Exhibit
      10.1

     

    ESCROW
      AGREEMENT

     

    THIS
      ESCROW AGREEMENT,
      dated as
      of September 6, 2007 (this “Escrow Agreement”), is by and between Iconix
      Brand Group, Inc.,
      a
      Delaware corporation (“Iconix”); Ben
      Kraner,
      an
      individual (“Sellers’ Representative”), on behalf of the Sellers and solely in
      his capacity as Sellers’ Representative under the Underlying Agreement; and
U.S.
      BANK NATIONAL ASSOCIATION, a
      national banking association, as Escrow Agent hereunder (“Escrow
      Agent”).

     

    BACKGROUND

     

    A. Iconix
      and Sellers have entered into a Purchase and Sale Agreement (the “Underlying
      Agreement”), dated as of September 6, 2007, by and between Iconix, Official
      Pillowtex, LLC (“Pillowtex”) and the sellers of interest in Pillowtex listed as
      signatories thereto (“Sellers”), pursuant to which
      the
      Sellers sold all of the membership interests in Pillowtex to Iconix. The
      Underlying Agreement provides that Iconix shall deposit the Escrow Funds
      (defined below) in a segregated escrow account to be held by Escrow
      Agent.

     

    B. Escrow
      Agent has agreed to accept, hold, and disburse the funds deposited with it
      and
      the earnings thereon in accordance with the terms of this Escrow
      Agreement.

     

    C. Pursuant
      to the Underlying Agreement, Sellers have appointed the Sellers’ Representative
      (as defined below) to represent them for all purposes in connection with the
      funds to be deposited with Escrow Agent and this Escrow Agreement.

     

    D. In
      order
      to establish the escrow of funds and to effect the provisions of the Underlying
      Agreement, the parties hereto have entered into this Escrow
      Agreement.

     

    STATEMENT
      OF AGREEMENT

     

    NOW
      THEREFORE,
      for good
      and valuable consideration, the receipt and sufficiency of which are hereby
      acknowledged, the parties hereto, for themselves, their successors and assigns,
      hereby agree as follows:

     

    1. Definitions.
      The
      following terms shall have the designated meanings when used
      herein:

     

    (a) “Business
      Day” shall mean any day on which banks are not required, or are authorized, to
      close in the City of New York, New York.

     

    (b) “Claim”
      shall mean a claim for indemnification by Iconix pursuant to the Underlying
      Agreement.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    (c) “Claim
      Amount” shall mean the amount designated by Iconix to be the amount (to the
      extent then known) of any Claim for which a Claim Notice has been delivered.
      

     

    (d) “Claim
      Notice” shall mean a written notification, signed by Iconix and delivered which
      shall specify the representation or agreement in the Underlying Agreement with
      respect to which a Claim is being made, the facts giving rise to and the alleged
      basis for such Claim, the Claim Amount of such Claim, the date of such Claim
      Notice, and the aggregate Claim Amounts of all Claims as to which Claim Notices
      have been delivered, and will shall attach copies of all material written
      evidence of such Claim. Each Claim Notice also shall include a certification
      by
      the Iconix that the Claim is being made pursuant to the Underlying Agreement
      and
      this Escrow Agreement.

     

    (e) “Claim
      Response” shall mean a written notification, signed by the Sellers’
Representative, which shall set forth whether or not the Sellers dispute any
      matter with respect to a Claim Notice or the Claim described
      therein.

     

    (f) “Escrow
      Funds” shall mean the funds deposited with Escrow Agent pursuant to Section
      3
      of this
      Agreement, together with any interest and other income thereon; initially,
      such
      amount shall be Twenty-four Million Dollars ($24,000,000).

     

    (g) “Joint
      Written Direction” shall mean a written direction executed by Iconix and
      Sellers’ Representative and directing Escrow Agent to disburse all or a portion
      of the Escrow Funds or to take or refrain from taking an action pursuant to
      this
      Escrow Agreement.

     

    (h) “Sellers’
      Representative” shall mean the person so designated hereto or any other person
      designated in a writing signed by Sellers and delivered to Escrow Agent and
      Iconix in accordance with the notice provisions of this Escrow Agreement, to
      act
      as their representative under this Escrow Agreement. 

     

    2. Appointment
      of and Acceptance by Escrow Agent.
      Iconix
      and Sellers’ Representative hereby appoint Escrow Agent to serve as escrow agent
      hereunder. Escrow Agent hereby accepts such appointment and, upon receipt by
      wire transfer of the Escrow Funds in accordance with Section
      3
      below,
      agrees to hold, invest and disburse the Escrow Funds in accordance with this
      Escrow Agreement.

     

    3. Commencement
      of Duties.
      Iconix,
      on the date hereof, simultaneously with the execution and delivery of this
      Escrow Agreement, shall transfer by wire transfer to the Escrow Agent the
      aggregate sum of Twenty-Four Million Dollars ($24,000,000). 


