EXHIBIT10.66

PORTIONS OF THIS EXHIBIT 10.66MARKED BY AN *** HAVE BEEN OMITTED PURSUANT TO A REQUEST FORCONFIDENTIAL TREATMENT AND FILED SEPARATELY WITH THE SECURITIES ANDEXCHANGE COMMISSION.

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EXECUTION COPY

CONFIDENTIAL - THIS DOCUMENT AND ITS SUBSTANCE ARE NOTTO BE USED OR DISCUSSED WITHOUT CONSENT OF CALVIN KLEIN, INC. THIS IS ADRAFT WHICH SHALL NOT BE BINDING UPON THE PARTIES AND DOES NOTCONSTITUTE AN OBLIGATION OF THE PARTIES. NO BINDING AGREEMENT OROBLIGATION WILL RESULT UNLESS A DEFINITIVE WRITTEN AGREEMENT ISEXECUTED AND DELIVERED BY THE PARTIES. NEITHER THIS DRAFT NOR ANY OTHERDRAFT, MEMO, OTHER WRITING NOR ANY ORAL CONVERSATION OR DISCUSSION ISTO BE CONSIDERED BINDING OR A COMMITMENT ON THE PART OF CALVIN KLEIN,INC.

CALVIN KLEIN, INC.

and

CK JEANSWEAR EUROPE, S.p.A.

THIS AMENDED AND RESTATEDLICENSE AGREEMENT ("Agreement") is made this1st day of January 1997, by and between CALVIN KLEIN, INC., a New Yorkcorporation having its principal business office at 205 West 39thStreet, New York, New York 10018 (hereinafter referred to as"Licensor"), on the one hand and CK JeanswearEurope, S.p.A. having its address, at Via Provinciale Lucchese, 181/11,50019, Sesto Fiorentino, Italy (hereinafter referred to as"Licensee") and it amends and restates in itsentirety a License Agreement dated as of May 9, 1995, as amended (the"Original License Agreement"), by and betweenLicensor and Corrado Fratini and Marcello Fratini (subsequentlyassigned to Licensee).

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Index

Section

|    |  |                           |  |  |  |  |
|----|--|---------------------------|--|--|--|--|
| 1  |  | Grant(Products/Territory) |
| 2  |  | Term                      |
| 3  |  | Design                    |
| 4  |  | Confidentiality           |
| 5  |  | QualityControl            |
| 6  |  | Operations                |
| 7  |  | Advertising               |
| 8  |  | ApprovalStandard          |
| 9  |  | Minimum GuaranteedFees    |
| 10 |  | PercentageFee             |
| 11 |  | EquityInterest            |
| 12 |  | Audit                     |
| 13 |  | Trademark                 |
| 14 |  | Infringement              |
| 15 |  | Copyright                 |
| 16 |  | OtherDesigners            |
| 17 |  | Indemnification/Insurance |
| 18 |  | Breach/Default            |
| 19 |  | Termination               |
| 20 |  | LicensorRepresentations   |
| 21 |  | LicenseeRepresentations   |
| 22 |  | Notice                    |
| 23 |  | Assignment                |
| 24 |  | EntireAgreement           |
| 25 |  | IndependentContractor     |
| 26 |  | NoWaiver                  |
| 27 |  | Severability              |
| 28 |  | GoverningLaw              |
| 29 |  | Service                   |
|    |

Schedules/Exhibits/AttachmentsSchedule A (Products) Schedule 3.1.1 Time and Action CalendarSchedule 24 (Shareholdings)

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W   I   T   N   E   S   S   E   T   H:

In consideration of the premises and the mutual covenantshereinafter set forth, Licensor and Licensee do hereby respectivelygrant, covenant and agree as follows:

Definitions: As used inthis Agreement, the following terms have the meanings specified orreferred to below.

"Articles" shallhave the meaning set forth in Section 1.1.1.

"CPI" shall mean the Consumer Price Index(All Cities - All Urban Consumers) as published by the United StatesDepartment of Labor (or the successor index).

"Eastern Europe" shall have the meaningset forth in Section 1.1.1.

"Form"shall have the meaning set forth in Section 1.1.1.

"Irregular and Close-out Articles" shallhave the meaning set forth in Section 10.1.

"Licensor's Data" shall have themeaning set forth in Section 4.1.

"LicensedMark" shall have the meaning set forth in Section1.1.1.

"Middle East" shall have themeaning set forth in Section 1.1.1.

"MinimumAdvertising Expenditure" shall have the meaning set forthin Section 7.2.

"Minimum GuaranteedFee" shall have the meaning set forth in Section 9.1.

"Minimum Net Sales Thresholds" shall havethe meaning set forth in Section 2.

"NetSales" shall have the meaning set forth in Section10.1.

"Percentage Fee" shall have themeaning set forth in Section 10.1.

"Products" shall have the meaning setforth in Section 1.1.1.

"Salesmen'sSamples" shall mean Articles sold to Licensee'scommercial agents and salesmen at a discount of at least 50% offthe wholesale price for use in promoting and selling Articles.

"Southern Africa" shall have the meaningset forth in Section 1.1.1.

"Territory" shall have the meaning setforth in Section 1.1.1.

"WesternEurope" shall have the meaning set forth in Section1.1.1.

Section 1. Grant (Products/Territory)

1.1.1    Licensor hereby grants to Licensee an exclusive licenseonly throughout certain countries in (i) "WesternEurope," namely Ireland, Great Britain, France, MonteCarlo, Germany, Spain, Portugal, Andorra, Italy, San Marino, VaticanCity, Belgium, the Netherlands, Luxembourg, Denmark, Sweden, Norway,Finland, Austria, Switzerland, Liechtenstein, Greece, Cyprus, Turkeyand Malta, (ii) the "Middle East," namelyLebanon, Israel, Palestine, Jordan, Syria, Iran, Saudi Arabia, Yemen,Qatar, Kuwait, Bahrain, Oman, and the United Arab Emirates, and (iii)"Eastern Europe," namely Hungary, CzechRepublic, Poland, Bosnia-Herzogovina, Croatia, Serbia, Slovenia,Romania, Bulgaria, Slovak Republic, Macedonia, Moldavia, Lithuania,Latvia, Estonia, Ukraine, Belorussia, Russia (C.I.S.), Georgia,Armenia, Azerbaijan, Kazakhstan, and Uzbekistan (except as providedbelow including Section 10.4.2) (Western Europe, together with theMiddle East, Eastern Europe and Southern Africa (as defined below) arehereinafter referred to as the "Territory")to use the mark "Calvin Klein" and"CK/Calvin Klein" (hereinafter referred to asthe "Licensed Mark") only in the form of thelogo Calvin Klein Jeans" and/or "CK/CalvinKlein Jeans" as may be approved by Licensor("Form") on and in connection with themanufacture, distribution and sale at wholesale solely of the items ofwomen's jeans and jeans related apparel and men's jeans andjeans related apparel as are set forth on Schedule A annexed hereto(hereinafter referred to as "Products"). Inaddition to the foregoing, Licensor hereby grants effective 1

