EXHIBIT10.62

PORTIONS OF THIS EXHIBIT 10.62 MARKED BYAN *** HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIALTREATMENT AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGECOMMISSION.

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     CONFIDENTIAL TREATMENT

EXECUTION COPY

CONFIDENTIAL - THIS DOCUMENT AND ITS SUBSTANCE ARE NOT TO BEUSED OR DISCUSSED WITHOUT CONSENT OF CALVIN KLEIN, INC. THIS IS A DRAFTWHICH SHALL NOT BE BINDING UPON THE PARTIES AND DOES NOT CONSTITUTE ANOBLIGATION OF THE PARTIES. NO BINDING AGREEMENT OR OBLIGATION WILLRESULT UNLESS A DEFINITIVE WRITTEN AGREEMENT IS EXECUTED AND DELIVEREDBY THE PARTIES. NEITHER THIS DRAFT NOR ANY OTHER DRAFT, MEMO, OTHERWRITING NOR ANY ORAL CONVERSATION OR DISCUSSION IS TO BE CONSIDEREDBINDING OR A COMMITMENT ON THE PART OF CALVIN KLEIN, INC.

CALVIN KLEIN, INC.

and

CALVINKLEIN JEANSWEAR ASIA LTD.

THIS AMENDED AND RESTATED LICENSEAGREEMENT is made this 1st day of January 1997, by and between CALVINKLEIN, INC., a New York corporation having its principal businessoffice at 205 West 39th Street, New York, New York 10018("Licensor"), on the one hand and CalvinKlein Jeanswear Asia Ltd., a Hong Kong corporation having its principalbusiness office at c/o Jeanswear Services Hong Kong Ltd., Suite 3506,Tower 1, The Gateway, 25 Canton Road, TST, Kowloon, Hong Kong("Licensee") and it amends and restates inits entirety a License Agreement dated as of May 14, 1996 (the"Original License Agreement") by and betweenLicensor and Licensee.

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  | Counterfeit/ParallelConsiderations |

|          |           |
|----------|-----------|
| 16  | Copyright |

|          |                |
|----------|----------------|
| 17  | OtherDesigners |

|          |                           |
|----------|---------------------------|
| 18  | Indemnification/Insurance |

|          |                |
|----------|----------------|
| 19  | Breach/Default |

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     CONFIDENTIAL TREATMENT

|          |             |
|----------|-------------|
| 20  | Termination |

|          |                         |
|----------|-------------------------|
| 21  | LicensorRepresentations |

|          |                         |
|----------|-------------------------|
| 22  | LicenseeRepresentations |

|          |        |
|----------|--------|
| 23  | Notice |

|          |            |
|----------|------------|
| 24  | Assignment |

|          |                 |
|----------|-----------------|
| 25  | EntireAgreement |

|          |                       |
|----------|-----------------------|
| 26  | IndependentContractor |

|          |          |
|----------|----------|
| 27  | NoWaiver |

|          |              |
|----------|--------------|
| 28  | Severability |

|          |              |
|----------|--------------|
| 29  | GoverningLaw |

|          |                                           |
|----------|-------------------------------------------|
| 30  | Forum, Jurisdiction and Serviceof Process |

|          |                        |
|----------|------------------------|
| 31  | JurisdictionalApproval |

Schedules/Exhibits/Attachments

Schedule A (Products)Schedule 3.1.1 Time and ActionCalendar Schedule 24 (Shareholdings)

W  I  T  N  E  S  S  E  T  H:

In consideration of the premises and themutual covenants hereinafter set forth, Licensor and Licensee do herebyrespectively grant, covenant and agree as follows:

Definitions:As used in this Agreement, the following terms have the meaningsspecified or referred to below.

"Aggregate NetSales Thresholds" shall have the meaning set forth inSection 2.1.

"Asia" shall have themeaning set forth in Section 1.1.

"Articles" shall have the meaning setforth in Section 1.1.

"Close-outArticles" shall have the meaning set forth in Section5.4.

"CPI" shall mean the ConsumerPrice Index (All Cities - All Urban Consumers) as published by theUnited States Department of Labor (or the successor index).

"Form" shall have the meaning set forth inSection 1.1.

"Irregulars" shall havethe meaning set forth in Section 5.4.

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

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

"Minimum Advertising Expenditure" shallhave the meaning set forth in Section 7.2.

"MinimumGuaranteed Fee" shall have the meaning set forth inSection 9.1.

"Minimum Net SalesThresholds" shall have the meaning set forth in Section2.2.

"Net Sales" shall have themeaning set forth in Section 10.1.

"PercentageFee" shall have the meaning set forth in Section 10.1.

"Products" shall have the meaning setforth in Section 1.1.

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     CONFIDENTIAL TREATMENT

"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.

"Territory" shall have the meaning setforth in Section 1.1.

"Special Fee"shall have the meaning set forth in Section 9.1.

Section 1.Grant (Products/Territory).

1.1.1 Licensor herebygrants to Licensee an exclusive license, except as otherwise providedherein, only throughout certain countries in"Asia," namely Hong Kong, Republic of Korea,Republic of China (Taiwan), China (PRC), Indonesia, Philippines,Singapore, Malaysia, Thailand, New Guinea, Vietnam, Australia, NewZealand, Cambodia, Laos, Myanmar, Burma, Macau, the Federated State ofMicronesia and Mariana Islands (Saipan) (except as provided below)(hereinafter 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/Calvin Klein Jeans" as may be approved byLicensor (hereinafter referred to as the"Form") on and in connection with themanufacture, distribution and sale at wholesale solely of the items ofmen's (and boys) and women's (and girls) jeans and jeansrelated apparel and men's (and boys) and women's (andgirls) "khaki" pants, skirts, shorts and"khaki" related items as are set forth onSchedule A annexed hereto (hereinafter referred to as"Products"), provided that Licenseeacknowledges that Licensor has retained the rights specified below andin Sections 1.1.2 and 1.2. 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 ***

1.2 All Articles shall bear the Licensed Mark only in the Formexcept as hereinafter provided, and no Article shall be sold orotherwise distributed by Licensee under any mark other than theLicensed 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, in the Form orotherwise:

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

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

|  |           |                                                                                 |
|--|-----------|---------------------------------------------------------------------------------|
|  | (b)  | the right to use,and to grant to any other third party the right to use *** and |

|  |           |                  |
|--|-----------|------------------|
|  | (c)  | the right to *** |

1.3Licensee acknowledges that Articles hereunder may bear some similarityof design to other items of merchandise which hereafter may bedistributed or sold in the Territory in connection with the LicensedMark by either Licensor or Licensor's duly authorized licenseesor others and further acknowledges that such similarity of design shallnot be deemed a breach of or default under this Agreement.