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    


    4. Disbursements
      of Escrow Funds.
      The
      Escrow Funds shall be distributed by the Escrow Agent in accordance with the
      following:

     

    (a) If,
      prior
      to the Closing, the Underlying Agreement is terminated by the Sellers pursuant
      to Section
      7.01(d)
      thereof,
      Sellers’ Representative may deliver to Escrow Agent a written notice
      (“Sellers’
      Representative Notice”)
      that
      (i) states that the Underlying Agreement was terminated pursuant to Section
      7.01(d)
      thereof,
      as applicable, (ii) states that Sellers are entitled to $15,000,000 of the
      Escrow Funds, as
      well
      as any interest and any other income earned
      on such
      $15,000,000, and that Iconix is entitled to the balance of the Escrow Funds
      (such balance, the “Indemnification
      Funds”)
      and
      (iii) requests that Escrow Agent disburse such portion of the Escrow Funds
      to
      Sellers, and such portion to Iconix in the manner indicated in such notice
      (any
      Sellers’ Representative Notice pursuant to this Section
      4.4(a)
      shall be
      accompanied by a certification that a copy of such notice has been given to
      Iconix). If Iconix does not dispute such Sellers’ Representative Notice in
      writing to Sellers’ Representative and Escrow Agent within five (5) Business
      Days of Iconix’ receipt (as provided in Section 15 below) of a copy of such
      notice, then the Escrow Agent shall release such amount to Sellers’
Representative and Iconix within ten (10) Business Days after the receipt of
      such Sellers’ Representative Notice, as instructed. However, if Iconix timely
      objects to such Sellers’ Representative Notice in writing as provided in the
      immediately preceding sentence, Escrow Agent shall not disburse any amount
      except in accordance with Section
      4(e)
      below.
      Iconix and Sellers’ Representative agree that any Claim or objection to or
      dispute with Sellers’ Representative Notice shall be made and asserted in good
      faith.

     

    (b) On
      the
      date of the Closing, Sellers’ Representative and Iconix shall deliver to Escrow
      Agent a joint written notice which (i) states that the Closing has occurred
      pursuant to the Underlying Agreement, (ii) states that Sellers are entitled
      to
      $15,000,000 of the Escrow Funds, as
      well
      as any interest and any other income earned
      on such
      $15,000,000, and (iii) requests that Escrow Agent disburse such portion of
      the
      Escrow Funds to Sellers Representative and that the remaining Escrow Funds
      shall
      remain in escrow for a period of twelve (12) months from the Closing Date,
      subject to terms and conditions set forth in Section
      4(c)
      below.


     

    (c) Upon
      the
      expiration of the first anniversary of the Closing Date, Escrow Agent shall:
      (a)
      retain in the Escrow Funds sufficient funds to pay in full all Claim Amounts,
      if
      any, that have not been resolved at such time; and (b) distribute, as promptly
      as practicable, the balance of the Escrow Funds to the Sellers in accordance
      with their respective Ownership Percentages; provided,
      that
      the distribution made to each Sellers against whom Iconix
      has
      asserted any Claim individually on or before such date which (i) has not been
      resolved at such time by the delivery to Escrow Agent of a Joint Written
      Direction or (ii) has resulted in payments made to Iconix pursuant to Section
      5
      herein shall be reduced by the amount of any such Claim, as applicable, and
      the
      distributions made to the other Sellers shall be adjusted
      accordingly.


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    


    (f) Except
      as
      provided in Section
      4(c),
      all
      distributions of Escrow Funds to Sellers under Section
      4
      shall be
      distributed to each Seller in accordance with that Seller’s respective Ownership
      Percentage as set out in Schedule
      B
      hereto.


     

    (g) All
      distributions of funds from the Escrow Funds shall be subject to the fees and
      claims of Escrow Agent and the Indemnified Parties (as defined below) pursuant
      to Section
      10
      and
Section 11
      below.

     

    5. Indemnification
      Claims.

     

    1. Iconix
      shall deliver each Claim Notice to the Sellers’ Representative and Escrow Agent,
      such delivery to be in accordance with the notice provisions of this Escrow
      Agreement.

     

    2. Upon
      receipt of any Claim Notice, Escrow Agent shall promptly make entries or
      notations in the Escrow Account records relating to the Indemnification Funds,
      indicating that funds in the amount of the Claim Amount are reserved to satisfy
      such Claim, and identifying the date and number of such Claim
      Notice.

     

    3. Within
      twenty (20) days of receipt by the Sellers’ Representative of any Claim Notice,
      the Sellers’ Representative shall deliver a Claim Response to Iconix and Escrow
      Agent, such delivery to be in accordance with the notice provisions of this
      Escrow Agreement. If, in connection with a Claim Notice, the Seller’s
      Representative fails to deliver a Claim Response by the end of the twentieth
      (20th) day following receipt by the Seller’s Representative of a Claim Notice,
      Escrow Agent shall pay to Iconix out of the Escrow Account an amount equal
      to
      the Claim Amount. Any such payment shall be made on or before the third (3rd)
      Business Day following the expiration of such twenty (20) day period. Escrow
      Agent shall continue to hold any amounts remaining in the Escrow Account
      following the payment of any Claim Notice in accordance with the terms of this
      Escrow Agreement.

     

    4. If
      Sellers’ Representative delivers a timely Claim Response with respect to all or
      any portion of a Claim Notice, Escrow Agent shall not disburse, and shall
      continue to hold in the Escrow Account, the Claim Amount or the disputed portion
      thereof, as the case may be, pending receipt of either (i) a Joint Written
      Direction or (ii) a notice from either Iconix or the Seller’s Representative
      stating that such Claim Notice has been submitted to a court of competent
      jurisdiction for judgment and that a judgment with respect to such matters
      has
      been rendered (a “Judgment
      Notice”)
      which
      is accompanied by a copy of a final order of such court, pursuant to which
      such
      court has determined whether and to what extent Iconix is entitled to the amount
      requested in the Claim Notice. Upon receipt of a Joint Written Direction or
      a
      Judgment Notice, as applicable, Escrow Agent shall thereafter act in accordance
      with Section 5.e, or Section 5.f below, as applicable.

