this Paragraph 12.1(a) shall survive the expiration
or termination of this Agreement.

     (b)   Licensor shall hold Licensee and its directors,  officers,
employees  and agents, and their respective successors  and  assigns,
harmless  from and shall indemnify each of them against  any  losses,
liabilities, damages and expenses (including interest, penalties  and
reasonable attorneys' fees and expenses) which any of them may  incur
or  become  obligated  or  liable to pay  in  any  action,  claim  or
proceeding  against any of them in the event the use of  any  of  the
Licensed  Marks or any designs supplied to Licensee  by Licensor  and
used  by  Licensee  without  notification,  in  accordance  with  the
requirements hereof, infringes upon the trademark, tradename or other
intellectual property rights of a third party. The provisions of  and
Licensor's obligations under this Paragraph 12.1(b) shall survive the
expiration or termination of this Agreement.

     (c)   Each indemnitee  shall give the indemnifying party  prompt
notice  of  any such action, claim or proceeding and the indemnifying
party, in its sole discretion, then may take such action as it  deems
advisable to defend the action, claim or proceeding on behalf of  the
indemnitee.   If appropriate action is not taken by  the indemnifying
party  timely  after its receipt of notice from  the indemnitee,  the
indemnitee may defend the action, claim or proceeding, but with  only
one  counsel reasonably acceptable to  the indemnifying party and  at
standard  rates, and no compromise or settlement may be made  without
the  approval  of  Licensor, which shall not be withheld  or  delayed
unreasonably.   In either case, the indemnitee and  the  indemnifying
party  shall  keep  each other fully advised of all developments  and
shall  cooperate fully with each other in connection with the defense
of  the  action,  claim  or  proceeding.    Also,  no  compromise  or
settlement of any such action, claim or proceeding may be made unless
full  releases  as  to  the  subject matter  are  obtained  for   the
indemnifying  party  and  for the indemnitee.    The  indemnification
provided  herein  applies solely to: (a) the amount of the judgement,
if  any,  against the indemnitee; (b) any sums paid by the indemnitee
in  settlement;  and (c) any expenses incurred by the  indemnitee  in
connection with its defense.

           12.2   Licensee  shall procure and  maintain  at  its  own
expense  in full force and effect at all times during which  Articles
are  being  sold  a  public liability insurance  policy  which  shall
include products liability coverage with respect to Articles, with  a
limit  of  liability  of not less than   * .  Such  insurance  policy
shall  be  written  for the benefit of Licensee, with  Licensor,  Mr.
Cole, individually, and Licensor's Parent as additional insureds  and
shall  provide for at least thirty (30) days prior notice to Licensor
of  the  cancellation or substantial modification thereof.   Licensee
shall  deliver  certificates  of such insurance  to  Licensor  within
thirty (30) days of the date hereof and thirty (30) days prior to any
renewal  thereof.  Nothing in this paragraph 12.2 shall be deemed  to
limit  the  indemnification provisions of paragraph 12.1  (a)  above.
Licensee may maintain the required liability insurance in the form of
a  blanket  policy  of  Licensee; provided, however,  Licensee  shall
provide Licensor with certificates of insurance at the times, in  the
amounts and for the benefit of the parties as provided hereinabove.

13.           DEFAULTS

            13.1  (a) In the event Licensee fails to make any payment
due to Licensor hereunder and such default shall continue uncured for
a  period  of   ten (10) business days after receipt of  notice  from
Licensor  that  such  payment  was  due  and  payable,  Licensor  may
terminate  this  Agreement forthwith by notice thereof  to  Licensee.
Interest  shall  be payable with respect to late payments  and  shall
accrue  at  a rate equal to two (2) full percentage points  over  the
prime  rate  being charged in New York, New York by the Bank  of  New
York  as  of  the  close of business on the date  the  payment  first
becomes due.









