Related Party Transactions and Outside Related Director Information

Iconix Brand Group, Inc. (ICON)

8/2/2005 Proxy Information

On May 1, 2003, the Company granted KCP, Inc. the exclusive worldwide license to design, manufacture, sell, distribute and market footwear under the BONGO brand. The CEO and Chairman of KCP, Inc. is Kenneth Cole, who is the brother of Neil Cole, the CEO and President of the Company. During the 11 - month Current Year, the Company received $1.1 million in royalties from KCP.

During Fiscal 2002, Neil Cole, Chairman of the Board, President and CEO of the Company founded The Candie's Foundation ("the Foundation"), a charitable foundation whose purpose is to raise national awareness concerning the consequences of teenage pregnancy. At December 31, 2004, the Company had a balance of $227,000 due from the Foundation, net of a $50,000 reserve. The Company believes that the amount due will be recovered in full through guaranteed donations. Mr. Cole's wife, Elizabeth Cole, is employed by the Foundation at an annual salary of $80,000 per year.

Prior to August 5, 2004, Unzipped Apparel, LLC, was managed by Sweet Sportswear, Inc, ("Sweet"), a stockholder of the Company that beneficially owned more than five percent of the Company's common stock at the end of the 11-month Current year, pursuant to a Management Agreement. Unzipped also had a supply agreement with Azteca Production International, Inc. ("Azteca") and a distribution agreement with Apparel Distribution Services, LLC ("ADS"). All of these entities are owned or controlled by Hubert Guez, a former director of the Company.

Prior to August 5, 2004, there was a distribution agreement between Unzipped and ADS pursuant to which Unzipped paid ADS a per unit fee for warehousing and distribution functions and per unit fee for processing and invoicing orders. The agreement also provided for reimbursement for certain operating costs incurred by ADS and charges for special handling fees at hourly rates approved by management. Prior to August 5, 2004, there was also a supply agreement in effect between Unzipped and Azteca pursuant to which Unzipped paid Azteca cost plus 6% for goods, and was entitled to up to 30 days in which to pay Azteca.

Prior to August 5, 2004, Azteca allocated expenses to Unzipped for Unzipped's use of a portion of Azteca's office space, design and production team and support personnel. Unzipped also occupied office space in a building rented by ADS and Commerce Clothing Company, LLC (Commerce), a related party to Azteca.

On August 5, 2004, Unzipped terminated the Management Agreement with Sweet, the supply agreement with Azteca and the distribution agreement with ADS and commenced a lawsuit against Sweet, Azteca, ADS and Hubert Guez.

The related party transactions, most of which are being disputed in the litigation referred to above, are summarized as follows (000's omitted): (See [age 18 of proxy for table).

At December 31, 2004, the Company included in accounts payable and accrued expenses due to Azteca and ADS $847,000 and $2.3 million, respectively. These amounts, however, are in dispute in the litigation.

The Company has an agreement with UCC Funding Corporation ("UCC") pursuant to which UCC will advise the Company with respect to certain acquisitions (the "Acquisition Agreement"). Robert D'Loren, a former director of the Company, is the President of UCC. In connection with the services provided in the Acquisition Agreement with UCC, Mr. D'Loren, the sole shareholder of UCC, received 50,000 stock options. Under the Acquisition Agreement, UCC receives a fee upon the consummation of an acquisition, plus a percentage of revenue generated to the Company by the acquisition. In addition, UCC is entitled to receive a percentage of the gross revenues that the Company derives from the BADGLEY MISCHKA trademark and all derivative trademarks, which right was assigned to Content Holding, which is owned by Mr. D'Loren. In addition, should the Company sell all or substantially all of the acquired assets, UCC will receive a cash payment calculated under a formula based on the sales price

The Company had a license for BONGO branded bags and small leather/PVC goods which commenced in Fiscal 2002 with Innovo Group, Inc. ("Innovo"), a company controlled by Hubert Guez. Under this license, which was terminated in December 2004, the Company recorded $136,000, $126,000 and $214,000 in royalty income in the 11-month Current Year, Fiscal 2004 and Fiscal 2003, respectively, and royalties receivable from Innovo were $4,000, $6,000 and $179,000 at December 31, 2004, January 31, 2004 and 2003, respectively.