Passport Brands, Inc Watch

from 10-12G 4 pages For Value Received, I.C. Isaacs & Company, Inc., a Delaware Corporation With an Address at 475 10th Avenue, 9th Floor, New York, Ny 10018 (Hereinafter Referred to as "Maker") Hereby Promises to Pay to the Order of Ernest K. Jacquet an Individual With an Address at 2600 N. Flagler Drive., Suite 909, West Palm Beach, Fl 33407 (Hereinafter Referred to as the "Lender") the Principal Sum of Nine Hundred-Thirty-Six Thousand Dollars ($936,000.00) (The "Loan") With Payment in Kind (“Pik”) Interest at the Rate of Ten Percent (10%) Per Annum. Interest Shall Accrue Until Such Time as Maker’s Earnings Before Interest and Taxes and Depreciation and Amortization (“EBITDA”) Reaches a Run Rate for 3 Months of $2 Million Dollars ($2,000,000) Per Year Which Is Estimated to Be in 2012. if the Maker Does Not Convert to Cash Pay in 2012 Then the Pik Rate Increases to 14 % Until Cash Pay Which Shall Remain 10 %. in the Case of an Event of Default the Default Rate Will Be 16%. the Entire Principal Balance, All Accrued and Unpaid Interest, and All Other Sums Due Under This Note Shall Be Due and Payable to Lender on or Before December 31, 2012 (The "Maturity Date").. This Note Is Pre-Payable at Anytime Without Penalty. Notwithstanding Anything to the Contrary Contained Herein, Upon the Occurrence of Any One or More of the Following (An "Event of Default"): (A) Failure by Maker to Pay Lender Any Sum Due Hereunder When Due;

from 10-12G 4 pages For Value Received, I.C. Isaacs & Company, Inc., a Delaware Corporation With an Address at 475 10th Avenue, 9th Floor, New York, Ny 10018 (Hereinafter Referred to as "Maker") Hereby Promises to Pay to the Order of Ernest K. Jacquet an Individual With an Address at 2600 N. Flagler Drive., Suite 909, West Palm Beach, Fl 33407 (Hereinafter Referred to as the "Lender") the Principal Sum of Seven Hundred-Eighty Thousand Dollars ($780,000.00) (The "Loan") With Payment in Kind (“Pik”) Interest at the Rate of Ten Percent (10%) Per Annum. Interest Shall Accrue Until Such Time as Maker’s Earnings Before Interest and Taxes and Depreciation and Amortization (“EBITDA”) Reaches a Run Rate for 3 Months of $2 Million Dollars ($2,000,000) Per Year Which Is Estimated to Be in 2012. if the Maker Does Not Convert to Cash Pay in 2012 Then the Pik Rate Increases to 14 % Until Cash Pay Which Shall Remain 10 %. in the Case of an Event of Default the Default Rate Will Be 16%. the Entire Principal Balance, All Accrued and Unpaid Interest, and All Other Sums Due Under This Note Shall Be Due and Payable to Lender on or Before December 31, 2012 (The "Maturity Date"). This Note Cancels and Replaces a $250,000 Note Dated August 12, 2010 and a $320,000 Note Dated September 23, 2010 Issued by Maker and Is Consolidated With Advances Made of $110,000 on September 30, 2010 and $100,000 on November 12, 2010 to Maker. This Note Is Pre-Payable at Anytime Without Penalty. Notwithstanding Anything to the Contrary Contained Herein, Upon the Occurrence of Any One or More of the Following (An "Event of Default"): (A) Failure by Maker to Pay Lender Any Sum Due Hereunder When Due;

from 10-12G 4 pages For Value Received, I.C. Isaacs & Company, Inc., a Delaware Corporation With an Address at 475 10th Avenue, 9th Floor, New York, Ny 10018 (Hereinafter Referred to as "Maker") Hereby Promises to Pay to the Order of Freedom Capital Partners, Ltd, a Bvi Business Company With an Address at 2600 N. Flagler Drive., Suite 909, West Palm Beach, Fl 33407 (Hereinafter Referred to as the "Lender") the Principal Sum of Nine Hundred Thousand Dollars ($900,000.00) (The "Loan") With Payment in Kind (“Pik”) Interest at the Rate of Ten Percent (10%) Per Annum. Interest Shall Accrue Until Such Time as Maker’s Earnings Before Interest and Taxes and Depreciation and Amortization (“EBITDA”) Reaches a Run Rate for 3 Months of $2 Million Dollars ($2,000,000) Per Year Which Is Estimated to Be in 2012. if the Maker Does Not Convert to Cash Pay in 2012 Then the Pik Rate Increases to 14 % Until Cash Pay Which Shall Remain 10 %. in the Case of an Event of Default the Default Rate Will Be 16%. the Entire Principal Balance, All Accrued and Unpaid Interest, and All Other Sums Due Under This Note Shall Be Due and Payable to Lender on or Before December 31, 2012 (The "Maturity Date").. This Note Is Pre-Payable at Anytime Without Penalty. Notwithstanding Anything to the Contrary Contained Herein, Upon the Occurrence of Any One or More of the Following (An "Event of Default"): (A) Failure by Maker to Pay Lender Any Sum Due Hereunder When Due;

from 10-12G 4 pages For Value Received, I.C. Isaacs & Company, Inc., a Delaware Corporation With an Address at 475 10th Avenue, 9th Floor, New York, Ny 10018 (Hereinafter Referred to as "Maker") Hereby Promises to Pay to the Order of Ernest K. Jacquet an Individual With an Address at 2600 N. Flagler Drive., Suite 909, West Palm Beach, Fl 33407 (Hereinafter Referred to as the "Lender") the Principal Sum of Nine Hundred Thousand Dollars ($900,000.00) (The "Loan") With Payment in Kind (“Pik”) Interest at the Rate of Ten Percent (10%) Per Annum. Interest Shall Accrue Until Such Time as Maker Has Achieved Over a Period of Four (4) Consecutive Calendar Quarters Earnings Before Interest and Taxes (“EBITDA”) in Excess of One Million Dollars ($1,000,000). in the Case of an Event of Default the Default Rate Will Be 16%. the Entire Principal Balance, All Accrued and Unpaid Interest, and All Other Sums Due Under This Note Shall Be Due and Payable to Lender on or Before June 28, 2012 (The "Maturity Date"). This Note Is Pre-Payable at Anytime Without Penalty. Notwithstanding Anything to the Contrary Contained Herein, Upon the Occurrence of Any One or More of the Following (An "Event of Default"): (A) Failure by Maker to Pay Lender Any Sum Due Hereunder When Due;

from 10-12G 3 pages Amendment No 1. to Loan Agreement

from 10-12G 3 pages Amendment No 1. to Loan Agreement

from 10-12G 3 pages Loan Agreement

from 10-12G 3 pages Loan Agreement

from 10-K 4 pages Third Amendment to Loan and Security Agreement

from 8-K 11 pages Third Amendment to Loan and Security Agreement

from 10-Q 5 pages First Amendment to Intercreditor and Subordination Agreement

from 10-Q 5 pages Second Amendment to Loan and Security Agreement

from 8-K 65 pages Loan and Security Agreement by and Between I.C. Isaacs & Company, L.P. “Borrower” and Wachovia Bank, National Association “Bank” Dated: December 30, 2004