     (b)  In the event that:

     (i)  Licensee discontinues the distribution of Articles for a period
          of sixty (60) or more consecutive days after the initial launch
          hereunder;

     (ii) Licensee knowingly or intentionally violates the provisions of
          Paragraph 1.5(a) hereinabove;

     (iii)     after  the second Annual Period and thereafter  during
          the  term  hereof,  Net Sales in any  two  (2)  consecutive
          Annual  Periods  are less than the Guaranteed  Minimum  Net
          Sales   for such Annual Periods as such Guaranteed  Minimum
          Net Sales are expressly provided in Sections 7.1(a) (b) (c)
          and  (d) hereinabove and not as such Guaranteed Minimum Net
          Sales may be adjusted from time to time; provided, however,
          in  the  event Licensee does not achieve Guaranteed Minimum
          Net  Sales  in  any Annual Period and such shortfall  is  a
          direct  consequence of Licensor's withdrawing  approval  of
          customers previously approved by Licensor, such failure  to
          achieve Guaranteed Minimum Net Sales shall not be deemed  a
          default hereunder;

     (iv)      Off-Price  Sales in any Annual Periods are  more  than
          *   of Net Sales twice during any five (5)  Annual Periods;
          or

     (v) Licensee  fails  to  spend  any shortfall  of   the  Minimum
          Marketing Amount in  the next succeeding Annual Period;

then  in  any  such  event,  Licensor may  terminate  this  Agreement
forthwith by notice thereof to Licensee.

     (c)    In  the  event  Licensee fails  to  perform  any  of  its
obligations  under this Agreement other than those  specifically  set
forth  in Paragraphs 13.1(a) and 13.1(b) hereunder, and such  default
is not curable or, if curable, shall continue uncured for a period of
twenty-five  (25)  days after notice thereof from the  non-defaulting
party,  then  the  non-defaulting party, at its  sole  election,  may
terminate  this  Agreement  forthwith  by  notice  thereof   to   the
defaulting  party;  provided, however, in the event  such  defaulting
party  has  commenced to cure any such breach during said twenty-five
(25) day period and is thereafter diligently prosecuting the cure  of
such  breach, such default shall be deemed to have been cured  unless
and  until the defaulting party has not, in fact, cured such  default
within ninety (90) days of the initial notice of such default.

     13.2  (a) In the event Licensor fails to make any payment due to
Licensee  hereunder  and such default shall continue  uncured  for  a
period  of   ten  (10)  business days after receipt  of  notice  from
Licensee  that  such  payment  was  due  and  payable,  Licensee  may
terminate  this  Agreement forthwith by notice thereof  to  Licensor.
Interest  shall  be payable with respect to late payments  and  shall
accrue  at  a rate equal to two (2) full percentage points  over  the
prime  rate  being charged in New York, New York by the Bank  of  New
York  as  of  the  close of business on the date  the  payment  first
becomes due.







     (b)    If Licensor fails to perform any of its other obligations
under  this Agreement and such default is not curable or, if curable,
shall  continue uncured for a period of twenty-five (25)  days  after
notice thereof from the non-defaulting party, then the non-defaulting
party,  at  its sole election, may terminate this Agreement forthwith
by  notice thereof to the defaulting party; provided, however, in the
event  such  defaulting party has commenced to cure any  such  breach
during  said twenty-five (25) day period and is thereafter diligently
prosecuting the cure of such breach, such default shall be deemed  to
have  been  cured unless and until the defaulting party has  not,  in
fact,  cured  such  default within ninety (90) days  of  the  initial
notice of such default.

               13.3  (a) In the event that Licensee or Licensor files
a  petition  in  bankruptcy, is adjudicated a  bankrupt  or  files  a
petition  or  otherwise  seeks  relief  under  or  pursuant  to   any
bankruptcy, insolvency or reorganization statute or proceeding, or if
a  petition in bankruptcy is filed against it or it becomes insolvent
or  makes  an assignment for the benefit of creditors or a custodian,
receiver  or trustee is appointed for it or a substantial portion  of
its  business or assets, this Agreement shall terminate automatically
without notice.

                    (b)  No  assignee for the benefit  of  creditors,
custodian,  receiver,  trustee in bankruptcy, sheriff  or  any  other
officer of the court or official charged with taking over custody  of
Licensee's assets or business may continue this Agreement or  exploit
any  of  the Licensed Marks if this Agreement terminates pursuant  to
paragraph 13.2(a) above.

       13.4    Licensee  shall  not  knowingly,  nor  shall  Licensee
knowingly  suffer  or  permit any person or  entity  engaged  in  the
manufacture  or  distribution of Articles, to violate any  applicable
labor  laws.  In the event either of the parties hereto become  aware
of  any  such violation, Licensee shall take commercially  reasonable
steps  necessary to rectify said violation, including but not limited
to,  suspending shipments of Articles from said person or entity. Any
shipment  of Articles knowingly produced or accepted in violation  of
applicable  labor  law  shall be deemed  to  be   a  breach  of  this
Agreement.  Uncured, serious or repeated violations shall  result  in
termination, subject to the rights and remedies of Licensor.