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June 1997 to Licensee an exclusive license inSouth Africa, Botswana, Mozambique, Namibia, Swaziland and Zimbabwe(collectively, "Southern Africa") to use theLicensed Mark in the Form solely for the purpose of permitting Licenseeto grant a sublicense to a third party for the distribution and sale ofProducts in Southern Africa to be approved in advance by Licensor (the"Sublicense"); provided,that, if the Contract Fee (as defined in the Sublicense) isnot paid to Licensor simultaneously with the execution of theSublicense or not later than thirty (30) days following execution ofthe Sublicense, then Southern Africa shall not be part of the Territoryand the provisions of this sentence shall be null and void and of nofurther force and effect. Products produced by or for Licensee andapproved by Licensor, from time to time, for each collection for saleunder this Agreement hereinafter shall be referred to as"Articles." Notwithstanding the foregoing,the license granted hereunder with respect to manufacture isnon-exclusive and Licensor retains the right to *** Licenseeacknowledges that Licensor's grant hereunder does ***

1.1.2 Licensee's right to use the Licensed Mark in the Form onArticles is ***

1.2 All Articles shall bear the Licensed Markonly in the Form except as hereinafter provided, and no Article shallbe sold or otherwise distributed by Licensee under any mark other thanthe Licensed Mark. Licensor reserves all rights to the *** Licenseespecifically acknowledges that Licensor has retained:

(a) the right to use, and to grant to any otherthird party the right to use, the Licensed Mark:

(i)    in the Territory, with regard to *** and

(ii)    outside the Territory, with regard to ***

(b) the right to use, and to grant to any otherthird party the right to use the mark *** and

(c) the right to ***

1.3 Licenseeacknowledges that Articles hereunder may bear some similarity of designto other items of merchandise which hereafter may be distributed orsold in the Territory in connection with the Licensed Mark by eitherLicensor or Licensor's duly authorized licensees or others andfurther acknowledges that such similarity of design shall not be deemeda breach of or default under this Agreement.

1.4 Licenseeacknowledges that ***

1.5 Licensee will use its best efforts toexploit the rights herein granted throughout each and everyjurisdiction in the Territory and to sell the maximum quantity of eachcategory of Articles in each and every jurisdiction in the Territorytherein consistent with the high standards and prestige represented bythe Licensed Mark.

1.6 Licensee shall not export Articles fromthe Territory and shall not sell Articles to any third party which itknows, has reason to believe or should have reason to believe intendsto export Articles from the Territory.

1.7 Licensee acknowledgesthat Licensor has entered into, and will hereafter enter into, licenseswith third parties regarding the use of the Licensed Mark and/or theForm on Articles in jurisdictions outside the Territory and thatLicensor may grant third parties the right to produce Products for saleoutside the Territory. Licensee agrees to fully co-operate with suchthird parties, as requested by Licensor including but not by way oflimitation, ***

1.8 Furthermore, Licensee agrees that themarketing placement and distribution of Articles in the Territory maybut shall not necessarily be the same as that for Products being sold*** Licensee acknowledges that Licensor has heretofore grantedexclusive distributorships to third parties in the Territory and thatthe license granted hereunder is subject to the same. Licensee agreesto assume and to fully comply with all of Licensor's obligationsprovided therein or relating thereto, including but not by way oflimitation, *** Licensee further acknowledges that Licensor hasheretofore entered into an 

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exclusive distributorship with a third partyfor the jurisdictions of *** Furthermore, if requested by Licensor, andsubject to availability, Licensee will ***

Section 2.Term

2.1 Except as set forth in Section 2.2, theinitial term of this Agreement will be ten (10) years and eight (8)months commencing as of 1 May 1995 and continuing through 31 December2005, unless sooner terminated in accordance with the provisionshereof. This Agreement shall be renewed for up to two (2) consecutiveadditional terms of ten (10) years, each commencing 1 January 2006, and1 January 2016, respectively, but such renewal shall be effective onlyif (a) Licensee is in compliance with all of the terms and conditionsof this Agreement throughout the initial term, or the then currentterm, as applicable, (b) "Net Sales" forWestern Europe during each Annual Period have attained or exceeded the"Minimum Net Sales Thresholds" set forthbelow:

|                  |  |                                           |  |           |  |  |
|------------------|--|-------------------------------------------|--|-----------|--|--|
| AnnualPeriod     |  | Western EuropeMinimum Net SalesThresholds |
| 1(95-96)         |  |                                      |  | ***  |
| 2(1997)          |  |                                      |  | ***  |
| 3(1998)          |  |                                      |  | ***  |
| 4(1999)          |  |                                      |  | ***  |
| 5(2000)          |  |                                      |  | ***  |
| 6-10(2001-2005)  |  |                                      |  | ***  |
| 11-20(2006-2015) |  |                                      |  | ***  |
|                  |

(c) Licensee is incompliance with the minimum net worth and other financial covenantsrequired herein, and (d) Licensee has, in the sole determination ofLicensor, continued throughout the initial term of the Agreement tomaintain the high quality standards necessary to reflect the prestigeand reputation of the Articles and the Licensed Mark. Licensor mayspecifically waive compliance with any of the foregoing. At least 90days prior to each such renewal, Licensee shall deliver to Licensor adetailed business plan for its operations for the renewal period whichshall contain reasonably detailed projections prepared by Licensee ingood faith. The twenty (20) month period commencing 1 May 1995, thetwelve (12) month period commencing 1 January 1997 and each twelve (12)month period commencing on each 1 January thereafter during the term ofthis Agreement, shall each constitute and hereinafter shall be referredto as an "Annual Period."

2.2Notwithstanding the provisions of Section 2.1, the initial term of thisAgreement for Eastern Europe and the Middle East shall terminate on 31December 2000 and may not be renewed unless before December 31, 1997,(i) Licensee shall have submitted a *** In addition, notwithstandingthe provisions of Section 2.1, the ***

Section 3.Design

3.1.1 Licensee will cooperate with Licensor andLicensee and Licensor will each use their respective best efforts inthe preparation of seasonal collections of Articles in accordance withthe Time and Action Calendar attached hereto as Schedule 3.1.1**.**Licensee will provide Licensor, at least ***

3.1.2 Inconnection therewith, Licensor or Licensor's designee, CalvinKlein Jeanswear Company ("Designee") will***

3.2 In order to present cohesive and representativecollections of Articles, Licensee will utilize substantially all of thedesigns or samples submitted by Designee or approved by Licensor and/orsuch designs or samples developed by Licensor and produce, offer forsale, and ship as ordered, those Articles which are produced therefrom,except as Licensor may otherwise consent. Within thirty (30) daysfollowing the close of each seasonal collection, Licensee will provideLicensor with the sales results, by style on a unit basis, of Articlesshown and sold for such seasonal collection.

3.3 Licensee mayuse only sketches, designs, colors and other materials provided byDesignee or Licensor or approved by Licensor in connection withArticles. If Licensee rejects any such sketches, 

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designs, color samples or other materials andchooses not to use them in connection with Articles, Licensee mustreturn such sketches, designs, color samples and other materials atLicensee's expense, and may not use them or permit their use byany unauthorized parties thereafter.