1.4Licensee acknowledges that ***

1.5 Licensee will use its bestefforts to exploit 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 

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     CONFIDENTIAL TREATMENT

Territory. However, Licensee may sell Articlesto Licensor and/or another authorized licensee of Licensor for Productsfor sale in other jurisdictions, as may be consented to from time totime by Licensor. Furthermore, Licensee agrees to utilize productidentification systems and other desirable measures, as specified fromtime to time by Licensor for marking Articles to facilitate effectivecontrol of the distribution thereof and the monitoring and preventionof parallel or grey goods marketing.

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 granted anexclusive distributorship 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, *** Furthermore, if requested by Licensor, and subject toavailability, Licensee will ***

1.9 In the event Licensordesires to ***

1.10 Licensee acknowledges that Licensor has***

Section 2. Term.

2.1 (a) The initial term ofthis Agreement will be ten (10) years and six (6) months commencing asof 1 July 1996 and continuing through 31 December 2006, unless soonerterminated in accordance with the provisions hereof. This Agreementshall be renewed for up to two (2) consecutive additional terms of ten(10) years each, commencing 1 January 2007, and 1 January 2017respectively, but such renewal shall be effective only if (a) Licenseeis in compliance with all of the terms and conditions of this Agreementthroughout the initial or preceding term, as applicable (b) (subject toSection 2.2(e)) "Net Sales" (as hereinafterdefined) during each Annual Period have attained or exceeded the"Aggregate Net Sales Thresholds" set forthbelow.

|              |  |                               |  |           |  |  |
|--------------|--|-------------------------------|--|-----------|--|--|
| AnnualPeriod |  | Aggregate Net SalesThresholds |
| 1            |  |                          |  | ***  |
| 2            |  |                          |  | ***  |
| 3            |  |                          |  | ***  |
| 4            |  |                          |  | ***  |
| 5            |  |                          |  | ***  |
| 6-10         |  |                          |  | ***  |
| 11-20        |  |                          |  | ***  |
|              |

(c)Licensee is in compliance with the financial covenants set forth inSection 6, and (d) Licensee has, in the sole determination of Licensor,continued throughout the initial term of the Agreement to maintain thehigh quality standards necessary to reflect the prestige and reputationof the Articles and the Licensed Mark. Licensor may specifically waivecompliance with any of the foregoing. At least 90 days prior to eachsuch renewal, Licensee shall deliver to Licensor a detailed businessplan for its operations for the renewal period which shall containreasonably detailed projections prepared by Licensee in good faith. Theeighteen (18) month period commencing 1 July 1996, the twelve (12)month period commencing 1 January 1998 and each twelve (12) monthperiod commencing on each 1st January thereafter during the term ofthis Agreement, shall each constitute and hereinafter shall be referredto as an "Annual Period."

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     CONFIDENTIAL TREATMENT

(a) Notwithstanding theprovisions of Section 2.1(a), *** for each of the following AnnualPeriods asfollows:

|                  |  |        |  |           |  |  |
|------------------|--|--------|--|-----------|--|--|
| **AnnualPeriod** |  |   |  | ***  |
| 1                |  |   |  | ***  |
| 2                |  |   |  | ***  |
| 3                |  |   |  | ***  |
| 4                |  |   |  | ***  |
| 5                |  |   |  | ***  |
|                  |

;provided, that, commencing in the Annual Period ineffect on the date ***

2.2 (a) In addition to the provisions ofSection 2.1 and subject to Section 2.2(d) below, commencing at any timeafter the ***

(b) The following are the"Minimum Net Sales Thresholds" which Licenseeshall be required to attain for each of the following jurisdictionsduring the second Annual Period, except as otherwise provided in thetable (in each case, a "Second Year Amount")***

|              |  |                                       |  |           |  |  |
|--------------|--|---------------------------------------|--|-----------|--|--|
| Jurisdiction |  | MinimumNet SalesThreshold(inmillions) |
| ***          |  |                                  |  | ***  |
| ***          |  |                                  |  | ***  |
| ***          |  |                                  |  | ***  |
| ***          |  |                                  |  | ***  |
| ***          |  |                                  |  | ***  |
| ***          |  |                                  |  | ***  |
| ***          |  |                                  |  | ***  |
| ***          |  |                                  |  | ***  |
| ***          |  |                                  |  | ***  |
| ***          |  |                                  |  | ***  |
|              |

|              |  |                                       |  |           |  |  |
|--------------|--|---------------------------------------|--|-----------|--|--|
| Jurisdiction |  | MinimumNet SalesThreshold(inmillions) |
| ***          |  |                                  |  | ***  |
|              |

Foreach subsequent Annual Period during the Term the "MinimumNet Sales Threshold" for each jurisdiction will be anamount ***

(c) For purposes of computing the"Minimum Net Sales Threshold" pursuant toSection (b) for ***

(d) Notwithstanding thefact that ***

(e) ***

Section 3.Design.

3.1.1 Licensee will cooperate with Licensor andwill each use their respective best efforts in the preparation ofseasonal collections of Articles in accordance with the Time and ActionCalendar attached hereto as Schedule 3.1.1. Licensee will provideLicensor, *** for Licensor's review and use in developingseasonal collections as provided herein.

3.1.2 In connectiontherewith, Licensor or Licensor's designee, which may be CalvinKlein Jeanswear Company and/or Calvin Klein Jeanswear Europe S.p.A.("Designee") will ***

3.2 In order topresent cohesive and representative collections of Articles, Licenseewill utilize substantially all of the designs or samples submitted byDesignee or approved by Licensor and/or such 

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     CONFIDENTIAL TREATMENT

designs or samples developed by Licensor andproduce, offer for sale, and ship as ordered, those Articles which areproduced therefrom, except as Licensor may otherwise consent. Withinthirty (30) days following the close of each seasonal collection,Licensee will provide Licensor with the sales results, by style on aunit basis, of Articles shown and sold for such seasonalcollection.