14.           RIGHTS ON EXPIRATION OR TERMINATION

     14.1   Upon  termination of this Agreement pursuant to Paragraph
13.1(a) or 13.1(b)(i), Licensee shall pay to Licensor, within  twenty
(20)  days  of  the date of termination as liquidated damages  solely
with  respect to Licensee's financial obligations hereunder, and  not
as a penalty, a sum equal to    *

           14.2    (a)  Notwithstanding the expiration or termination
of this Agreement, Licensor shall have and hereby reserves all rights
and remedies which it has, or which are granted to it by operation of
law  or equity: (i) to enjoin the unlawful or unauthorized use of the
Licensed  Marks;  (ii) to collect any amounts  payable   to  Licensor
pursuant  to  this  Agreement,  including  but  not  limited  to  the
liquidated  damages  referred to in Paragraph 14.1  hereinabove;  and
(iii)  to recover any other damages resulting from Licensee's  breach
hereof.

          (b)   Notwithstanding the expiration or termination of this
Agreement,  Licensee shall have and hereby reserves  all  rights  and
remedies which it has, or which are granted to it by operation of law
or  equity:  (i) to enjoin any violation of Licensor's confidentially
obligations  under Paragraph 18.2 hereinafter; (ii)  to  collect  any
amounts  payable to Licensee and (iii) to recover damages for  breach
of this Agreement.

           (c)   Each  party  shall  use all commercially  reasonable
efforts  to mitigate any damages arising out of any breach or default
by the other party hereunder.

      14.3  Licensee may, for an additional period of       *    only
from  the  date  of any termination or expiration, on a non-exclusive
basis,  sell  and dispose of its inventory on hand of  Articles  (the
"Sell-Off  Articles".)   The  sales of  such  Sell-Off  Articles  are
subject to all of the provisions hereof, including an accounting  for
and  the  payment  of  Sales  Royalty;  provided,  however,  Sell-Off
Articles  may  not  be  advertised or promoted  during  such  period.
Licensor reserves the right of first refusal with respect to any sale
of Sell-Off Articles.  The accounting and payment shall be due within
thirty (30) days after the close of such      *    .  No payments  of
Guaranteed  Minimum Royalty made during the Annual  Period  in  which
this  Agreement  shall terminate or expire shall be credited  against
any  Sales  Royalty payable on the sales of Sell-Off  Articles.   The
provisions of this Paragraph 14.3 shall in no event be applicable  if
this Agreement should terminate pursuant to Paragraphs; 13.2(a); .

      14.4    Except  as  provided in Paragraph 14.3  above,  on  the
expiration or termination hereof:  (a)  all rights of Licensee  shall
terminate forthwith and shall revert immediately to Licensor, and all
payments  of Sales Royalties and the Advertising Fee based  upon  Net
Sales theretofore made, shall become immediately due and payable; (b)
Licensee  may  no  longer  use any of the Licensed  Marks  and  shall
promptly  transfer  to Licensor, free of charge,  all  registrations,
filings and rights with regard to any of the Licensed Marks which  it
may  have  possessed  at any time; and (c) Licensee  thereupon  shall
deliver to Licensor, free of charge, all samples, sketches and  other
material  in  its possession which were designed by  or  approved  by
Licensor  or  used  in  connection with  the  business  conducted  by
Licensee hereunder and all other material in its possession with  any
of  the  Licensed Marks thereon.  After the expiration or termination
hereof,  Licensee shall not use or permit others to use any  of  said
sketches  or other material in connection with Products or any  other
merchandise,  other  than  samples  or  sketches  relating  to  basic
Articles   and  except  as  expressly  permitted  by  Paragraph   3.3
hereinabove.

15.           NOTICE

          15.1  All reports, approvals, requests, demands and notices
required or permitted hereby shall be in writing and shall be  deemed
to be duly given if personally delivered, if delivered by nationally-
recognized overnight courier or mail service, such as Federal Express
or  Express Mail, if sent and acknowledged via facsimile transmission
or  if  mailed  (by  certified  or registered  mail,  return  receipt
requested) to the party concerned at its address set forth below:









 .