3.4 Licensor may use andpermit others to use sketches, designs and other materials provided orapproved by Licensor for use in connection with Articles in any mannerit desires, provided that such use does not conflict with any rightsgranted Licensee hereunder.

3.5 Licensee will be responsible formaking all prototypes and samples as well as for the production ofArticles, and Licensee will bear all costs in connection therewith.Licensee will be responsible for and will bear all costs involved inthe design, development and construction of showrooms and in-storeshops or stores in which Articles are sold, all of which shall besubject to the ongoing approval of Licensor (except to the extent suchstores bear such costs) including costs of Licensor's visualdisplay personnel which may include certain per diem costs based uponreasonable third party rates, for services usually performed by thirdparties based upon estimates provided to and approved by Licensee, andthe costs (including per diem costs based upon rates of and servicesperformed by third parties) of other personnel including in-storecoordinators, advertising and public relations (other than design) withrespect to services performed in connection with this Agreement.Furthermore, Licensee will remit directly payment for, or reimburseLicensor for, any out-of-pocket expenses incurred by Licensor or itsrepresentatives in connection with this Agreement (1) which arerequired by Licensor consistent with its corporate operatingprocedures, (2) which are requested (or approved in advance) byLicensee, or (3) with respect to travel to and throughout the Territoryin connection with this Agreement, the cost of round trip businessclass airfare or first class airfare if so provided by Licensor'sinternal travel policies in effect from time to time, hotelaccommodations, food and local transportation incurred byLicensor's representatives, based upon proposed travel plans andestimated expenses delivered to and requested by or approved byLicensee in advance.

3.6 Licensee shall sell to Licensor,Licensor's affiliates or Licensor's licensees (includingstore licensees, for full price retail and outlet stores) in, or ifspecifically requested in writing outside of, the Territory, suchreasonable quantities of Articles as may be requested at discounts***

Section 4. Confidentiality

4.Licensee acknowledges that all information relating to the business andoperations of Licensor and its affiliates and/or Designee which itlearns during the term, or has learned during negotiation, of thisAgreement, all special design concepts which Licensor or its affiliatesor its Designee provide to it hereunder and all sketches and designsreceived by it from Licensor or its affiliates or its Designees(hereinafter referred to as "Licensor'sData") are valuable property of such entities. Licenseeacknowledges the need to preserve the confidentiality and secrecy ofLicensor's Data and agrees that, both during the term of thisAgreement and after the termination hereof, it shall not use (exceptuse required to fulfill the provisions of this Agreement during theterm of this Agreement) or disclose same, and it shall take allnecessary steps to ensure that use by it or by its authorized designees(which use and which designees shall be solely as necessary for, and inconnection with, the manufacture, distribution, sale, advertising orpromotion of Articles) shall preserve in all respects suchconfidentiality and secrecy. Licensee hereby indemnifies Licensor, itsaffiliates and its Designee against any damage of any kind which may besuffered by any of them as a result of any breach by Licensee or itssaid designees of the provisions of this paragraph. (For purposeshereof "affiliates" shall consist of thosepersons, firms, corporations and other entities controlled by,controlling or under common control with the entities in question.)

Section 5. Quality Control

5.1 Thecomponents, workmanship, fit and durability of Articles will at alltimes be of the highest quality and commensurate with the reputation,image and prestige of the Licensed Mark. Licensee will maintainproduction and other quality control procedures so as to ensure thatthe quality of Articles meets or surpasses that of the approved samplesof Articles. Articles will be distributed, merchandised and sold withpackaging and sales promotion materials appropriate for highest qualityproducts of that 

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type of merchandise. All Articles will bemanufactured, sold, labeled, packaged, distributed and advertised inaccordance with all applicable laws and regulations in theTerritory.

5.2 Licensor will have the right to approve thestyles, designs, packaging, components, workmanship, fit, quality,display, merchandising, advertising and promotion of all Articles so asto ensure that Articles manufactured, merchandised, sold, advertisedand promoted hereunder are consistent with the reputation, image andprestige of the Licensed Mark as a designation for highest qualityproducts.

5.3 (a) Before selling, distributing or promoting anyArticle, Licensee will deliver to Licensor for its approval, free ofcharge, one (1) prototype samples of each such Article together withprototype tags, labels and packaging to be used in connectiontherewith. In the event any such prototype sample fails to meet withLicensor's approval, Licensee shall promptly correct suchprototype and re-submit it for Licensor's approval. Licensor mayrequire Licensee to purchase labels, tags and other identificationincluding packaging materials from Licensor, or Licensor'sdesignated supplier in order to protect the Licensed Mark and topreclude or prevent counterfeiting or unauthorized use of materialsutilizing the Licensed Mark.

(b) Licensee willdeliver to Licensor, free of charge, one (1) initial production sampleof each Article together with the tags, labels and packaging to be usedin connection therewith. In addition, from time to time in order toensure that Licensor is maintaining the quality standards set forthherein upon Licensor's request, Licensee will deliver toLicensor, free of charge, such reasonable number of then currentproduction samples of each Article produced hereunder together with thetags, labels and packaging being used in connection therewith. In theevent Licensor determines that the initial production sample deliveredto Licensor or any Article subsequently submitted to Licensor fails tomeet the quality standards set forth herein, Licensee will make anycorrections determined by Licensor to be necessary to meet such qualitystandards. All Articles to be sold hereunder will be at least equal inquality to the samples approved by Licensor.

(c) Licensor and its duly authorizedrepresentatives will have the right, upon reasonable advance notice andduring normal business hours, to examine Articles in the process ofbeing manufactured and to inspect all facilities utilized by Licenseeor its contractors in connection therewith. Licensee shall include inits arrangements with third party contractors a similar provisionpermitting Licensors inspections of such contractor'sfacilities.

5.4 All Articles will bear the Licensed Mark only inthe Form and only in such form and manner as may be approved byLicensor. Notwithstanding the foregoing, *** Licensee will cause toappear on all Articles produced hereunder, and on their labels,packaging and the like, on all advertising, promotional, merchandisingand publicity material used in connection therewith, and on any printedmatter of any kind on which the Licensed Mark, the Form or any other"Calvin Klein" or"CK" or "CK/CalvinKlein" identification appears (including business cards,invoices, stationery and other printed matter), such legends, markingsand notices as Licensor may request. Before using or releasing anyproposed advertising (including any and all co-operative trade andconsumer advertising), promotional, merchandising or publicity materialor any such other printed matter, Licensee will submit same togetherwith the proposed placement thereof to Licensor for Licensors approval.The same will not be used or released prior to receipt ofLicensor's approval.

5.5 After any sample, copy, art workor other material has been approved, Licensee will not depart therefromin any respect with the prior written approval of Licensor. If Licensorshould disapprove any sample Article, tag, label, package or the like,or any advertising, promotional, merchandising or publicity material orthe proposed placement thereof or any other printed matter, Licenseewill not use or permit the use of the same in any manner, whether ornot in connection with the Articles or the Licensed Mark orotherwise.

