GARAN, INCORPORATED
                         350 Fifth Avenue
                     New York, New York 10036


                                           January 15, 1997

Mr. Jerald Kamiel
2 Sylvan Court
Livingston, New Jersey 07039

Dear Jerry:

     We are writing to amend and restate, effective as of  October 1, 1996, 
the agreement between you and Garan, Incorporated ("Garan") originally entered 
into as of October l, l986, and subsequently amended and restated (the 
agreement as amended and now again restated, "Employment Agreement") with 
respect to your continuing employment by Garan.  We have agreed that:

          l.     Position, Duties, and Period of Employment.

               1.l.     Position.

                    Garan hereby continues to employ you, and you agree to 
accept continued employment, as President and Chief Operating Officer.

               1.2.     Duties.

                    During the period of your employment under this Employment 
Agreement ("Employment Term"), except for vacations, holidays, and personal 
days, as each is authorized by and consistent with the practices of Garan, and 
absences due to psychological, emotional, or physical reasons, you shall 
devote your full business time, skill, and energy to the business and affairs 
of Garan, and you shall use your best efforts to promote the best interests of 
Garan.

               1.3.     Period of Employment.

                    1.3.a.  Subject to Section 3, your employment under this 
Employment Agreement shall be for a term ("Initial Term") ending, as at the 
effective date of the restatement of this Employment Agreement, September 30, 
1999.

                    1.3.b.  The Initial Term of this Employment Agreement 
shall be extended by six months each April l and October l during the term of 
this Employment Agreement commencing April l, l997, unless prior to such date 
either (i) you notify Garan that you elect to terminate this Employment 
Agreement at the end of the Initial Term or the then extended term, or (ii) 
Garan notifies you that Garan elects to terminate this Employment Agreement at 
the end of the Initial Term or the then extended term.  (The end of the 
Initial Term or, if the term is extended, the extended term, is hereinafter 
referred to as the "Term End.")  The intent of this Section 1.3.b is that, for 
example, if neither you nor Garan gives such notice of termination on or 
before March 31, l997, the term of this Employment Agreement will be extended 
automatically to March 31, 2000, and if thereafter either you or Garan gives 
such notice of termination on or before September 30, 1997, the term of this 
Employment Agreement shall end on March 31, 2000.

                    1.3.c.1.  In the event that Garan notifies you pursuant to 
the provisions of Section l.3.b that it elects to terminate this Employment 
Agreement at the Term End, Garan shall include in such notice either a request 
that you render services or a direction that you are not to render services 
under this Employment Agreement after a date not more than 30 days after such 
notice, solely at its option.  

                    1.3.c.2.  If Garan requests you to render services and you 
do not give the notice referred to in the next sentence, thereafter (unless 
and until you voluntarily terminate your employment in accordance with the 
provisions of Section  3.l) until the Term End Garan shall continue (a) to pay 
to you  in accordance with its payroll practices compensation at an annual 
rate equal to the greater of (i) the total of your Base Compensation in effect 
at the date of such notice plus your last Annual Bonus, as each was last 
determined by the Board of Directors of Garan ("Board") pursuant to Section 
2.1, or (ii) the total of your average Base Compensation in the 12 month 
period ending on the date of the notice plus the average of your last two 
Annual Bonuses, as each was determined by the Board, and (b) Garan shall 
continue to provide you with your other benefits as in effect at the date of 
the notice or, at your option, as in effect one year prior to the date of the 
notice.   

                    1.3.c.3.  If Garan requests you to render services and, 
within 30 days after notice is given to you pursuant to Section 1.3.c.1, you 
notify Garan that you will not render further services under this Employment 
Agreement after a date set by you but not later than 30 days after your notice 
to Garan, or if Garan directs you in such notice not to render services, (a) 
Garan shall pay to you an amount equal to three times your Base Compensation 
as last determined prior to the date of such notice by the Board pursuant to 
Section 2.1 plus three times your last Annual Bonus determined by the Board, 
and (b) Garan shall continue to provide you until the Term End with your other 
benefits as in effect at the date of such notice or, at your option, as in 
effect one year prior to the date of such notice.  The amount determined in 
accordance with (a) shall be payable in cash, one-third within five business 
days after the last day you render services under this Employment Agreement, 
one-third on the first anniversary of the last day you render services, and 
one-third on the second anniversary of the last day you render services.  If 
Garan requests you to render services and, within 30 days after the notice is 
given to you pursuant to Section 1.3.c.1, you notify Garan that you will not 
render further services under this Employment Agreement, or if Garan directs 
you not to render services under this Employment Agreement, you shall be 
relieved of your obligations pursuant to Sections 1.1 and 1.2 after the last 
day that you render services under this Employment Agreement, but neither you 
nor Garan shall be relieved of any other obligations under this Employment 
Agreement.  If Garan directs you to render services and you continue to do so, 
the provisions of Section 3.1.a shall no longer apply but neither you nor 
Garan shall be relieved of any other obligations under this Employment 
Agreement.