3.3 Licensee may use only sketches, designs, colorsand other materials provided by Designee or Licensor or approved byLicensor in connection with Articles. If Licensee rejects any suchsketches, designs, color samples or other materials and chooses not touse them in connection with Articles, Licensee must return suchsketches, 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 (including design as well as productionprototypes) and samples as well as for the production of Articles, andLicensee will bear all costs in connection therewith. Licensee will beresponsible for and will bear all costs (except to the extent suchstores bear such costs) involved in the design, development andconstruction of showrooms and in-store shops or in-store"stores" or in-store areas in which Articlesare sold, all of which shall be subject to the ongoing approval ofLicensor. Initially certain services of Licensor's visual displayand other personnel may be needed to assist Licensee; the costs ofwhich personnel, as may be, requested or approved in advance byLicensee, will be borne by Licensee. Licensor shall be entitled toinspect Licensee's showrooms, such in-store shops and in-storeareas within stores periodically at its expense. Licensee, however,will bear all costs in connection with Licensor's inspection ofsuch showrooms, in-store shops and in-store areas within stores to theextent Licensor determines as a result of such inspection thatLicensee's showrooms, or in-store shops or in-store areas withinstores are not maintained pursuant to specifications supplied byLicensor. Licensee shall then, at its expense, make any modificationsto the design, layout, decor, visual display or merchandise displayformats as Licensor shall reasonably require and bear any costsincurred by Licensor as a result of follow-up inspection to determinecompliance with Licensor's directions. Furthermore, Licensee willremit directly payment for, or reimburse Licensor for, anyout-of-pocket expenses incurred by Licensor or its representatives inconnection with this Agreement, which are requested (or approved inadvance by Licensee).

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 ***

3.7Licensee shall make available to Licensor, *** Licensee shall permitLicensor and its employees and other representatives to purchaseArticles for *** Licensor agrees to use its reasonable efforts toenable Licensee and its employees to ***

Section 4.Confidentiality. Licensee acknowledges that all informationrelating to the terms and provisions of this Agreement and anyagreements entered into by the parties on the date hereof and thebusiness and operations of Licensor and its affiliates and/or Designeewhich it learns during the term, or has learned during negotiation, ofthis Agreement, all special design concepts which Licensor or itsaffiliates or its Designee provide to it hereunder and all sketches anddesigns received 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 anyof its said 

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     CONFIDENTIAL TREATMENT

designees of the provisions of this paragraph.(For purposes hereof "affiliates" shallconsist of those persons, firms, corporations and other entitiescontrolled by, controlling or under common control with the entities inquestion.)

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 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 design and/orapprove the styles, designs, packaging, components, workmanship, fit,quality, display, merchandising, advertising and promotion of allArticles so as to ensure that Articles manufactured, merchandised,sold, advertised and promoted hereunder are consistent with thereputation, image and prestige of the Licensed Mark as a designationfor highest quality products.

5.3 (a) Before selling,distributing or promoting any Article, Licensee will deliver toLicensor for its approval, free of charge, one (1) prototype sample ofeach such Article together with prototype tags, labels and packaging tobe used in connection therewith. In the event any such prototype samplefails to meet with Licensor's approval, Licensee shall promptlycorrect such prototype and re-submit it for Licensor's approval.Licensor may require Licensee to purchase labels, tags and otheridentification including packaging materials from Licensor, orLicensor's designated supplier in order to protect the LicensedMark and to preclude or prevent counterfeiting or unauthorized use ofmaterials utilizing the Licensed Mark.

(b)Licensee will deliver to Licensor, free of charge, one (1) initialproduction sample of each Article together with the tags, labels andpackaging to be used in connection therewith. In addition, from time totime in order to ensure that Licensor is maintaining the qualitystandards set forth herein upon Licensor's request, Licensee willdeliver to Licensor, free of charge, such reasonable number of thencurrent production samples of each Article produced hereunder togetherwith the tags, labels and packaging being used in connection therewith.In the event Licensor determines that the initial production sampledelivered to Licensor or any Article subsequently submitted to Licensorfails to meet the quality standards set forth herein, Licensee willmake any corrections determined by Licensor to be necessary to meetsuch quality standards. All Articles to be sold hereunder will be atleast equal in quality 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 Licensor's 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 Licensor'sapproval. The same will not be used or released prior to receipt ofLicensor's approval.

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     CONFIDENTIAL TREATMENT

5.5 After any sample, copy, art work orother material has been approved, Licensee will not depart therefrom inany respect without 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 of Articles are consistentwith (a) the high quality of 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. ***

Section 6.Operations. During the term of this Agreement, Licensee shalluse such trade name incorporating the Licensed Mark in the Form, and noother name or mark, as is specifically approved by Licensor as the nameof an entity which shall operate solely in connection with and arisingfrom its performance of its obligations and responsibilities hereunder.Licensee shall comply with all legal requirements applicable to theestablishment and maintenance of the same including the filing of afictitious name certificate (sometimes referred to as a"d/b/a" or "doing businessas" form) where applicable. Licensee shall be permitted touse the name "CK Jeanswear Asia Ltd.," onlyfor so long as Licensee operates solely as the licensee hereunder andshall change its name from "Calvin Klein Jeanswear AsiaLtd." within 30 days of the date hereof. The use of theLicensed Mark in the Form in connection with the operation of suchentity shall be subject to the provisions of paragraph 13 below. Inconnection with the operation of such entity Licensee shall:

(a) employ, on an exclusive basis, a"President" and/or a "ManagingDirector" who shall be subject to the ongoing approval ofLicensor;

(b) employ, on an exclusive basis,as part of its staff such personnel (including personnel to liaise withLicensor) as will enable Licensee, in the opinion of Licensor, toexploit the license herein granted and to maintain the qualitystandards required hereunder which personnel would customarily includesales, merchandising, public relations (who may be retained asconsultants or through a servicing arrangement with Licensor), visualdisplay and production (including quality control) personnel and theinitial staffing shall consist of one full-time Managing Director, onefull-time merchandiser, one part-time logistical person and onepart-time accounting person;