5.6 In order to maintain the reputation, image andprestige of the Licensed Mark, Licensee's distribution patternsshall consist of those retail outlets whose location, merchandising andoverall operations, and whose positioning and price selling forArticles are consistent with (a) the high quality of 

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Articles, (b) the reputation, image andprestige of the Licensed Mark, and (c) the exclusive nature ofdistribution and market placement applicable to such Articles and asare approved by Licensor on an ongoing basis. ***

Section6. Operations

6. During the term of this Agreement,Licensee shall use such trade name incorporating the Licensed Mark inthe Form, and no other name or mark, as is specifically approved byLicensor as the name of an entity which shall operate solely inconnection with and arising from its performance of its obligations andresponsibilities hereunder. Licensee shall comply with all legalrequirements applicable to the establishment and maintenance of thesame. Licensee shall be permitted to use the name "CKJeanswear Europe, S.p.A." only for so long as such entityoperates solely as licensee hereunder. The use of the Licensed Mark inthe Form in connection with the operation of such entity shall besubject to the provisions of paragraph 13 below. In connection with theoperation of such division or entity Licensee shall:

(a) employ, on an exclusive basis, a"President" and/or a Managing Director whoshall be subject to the ongoing approval of Licensor;

(b) employ, on an exclusive basis, sales,merchandising, public relations (who may be retained as consultants orthrough a servicing arrangement with Licensor), visual display andproduction (including quality control) personnel as part of its staffas will enable Licensee, in the opinion of Licensor, to exploit thelicense herein granted and to maintain the quality standards requiredhereunder;

(c) establish as soon aspracticable and thereafter maintain throughout the term of thisAgreement, a separate showroom in Milan, Italy, and separate showroomsin other jurisdictions in the Territory, wherever and at the time anagent is delegated for such jurisdiction, for the sole purpose ofdisplaying, promoting and selling Articles, the general location andgeneral decor of which will be subject to the approval of Licensor, andthe architect retained by Licensee will be either selected or approvedby Licensor both at the time such showroom is established andthereafter throughout the term of this Agreement;

(d) establish and maintain throughout the term ofthis Agreement, production and other facilities, whether by ownership,or by contractual arrangement, in order to exploit the license hereingranted and to maintain the quality standards required hereunder;

(e) employ or retain public relations personnel orconsultants (which may be directly employed by Licensor and retained byor remunerated by Licensee) to assist in promoting the Licensed Markand the sale of Articles in the Territory;

(f)*** and

(g) furnishLicensor with information regarding the above and such otherinformation regarding the company division or subdivision as Licensormay, from time to time, request including (i) providing Licensor inwriting, with net sales estimates (prospectively for three (3) years)by September 30 of the prior year, (ii) estimated total net sales andtotal aggregate advertising and promotional expenses (actual) byJanuary 30 of the following year, (iii) monthly notices of net saleswithin ten (10) days following the last day of such month, and (iv)annually, broad based market information and analysis of the Productscovered hereunder (including independent market research as tocommensurate or comparable merchandise).

(h)***

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Section 7.Advertising

7.1 Licensee will spend for cooperativeadvertising and promotion of Articles and the Licensed Mark, duringeach Annual Period, such amounts ***

7.2.1***

|                                     |  |        |  |           |  |  |
|-------------------------------------|--|--------|--|-----------|--|--|
| AnnualPeriod                        |  | ***    |
| 1st                                 |  |   |  | ***  |
| 2nd                                 |  |   |  | ***  |
| 3rdand each subsequent AnnualPeriod |  |   |  | ***  |
|                                     |

Notwithstanding the foregoing,*** [approximately 1.5 pages redacted]

7.2.2***

|                                                            |  |        |  |           |  |  |
|------------------------------------------------------------|--|--------|--|-----------|--|--|
| AnnualPeriod                                               |  | ***    |
| 1st and2nd                                                 |  |   |  | ***  |
| 3rd                                                        |  |   |  | ***  |
| 4thand 5th                                                 |  |   |  | ***  |
| if this Agreement is ***, foreach subsequent Annual Period |  |   |  | ***  |
|                                                            |

7.2.3Licensee will remit to Licensor to***

|                                                           |  |        |  |           |  |  |
|-----------------------------------------------------------|--|--------|--|-----------|--|--|
| AnnualPeriod                                              |  | ***    |
| 1st and2nd                                                |  |   |  | ***  |
| 3rd and4th                                                |  |   |  | ***  |
| 5th                                                       |  |   |  | ***  |
| ifthis Agreement is ***, for each subsequent AnnualPeriod |  |   |  | ***  |
|                                                           |

***

7.2.4Notwithstanding the provisions of Sections 7.2.1, 7.2.2 and 7.2.3, nominimum advertising expenditure shall be ***

7.3 For purposeshereof, ***

7.4 ***

7.5 CRK Advertising operates as theadvertising agency responsible for advertising campaigns relating to***

Section 8. Approval Standard

8.Licensee acknowledges that approvals required pursuant to thisAgreement, under Sections 2, 3, 5, 6(c), 7.3 and 13.1, may be basedsolely on Licensor's subjective aesthetic standards and may begranted, withheld and or charged in Licensor's sale and absolutediscretion.

Section 9. Minimum GuaranteedFees

9.1 In consideration of the license granted and theservices to be performed by Licensor hereunder, Licensee will pay toLicensor a Minimum Guaranteed Fee for each Annual Period asfollows:

***

The Minimum Guaranteed Fee for the sixththrough the tenth Annual Periods will be as mutually determined by theparties, but in no event *** In the event that this Agreement isrenewed, the Minimum Guaranteed Fees for each of the 11th through the20th Annual Periods will be as mutually determined by the parties, butin no event ***

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9.2 The Minimum Guaranteed Fee for eachAnnual Period will be paid in advance in four (4) equal quarterlyinstallments on the first day of January, April, July and Octoberduring each Annual Period except that the installments of the MinimumGuaranteed Fee for the first Annual Period shall be paid simultaneouslywith the execution hereof, on 1 January 1996, on 1 April 1996 and on 1October 1996. ***

9.3 *** of the Minimum Guaranteed Fee shall beallocated as a royalty for the use of the Licensed Mark and theremaining *** shall be allocated as a fee for the design and otherservices to be performed by Licensor.

Section 10.Percentage Fee

10.1 In consideration of the licensegranted and the services to be performed by Licensor hereunder,Licensee shall pay to Licensor *** For purposes hereof,"Net Sales" shall be deemed to mean the***

Notwithstanding the foregoing, Licensee shall pay toLicensor in accordance with Section 10.3 *** Such payments shall be inUS dollars based on the actual conversion rate of Italian lire into USdollars (determined pursuant to Section 10.7) (the "actualrate"); provided, that solely for purposes ofdetermining ***

Notwithstanding the foregoing, (i) no PercentageFee shall be payable ***

For purposes of this Agreement,"Net Sales" generated by the ***

Forpurposes of this Agreement, the term "Irregular andClose-out Articles" shall mean (i) ***

10.2 Fiftypercent (50%) of the Percentage Fee shall be allocated as aroyalty for the use of the Licensed Mark and the remaining fiftypercent (50%) shall be allocated as a fee for the design andother services to be performed by Licensor.