          2.     Base Compensation, Annual Bonus, and
               Executive Employee Benefits.               

               2.1.     Base Compensation and Annual Bonus.

     During the Employment Term, Garan shall pay to you base compensation in 
each 12 month period commencing October 1 and ending September 30 ("Fiscal 
Year") as determined from time to time by the Board ("Base Compensation"), but 
for the Fiscal Year ending September 30, 1997, and for each Fiscal Year 
thereafter, such amount shall be not less than $345,000. [References to Base 
Compensation in this Employment Agreement shall not give effect to any salary 
reduction agreement.]  In addition to payment of Base Compensation, the Board 
may determine, but is not obligated to, to pay to you an annual Fiscal Year 
bonus ("Annual Bonus").

               2.2.     Executive Employee Benefits.

                    During the Employment Term, Garan shall provide you with 
employee benefits determined from time to time by the Board, which employee 
benefits shall be at least as favorable as those provided to other senior 
executives of Garan, and Garan shall maintain a life insurance policy on your 
life payable to your designated beneficiary or beneficiaries in the principal 
amount of not less than $l,000,000.

          3.     Termination of Employment.

               3.1.     Voluntary Termination.

                    If (a) Garan's present chief executive officer ceases to 
serve in such position for any reason and within 6 months of such event either 
(i) you are not given the opportunity to become chief executive officer of 
Garan on terms reasonably acceptable to you and Garan, or (ii) Garan employs 
another chief executive officer, then within 30 days after the earlier of the 
expiration of such 6 month period or employment  of another chief executive 
officer, you may give notice to Garan terminating your employment, or (b) a 
Change of Control Event, as such term is defined in Annex I to this Employment 
Agreement, occurs at any time during the Employment Term, within 6 months 
after such Change of Control Event you may give notice to Garan terminating 
your employment.  Such termination of employment shall be effective on a date 
set by you but not later than 30 days after you give notice of termination to 
Garan.  In the event of such voluntary termination, Garan will pay to you cash 
severance equal to 2.99 times the sum of (i) the average of your Base 
Compensation determined by the Board in accordance with Section 2.1 for each 
of the 5 Fiscal Years ending with the Fiscal Year preceding the Fiscal Year in 
which either the current chief executive officer ceases to serve in such 
position or a Change of Control Event occurs plus (ii) the average of your 
last 5 Annual Bonuses determined by the Board in accordance with Section 2.1 
prior to the commencement of the 6 month period after the current chief 
executive officer ceases to serve in such position  or the Change of Control 
Event.  Such severance shall be payable to you on the next business day after 
the last day you render services under this Employment Agreement.  It is 
expressly agreed that the provisions of Section 3.1.b shall not apply if the 
Change of Control Event is a result of a completed "management buyout" of 
Garan in which you participate as an equity investor.

               3.2.     Termination by Garan Other Than for Cause.

                    If Garan terminates your employment prior to the Term End 
for any reason other than as provided in Section 1.3.c or for Cause as defined 
in Annex I to this Employment Agreement:

                    3.2.a.  Garan shall pay to you an amount equal to three 
times your Base Compensation plus three times your last Annual Bonus as each 
was last determined prior to the date of such termination by the Board 
pursuant to Section 2.1.  Such amount shall be payable in cash, one-third 
within five business days of such termination, one-third on the first 
anniversary of such termination, and one-third on the second anniversary of 
such termination, and

                    3.2.b.  Garan shall continue to provide you with executive 
employee benefits as provided in Section 2.2, or alternatively shall provide 
you with life insurance, medical reimbursement, disability, and accidental 
death and dismemberment benefit coverage at levels no less favorable than 
those in effect for you pursuant to Section 2.2 on the date of termination of 
your employment if such executive employee benefits were being provided to you 
by Garan immediately prior to the termination of your employment, for a period 
equal to the lesser of (i) two years following the date of termination of your 
employment or until the date of the Term End, whichever comes later, or (ii) 
until you are provided by another employer with benefits substantially 
comparable to the benefits described in this Section 3.2.b.

               3.3.     Termination by Garan for Cause.

                    Garan shall have the right to terminate your employment 
under this Employment Agreement at any time upon a determination by Garan to 
dismiss you for Cause as defined in Annex I to this Employment Agreement.  
Upon such termination for Cause, Garan's sole obligation shall be to pay you 
any accrued but unpaid Base Compensation and executive employee benefits 
described in Sections 2.1 and 2.2 as of the date of the termination of your 
employment.