          To Licensor:    c/o Kenneth Cole Productions, Inc.
                     at the address set forth on page 1:
                      Attention:  PETER SIMMONDS,
                                                            Senior
Vice President, Licensing
                      Fax:  (212) 713-6666

          with a copy to:   STANLEY A. MAYER,
                                  Executive Vice President and Chief
          Financial Officer
                       Fax: (201) 583-8577

          and a copy to:    PATRICE F. COHEN, Esq., Vice President
     and
                      General Counsel
                      Fax: (201) 583-8588

          To Licensee:      at the address set forth on page 1:
                       Attention:  RICHARD F. ZANNINO,
                         Senior   Vice   President  -   Finance   and
Administration and
                       Chief Financial Officer
                       Fax: (212) 626-1888

          with a copy  to:    ROBERTA S. KARP, Esq. Vice President  -
                     Corporate Affairs  and General Counsel
                      Fax: (201) 295-7803

Either party may, from time to time, designate a different address by
giving written notice to the other designating such address.

16.           ASSIGNABILITY; BINDING EFFECT

           16.1   (a) The performance of Licensee hereunder is  of  a
personal  nature  and,  therefore, neither  this  Agreement  nor  the
license   or   other  rights  granted  hereunder  may  be   assigned,
sublicensed  or  transferred  by  Licensee  and  any  such  attempted
assignment, sublicense or transfer, whether voluntary or by operation
of  law,  directly or indirectly, shall be void and of  no  force  or
effect,  except  as  expressly permitted  by  Paragraphs  1.1(c)(ii),
1.1(d) or this Paragraph 16.1(a).

           (b)  Notwithstanding anything to the contrary contained in
Paragraph 16.1(a), Licensee may assign this Agreement to one  of  its
or its parent Company's wholly-owned direct or indirect subsidiaries,
provided  that  said subsidiary executes and delivers to  Licensor  a
duplicate original hereof, thereby binding it, as "Licensee," to  the
terms of this Agreement.

           (c)     Notwithstanding anything to the contrary set forth
in  this  Paragraph 16.1, nothing herein shall be deemed to  prohibit
Licensee's parent company from merging or consolidating with or being
taken  over by or selling all substantially all of its assets to  any
entity,  whether  public or private, or any of its affiliates  or  of
Licensee or any of its affiliates.

            (d)     Any  assignment  or  transfer  pursuant  to  this
Paragraph 16.1 shall not relieve the Licensee named herein  from  any
of  its  obligations hereunder and Licensee shall  remain  fully  and
primarily liable therefor.



           16.2   This  Agreement shall inure to the benefit  of  and
shall  be  binding  upon  the parties, their  respective  successors,
Licensor's   transferees   and  assigns  and   Licensee's   permitted
transferees and assigns.

17.           ARBITRATION; COURT ACTIONS

           17.1   Except as specifically set forth in this Agreement,
any  and  all disputes, controversies and claims arising  out  of  or
relating  to  this Agreement or concerning the respective  rights  of
obligations  hereunder  of  the  parties  hereto  [except   disputes,
controversies  and  claims  relating  to  or  affecting  in  any  way
Licensor's ownership of or the validity of the Licensed Marks or  any
registration  thereof,  or any application for  registration  thereof
(hereinafter referred to as ["Licensed Mark Disputes"])  or  disputes
regarding breaches of confidentiality shall be settled and determined
by  arbitration in New York, New York before the Commercial Panel  of
the  American Arbitration Association in accordance with and pursuant
to  the  then existing Commercial Arbitration Rules.  The arbitrators
shall  have  the  power to award specific performance  or  injunctive
relief  and reasonable attorneys' fees and expenses to any  party  in
any  such  arbitration and the courts shall have similar  power  with
regard  to  that  injunctive relief sought by  Licensor  pursuant  to
Paragraph  14.2  above and with regard to Licensed Mark  Disputes  or
disputes  regarding confidentiality (collectively  "Court  Actions").
However,  in any arbitration proceeding arising under this Agreement,
the  arbitrators shall not have the power to change, modify or  alter
any  express condition, term or provision hereof, and to that  extent
the scope of their authority is limited.  The arbitration award shall
be  final and binding upon the parties and judgement thereon  may  be
entered in any court having jurisdiction thereof.  The service of any
notice,  process,  motion or other document  in  connection  with  an
arbitration  under  this  Agreement or for  the  enforcement  of  any
arbitration award hereunder may be effectuated in the manner in which
notices are to be given to a party pursuant to Section 15 above.