10.3 The PercentageFee payments hereunder shall be accounted for and paid quarterly,within thirty (30) days following the close of each three (3) monthperiod during each Annual Period, except that the initial accountingand payment will be made within thirty (30) days following the close ofthe initial eight (8) month period of the first Annual Period. ThePercentage Fee payable for each accounting period during each AnnualPeriod shall be computed on the basis of Net Sales from the beginningof such Annual Period through the last day of such accounting periodwith a credit for the Minimum Guaranteed Fees and Percentage Fees, ifany, theretofore paid to Licensor for such Annual Period.

10.4.1Licensee shall deliver to Licensor at the time each Percentage Feepayment is due, statements signed by the chief financial officer ofLicensee and certified by him as accurate. Each such statement shallindicate, by month, the amount of Net Sales, and shall show in detail,separately for each category of Articles and each jurisdiction in theTerritory for each account of Licensee, the style number, description,number of units, unit price and the total amount of gross sales ofArticles shipped during the period covered by such statement, the typeand amount of discounts and credits from gross sales which may bededucted therefrom (separately as to each type of discount or credit),a computation of the amount of Percentage Fee payable hereunder inrespect of Net Sales for such period. Each such statement shallindicate by month the amount and details of all advertising andpromotional expenditures incurred by Licensee during such period. Suchstatements shall be furnished to Licensor whether or not any Articleshave been sold or advertising placed during the period for which suchstatements are due.

10.4.2 The Percentage Fee payable for eachjurisdiction in the Middle East and Eastern Europe shall be computedand accounted for separately from other jurisdictions in the Territory.As promptly as practicable, Licensee will provide Licensor withinformation as to the market in each jurisdiction in the Middle Eastand Eastern Europe (of the type referred to in § 6(g)) and detailsof the operations in these jurisdictions (of the type referred to in§ 6(h)), and any other information as may be reasonably requestedby Licensor. The foregoing information to be supplied by Licensee shallbe provided to Licensor in order to develop and mutually agree upon asatisfactory business plan, Minimum Guaranteed Fees and Minimum NetSales Thresholds for these jurisdictions as contemplated by Section2.2.

10.5 Licensee shall furnish to Licensor, not later thanninety (90) days following the close of each Annual Period during theterm of this Agreement (or portion thereof in the event of priortermination 

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for any reason), a report certified by itsindependent certified public accountants, or the equivalent thereof inthe Territory, covering such Annual Period (or portion thereof) andcontaining the same information, required to be contained in thestatements referred to in paragraph 10.4 above.

10.6 ***

10.7 All payments required of Licensee hereunder shall be made toLicensor in New York, New York or, if specified by Licensor, to anaccount in the Territory in United States dollars (or, if so designatedby Licensor, an alternative currency) via wire transfers specifyingfederal funds, or in such other manner as Licensor designate, withsimultaneous telex notification and telephone confirmation to Licensorto the accounting and licensing department. The Percentage Fee (andother amounts provided for herein) shall be computed in accordance withLicensee's accounting records which are kept in Italian Lire onthe basis of the conversion rate of Italian lire, into United Statesdollars in effect as the official conversion rate in Italy, currentlyas published by Banca di Italia (Central Bank of Italy) unless there isa variance of 5% or more between that and the conversion rate aspublished by Dow Jones Telerate, Inc. (in the U.S.) in which case, theconversion rate as published by Dow Jones Telerate, Inc. in The WallStreet Journal will apply as of the close of business on the date priorto the date such amount is due. However, Licensor may permit Licenseeto make. such payment in Italian Lire, in lieu of the adjusted USdollar amount, at Licensor's option, from time to time, uponnotice to Licensee. Licensee will simultaneously provide Licensor withthe basis for use of the conversion rate utilized.

10.8 Ifapplicable, Licensee shall compute and pay on behalf of Licensor allwithholding taxes which any governmental authority in the Territory mayimpose on Licensor with respect to the fees paid by Licensee toLicensor. The amount of such taxes shall be appropriately deducted frompayments of fees. Licensee shall furnish Licensor with an officialreceipt (together with a translation thereof if not in English)promptly after each such Payment of taxes. In the event such taxes arenot paid when due, all resulting penalties and interest shall be borneby Licensee.

Section 11. Equity Interest

11. Licensee hascaused ten percent (10%) of the stated capital in Licensee to betransferred to Licensor.

Section 12. Audit

12.1 Licensee will prepare and maintain, in such manner as willallow them to be audited in accordance with generally acceptedaccounting principles consistently applied,*******Licensor and itsduly authorized representatives have the right, during regular businesshours and upon reasonable notice,*******

12.2 If, as aresult of any examination of Licensee's books and records, it isshown that the ***

Section 13. Trademark

13.1 Licensee agrees that (a) no name or names shall be co-joinedwith the Licensed Mark, (b) it will not use the name"Calvin Klein,""CK" or "CK/CalvinKlein" or any portion or derivative thereof in itscorporate name except as provided in Sections 23 and 6 hereof, and (c)no name or names shall be used in connection with the Licensed Mark inany advertising, promotion, publicity, labeling, packaging or printedmatter of any kind utilized by Licensee in connection with Articlesunless specifically consented to, and only in the Form, and only in theform approved, by Licensor. Any such use by Licensee pursuant to clause(c) above shall clearly indicate that the Calvin Klein Trademark Trust("CKTT") is the owner and Licensor is thebeneficial owner of the Licensed Mark and that Licensee is using thesame pursuant to a license granted by Licensor.

13.2 Licenseeacknowledges that CKTT is the owner and Licensor is the beneficialowner of all right, title and interest in and to the Licensed Mark asto Products in the Territory in any form or embodiment thereof and isalso the owner of the goodwill attached or which shall become attachedto the Licensed Mark and the Form in connection with the business andgoods in relation to which the same has been, is or shall be used.Sales by Licensee and its affiliates shall be deemed to have been madeby CKTT for 

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purposes of trademark registration and alluses of the Licensed Mark and the Form by Licensee and its affiliatesshall inure to the benefit of CKTT. Licensee will not, at any time, door suffer to be done any act or thing which may in any way adverselyaffect any rights of Licensor or CKTT in and to the Licensed Mark orany registrations thereof or any applications for registration thereofof the Form or which, directly or indirectly, may reduce the value ofthe Licensed Mark or detract from its reputation, image or prestige orthat of Licensor or Calvin Klein.

13.3 Licensee will, atLicensor's request, execute any and all documents includingRegistered User Agreements and take any actions required by Licensor toconfirm CKTT's ownership and Licensor's beneficialownership of all rights in and to the Licensed Mark as to Products inthe Territory and the respective rights of Licensor and Licenseepursuant to this Agreement. Licensee will cooperate with Licensor andwill, at Licensor's request, take any actions requested byLicensor in connection with the filing and prosecution by Licensor ofapplications in CKTT's name (or if applicable, Licensor'sname) to register the Licensed Mark for Articles in the Territory andin connection with the maintenance and renewal of such registrations asmay issue. Upon termination of this Agreement, Licensee shall executeany documents required by Licensor to evidence such termination.Licensee will bear all expenses in connection with the filing ofRegistered User Agreements and with any documents required to evidencetermination of this Agreement including termination of such RegisteredUser Agreements.