     


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    


    5. Upon
      receipt by Escrow Agent of a Joint Written Direction, if such Joint Written
      Direction indicates that Iconix is entitled to payment in respect of all or
      any
      portion of the Claim Notice, then Escrow Agent shall release from the Escrow
      Account and pay to Iconix the amount indicated in such Joint Written Direction
      (up to a maximum of the amount of the Indemnification Funds). Such payment
      shall
      be made on or before the third (3rd) Business Day following the date on which
      such Joint Written Direction is received by Escrow Agent. If such Joint Written
      Direction indicates that Iconix is not entitled to all or any portion of the
      amount claimed in such Claim Notice (a “Discharge
      Notice”),
      then
      the Escrow Agent shall (i) pay to Iconix that amount, if any, of the amount
      claimed in such Claim Notice that Escrow Agent is instructed to pay to Iconix
      pursuant to such Joint Written Direction (as set forth in the foregoing
      sentence) and (ii) continue to hold the amount to which Iconix was determined
      not to be entitled in accordance with the terms of the Joint Written Direction
      until such amounts are to be disbursed in accordance with the terms of this
      Escrow Agreement.

     

    6. If
      Escrow
      Agent has received a Judgment Notice with respect to any Claim Notice, then
      Escrow Agent shall release from the Escrow Account and pay to Iconix an amount
      equal to the amount due Iconix, as explicitly set forth in such Judgment Notice
      (up to a maximum of the amount of the Indemnification Funds). Such payment
      will
      be made on or before the third (3rd) business day following the date on which
      Escrow Agent receives such Judgment Notice. If such Judgment Notice indicates
      that Iconix is not entitled to all or any portion of the amount claimed in
      the
      Claim Notice, then Escrow Agent shall continue to hold the amount to which
      Iconix was determined not to be entitled in accordance with the Judgment Notice
      until such amounts are to be disbursed in accordance with the terms of this
      Escrow Agreement.

     

    6. Suspension
      of Performance; Disbursement Into Court.
      If, at
      any time, (i) there shall exist any dispute between Iconix, Sellers and/or
      the
      Sellers’ Representative with respect to the holding or disposition of all or any
      portion of the Escrow Funds or any other obligations of Escrow Agent hereunder,
      (ii) Escrow Agent is unable to determine, to Escrow Agent’s sole but reasonable
      satisfaction, the proper disposition of all or any portion of the Escrow Funds
      or Escrow Agent’s proper actions with respect to its obligations hereunder, or
      (iii) Iconix and Sellers’ Representative have not within 30 days of the
      furnishing by Escrow Agent of a notice of resignation pursuant to Section
      7
      hereof,
      appointed a successor Escrow Agent to act hereunder, then Escrow Agent may,
      in
      its sole discretion, take either or both of the following actions:

     

    (a) suspend
      the performance of any of its obligations (including without limitation any
      disbursement obligations) under this Escrow Agreement until such dispute or
      uncertainty shall be resolved to the sole but reasonable satisfaction of Escrow
      Agent or until a successor Escrow Agent shall have been appointed (as the case
      may be).

     


    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    (b) petition
      (by means of an interpleader action or any other appropriate method), at the
      joint and several expense of Iconix and Sellers’ Representative (on behalf of
      the Sellers) any court of competent jurisdiction in any venue convenient to
      Escrow Agent, for instructions with respect to such dispute or uncertainty,
      and
      to the extent required or permitted by law, pay into such court, for holding
      and
      disposition in accordance with the instructions of such court, all Escrow Funds,
      after deduction and payment to Escrow Agent of all fees and expenses (including
      court costs and attorneys’ fees and expenses) payable to, incurred by, or
      expected to be incurred by Escrow Agent in connection with the performance
      of
      its duties and the exercise of its rights hereunder. 

     

    Escrow
      Agent shall have no liability to Iconix, Sellers, their respective shareholders
      or members or any other person with respect to any such suspension of
      performance or disbursement into court, specifically including any liability
      or
      claimed liability that may arise, or be alleged to have arisen, out of or as
      a
      result of any delay in the disbursement of the Escrow Funds or any delay in
      or
      with respect to any other action required or requested of Escrow Agent.


     

    7. Investment
      of Funds.
      The
      Escrow Agent is herein directed and instructed to invest initially and reinvest
      the Escrow Funds in the
      investment indicated on Schedule
      A
      hereto.
      With
      the execution of this document, Iconix and Sellers’ Representative acknowledge
      receipt of prospectuses and/or disclosure materials associated with the
      investment vehicle, either through means of hard copy or via access to the
      website associated with the investment selected by Iconix and Sellers’
Representative. Iconix and Sellers’ Representative acknowledge that they have
      discussed the investment and are in agreement as to the selected investment.
      Iconix and Sellers’ Representative may provide instructions changing the
      investment of the Escrow Funds (subject to applicable minimum investment
      requirements) by the furnishing of a Joint Written Direction to the Escrow
      Agent; provided,
      however,
      that no
      investment or reinvestment may be made except in the following:

     

    (a) direct
      obligations of the United States of America or obligations the principal of
      and
      the interest on which are unconditionally guaranteed by the United States of
      America;

     

    (b) certificates
      of deposit issued by any bank, bank and trust company, or national banking
      association (including Escrow Agent and its affiliates), which certificates
      of
      deposit are insured by the Federal Deposit Insurance Corporation or a similar
      governmental agency;

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    (c) any
      institutional money market fund offered by Escrow Agent, including any
      institutional money market fund managed by Escrow Agent or any of its
      affiliates; or


     

    (d) money
      market accounts of any bank, trust company, or national banking association
      offered by the Escrow Agent and its affiliates.