(c) establish assoon as practicable and thereafter maintain throughout the term of thisAgreement, a separate showroom in Hong Kong, and a separate showroom insuch other jurisdiction in the Territory, as may be required byLicensor as and when it establishes a central "CalvinKlein" headquarters in the Territory, in which suchshowroom shall be located and in every case wherever and at the time anagent or distributor is delegated for such jurisdiction, for the solepurpose of displaying, promoting and selling Articles, the generallocation (and relocation) and general decor of which will be subject tothe on-going approval of Licensor, and the architect retained byLicensee will be subject to the approval of Licensor both at the timesuch showroom is established and thereafter throughout the term of thisAgreement;

(d) establish and maintainthroughout the term of this Agreement, production and other facilities,whether by ownership, or by contractual arrangement, in order toexploit the license herein granted and to maintain the qualitystandards required hereunder;

(e) *** Licenseewill deliver to Licensor *****;** and

(f)furnish Licensor with information regarding the above and such otherinformation regarding the company as Licensor may, from time to time,request including (i) providing Licensor in writing, with ***, (ii)***, (iii) ***, and (iv) ***

(g) Within sixty(60) days following the close of the second Annual Period and eachAnnual Period thereafter, Licensee will provide Licensor with a ***.Licensee will also furnish Licensor with 

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     CONFIDENTIAL TREATMENT

such additional specific information anddata as may be requested by Licensor. Licensor and Licensee will thenreview and discuss certain aspects of the operations under thisAgreement. Licensor may recommend such changes in the operations,design or merchandising of Articles, or change in distribution patternsas it deems necessary or desirable to exploit the license granted underthis Agreement and/or to ensure the cohesive development, presentation,sale merchandising, distribution, advertising and/or promotion ofArticles and the Licensed Mark with and within the range of othermerchandise produced by Licensor or by other authorized licensees ofthe Licensed Mark, and Licensee agrees to use its best efforts toimplement such changes as promptly as practicable.

Section 7.Advertising.

7.1 Subject to the last sentence ofSection 7.4, Licensee will spend for ***

7.2 Licensee will remitto Licensor to ***, not less than the following amounts (the"Minimum AdvertisingExpenditure"):

|                                    |  |                               |  |           |  |  |
|------------------------------------|--|-------------------------------|--|-----------|--|--|
| AnnualPeriod                       |  | MinimumAdvertisingExpenditure |
| 1st                                |  |                          |  | ***  |
| 2nd                                |  |                          |  | ***  |
| 3rdand eachAnnual Periodthereafter |  |                          |  | ***  |
|                                    |

However, ***.Nothwithstanding the foregoing, if the *** (subject to the lastsentence of Section 7.4 hereof) during such Annual Period.

7.3For purposes hereof, ***

7.4 Any qualified expenditure incurredby Licensee during any Annual Period for ***

7.5 CRK Advertisingoperates as the advertising agency responsible for advertisingcampaigns relating to ***

Section 8. Approval Standard.Licensee acknowledges that approvals required pursuant to thisAgreement, under Sections 2, 3, 5, 6(c), 7.3 and 13.1, may be basedsolely on Licensors subjective aesthetic standards and may be granted,withheld and/or changed in Licensor's sole and absolutediscretion.

Section 9. Minimum Guaranteed Fees.

9.1 (a) In consideration of the license granted and the services tobe performed by Licensor hereunder, Licensee will pay to Licensor inthe manner provided in Section 9.2 below a Minimum Guaranteed Fee foreach Annual Period as follows:

***

***

***

***

***

The Minimum Guaranteed Fee for thesixth through the tenth Annual Periods will be as mutually determinedby the parties but in no event *** In the event 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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     CONFIDENTIAL TREATMENT

(a) Notwithstanding theprovisions of Section 9.1(a), to the extent *** for each of thefollowing Annual Periods asfollows:

|                  |  |        |  |           |  |  |
|------------------|--|--------|--|-----------|--|--|
| **AnnualPeriod** |  |   |  | ***  |
| 1                |  |   |  | ***  |
| 2                |  |   |  | ***  |
| 3                |  |   |  | ***  |
| 4                |  |   |  | ***  |
| 5                |  |   |  | ***  |
|                  |

;provided, that, commencing in the Annual Period ineffect on the ***

9.2 The Minimum Guaranteed Fee for each AnnualPeriod will be paid in advance in four (4) equal quarterly installmentson the first day of January, April, July and October during each AnnualPeriod except that the Minimum Guaranteed Fee for the first AnnualPeriod shall be paid in five (5) equal installments simultaneously withthe execution hereof, on 1 July 1996, 1 January 1997, 1 April 1997 andon 1 October 1997.

9.3 *** of the Minimum Guaranteed Fee shallbe allocated 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. PercentageFee.

10.1 In consideration of the license granted and theservices to be performed by Licensor hereunder, Licensee shall pay toLicensor (i) a Percentage Fee computed at the rate of *** For purposeshereof, "Net Sales" shall mean (i) ***[approximately 1.5 pages redacted]

10.2 Fifty percent(50%) of the Percentage Fee shall be allocated as a royalty forthe use of the Licensed Mark and the remaining fifty percent(50%) shall be allocated as a fee for the design and otherservices to be performed by Licensor.

10.3 The Percentage Feepayments hereunder shall be accounted for and paid quarterly, withinthirty (30) days following the close of each three (3) month periodduring each Annual Period. The Percentage Fee payable for eachaccounting period during each Annual Period shall be computed on thebasis of Net Sales from the beginning of such Annual Period through thelast day of such accounting period with a credit for the MinimumGuaranteed Fees and Percentage Fees, if any, theretofore paid toLicensor for such Annual Period.