13.4 Licensee will use the Licensed Mark in theTerritory strictly in compliance with the legal requirements obtainingtherein and will use such markings in connection therewith as may berequired by applicable legal provisions. Licensee will comply with allgovernmental regulations in connection with the manufacture,distribution and sale of Articles.

13.5 Whether during the termof this Agreement or subsequent to its termination, Licensee will never(a) challenge Licensor's ownership of or the validity of theLicensed Mark or any application for registration thereof, or anytrademark registration thereof, or any rights of Licensor therein, nor(b) challenge the fact that Licensee's rights pursuant to thisAgreement are solely those of a licensee.

Section 14.Infringement

14. In the event that Licensee learns ofany infringement or imitation of the Licensed Mark with respect toProducts which would be considered a counterfeit of the Articles, or ofany use by any person of a trademark similar to the Licensed Mark withrespect to Products which would be considered a deliberate use ofsomething substantially similar to the Licensed Mark, it will promptlynotify Licensor thereof. Licensee will take no action, including, butnot by way of limitation, settling any action, appealing any adversedecision or discontinuing any action taken by it, except to the extentthe same is approved in advance by Licensor. All costs and expensesincurred in any action or proceeding (including investigatory expensesand attorneys' fees, if applicable, court costs and filing fees)will be borne as determined in Section 15. Any damages recovered orsums obtained in settlement in or with respect to any action shall (i)first be applied to proportionately reimburse Licensee for the expensesincurred and actually paid by it and to reimburse Licensor for theexpenses incurred and actually paid by it, and (ii) the balance, ifany, shall belong and shall be paid over to on a fifty-fifty basis toLicensee and Licensor. In no event will any infringement by a thirdparty justify the withholding of any payment of royalty or design feeby Licensee.

Section 15. Parallel Imports;Copyright

15.1 Licensor will use commercially reasonableefforts, including, without limitation, establishing an enforcementnetwork of attorneys, investigators and customs inspectors in theTerritory (the "Network") to minimize anddeter (i) the diversion into and sale within the Territory of products,corresponding to the Articles, authorized for sale by its otherlicensees solely outside the Territory (including, without limitation,unauthorized distribution of such products by the manufacturers andsubcontractors of such licensees) ("ParallelImports"), and (ii) the importation into, or sale ormanufacture within, the Territory of counterfeit Articles; in each casesubject to Licensee's compliance with its reimbursementobligations

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set forth in this subsection, the othersubsections of this Section, and subject to applicable law. Licenseewill cooperate in such efforts, and will promptly *** asfollows:

(A) ***

(B) ***

(C) ***

15.2 Licenseewill use commercially reasonable efforts to minimize and deter thediversion of Articles for sale outside of the Territory (including,without limitation, unauthorized distribution of Articles byLicensee's manufacturers and subcontractors)("Diversion"). Such efforts will include,without limitation, the utilization of such processes, controls,identification methods and reporting and auditing procedures asLicensor may from time to time reasonably request. Licensee willcooperate with Licensor in Licensor's efforts to minimize anddeter Diversion ("Anti-Diversion Efforts").Without limiting the foregoing:

(a) Licenseewill promptly provide such information as Licensor may from time totime reasonably request concerning its manufacturing, subcontractingand distribution locations, activities and shipments, product and labelidentification systems and data and sales to and by its customers;and

(b) Licensee will promptly ***

15.3In addition to the foregoing, promptly after receipt of anycertification by Licensor with available supporting evidence specifyingthe quantity of Articles recovered or otherwise identified as havingbeen involved in any incident of Diversion or attempted Diversion,***

15.4 Where appropriate and consented to by Licensee,Licensor will initiate criminal or civil actions against the personsoutside Territory seeking to manufacture counterfeit Articles or sellor ship counterfeit Articles into the Territory (excluding, for thispurpose, manufacturers or subcontractors described in the definitionsof Diversion or Parallel Imports). The cost related to any such actionsshall be entirely for Licensee's account.

15.5 Licensorwill consult with Licensee in planning and enforcement activitiespursuant to this Section 15. In addition, the parties will consult andcooperate to forecast Licensor's reimbursable expenses hereunderand make suitable arrangements so that Licensor may receiveLicensee's payments in respect thereof at or shortly before suchexpenses are incurred.

15.6 Whenever it is not readily apparentwhether actions or proceedings involve counterfeit Articles, ParallelImports or Diversion, Licensor will determine the nature of such itemsin good faith, taking into account all relevant information provided byLicensee.

15.7 Any copyright which may be created in connectionwith any material using or used in connection with the Licensed Markshall be the property of Licensor. Licensee shall do any and all thingsrequired by Licensor to preserve and protect said rights.

Section 16. Other Designers

16. During theterm of this Agreement, *** Licensee shall not advertise or otherwiseuse the Licensed Mark or any other "CalvinKlein" identification together with any other trademark orname, or any other identification of any other fashion designer or anyother fashion designer's merchandise; and Licensee shall use itsbest efforts to see that its purchasers of Articles comply with thisrestriction. During the term of this Agreement, Licensee'saffiliates (as defined in Paragraph 4 of this Agreement, and to includeany person or entity directly or indirectly owning or controlling amajority interest in Licensee) may distribute, sell or advertiseProducts under the name of other designers, except: *** This statementshall not be deemed to limit any affiliate from manufacturing goods asa contractor for such designers.

Section 17.Indemnification/Insurance

17.1 Licensee does herebyindemnify Licensor, CKTT and Calvin Klein, individually, against andsave and hold each of them harmless of and from any and all losses,liability, damages and expenses (including 

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reasonable attorneys' fees andexpenses) which they or either of them incur or for which they oreither of them may become liable or be compelled to pay in any actionor claim against them or either of them, for or by reason of any acts,whether of omission or commission, that may be committed or suffered byLicensee or any of its affiliates or any of their respective servants,agents or employees in connection with Licensee's performance ofthis Agreement and transactions arising therefrom. The provisions ofthis paragraph and the obligations of Licensee set forth therein shallsurvive expiration or other termination of this Agreement.

17.2Licensee will procure and maintain at its own expense in full force andeffect at all times during which Articles are being sold with aresponsible insurance carrier acceptable to Licensor, a publicliability insurance policy including products liability coverage withrespect to Articles as well as contractual liability with respect tothis Agreement, with a limit of liability of not less than *** Suchinsurance policy shall insure against occurrences happening at any timeduring which Articles are being sold or used regardless of when claimsmay be made. Such insurance policy shall be written for the benefit ofLicensor, Licensee and Calvin Klein, individually, and will provide forat least ten (10) days prior written notice to Licensor and Licensee ofthe cancellation, non renewal or substantial modification thereof. Suchinsurance may be obtained by Licensee in conjunction with a policy ofproducts liability insurance which covers products other than Articles.Licensee will deliver a certificate of such insurance to Licensorpromptly upon issuance of said insurance policy and shall, annually andotherwise from time to time, upon reasonable request by Licensor,promptly furnish to licensor evidence of the maintenance of saidinsurance policy. Nothing contained in this paragraph 17.2 shall bedeemed to limit, in any way, the indemnification provisions ofparagraph 17.1 above.

