SECOND REVISED AND RESTATED MANAGEMENT AGREEMENT
This Second Revised and Restated Management Agreement ("Agreement") is entered into as of the 29th day of
November, 1999, by and between The Newstar Group, a California corporation d/b/a The Wilstar Group
("Wilstar") and Cherokee Inc., a Delaware corporation (the "Company").
WHEREAS, the Board of Directors of the Company believes it to be in the Company's best interest to continue
to engage the management services of Wilstar, which will provide the services of Robert Margolis ("Margolis"),
pursuant to the terms of this Agreement and Wilstar desires to accept such engagement;
WHEREAS, on May 4, 1995, the Company and Wilstar entered into a Revised and Restated Management
Agreement (as amended April 26, 1996 and July 21, 1997, the "Prior Agreement") regarding the subject matter
hereof and now wish to replace the Prior Agreement, in its entirety, with this Agreement which shall be effective
upon the date hereinabove written (except for Sections 3.2 and 3.3, which shall only be effective upon receipt of
approval of the stockholders of the Company);
WHEREAS, subject to the terms and conditions set forth herein, the Company and Wilstar wish to set forth their
understanding regarding the mutual rights, obligations and responsibilities of Wilstar and the Company in
connection with Wilstar's management of the Company; and
NOW, THEREFORE, in consideration of the foregoing premises, and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the Company and Wilstar agree as follows:
Section 1. Term.
1.1 Initial Term. Except as provided in Sections 1.2 and 9 below, the term of this Agreement shall commence as
of the date hereof and shall terminate on February 2, 2002.
1.2 Extended Term. If the Company's consolidated "pre-tax earnings" computed in accordance with generally
accepted accounting principles (the "Pre-
Tax Earnings"), as set forth in the Company's audited financial