10.4 Licensee shall deliver toLicensor at the time each Percentage Fee payment is due, statementssigned by the chief financial officer of Licensee and certified by himas accurate. Each such statement shall indicate, by month, the amountof Net Sales, and shall show in detail, separately for each category ofArticles and each jurisdiction in the Territory for each account ofLicensee, the style number, description, number of units, unit priceand the total amount of gross sales of Articles shipped during theperiod covered by such statement, the type and amount of discounts andcredits from gross sales which may be deducted therefrom (separately asto each type of discount or credit), a computation of the amount ofPercentage Fee payable hereunder in respect of Net Sales for suchperiod. Each such statement shall indicate by month the amount anddetails of all advertising and promotional expenditures incurred byLicensee during such period. Such statements shall be furnished toLicensor whether or not any Articles have been sold or advertisingplaced during the period for which such statements are due.

10.5Licensee shall furnish to Licensor, not later than ninety (90) daysfollowing the close of each Annual Period during the term of thisAgreement (or portion thereof in the event of prior termination for anyreason), a report certified by its independent certified publicaccountants, or the equivalent thereof in the Territory, covering suchAnnual Period (or portion thereof) and containing the same information,required to be contained in the statements referred to in paragraph10.4 above.

10.6 ***

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     CONFIDENTIAL TREATMENT

10.7 All payments required of Licenseehereunder shall be made to Licensor in New York, New York or, ifspecified by Licensor, to an account in the Territory in United Statesdollars (or, if so designated by Licensor, an alternative currency) viawire transfers specifying federal funds, or in such other manner asLicensor designate, with simultaneous telex notification and telephoneconfirmation to Licensor to the accounting and licensing department.The Percentage Fee (and other amounts provided for herein) shall becomputed and paid in accordance with Licensee's accountingrecords which are kept in United States dollars.

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. One hundredpercent (100%) equity interest in Licensee is held by CKJeanswear N.V., a Dutch holding company, on the date hereof. Licenseeshall cause the transfer of ten percent (10%) of such equityinterest to Licensor free of charge as directed by Licensor.

Section 12. Audit.

12.1 Licensee will prepare andmaintain, in such manner as will allow them to be audited in accordancewith generally accepted accounting principles consistently applied, ***Licensor and its duly authorized representatives have the right, duringregular business hours and upon reasonable notice, for ***

12.2If, as a result of any examination of Licensee's books andrecords, it is shown that the ***

Section 13.Trademark.

13.1 Licensee agrees that (a) no name ornames shall be co-joined with the Licensed Mark, (b) it will not usethe 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 purposes of trademark registration and all uses of theLicensed Mark and the Form by Licensee and its affiliates shall inureto the benefit of CKTT. Licensee will not, at any time, do or suffer tobe done any act or thing which may in any way adversely affect anyrights of Licensor or CKTT in and to the Licensed Mark or the mark orlogo "CK" or any registrations thereof or anyapplications for registration thereof, or any applications forregistration of the Form or which, directly or indirectly, may reducethe value of the Licensed Mark or detract from its reputation, image orprestige or that of Licensor or Calvin Klein.

13.3 Licenseewill, at Licensor's request, execute any and all documentsincluding Registered User Agreements and take any actions required byLicensor to confirm CKTT's ownership and Licensor'sbeneficial ownership of all rights in and to the Licensed Mark as toProducts in the Territory and the respective rights of CKTT, Licensorand Licensee pursuant to this Agreement. Licensee will cooperate withLicensor and will, at Licensor's request, take any actionsrequested by Licensor in connection with 

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     CONFIDENTIAL TREATMENT

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. In the event that Licensee learns of anyinfringement or imitation of the Licensed Mark with respect to Productswhich would be considered a counterfeit of the Articles, or of any useby any person of a trademark similar to the Licensed Mark with respectto Products which would be considered a deliberate use of somethingsubstantially similar to the Licensed Mark, it will promptly notifyLicensor thereof. Licensee will take no action, including, but not byway of limitation, settling any action, appealing any adverse decisionor discontinuing any action taken by it, except to the extent the sameis approved in advance by Licensor. All costs and expenses incurred inany action or proceeding (including investigatory expenses andattorneys' fees, if applicable, court costs and filing fees) willbe borne as determined in Section 15. Any damages recovered or sumsobtained in settlement in or with respect to any action shall (i) firstbe 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, (ii) the balance, if any,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. Counterfeit/ParallelConsiderations.

(a) Licensor will usecommercially reasonable efforts, including, without limitation,establishing an enforcement network of attorneys, investigators andcustoms inspectors in the Territory (the"Network") to minimize and deter (i) thediversion into and sale within the Territory of products, correspondingto the Articles, authorized for sale by its other licensees solelyoutside the Territory (including, without limitation, unauthorizeddistribution of such products by the manufacturers and subcontractorsof such licensees) ("Parallel Imports") and(ii) the importation into, or sale or manufacture within, the Territoryof counterfeit Articles; in each case subject to Licensee'scompliance with its reimbursement obligations set forth in thissubsection, the other subsections of this Section, and subject toapplicable law. Licensee will cooperate in such efforts, and willpromptly *** asfollows:

|  |           |     |
|--|-----------|-----|
|  | (A)  | *** |

|  |           |         |
|--|-----------|---------|
|  | (B)  | ***;and |

|  |           |     |
|--|-----------|-----|
|  | (C)  | *** |

(b) Licensee will use commercially reasonableefforts to minimize and deter the diversion of Articles for saleoutside of the Territory (including, without limitation, unauthorizeddistribution of Articles by Licensee's manufacturers andsubcontractors) ("Diversion"). Such effortswill include, without limitation, the utilization of such processes,controls, identification methods and reporting and auditing proceduresas Licensor 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:

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     CONFIDENTIAL TREATMENT

|  |           |                                                                                                                                                                                                                                                                                             |
|--|-----------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|  | (i)  | 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 |

|  |            |                           |
|--|------------|---------------------------|
|  | (ii)  | Licensee will promptly*** |

(c) In addition to the foregoing, promptlyafter receipt of any certification by Licensor (with availablesupporting evidence) specifying the quantity of Articles recovered orotherwise identified as having been involved in any incident ofDiversion or attempted Diversion, ***

(d)Where appropriate and consented to by Licensee, Licensor will initiatecriminal or civil actions against persons outside the Territory seekingto manufacture counterfeit Articles or sell or ship counterfeitArticles into the Territory (excluding, for this purpose, manufacturersor subcontractors described in the definitions of Diversion or ParallelImports). The cost related to any such actions shall be entirely forLicensee's account.