Section 18.Breach/Default

18.1If Licensee fails to make anypayment on the date such payment is due as provided hereunder: (a)Licensee shall pay interest on the unpaid balance of the amount due ata rate equal to ***; and (b) if such default continues uncured for aperiod of ten (10) days after the date such payment initially becamedue Licensor shall have the right to terminate this Agreement forthwithby and upon written notice to Licensee. If Licensee fails to performany of the terms, conditions, agreements or covenants in this Agreementon its part to be performed which failure may adversely affect theLicensed Mark, Licensor may terminate this Agreement forthwith bywritten notice: (i) if such default is incurable, or (ii) if suchdefault is curable but continues uncured for a period of ten (10) daysafter written notice thereof has been given to Licensee by Licensor, or(iii) if such default is curable but not within said ten (10) dayperiod and (A) if all reasonable steps necessary to cure such defaulthave not been taken by Licensee within said ten (10) day period or (B)if Licensee fails to diligently take all steps necessary to cure suchdefault as promptly as practical. If Licensee fails to comply with theprovisions of paragraph 1.6 above, Licensor may terminate thisAgreement effective upon ten (10) days prior written notice toLicensee. If Licensee fails to pay any amounts due any ofLicensor's affiliates or Licensee's within ten (10) daysfollowing written notice thereof from Licensor, Licensor may terminatethis Agreement effective upon ten (10) days prior written notice toLicensee. If Licensee shall otherwise fail to perform, or if Licensorfails to perform, any of the terms, conditions, agreements or covenantsin this Agreement on its respective part to be performed, thenon-defaulting party may terminate this Agreement forthwith by writtennotice: (i) if such default is incurable, or (ii) if such default iscurable but continues uncured for a period of thirty (30) days afterwritten notice thereof has been given to the defaulting party inwriting by the other party, or (iii) if such default is curable but notwithin said thirty (30) day period and (A) all reasonable stepsnecessary to cure such default have not been taken by the defaultingwithin said thirty (30) day period or (B) such defaulting party failsto diligently take all steps necessary to cure such default as promptlyas practicable.

18.2 In the event Licensee files a petition inbankruptcy, or is adjudicated a bankrupt, or if it becomes insolvent,or makes an assignment for the benefit of creditors, or files apetition or otherwise seeks relief under or pursuant to any bankruptcy,insolvency or reorganization statute or proceeding, or if itdiscontinues its business for a period of sixty (60) days or more, orif it discontinues reasonable commercial exploitation of Articles for aperiod of sixty (60) days or more, or if a custodian, receiver ortrustee is appointed for it or a substantial portion of its business orassets for any reason, or if it defaults 

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on any obligation which is secured by asecurity interest in any Articles, or if it files for a petition for"Amministrazione Controllata" or if it filesa petition for a settlement with creditors ("ConcordatoPreventivo") or if it adopts resolutions for the filing ofor entering into any type of insolvency proceeding, or assignment forthe benefit of its creditors, or liquidation of the business, thisAgreement shall automatically terminate forthwith.

18.3 Noassignee for the benefit of creditors, custodian, receiver, trustee inbankruptcy, sheriff or any other officer of the court or officialcharged with taking over custody of Licensee's assets or businessshall have the right to continue this Agreement or to exploit or in anyway use the Licensed Mark if this Agreement terminates pursuant toparagraph 18.2 above.

18.4 Notwithstanding any termination inaccordance with the foregoing, Licensor shall have, and herebyreserves, all the rights and remedies which it has or which are grantedto it by operation of law, to collect fees due, earned or payable byLicensee pursuant to this Agreement, to be compensated for damages forbreach of the Agreement and to enjoin the unlawful or unauthorized useof the Licensed Mark without the necessity of posting any bond orproving any actual damages (which injunctive relief may also be soughtprior to or in lieu of termination) Licensee hereby waives any and allrights relating to claims for wrongful termination, loss of goodwill ordamages in connection with any such termination and agrees that it willnever allege any such claims. In the event of termination of theAgreement by Licensor pursuant to paragraph 18.1 and/or paragraph 18.2above, the entire unpaid balance of the Minimum Guaranteed Fees for theremaining balance of the then current term of this Agreement shallimmediately become due and payable by Licensee to Licensor and Licenseeagrees to make such payment within thirty (30) days following writtendemand therefor by Licensor. Such amounts shall be in addition to anyother amounts due Licensor, hereunder, including, without limitation,any unpaid but accrued Sales Fees.

Section 19.Termination

19.1 On the expiration or earliertermination of this Agreement, all the rights of Licensee hereundershall forthwith terminate and automatically revert to Licensor.Notwithstanding the foregoing, in the event of expiration or earliertermination of this Agreement (other than pursuant to paragraph 18.2above or by Licensor pursuant to paragraph 18.1 above), Licensee shallbe entitled, ***

19.2 Except as provided in paragraph 19.1above, on the expiration or earlier termination of this Agreement,Licensee shall forthwith discontinue all use of the Licensed Mark,shall no longer have the right to use the Licensed Mark or anyvariation or simulation thereof, and shall transfer to Licensor allregistrations, filings and rights with regard to the Licensed Markwhich it may have possessed at any time. In addition, Licensee shallthereupon deliver to Licensor or to Licensor's designee, free ofcharge, or at Licensor's option shall destroy, all materialsutilized in connection with Articles and all labels, tags and othermaterial in its possession with the Licensed Mark thereon. Licenseewill use its best efforts to cause stencils, sketches and othermaterials in the possession of third parties to be destroyed orotherwise rendered unusable. Licensee shall not reproduce or adapt anyof said stencils, sketches or other materials for use on or inconnection with merchandise subsequent to the termination of thisAgreement.

19.3 Licensor may, in its sole discretion, at anytime, enter into such arrangements as its desires pursuant to whichProducts bearing the Licensed Mark may be shown, advertised,distributed or sold in the Territory by it or by any duly authorizedthird party other than Licensee provided only that no shipment of suchProducts will be permitted prior to the date of termination of thisAgreement.

Section 20. LicensorRepresentations

20. Licensor represents and warrants thatit has full right, power and authority to enter into this Agreement andto perform all of its obligations hereunder. CKTT has applications toregister, or registrations of the mark "CalvinKlein" and/or the mark "CK/CalvinKlein" in certain of the jurisdictions in the Territory asspecified in Section 20 of the Original License Agreement.

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Section 21. LicenseeRepresentations

21. Licensee represents and warrants thatit has full right, power and authority to enter into this Agreement andto perform all of its obligations hereunder. Licensee furtherrepresents and warrants that no broker or finder brought about thistransaction and Licensee hereby indemnifies Licensor against and holdsit harmless of and from any and all liabilities (including, withoutlimitation, reasonable attorneys' fees and disbursements paid orincurred in connection with any such liabilities) for any brokeragecommissions or finders' fees in connection with this Agreement orthe transactions contemplated hereby.