     

    If
      Escrow
      Agent has not received a Joint Written Direction at any time that an investment
      decision must be made, Escrow Agent shall invest the Escrow Funds, or such
      portion thereof as to which no Joint Written Direction has been received, in
      the
      investment indicated on Schedule
      A
      hereto.
      Each of the foregoing investments shall be made in the name of Escrow Agent.
      No
      investment shall be made in any instrument or security that has a maturity
      of
      greater than thirty (30) days. Notwithstanding anything to the contrary
      contained herein, Escrow Agent may, without notice to Iconix or Sellers’
Representative, sell or liquidate any of the foregoing investments at any time
      if the proceeds thereof are required for any disbursement of Escrow Funds
      permitted or required hereunder. All investment earnings shall become part
      of
      the Escrow Funds and investment losses shall be charged against the Escrow
      Funds. Escrow Agent shall not be liable or responsible for loss in the value
      of
      any investment made pursuant to this Escrow Agreement, or for any loss, cost,
      tax, fee, penalty or other charge resulting from any investment, reinvestment,
      sale or liquidation of any investment of the Escrow Funds. With respect to
      any
      Escrow Funds received by Escrow Agent after ten o’clock, a.m., New York, New
      York time, Escrow Agent shall not be required to invest such funds or to effect
      any investment instruction until the next Business Day. 

     

    8. Resignation
      of Escrow Agent.
      Escrow
      Agent may resign and be discharged from the performance of its duties hereunder
      at any time by giving sixty (60) days prior written notice to Iconix and
      Sellers’ Representative specifying a date when such resignation shall take
      effect. Upon any such notice of resignation, Iconix and Sellers’ Representative
      jointly shall appoint a successor Escrow Agent hereunder prior to the effective
      date of such resignation. The retiring Escrow Agent shall transmit all records
      pertaining to the Escrow Funds and shall pay all Escrow Funds to the successor
      Escrow Agent, after making copies of such records as the retiring Escrow Agent
      deems advisable and after deduction and payment to the retiring Escrow Agent
      of
      all fees and expenses (including court costs and attorneys’ fees and expenses)
      payable to or incurred by the retiring Escrow Agent in connection with the
      performance of its duties and the exercise of its rights hereunder. After any
      retiring Escrow Agent’s resignation, the provisions of this Escrow Agreement
      shall inure to its benefit as to any actions taken or omitted to be taken by
      it
      while it was Escrow Agent under this Escrow Agreement. Any corporation or
      association into which the Escrow Agent may be merged or converted or with
      which
      it may be consolidated, or any corporation or association to which all or
      substantially all of the escrow business of the Escrow Agent’s corporate trust
      line of business may be transferred, shall be the Escrow Agent under this Escrow
      Agreement without further act.


    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    


    9. Liability
      of Escrow Agent.
      The
      Escrow Agent undertakes to perform only such duties as are expressly set forth
      herein and no duties or obligations shall be implied. The Escrow Agent shall
      have no liability under and no duty to inquire as to the provisions of any
      agreement other than this Escrow Agreement. The Escrow Agent shall not be liable
      for any action taken or omitted by it in good faith except to the extent that
      a
      court of competent jurisdiction determines that the Escrow Agent’s gross
      negligence or willful misconduct was the cause of any loss to Iconix or Sellers.
      Escrow Agent’s sole responsibility shall be for the safekeeping and disbursement
      of the Escrow Funds in accordance with the terms of this Escrow Agreement.
      Escrow Agent shall not be charged with knowledge or notice of any fact or
      circumstance not specifically set forth herein. Escrow Agent may conclusively
      rely upon any notice, instruction, request or other instrument, not only as
      to
      its due execution, validity and effectiveness, but also as to the truth and
      accuracy of any information contained therein, which Escrow Agent shall
      reasonably believe to be genuine and to have been signed or presented by the
      person or parties purporting to sign the same. In no event shall Escrow Agent
      be
      liable for incidental, indirect, special, consequential or punitive damages
      (including, but not limited to lost profits), even if the Escrow Agent has
      been
      advised of the likelihood of such loss or damage and regardless of the form
      of
      action. Escrow Agent shall not be obligated to take any legal action or commence
      any proceeding in connection with the Escrow Funds, any account in which Escrow
      Funds are deposited, this Escrow Agreement or the Underlying Agreement, or
      to
      appear in, prosecute or defend any such legal action or proceeding. Escrow
      Agent
      may consult legal counsel selected by it in the event of any dispute or question
      as to the construction of any of the provisions hereof or of any other agreement
      or of its duties hereunder, or relating to any dispute involving any party
      hereto, and shall incur no liability and shall be fully indemnified from any
      liability whatsoever in acting in accordance with the opinion or instruction
      of
      such counsel. Iconix and Sellers’ Representative (on behalf of the Sellers),
      jointly and severally, shall promptly pay, upon demand, the reasonable fees
      and
      expenses of any such counsel. Escrow Agent shall have no liability or
      responsibility to question or determine the accuracy or reasonableness of any
      Claim Amount.