(e) Licensor willconsult with Licensee in planning and enforcement activities pursuantto this Section 15. In addition, the parties will consult and cooperateto forecast Licensor's reimbursable expenses hereunder and makesuitable arrangements so that Licensor may receive Licensee'spayments in respect thereof at or shortly before such expenses areincurred.

(f) Whenever it is not readilyapparent whether actions or proceedings involve counterfeit Articles,Parallel Imports or Diversion, Licensor will determine the nature ofsuch items in good faith, taking into account all relevant informationprovided by Licensee.

(g) The parties agree tomutually explore alternative structures that will facilitate theprevention of Parallel Imports and Diversion in the Republic ofKorea.

Section 16. Copyright. Any copyright which maybe created in connection with any material using or used in connectionwith the Licensed Mark shall be the property of Licensor. Licenseeshall do any and all things required by Licensor to preserve andprotect said rights.

Section 17. Other Designers.During the term of this Agreement, Licensee will not *** Licensee shallnot advertise or otherwise use the Licensed Mark or any other"Calvin Klein" identification together withany other trademark or name, or any other identification of any otherfashion designer or any other fashion designer's merchandise; andLicensee shall use its best efforts to see that its purchasers ofArticles comply with this restriction. During the term of thisAgreement, Licensee's affiliates (as defined in Paragraph 4 ofthis Agreement, and to include any person or entity directly orindirectly owning or controlling a majority interest in Licensee) maydistribute, sell or advertise Products under the name of otherdesigners, except: *** This statement shall not be deemed to limit anyaffiliate from manufacturing goods as a contractor for suchdesigners.

Section 18. Indemnification/Insurance.

18.1 Licensee does hereby indemnify Licensor, CKTT and Calvin Klein,individually, against and save and hold each of them harmless of andfrom any and all losses, liability, damages and expenses (includingreasonable attorneys' fees and expenses) which they or either ofthem incur or for which they or either of them may become liable or becompelled to pay in any action or claim against them or either of them,for or by reason of any acts, whether of omission or commission, thatmay be committed or suffered by Licensee or any of its affiliates orany of their respective servants, agents or employees in connectionwith Licensee's performance of this Agreement and transactionsarising therefrom. The provisions of this paragraph and the obligationsof Licensee set forth therein shall survive expiration or othertermination of this Agreement.

18.2 Licensee will procure andmaintain at its own expense in full force and effect at all timesduring which Articles are being sold with a responsible insurancecarrier acceptable to Licensor, a public liability insurance policyincluding products liability coverage with respect to Articles as wellas contractual 

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     CONFIDENTIAL TREATMENT

liability (to the extent customarilyavailable in the Territory, as indicated by Licensee's insurancerepresentative, on an annual basis) with respect to this Agreement,with a limit of liability of not less than *** Such insurance policyshall insure against occurrences happening at any time during whichArticles are being sold or used regardless of when claims may be made.Such insurance policy shall be written for the benefit of Licensor,Licensee and Calvin Klein, individually, and will provide for at leastten (10) days prior written notice to Licensor and Licensee of thecancellation, 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 18.2 shall bedeemed to limit, in any way, the indemnification provisions ofparagraph 18.1 above.

Section 19. Breach/Default.

19.1 (a) If Licensee fails to make any payment to Licensor on thedate such payment is due as provided hereunder:

(1) Licensee shall pay interest on the unpaidbalance of the amount due at a rate equal to ***; and

(2) if such default continues uncured for a periodof ten (10) days after the date such payment initially became dueLicensor shall have the right to terminate this Agreement forthwith byand upon written notice to Licensee.

(a) IfLicensee fails to perform any of the terms, conditions, agreements orcovenants in this Agreement on its part to be performed which failuremay adversely affect the Licensed Mark, Licensor may terminate thisAgreement forthwith by written notice: (i) if such default isincurable, or (ii) if such default is curable but continues uncured fora period of ten (10) days after written notice thereof has been givento Licensee by Licensor. 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.

(b) If Licensee fails to pay anyamounts due any of Licensor's affiliates within ten (10) daysfollowing written notice thereof from Licensor or if Licensee orCorrado Fratini breaches or defaults under the Shareholder Agreementreferred to in Section 24, beyond the applicable cure period, Licensormay terminate this Agreement effective upon ten (10) days prior writtennotice to Licensee.

(c) If Licensee shallotherwise fail to perform, or if Licensor fails to perform, any of theterms, conditions, agreements or covenants in this Agreement on itsrespective part to be performed, the non-defaulting party may terminatethis Agreement forthwith by written notice: (i) if such default isincurable; or (ii) if such default is curable but continues uncured fora period of thirty (30) days after written notice thereof has beengiven to the defaulting party in writing by the other party; or (iii)if such default is curable but it is not reasonably curable within 30days, if the defaulting party promptly and diligently takes allnecessary actions to cure such default, but such default continuesuncured for a period of sixty (60) days after written notice thereofhas been given to the defaulting party in writing by the otherparty.

19.2 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 on any obligation which issecured by a security interest in any Articles, or if it adoptsresolutions for the filing of or entering into any type of insolvencyproceeding, or assignment for the benefit of its creditors, orliquidation of the business, this Agreement shall automaticallyterminate forthwith.

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19.3 No assignee for the benefit ofcreditors, custodian, receiver, trustee in bankruptcy, sheriff or anyother officer of the court or official charged with taking over custodyof Licensee's assets or business shall have the right to continuethis Agreement or to exploit or in any way use the Licensed Mark ifthis Agreement terminates pursuant to paragraph 19.2 above.