Section 22.Notice

22. All reports, approvals and notices requiredor permitted by this Agreement to be given to any party shall be inwriting and shall be delivered personally, by reputable overnightcourier, telecopied or sent by certified, registered or express mail(in each case with return receipt requested), postage prepaid. Any suchnotice shall be deemed given when so delivered personally, telecopiedor sent by reputable overnight courier or, on the date received (asevidenced by a signed receipt) if deposited in the mail, in each caseto the party concerned at its address as set forth above (withfacsimile confirmation to Licensor at (212) 768-8930) or at such otheraddress as a party may specify by notice to the other. Copies of allnotices sent to Licensor shall be sent to the attention of (i)Licensing Department (ii) Corporate Affairs Department and (iii)General Counsel.

Section 23. Assignment

23. (a) Licensee acknowledges and recognizes: that it has beengranted the license herein because of its particular expertise,knowledge, judgment, skill and ability; that it has substantial anddirect responsibilities to perform this Agreement in accordance withall of the terms contained herein; that Licensor is relying onLicensee's unique knowledge, experience and capabilities toperform this Agreement in a specific manner consistent with the highstandards of integrity and quality associated with Licensor and itsbusiness; that the granting of the license under this Agreement createsa relationship of confidence and trust between Licensee and Licensor;and that this Agreement is one under which applicable law excusesLicensor from accepting performance from, or rendering performance to,a person or entity other than Licensee, within the meaning of Section365(c) and (e) of the Bankruptcy Code (title 11, U.S. Code). Neitherthis Agreement nor the license or other rights granted hereunder may beassigned, sublicensed, or otherwise transferred. Any attemptedassignment, transfer or sublicensing whether voluntary or by operationof law, directly or indirectly, shall be void and of no force oreffect.

(b) The parties acknowledge and agree that Licensee wasformed for the sole purpose of operating as the licensee hereunder andwill not engage in or conduct any other activities or operations. Forpurposes of this Agreement, any transfer of all or a controllingportion or a majority of the shares of the Licensee by CK JeanswearN.V., its affiliates, Corrado Fratini and/or Marcello Fratini, in asingle transaction or in a series of transactions, of their respectiveshares, effecting a reduction in their interest in Licensee, except toLicensor, or a Licensor-approved shareholder, or to a corporate entityof which Corrado Fratini and/or Marcello Fratini own the majority ofshares, shall be deemed a transfer in violation of the terms hereof andprohibited hereunder. Set forth on Schedule 23 hereto is a list of theshareholders of Licensee and their respective shareholdings. Promptnotice of any transfer by CK Jeanswear N.V. or its affiliates (otherthan Calvin Klein, Inc. or its successors, assignees or transferees) ofmore than five percent (5%) (whether over a period of time orall at once), shall be delivered to Licensor. Except as otherwiseprovided herein, this Agreement shall inure to the benefit of and shallbe binding upon the parties and permitted successors and assigns.

Section 24. Entire Agreement

24. ThisAgreement contains the entire understanding and agreement between theparties hereto with respect to the subject matter hereof, supersedesall prior oral and written understandings and agreements relatingthereto, and may not be modified, discharged or terminated, nor may anyof the provisions hereof be waived, orally. This Agreement amends andrestates the Original License Agreement and all of the amendmentsthereto which are expressly superseded by this Agreement;provided, that, any 

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representations and warranties set forth inthis Agreement shall not be deemed to have been given again inconnection with the execution and delivery of this Agreement, but shallonly be deemed to have been made as of the date of the Original LicenseAgreement and not as of the date of this Agreement.

Section 25. Independent Contractor

25.Nothing herein shall be construed to constitute the parties hereto aspartners or as joint venturers, or either as agent of the other, andLicensee shall have no power to obligate or bind Licensor in any mannerwhatsoever. Licensor shall have no responsibility for the operation orproduction of Licensee's manufacturing, distribution or salesfacilities or for any decisions that may be made in connectiontherewith regardless of whether Licensor approved any of the same.

Section 26. No Waiver

26. No waiver by eitherparty, whether expressed or implied, of any breach hereof or defaulthereunder shall constitute a continuing waiver of such provision or ofany other provision of this Agreement. Acceptance of payments byLicensor shall not be deemed a waiver by Licensor of any violation ofor default under any of the provisions of this Agreement byLicensee.

Section 27. Severability

27. Ifany provision or any portion of any provision of this Agreement shallbe held to be void or unenforceable, the remaining provisions of thisAgreement and the remaining portion of any provision held void orunenforceable in part shall continue in full force and effect.

Section 28. Governing Law

28. This Agreementshall be considered as having been entered into in the State of NewYork and shall be construed and interpreted in accordance with the lawsof that state applicable to agreements made and to be performedtherein. However, disputes regarding the Licensed Mark shall beresolved in accordance with the U.S. Federal trademark laws and relatedlaws, statutes, rules and regulations of the United States unless thereare no U.S. Federal laws, statutes, rules or regulations dispositive ofsuch a dispute, in which event such disputes shall be resolved inaccordance with the laws of the State of New York.

Section 29. Service

29. The service of anynotice, process, motion or other document in connection with a suitbrought in regard to this Agreement, may be effectuated by: (a) as toLicensor, either by personal service upon Licensor or in the samemanner as notices are to be given pursuant to paragraph 22 above; and(b) as to Licensee, by service upon (i) The Prentice-Hall CorporationSystem, Inc., 375 Hudson Street, New York, New York 10014, as agent forLicensee, or (ii) upon such attorney with an office in New York, NewYork as agent for Licensee as may be specified by Licensee by notice toLicensor; provided that in either case, a copy thereof is sent toLicensee in accordance with the provisions of paragraph 22 above.Licensee will execute any consent forms required by The Prentice-HallCorporation System, Inc. and specifically consents to service upon ThePrentice-Hall Corporation System, Inc. and to the jurisdiction andvenue of the courts of the State of New York. The parties agree thatany judgement, award or order issued by any court of the State of NewYork and/or the federal courts in such state may be enforced by thecourts in Italy under the Code of Civil Procedure of Italy or otherwisein any court in any jurisdiction of the Territory, the jurisdiction ofwhich courts in New York is hereby consented to by the parties forpurposes of this Agreement notwithstanding any jurisdictional statuteto the contrary. In addition, Licensee specifically acknowledges andagrees that Licensor has the right, provided herein, to enjoin use ofthe Licensed Mark and the Form and to do so in any and all appropriatevenues as determined by Licensor in any jurisdiction in the Territory,and/or in the State of New York, for enforcement in any jurisdiction inthe Territory, including the courts in Italy.

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

|  | CALVIN KLEIN, INC. |
|--|--------------------|

|  | BY: /s/Barry Schwartz                    Name:        Title: |
|--|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|  | CKJEANSWEAR EUROPE, S.p.A. |
|--|----------------------------|

|  | BY: /s/Illegible                                Name:        Title: |
|--|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

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Schedule A

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