     

    The
      Escrow Agent is authorized, in its sole but reasonable discretion, to comply
      with orders issued or process entered by any court with respect to the Escrow
      Funds, without determination by the Escrow Agent of such court’s jurisdiction in
      the matter. If any portion of the Escrow Funds is at any time attached,
      garnished or levied upon under any court order, or in case the payment,
      assignment, transfer, conveyance or delivery of any such property shall be
      stayed or enjoined by any court order, or in case any order, judgment or decree
      shall be made or entered by any court affecting such property or any part
      thereof, then and in any such event, the Escrow Agent is authorized, in its
      sole
      discretion, to conclusively rely upon and comply with any such order, writ,
      judgment or decree which it is advised by legal counsel selected by it is
      binding upon it without the need for appeal or other action; and if the Escrow
      Agent complies with any such order, writ, judgment or decree, it shall not
      be
      liable to any of the parties hereto or to any other person or entity by reason
      of such compliance even though such order, writ, judgment or decree may be
      subsequently reversed, modified, annulled, set aside or vacated.



    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    


    10. Indemnification
      of Escrow Agent.
      From
      and at all times after the date of this Escrow Agreement, Iconix and Sellers’
Representative (on behalf of the Sellers), jointly and severally, shall, to
      the
      fullest extent permitted by law, defend, indemnify and hold harmless Escrow
      Agent and each director, officer, employee, attorney, agent and affiliate of
      Escrow Agent (collectively, the “Indemnified Parties”) against any and all
      actions, claims (whether or not valid), losses, damages, liabilities, costs
      and
      expenses of any kind or nature whatsoever (including without limitation
      reasonable attorneys’ fees, costs and expenses) incurred by or asserted against
      any of the Indemnified Parties from and after the date hereof, whether direct,
      or indirect, as a result of or arising from or in any way relating to any claim,
      demand, suit, action or proceeding by any person, including without limitation
      Iconix or Sellers, whether threatened or initiated, asserting a claim for any
      legal or equitable remedy against any person under any statute or regulation,
      including, but not limited to, any federal or state securities laws, or under
      any common law or equitable cause or otherwise, arising from or in connection
      with the performance or failure of performance of this Escrow Agreement or
      any
      transactions contemplated herein, whether or not any such Indemnified Party
      is a
      party to any such action, proceeding, suit or the target of any such inquiry
      or
      investigation; provided,
      however,
      that no
      Indemnified Party shall have the right to be indemnified hereunder for any
      liability finally determined by a court of competent jurisdiction, subject
      to no
      further appeal, to have resulted from the gross negligence or willful misconduct
      of such Indemnified Party. Each Indemnified Party shall have the right to select
      and employ a single counsel with respect to any action or claim brought or
      asserted against it, and the reasonable fees and expenses of such counsel shall
      be paid upon demand by each of Iconix and Sellers’ Representative (on behalf of
      the Sellers), jointly and severally. The obligations of Iconix and Sellers’
Representative under this Section
      10
      shall
      survive any termination of this Escrow Agreement and the resignation or removal
      of Escrow Agent. 

     

    The
      parties agree that neither the payment by Iconix or Sellers’ Representative of
      any claim by Escrow Agent for indemnification hereunder nor the disbursement
      of
      any amounts to Escrow Agent from the Escrow Funds in respect of a claim by
      Escrow Agent for indemnification shall impair, limit, modify, or affect, as
      between Iconix and Sellers, the respective rights and obligations of Iconix,
      on
      the one hand, and Sellers, on the other hand, under the Underlying Agreement.
      

     

    11. Fees
      and Expenses of Escrow Agent.
      Iconix
      and Sellers shall compensate Escrow Agent for its services hereunder in
      accordance with Schedule
      A
      attached
      hereto and, in addition, shall reimburse Escrow Agent for all of its reasonable
      out-of-pocket expenses, including attorneys’ fees and expenses, travel expenses,
      telephone and facsimile transmission costs, postage (including express mail
      and
      overnight delivery charges), copying charges and the like. The additional
      provisions and information set forth on Schedule
      A
      are
      hereby incorporated by this reference, and form a part of this Escrow Agreement.
      The compensation and reimbursement obligations set forth in this Section
      11
      shall be
      payable by Iconix and Sellers’ Representative (on behalf of the Sellers’),
      jointly and severally upon demand by Escrow Agent. The obligations of Iconix
      and
      Sellers’ Representative under this Section
      11
      shall
      survive any termination of this Escrow Agreement and the resignation or removal
      of Escrow Agent. Escrow Agent is authorized to, and may, disburse to itself
      from
      the Escrow Funds, from time to time, the amount of any compensation and
      reimbursement of out-of-pocket expenses due and payable hereunder (including
      any
      amount to which Escrow Agent or any Indemnified Party is entitled to seek
      indemnification pursuant to Section
      10
      hereof).
      Escrow Agent shall notify Iconix and Sellers’ Representative of any disbursement
      from the Escrow Funds to itself or any Indemnified Party in respect of any
      compensation or reimbursement hereunder and shall furnish to Iconix and Sellers’
Representative copies of all related invoices and other statements. Sellers
      and
      Iconix hereby grant to Escrow Agent and the Indemnified Parties a security
      interest in and lien upon the Escrow Funds to secure all obligations with
      respect to the right to offset the amount of any compensation or reimbursement
      due any of them hereunder (including any claim for indemnification pursuant
      to
Section
      10
      hereof)
      against the Escrow Funds. If for any reason funds in the Escrow Funds are
      insufficient to cover such compensation and reimbursement, Iconix and Sellers
      shall promptly pay such amounts to Escrow Agent or any Indemnified Party upon
      receipt of an itemized invoice. 