      17.2   Court Actions shall be brought in New York, New York  in
any  court  having competent jurisdiction, except that Licensor  also
may  bring an injunctive proceeding in any jurisdiction where  deemed
appropriate by reason of its subject matter.   Licensor and  Licensee
irrevocably  submit  to  the jurisdiction of the  State  and  Federal
courts  in  New  York,  New  York  and  the  courts  in  such   other
jurisdictions  in  Court Actions and waive any claim  or  defense  of
inconvenient  forum or lack of personal jurisdiction  in  such  forum
under  any applicable law or decision or otherwise.   Service of  any
notice, process, motion or other document in connection with a  Court
Action may be made in the same manner that notices may be given under
Section   15 hereinabove.   However, Licensor and Licensee may  serve
process in any manner permitted by the laws of the State of New York,
or  by the State or Federal courts located therein, or by the laws or
courts  of  any  such  appropriate jurisdiction  or  any  subdivision
thereof.













18.          MISCELLANEOUS

           18.1  (a)  Licensee shall sell Articles to  Licensor,  its
Parent,  affiliates and related entities in the Territory within  the
Territory   (collectively  "Consumer  Direct   Entities")   in   such
quantities  as  may  be  reasonably  required  by  such  entities  in
accordance with the applicable production calendar.  All purchases of
Articles  shall be billed and paid on terms of sale no less favorable
to Licensor than the  same terms offered to any other retail customer
of  Articles of Licensee, less a      *    discount to such  Consumer
Direct  Entities,  including retail stores,  catalogs  and  Websites.
Said  discounts shall be taken off the  gross wholesale selling price
at the time such orders are placed, before markdowns and irrespective
of  close-outs.   Delivery of Articles shall not be  later  than  the
dates  of  delivery  of  the same Articles  to  any  other  customer.
Further,   the  outlet  stores owned and operated  by  such  Consumer
Direct  Entities shall have a first option to purchase  all  Articles
sold  as close-outs ("Closeouts").  Accordingly, before offering  any
Closeouts  to  any third party, Licensee shall deliver  to  any  such
Consumer Direct Entities  a schedule of available Closeouts and  such
Consumer  Direct  Entities  shall notify Licensee,  within  ten  (10)
business days after the receipt of any such schedule, which, if  any,
of  the  available  Closeouts such Consumer  Direct  Entities   shall
purchase.    The  terms of any such purchase of  Closeouts  shall  be
agreed to by such Consumer Direct Entities  and Licensee.        *

     (b)  At the request of Licensor, Licensee may sell Articles on a
non-exclusive basis, in such quantities as may be ordered  from  time
to  time, to Licensor's authorized international distributors outside
the  Territory (the "Foreign Distributors.")  The prices to  be  paid
for  Articles  sold  to  such Foreign Distributors  shall  be       *
"First  Cost" shall be deemed to mean the costs of the components  of
the  Articles, and any other raw materials plus assembly  costs,  FOB
freight  forwarder  in the country of origin plus  the  cost  of  the
certificate  of  origin and the export declaration and  the  cost  of
quota.   All other terms of sale shall be no less favorable  to  said
Foreign Distributors then to any other customer of the Articles.   In
the  event   Licensee shall sell Articles to any Foreign Distributor,
Licensee shall deal directly with such Foreign Distributor and  shall
look  solely  to it in such dealings. No Sales Royalty or Advertising
Fee  shall  be  due  and  payable on any sales under  this  Paragraph
18.1(b); neither shall Licensee include such sales in the calculation
of its Guaranteed Minimum Net Sales hereunder.

     18.2 Neither Licensor nor Licensee shall, at any time during the
term  of this Agreement, disclose or use for any purpose, other  than
as specifically required under this Agreement or by any law, statute,
regulation  or  rule  required  of any publicly-held  company  or  as
permitted  by  Paragraph 6.5 hereinabove, any  acquired  confidential
information   or  data  relating to the business  operations  of  the
other party or the terms and conditions of this Agreement.










      18.3    Subject to the terms, provisions and covenants of  this
Agreement,  Licensor  may, at any time after  Licensee  has  notified
Licensor that it intends not to exercise any renewal right hereunder,
or  after  Licensor notifies Licensee that Licensor shall  not  renew
this  Agreement,  negotiate  and enter  into  agreements  with  third
parties pursuant to which it may grant licenses to use any or all  of
the  Licensed  Marks in connection with the manufacture, distribution
and/or  sale  of Products in the Territory, but only if, pursuant  to
such third party agreements, the collections of such Products are not
shipped prior to the termination of this Agreement.   Nothing  herein
shall be construed to prevent any such new licensee from showing such
Products  and  accepting  orders therefor prior  to  the  termination
hereof.