19.4Notwithstanding any termination in accordance with the foregoing,Licensor shall have, and hereby reserves, all the rights and remedieswhich it has or which are granted to it by operation of law, to collectfees due, earned or payable by Licensee pursuant to this Agreement, tobe compensated for damages for breach of the Agreement and to enjointhe unlawful or unauthorized use of the Licensed Mark without thenecessity of posting any bond or proving any actual damages (whichinjunctive relief may also be sought prior to or in lieu oftermination). Licensee hereby waives any and all rights relating toclaims for wrongful termination, loss of goodwill or damages inconnection with any such termination and agrees that it will neverallege any such claims. In the event of termination of the Agreement byLicensor pursuant to paragraph 19.1 and/or paragraph 19.2 above, theentire unpaid balance of the Minimum Guaranteed Fees for the remainingbalance of the then current term of this Agreement shall immediatelybecome due and payable by Licensee to Licensor and Licensee agrees tomake such payment within thirty (30) days following written demandtherefor by Licensor. Such amounts shall be in addition to any otheramounts due Licensor, hereunder, including, without limitation, anyunpaid but accrued Percentage Fees and any unpaid Special Fee.

Section 20. Termination.

20.1 On the expiration orearlier termination pursuant to Section 18 or otherwise of thisAgreement, all the rights of Licensee hereunder shall forthwithterminate and automatically revert to Licensor. Notwithstanding theforegoing, in the event of expiration or earlier termination of thisAgreement (other than pursuant to paragraph 19.2 above or by Licensorpursuant to paragraph 19.1 above), Licensee shall be entitled, for***

20.2 Except as provided in paragraph 20.1 above, on theexpiration or earlier termination of this Agreement, Licensee shallforthwith discontinue all use of the Licensed Mark (includingdiscontinuing use of the Licensed Mark or"CK" in its corporate name), shall no longerhave the right to use the Licensed Mark or any variation or simulationthereof, and shall transfer to Licensor all registrations, filings andrights with regard to the Licensed Mark which it may have possessed atany time. In addition, Licensee shall thereupon deliver to Licensor orto Licensor's designee, free of charge, or at Licensor'soption shall destroy, all materials utilized in connection withArticles and all labels, tags and other material in its possession withthe Licensed Mark thereon. Licensee will use its best efforts to causestencils, sketches and other materials in the possession of thirdparties to be destroyed or otherwise rendered unusable. Licensee shallnot reproduce or adapt any of said stencils, sketches or othermaterials for use on or in connection with merchandise subsequent tothe termination of this Agreement.

20.3 Licensor may, in itssole discretion, at any time, enter into such arrangements as itsdesires pursuant to which Products bearing the Licensed Mark may beshown, advertised, distributed or sold in the Territory by it or by anyduly authorized third party other than Licensee provided only that noshipment of such Products will be permitted prior to the date oftermination of this Agreement.

Section 21. LicensorRepresentations. Licensor represents and warrants that it has fullright, power and authority to enter into this Agreement and to performall of its obligations hereunder. CKTT has applications to register, orregistrations of the mark "Calvin Klein"and/or the mark "CK/Calvin Klein" in thejurisdiction in the Territory; as indicated on the schedule attachedhereto.

Section 22. Licensee Representations. Licenseerepresents and warrants that it has full right, power and authority toenter into this Agreement and to perform all of its obligationshereunder. Licensee further represents and warrants that no broker orfinder brought about this transaction and Licensee hereby indemnifiesLicensor against and holds it harmless of and from any and allliabilities (including, without limitation, reasonable attorneys'fees and disbursements paid or incurred in connection with any suchliabilities) for any brokerage commissions or finders' fees inconnection with this Agreement or the transactions contemplatedhereby.

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Section 23. Notice. All reports,approvals and notices required or permitted by this Agreement to begiven to any party shall be in writing and shall be deliveredpersonally, by reputable overnight courier, telecopied or sent bycertified, registered or express mail (in each case with return receiptrequested), postage prepaid. Any such notice shall be deemed given whenso delivered personally, telecopied or sent by reputable overnightcourier or, on the date received (as evidenced by a signed receipt) ifdeposited in the mail, in each case to the party concerned at itsaddress as set forth above (with facsimile confirmation to Licensor at(212) 768-8930) or at such other address as a party may specify bynotice to the other. Copies of all notices sent to Licensor shall besent to the attention of (i) Licensing Department (ii) CorporateAffairs Department and (iii) General Counsel.

Section 24.Assignment.

(a) Licensee acknowledgesand recognizes: that it has been granted the license herein because ofits particular expertise, knowledge, judgment, skill and ability; thatit has substantial and direct responsibilities to perform thisAgreement in accordance with all of the terms contained herein; thatLicensor is relying on Licensee's unique knowledge, experienceand capabilities to perform this Agreement in a specific mannerconsistent with the high standards of integrity and quality associatedwith Licensor and its business; that the granting of the license underthis Agreement creates a relationship of confidence and trust betweenLicensee and Licensor, and that this Agreement is one under whichapplicable law excuses Licensor from accepting performance from, orrendering performance to, a person or entity other than Licensee,within the meaning of Section 365(c) and (e) of the Bankruptcy Code(title 11, U.S. Code). Except as set forth in Section 24(b), neitherthis Agreement nor the license or other rights granted to Licenseehereunder may be assigned, sublicensed, or otherwise transferred. Anyattempted assignment, transfer or sublicensing whether voluntary or byoperation of law, directly or indirectly, shall be void and of no forceor effect.

(b) The parties acknowledge andagree that Licensee was formed for the sole purpose of operating as thelicensee hereunder and will not engage in or conduct any otheractivities or operations. For purposes hereof, any transfer of all or acontrolling portion or a majority of the shares of the Licensee by CKJeanswear N.V., its affiliates, Corrado Fratini and/or MarcelloFratini, in a single transaction or in a series of transactions, oftheir respective shares, effecting a reduction in their interest inLicensee, except to Licensor, or a Licensor-approved shareholder, or toa corporate entity of which Corrado Fratini and/or Marcello Fratini ownthe majority of shares, shall be deemed a transfer in violation of theterms hereof and prohibited hereunder. Set forth on Schedule 24 heretois a list of the shareholders of Licensee and their respectiveshareholdings. Prompt notice of any transfer by CK Jeanswear N.V. orits affiliates (other than Calvin Klein, Inc. or its successors,assignees or transferees) of more than five percent (5%)(whether over a period of time or all at once), shall be delivered toLicensor. Except as otherwise provided herein, this Agreement shallinure to the benefit of and shall be binding upon the parties andpermitted successors and assigns.