    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    12. Representations
      and Warranties.
      Each of
      Iconix and Sellers’ Representative respectively makes the following
      representations and warranties to Escrow Agent:

     

    (a) As
      applicable, it is duly organized, validly existing, and in good standing under
      the laws of the state of its incorporation or organization, and has full power
      and authority to execute and deliver this Escrow Agreement and to perform its
      obligations hereunder.

     

    (b) This
      Escrow Agreement has been duly approved by all necessary action, including
      any
      necessary shareholder or membership approval, has been executed by its duly
      authorized officers, and constitutes its valid and binding agreement enforceable
      in accordance with its terms.

     

    (c) As
      applicable, the execution, delivery, and performance of this Escrow Agreement
      is
      in accordance with the Underlying Agreement and will not violate, conflict
      with,
      or cause a default under its articles of incorporation, certificate of
      formation, articles of organization, bylaws, limited liability company
      agreement, management agreement or other organizational document, as applicable,
      any applicable law or regulation, any court order or administrative ruling
      or
      decree to which it is a party or any of its property is subject, or any
      agreement, contract, indenture, or other binding arrangement, including without
      limitation the Underlying Agreement, to which it is a party or any of its
      property is subject.


    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    


    (d) No
      party
      other than the parties hereto has, or shall have, any lien, claim or security
      interest in the Escrow Funds or any part thereof. No financing statement under
      the Uniform Commercial Code is on file in any jurisdiction claiming a security
      interest in or describing (whether specifically or generally) the Escrow Funds
      or any part thereof.

     

    (e) All
      of
      its representations and warranties contained herein are true and complete as
      of
      the date hereof and will be true and complete at the time of any disbursement
      of
      the Escrow Funds.

     

    13. Identifying
      Information.
      Iconix
      and Sellers’ Representative acknowledge that a portion of the identifying
      information set forth on Schedule
      A
      is being
      requested by the Escrow Agent in connection with the USA Patriot Act,
      Pub.L.107-56 (the “Act”). To help the government fight the funding of terrorism
      and money laundering activities, federal law requires all financial institutions
      to obtain, verify, and record information that identifies each person who opens
      an account. For a non-individual person such as a business entity, a charity,
      a
      trust, or other legal entity, the Escrow Agent may ask for documentation to
      verify its formation and existence as a legal entity. The Escrow Agent may
      also
      ask to see financial statements, licenses, identification and authorization
      documents from individuals claiming authority to represent the entity or other
      relevant documentation. Iconix and Sellers agree to provide any additional
      information requested by the Escrow Agent in connection with the Act or any
      similar legislation or regulation to which Escrow Agent is subject, in a timely
      manner. Iconix and Sellers each represent that all identifying information
      set
      forth on Schedule
      A,
      including without limitation its Taxpayer Identification Number assigned by
      the
      Internal Revenue Service or any other taxing authority, is true and complete
      on
      the date hereof and will be true and complete at the time of any disbursement
      of
      the Escrow Funds.

     

    14. Consent
      to Jurisdiction and Venue; Waiver of Jury Trial.
      In the
      event that any party hereto commences a lawsuit or other proceeding relating
      to
      or arising from this Escrow Agreement, the parties hereto agree that the
      Southern District of New York shall have the sole and exclusive jurisdiction
      over any such proceeding. If such court lacks federal subject matter
      jurisdiction, the parties agree that the any state court within New York County,
      City of New York, New York shall have sole and exclusive jurisdiction. Any
      of
      these courts shall be proper venue for any such lawsuit or judicial proceeding
      and the parties hereto waive any objection to such venue. The parties hereto
      consent to and agree to submit to the jurisdiction of any of the courts
      specified herein and agree to accept service of process to vest personal
      jurisdiction over them in any of these courts. THE PARTIES HERETO HEREBY WAIVE
      A
      TRIAL BY JURY OF ANY AND ALL ISSUES ARISING IN ANY ACTION OR PROCEEDING BETWEEN
      THEM OR THEIR SUCCESSORS OR ASSIGNS, UNDER OR IN CONNECTION WITH THIS ESCROW
      AGREEMENT OR ANY OF ITS PROVISIONS OR ANY NEGOTIATIONS IN CONNECTION
      HEREWITH.


    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    


    15. Notice.
      All
      notices, approvals, consents, requests, and other communications hereunder
      shall
      be in writing and shall be deemed to have been given if delivered personally
      to,
      five (5) Business Days after it is sent by registered mail, return receipt
      requested, postage prepaid to, or one (1) day after receipt is electronically
      confirmed, if sent by facsimile to, the address or facsimile number set forth
      on
Schedule A
      hereto,
      or to such other address as each party may designate for itself by like
      notice.

     

    16. Amendment
      or Waiver.
      This
      Escrow Agreement may be changed, waived, discharged or terminated only by a
      writing signed by Iconix and Sellers’ Representative and Escrow Agent. No delay
      or omission by any party in exercising any right with respect hereto shall
      operate as a waiver. A waiver on any one occasion shall not be construed as
      a
      bar to, or waiver of, any right or remedy on any future occasion.

     

    17. Severability.
      To the
      extent any provision of this Escrow Agreement is prohibited by or invalid under
      applicable law, such provision shall be ineffective to the extent of such
      prohibition or invalidity, without invalidating the remainder of such provision
      or the remaining provisions of this Escrow Agreement.