           18.4  This Agreement shall be construed and interpreted in
accordance  with  the  laws of the State of New  York  applicable  to
agreements  made  and  to be performed in said  State,  contains  the
entire  understanding and agreement between the parties  hereto  with
respect  to the subject matter hereof, supersedes all prior oral  and
written understandings and agreements relating thereto and may not be
modified,  discharged or terminated, nor may any  of  the  provisions
hereof  be  waived orally. With respect to any matters in  connection
with   any  of  the  Licensed  Marks,  the  laws  of  the  applicable
jurisdiction shall apply.

           18.5   Nothing herein shall be construed to constitute the
parties hereto as partners or  as joint venturers, or either as agent
of  the other.  Under no circumstances shall Licensee hold itself out
as an affiliate or subsidiary of Licensor or as being associated with
Licensor  other  than as a duly authorized Licensee of  the  Licensed
Marks.   Licensee shall have no power to obligate or bind Licensor in
any manner.

          18.6   No waiver by a party, whether express or implied, of
any  provision  hereof,  or of any breach or default  thereof,  shall
constitute  a  continuing waiver of such provision or  of  any  other
provision  of  this  Agreement.  Acceptance of payments  by  Licensor
shall not be deemed a waiver of any violation of or default under any
of the provisions hereof by Licensee.

     18.7   Licensor and Licensee represent and warrant to each other
that  it  has  not dealt with any broker, finder or other  person  in
connection  with  the negotiation and execution  of  this  Agreement.
Each  party agrees to and shall indemnify and hold harmless the other
from any and all losses, costs, damages, and expenses arising out  of
or  in connection with claims of any kind which assert the inaccuracy
or breach by the indemnitor of the above representation and warranty,
including, without limitation, attorneys' fees and court costs.

      18.8  Notwithstanding any other provision of this Agreement and
except  for  any  monetary obligations due under this Agreement,  any
performance  by  Licensee or Licensor under this Agreement  shall  be
extended for the period of any delay caused by an act of God  or  the
public  enemy,  civil war, insurrection or riot,  fires,  explosions,
major accidents, governmental priorities, restrictions or allocations
or strikes or labor disputes, but in no event shall such extension be
longer  than one hundred eighty (180) days.  In any such  event,  the
party affected thereby shall promptly notify the other in writing  of
such affected party's inability to perform.





      18.9   (a) Licensor hereby represents and warrants to  Licensee
that: (i) it is a corporation duly organized, validly existing and in
good  standing under the laws of the State of Delaware; (ii)  it  has
all  requisite  power  and  authority to  execute  and  deliver  this
Agreement and to carry out the transactions contemplated hereby;  and
(iii)  the  execution by Licensor of this Agreement and the execution
of the transactions contemplated hereby do not and shall not conflict
with,  result  in  a  breach  of  the terms  and  conditions  of,  or
constitute  a  default under Licensor's articles of incorporation  or
bylaws,  or  to  the best of Licensor's knowledge  violate  any  law,
regulation  or  court order applicable to Licensor, or  any  license,
agreement, contract, indenture or other instrument to which  Licensor
is  now  a  party or by which Licensor or its assets may be bound  or
affected.

     (b)    Licensee hereby represents and warrants to Licensor that:
(i)  it is a corporation duly organized, validly existing and in good
standing  under the laws of the State of Delaware; (ii)  it  has  all
requisite  power and authority to execute and deliver this  Agreement
and  to carry out the transactions contemplated hereby; and (iii) the
execution  by  Licensee of this Agreement and the  execution  of  the
transactions contemplated hereby do not and shall not conflict  with,
result  in  a breach of the terms and conditions of, or constitute  a
default under, Licensee's articles of incorporation or bylaws, or  to
the best of Licensee's knowledge violate any law, regulation or court
order  applicable  to  Licensee or any license, agreement,  contract,
indenture or other instrument to which Licensee is now a party or  by
which Licensee or its assets may be bound or affected.