Section 25. EntireAgreement. This Agreement contains the entire understanding andagreement between the parties hereto with respect to the subject matterhereof, supersedes all prior oral and written understandings andagreements relating thereto, and may not be modified, discharged orterminated, nor may any of the provisions hereof be waived, orally.This Agreement amends and restates the Original License Agreement whichis expressly superseded by this Agreement; provided,that, any representations and warranties set forth in thisAgreement shall not be deemed to have been given again in connectionwith the execution and delivery of this Agreement, but shall only bedeemed to have been made as of the date of the Original LicenseAgreement and not as of the date of this Agreement.

Section 26.Independent Contractor. Nothing herein shall be construed toconstitute the parties hereto as partners or as joint venturers, oreither as agent of the other, and Licensee shall have no power toobligate or bind Licensor in any manner whatsoever. Licensor shall haveno responsibility for the operation or production of Licensee'smanufacturing, distribution or sales facilities or for any decisionsthat may be made in connection therewith regardless of whether Licensorapproved any of the same.

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Section 27. No Waiver. No waiverby either party, whether expressed or implied, of any breach hereof ordefault hereunder shall constitute a continuing waiver of suchprovision or of any other provision of this Agreement. Acceptance ofpayments by Licensor shall not be deemed a waiver by Licensor of anyviolation of or default under any of the provisions of this Agreementby Licensee.

Section 28. Severability. If any provisionor any portion of any provision of this Agreement shall be held to bevoid or unenforceable, the remaining provisions of this Agreement andthe remaining portion of any provision held void or unenforceable inpart shall continue in full force and effect.

Section 29.Governing Law. This Agreement shall be considered as havingbeen entered into in the State of New York and shall be construed andinterpreted in accordance with the laws of that state applicable toagreements made and to be performed therein. However, disputesregarding the Licensed Mark shall be resolved in accordance with theU.S. Federal trademark laws and related laws, statutes, rules andregulations of the United States unless there are no U.S. Federal laws,statutes, rules or regulations dispositive of such a dispute, in whichevent such disputes shall be resolved in accordance with the laws ofthe State of New York.

Section 30. Forum, Jurisdiction andService of Process. The parties expressly agree that (a) thecourts of the State of New York and/or the federal courts located inthe State of New York shall be the exclusive forum for the adjudicationof any disputes relating to this Agreement or the subject matter hereofand (b) that any judgment, award or order issued by the courts of theState of New York and/or the federal courts located in the State of NewYork shall be enforceable in the courts in any jurisdiction in theTerritory. Licensee expressly and irrevocably (a) submits to thejurisdiction of the courts of the State of New York and/or the federalcourts located in the State of New York and waives any right to contestthe jurisdiction of such courts to adjudicate disputes relating to thisAgreement or the subject matter hereof and, (b) waives any objection tothe laying of venue of any suit or proceeding in the above-describedcourts. Notwithstanding anything to the contrary in this Agreement,Licensee expressly agrees that Licensor shall have the right to enjoinuse of the Licensed Mark and the Form in any venue or jurisdiction inthe Territory. Service of any notice, process, motion or other documentin connection with proceedings relating in any way to this Agreement orthe subject matter hereof may be effectuated by: (a) as to Licensor,either by personal service or in the same manner as notices are to begiven pursuant to paragraph 23 above; and (b) as to Licensee, byservice upon (i) the Prentice-Hall Corporation System, Inc.("Prentice-Hall"), 375 Hudson Street, NewYork, New York 10014, as agent for Licensee, or (ii) upon such attorneywith an office in New York, New York, as agent for Licensee, as may bespecified by Licensee by notice to Licensor, or (iii) any other mannerpermitted by law, provided, in each case, a copy thereof is sent toLicensee in accordance with the provisions of paragraph 23 above.Licensee shall execute any consent forms required by Prentice-Hall inorder to effect the appointment of Prentice-Hall as its agent forservice of process and Licensee expressly and irrevocably agrees thatservice upon the Prentice-Hall shall be effective and sufficientservice of process upon Licensee.

Section 31. JurisdictionalApproval. This Agreement shall be subject to the obtaining of anyand all required recordation and approvals of this Agreement by theappropriate agencies of the government of Hong Kong, if any. If suchapprovals are not obtained within three (3) months after the earlier ofthe presentation of this Agreement to such agencies and the date ofexecution hereof, Licensor may, in its sole discretion, terminate thisAgreement by giving written notice to Licensee at any time after suchperiod and prior to the time such approvals are obtained. Licenseeshall promptly present this Agreement for any such approvals. Licensorand Licensee shall cooperate with each other and use their respectivebest efforts to obtain as promptly as possible any such approvals.Licensee shall bear any expense incurred in connection with obtainingand maintaining any such approvals. Promptly after the granting of anysuch approval, Licensee shall notify Licensor of the date thereof andshall provide Licensor with a copy thereof in both the originallanguage and, if applicable, in English. Notwithstanding anything tothe contrary herein, if any such approval is conditioned upon thedeletion, insertion or modification of any provision or any portion ofany provision hereof, Licensor shall retain the right to rescind thisAgreement in its entirety by and upon written notice given to Licenseein the event the required deletions, insertions or modifications affectthe terms of this Agreement so as to render, in the sole discretion ofLicensor, the 

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transactions contemplated by this Agreementan undesirable business venture. In the event this Agreement is sorescinded, neither party shall be in any way liable to the other,except for payments due to Licensor or its designees with respect totransactions which have already occurred, or as otherwise providedherein.

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

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

|  | By: /s/Barry Schuntz                                 |
|--|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|  | CALVIN KLEIN JEANSWEAR ASIA LTD. |
|--|----------------------------------|

|  | By: /s/Illegible                                                     |
|--|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

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     CONFIDENTIAL TREATMENT

Schedule A

***

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     CONFIDENTIAL TREATMENT

Schedule24

|                 |  |        |     |         |  |  |
|-----------------|--|--------|-----|---------|--|--|
| Shareholders    |  | %      |
| CKJeanswearN.V. |  |   | 100 | %  |
|                 |

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