     

    18. Governing
      Law.
      This
      Escrow Agreement shall be construed and interpreted in accordance with the
      internal laws of the State of New York without giving effect to the conflict
      of
      laws principles thereof. 

     

    19. Entire
      Agreement.
      This
      Escrow Agreement and the Underlying Agreement constitute the entire agreement
      between the parties relating to the holding, investment and disbursement of
      the
      Escrow Funds and sets forth in their entirety the obligations and duties of
      Escrow Agent with respect to the Escrow Funds.

     

    20. Binding
      Effect.
      All of
      the terms of this Escrow Agreement, as amended from time to time, shall be
      binding upon, inure to the benefit of and be enforceable by the respective
      successors and assigns of Iconix, Sellers and Escrow Agent. 

     

    21. Execution
      in Counterparts.
      This
      Escrow Agreement and any Joint Written Direction may be executed in two or
      more
      counterparts, which when so executed shall constitute one and the same agreement
      or direction.


    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    


    22. Termination.
      Upon the disbursement of all amounts in the Escrow Funds pursuant to Joint
      Written Direction or the disbursement of all amounts in the Escrow Funds into
      court pursuant to Section 5 or Section 8 hereof, this Escrow
      Agreement shall terminate and Escrow Agent shall have no further obligation
      or
      liability whatsoever with respect to this Escrow Agreement or the Escrow
      Funds.

     

    23. Dealings.
      The
      Escrow Agent and any stockholder, director, member, manager, officer or employee
      of the Escrow Agent may buy, sell, and deal in any of the securities of Iconix
      or Sellers and become pecuniarily interested in any transaction in which Iconix
      or Sellers may be interested, and contract and lend money to Iconix or Sellers
      and otherwise act as fully and freely as though it were not Escrow Agent under
      this Agreement. Nothing herein shall preclude the Escrow Agent from acting
      in
      any other capacity for Iconix or Sellers or for any other entity.

     

    24. Certain
      Tax Matters.
      Each
      of
      Iconix and the Seller’s Representative agree to provide the Escrow Agent with
      such information as the Escrow Agent may reasonably request in order for it
      to
      comply with any information reporting and withholding obligations imposed by
      applicable laws or regulations, if any. Except to the extent otherwise required
      pursuant to a “determination” (within the meaning of Section 1313(a) of the
      Internal Revenue Code of 1986, as amended), the parties hereto will treat Iconix
      as owning the Escrow Fund and any interest, dividends or other income accrued
      thereon for U.S. federal income tax purposes.

     

    25. Force
      Majeure. The Escrow Agent shall not be responsible for delays or failures in
      performance resulting from acts beyond its control, such as (but not limited
      to)
      acts of God, riots, wars, strikes, epidemics, governmental regulations
      superimposed after the fact, fire, communication line failures, computer
      viruses, power failures, earthquakes or other disasters.


    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the parties hereto have caused this Escrow Agreement to be
      executed as of the date first above written.

     

    
      	
              ICONIX
                BRAND GROUP, INC.

            
	 	 
	
              By:

            	
              /s/
                Neil Cole

            
	
              Title:
                

            	
              President
                and CEO

            
	 	 
	
              SELLERS’
                REPRESENTATIVE

            
	 	 
	
              /s/
                Benton E. Kraner

            
	 	 
	
              U.S.
                BANK NATIONAL ASSOCIATION,

            
	
              as
                Escrow Agent

            
	 
	
              By:

            	
              /s/
                Thomas Tabor

            
	
              Title:
                

            	
              Vice
                President

            


    


    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

    

      SCHEDULE
        A

       

      1.            
        Escrow
        Funds.

       

      Escrow
        Funds amount:    
 $24,000,000

      Escrow
        Funds wiring instructions: 

       

      U.S.
        BANK NATIONAL ASSOCIATION 

      CORPORATE
        TRUST

      ST.
        PAUL, MN 

      ABA
        # 091000022 

      BNF:
        U.S. BANK N.A. 

      A/C:
        180121167365 

      FOR:
        ICONIX/ KRANER ESCROW 

      ATTN:
        STEFAN RONCHETTI 

      TEL:
        651-495-2148 

      FAX:
        651-495-8087

      


       

      2.             Escrow
        Agent Fees.

       

      
        	
                Acceptance
                  Fee:

              	
                $________________________

              
	
                Annual
                  Escrow Fee:

              	
                $5,000____________________

              
	
                Out-of-Pocket
                  Expenses:

              	
                $________________________

              
	
                Transactional
                  Costs:

              	
                $________________________

              
	
                Other
                  Fees/Attorney, etc.:

              	
                $________________________

              
	
                TOTAL

              	
                $________________________

              


      

       

      The
        Acceptance Fee and the Annual Escrow Fee are payable upon execution of the
        escrow documents. In the event the escrow is not funded, the Acceptance Fee
        and
        all related expenses, including attorneys’ fees and expenses, remain due and
        payable, and if paid, will not be refunded. Annual fees cover a full year
        in
        advance, or any part thereof, and thus are not pro-rated in the year of
        termination.