      18.10     Promptly  after the execution  hereof,  Licensor  and
Licensee  shall  each  prepare  and file  such  applications  as  are
necessary  to  obtain  notification  from  the  U.S.  Federal   Trade
Commission  or  the  U.S. Department of Justice that  all  applicable
waiting  periods  under the Hart-Scott-Rodino Antitrust  Improvements
Act  of 1976, as amended. have expired or terminated with respect  to
the  transactions contemplated hereby. Each of Licensor and  Licensee
shall prosecute all such applications in a diligent manner; provided,
however,  neither Licensor nor Licensee shall be obligated to  divest
itself  of  any assets or reorganize its existing business structures
or  those  of its affiliates.   Licensor and Licensee shall cooperate
with  each  other  in  connection with,  and  shall  take  all  steps
reasonably   necessary,  proper  or  desirable   to   expedite,   the
prosecution of such applications.   Licensor and Licensee shall  bear
its own costs in connection with such filings.

      18.11  In  consideration of the grant of the license hereunder,
Licensee shall pay to Licensor the sum of         *


















            IN WITNESS WHEREOF, the parties hereto have duly executed
this Agreement the day and year first above written.



K.C.P.L., INC.

                                                                 By:
________________________________

                                                                 Its:
_______________________________



                              L.C.K.C., LLC

          By:__________________________________

                              Its:__________________________________



































                             EXHIBIT "1"

                 Kenneth Cole Product Approval Form



Licensee :

Product Category :

Style/ Reference No:                                       Date:

Line:  Kenneth Cole New York                      Season:
         Reaction Kenneth Cole
         Unlisted
         Unlisted.com

Concept Approval Sketch/ Description:














Materials:







Approval Signature:
Date:

Final Sample Approval:
Date:

Production Approval:
Date:








EXHIBIT "2"

BUSINESS PLAN AND MARKETING PLAN SAMPLE



BUSINESS PLAN AND MARKETING PLAN SAMPLE


                         I.   BUSINESS PLAN

     A.   SALES OBJECTIVES-All BY BRAND

          1.   PROJECTED VOLUMES
          2.   PROJECTED DOORS
          3.   DISTIRIBUTION STRATEGIES
          4.   ANALYSIS OF PAST SEASON VOLUMES

     B.   ADVERTISING, MARKETING, PROMOTION AND PUBLIC RELATIONS
          OBJECTIVES BY BRAND

     C.   SHOP-IN-SHOPS BY BRAND

          1.   STRATEGIES
          2.   PROJECTED EXPENDITURES , CUSTOMER, DOOR

     D.   ORGANIZATIONAL STRUCTURE

     E.   LAUNCHES OF BRANDS, NEW CATEGORIES

     F.   ANALYSIS OF COMPETITION INCLUDING PRICING

     G.   QUALITY, SOURCING AND OPERATIONAL ISSUES


                         II.  MARKETING PLAN

     A.   STRATEGY,  INCLUDING EXPENDITURES, BY  BRAND  AND  TYPE  OF
          ADVERTSING VEHICLES, MARKETING AND PUBLIC RELATIONS

     B.   LAUNCH ACTIVITIES BY BRAND

     C.   COLLATERAL SUPPORT BY BRAND

     D.   MEDIA PLAN

          1.   ADVERTISING SCHEDULE BY BRAND FOR ALL PRINT MEDIA

          2.   RADIO AND TELEVISION, IF APPLICABLE, BY BRAND




SCHEDULE "A"

TERRITORY


*












































                            SCHEDULE "B"

                              PRODUCTS




                                   Suits
Dresses
Trousers
Sport Jackets
Blouses
Jeanswear
Activewear
Skirts
Pants
Shorts
Jeans
Overalls
Shirts
T-shirts
Vests
Sweaters
Tops
Bottoms
Bodywear/exercisewear
Cardigans
Rompers
Culottes
Jumpsuit
Blazers
Tunics
Jerseys
Sweatshirts
Sweatpants
Tank Tops




















SCHEDULE "C"

                 GUARANTEED MINIMUM BRAND NET SALES




*












































SCHEDULE "D"


*













































SCHEDULE "E"



*













































SCHEDULE "F"

PROHIBITED COMPETITORS


*












































SCHEDULE "G"

GROSS COSTS FOR SHOP-IN-SHOPS (expressed per square foot)


*













































                            SCHEDULE "H"

                          CUSTOMER LISTING


*





































                            SCHEDULE "I"

                          DOOR ASSUMPTIONS



*