       

      The
        fees
        quoted in this schedule apply to services ordinarily rendered in the
        administration of an Escrow Account and are subject to reasonable adjustment
        based on final review of documents, or when the Escrow Agent is called upon
        to
        undertake unusual duties or responsibilities, or as changes in law, procedures,
        or the cost of doing business demand. Services in addition to and not
        contemplated in this Agreement, including, but not limited to, document
        amendments and revisions, non-standard cash and/or investment transactions,
        calculations, notices and reports, and legal fees and expenses, will be billed
        as extraordinary expenses.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
         

        SCHEDULE
          A, continued

      

       

       

      Unless
        otherwise indicated, the above fees relate to the establishment of one escrow
        account. Additional sub-accounts governed by the same Escrow Agreement may
        incur
        an additional charge. Transaction costs include charges for wire transfers,
        checks, internal transfers and securities transactions.

       

      
        	
                3.

              	
                Taxpayer
                  Identification Numbers.

              


      

       

      Iconix:________________________

       

      Sellers:_______________________

       

                                     
         ________________________

       

                                      
________________________

       

                                    
  ________________________

       

                                      
________________________

       

                                      
________________________

       

                                      
________________________

       

       

      
        	
                4.

              	
                [Reserved.]

              


      

       

      
        	
                5.

              	
                Investment
                  Instructions 

              


      

       

      
        	 	
                U.S.
                  Bank Money Market Deposit-CUSIP #
                  9AMMF76P5

              


      

       

      
        	 	
                [List
                  here. If selecting a money market fund, include fund name, fund
                  number and
                  class, describe any additional transaction fees applicable to the
                  investment and, if applicable, include the following statement
                  relating to
                  sweep fees:

              


      

       

      The
        minimum fee for sweeping funds into or out of the fund selected is an annualized
        amount of ________ of _____% (_____ basis points) and is deducted from the
        interest posted to the account.]

       

      
        
          
          

        

        
          A-2

          
            

          

        

        
          
          

        

      

      
        
           

          SCHEDULE
            A, continued

        

         

      

       

      6.         
        Notice
        Addresses.    

       

      Principal
        Place of Business,

      if
        different

       

      If
        to
        Iconix at:   

       

      Iconix
        Brand Group, Inc.

      1450
        Broadway, 4th
        Floor

      New
        York,
        New York 10018

      Attention:
        Neil Cole, CEO

      Facsimile: (212)
        391-2057

       

      If
        to
        Sellers’ Representative at:  

      


       

      Sellers’
        Representative

      c/o
        Jubilee Limited Partnership

      1800
        Moler Road 

      Columbus,
        Ohio 43207

      Attention:
        Ben
        Kraner

        
        Tod Friedman

      Facsimile:
         (614)
        443-2195

       

      If
        to the
        Escrow

      Agent
        at:                               U.S.
        Bank
        National Association, as Escrow Agent

      100
        Wall
        Street, 16th
        floor

      New
        York,
        NY 10005

      ATTENTION:
        Corporate Trust Services

      Facsimile:
        212-509-3384

      


      
        
          
          

        

        
          A-3

          
            

          

        

        
          
          

        

      

      
         

        SCHEDULE
          B

      

      


       

      
        	
                Seller

              	
                Contact

              	
                Address

              	
                Ownership
                  

                Percentage

              
	 	 	 	 
	
                Jubilee
                  Limited Partnership

                 

              	
                Jay
                  Schottenstein 

                Ben
                  Kraner

              	
                1800
                  Moler Road 

                Columbus,
                  OH 43207

              	
                 
                  16.670%

                 

              
	 	 	 	 
	
                Gordon
                  Brothers Retail Partners, LLC

                 

              	
                Mitch
                  Cohen

              	
                40
                  Broad Street

                Boston,
                  MA 02109

              	
                 
                  13.665%

              
	 	 	 	 
	
                Tiger
                  PTX IP, LLC

                 

              	
                Alan
                  Cohen

                Dan
                  Kane

                 

              	
                430
                  North Westlake Blvd.

                Ste.
                  260

                Westlake
                  Village, CA 91362

              	
                 
                  13.665%

                 

              
	 	 	 	 
	
                Franco
                  44 PT, LLC

                 

              	
                Isaac
                  Franco

                 

              	
                100
                  West 33rd Street

                New
                  York, NY 10001

              	
                 
                  17.000%

                 

              
	 	 	 	
                 

              
	
                High
                  Street Holdings, LLC

                 

              	
                Morris
                  Franco

                 

              	
                555
                  Prospect Street

                Metuchen,
                  NJ 08840

              	
                 
                  14.000%

                 

              
	 	 	 	 
	
                BFG
                  PTX Group, LLC

                 

              	
                Scott
                  Bernstein

                 

              	
                1010
                  Northern Blvd., Ste. 340

                Great
                  Neck NY 11021

              	
                   
                  5.000%

                 

              
	 	 	 	 
	
                CCA
                  Towels, LLC

                 

              	
                Stanley
                  Cayre

                 

              	
                1407
                  Broadway, 41st Floor

                New
                  York, NY 10018

              	
                 
                  16.000%

                 

              
	 	 	 	 
	
                Solwerd
                  Enterprises, LLC

                 

              	
                Sol
                  Werdiger

                 

              	
                1370
                  Broadway, 15th Floor

                New
                  York, NY 10018

              	
                   
                  1.500%

                 

              
	 	 	 	 
	
                Mazel
                  D&K, LLC

              	
                Reuven
                  Dessler

              	
                31000
                  Aurora Road

                Solon,
                  OH 44139

              	
                   
                  2.500%

                 

              
	 	 	 	 
	 	 	 	
                100.00%

              


      

      


       

      
        
          
          

        

        
          B-1