               3.4.     Death.

                    Upon your death during the term of this Employment 
Agreement prior to your becoming Disabled (as defined in Section 3.5), this 
Employment Agreement shall terminate and all obligations of Garan under this Emp
loyment Agreement shall terminate simultaneously therewith, except that Garan 
shall pay to your designated beneficiaries, or if no beneficiaries are 
designated, to your estate, any amounts under Sections 2 and 3 which are 
unpaid and earned to the date of your death.  In addition, Garan shall pay to 
your designated beneficiaries, or if no beneficiaries are designated, to your 
estate, an amount equal to 150% of the total of your then Base Compensation 
and your last Annual Bonus as each was last determined by the Board in 
accordance with Section 2.1, in 12 equal monthly installments commencing with 
the first day of the month following the date of your death.

               3.5.     Disability.

                    3.5.a.  In the event you incur a Disability, until the 
earlier to occur of the date of your death or the date you become Disabled (as 
such terms are defined in Section 3.5.e), Garan shall continue to pay to you 
your Base Compensation as last determined by the Board in accordance with the 
provisions of Section 2.1 and continue your executive employee benefits set 
forth in Section 2.2.

                    3.5.b.  If you become Disabled, Garan shall (i) continue 
to pay you monthly, regardless of your death after you become Disabled, until 
the later of the Term End or 18 months from the date that you became Disabled, 
but for not more than 36 months, 1/12th of the total of your Base Compensation 
in effect at the date you incurred the Disability plus an amount equal to your 
last Annual Bonus as each was determined by the Board pursuant to the 
provisions of Section 2.1 prior to the date you incurred the Disability, 
reduced by the gross amount payable as a result of such Disability under any 
disability or salary continuation policy or plan, the cost of which is paid by 
Garan, and (ii)  during the period set forth in Section 3.5.a(i), continue 
your other executive employee benefits set forth in Section 2.2 as in effect 
at the first day that you were unable to carry out your duties because of 
psychological, emotional, or physical reasons which resulted in your 
Disability.

                    3.5.c.  If you become Disabled, (i) Garan can remove you 
from the position that you then hold and (ii) the provisions of Sections 3.2 
and 3.4 shall no longer apply, provided that neither Garan nor you shall be 
relieved of any other obligations under this Employment Agreement.

                    3.5.d.  If you die after incurring a Disability but prior 
to becoming Disabled, the provisions of Section 3.4 shall apply in lieu of the 
provisions of this Section 3.5.

                    3.5.e.  For purposes of this Section 3.5, Disability shall 
mean that you are unable to substantially carry out your obligations under 
this Employment Agreement because of psychological, emotional, or physical 
reasons, and Disabled shall mean that your Disability has continued for a 
period of 90 consecutive days or for an aggregate of 120 days during any 
period of 360 consecutive days. 

               3.6.     Automobile.

                    Within 30 days following the last day that you render 
services as an employee to Garan under this Employment Agreement, the date of 
your death, or the date on which you become Disabled, you or your Estate shall 
have the right to elect to purchase from Garan the automobile then owned and 
supplied to you by Garan, if any, at the value thereof on Garan's books at 
such time.  Payment shall be made in cash on the 30th day after you make such 
election.

               3.7.     Parachute Payments.

                    If any amounts payable pursuant to this Employment 
Agreement which are deemed to constitute Parachute Payments, as defined in 
Annex I to this Employment Agreement, when added to any other payments which 
are deemed to constitute Parachute Payments, would result in the imposition on 
you of an excise tax under Section 4999 of the Internal Revenue Code of 1986, 
as amended from time to time, the amounts payable under this Employment 
Agreement shall be reduced by the smallest amount necessary to avoid the 
imposition of such excise tax.

          4.     Trade Secrets, Non-Competition, Non-
               Interference, and Non-Disparagement.

               4.1.     Trade Secrets.

                    You acknowledge that: (a) your employment by Garan 
throughout the term of this Employment Agreement and prior thereto will bring 
and has brought you into close contact with many confidential affairs of 
Garan, (b) the business of Garan is conducted throughout the United States and 
abroad and competes with similar businesses of other organizations, (c) Garan 
carries on substantial promotional, marketing, and/or sales activities 
throughout the United States and abroad, and (d) the covenants contained in 
Sections 4.2 and 4.3 of this Employment Agreement are specific inducements by 
you to Garan in connection with the execution of this Employment Agreement.

               4.2.     Non-Competition.

                    In recognition of the provisions of Section 4.1 and as 
consideration for your continued employment by Garan, the payment by Garan to 
you of compensation, and Garan providing you with benefits, you agree that:

                    4.2.a.  While you are performing services for Garan 
pursuant to this Employment Agreement, and at all times thereafter, you shall 
not disclose, communicate, or divulge to any person (other than to officers, 
directors, or employees of Garan and its subsidiaries whose duties require 
such knowledge) or use for your personal benefit or for the benefit of anyone 
other than Garan and its subsidiaries, any trade secrets, specifications, 
sales or merchandising plans, programs, research, or other confidential 
information employed in or proposed to be employed in the business of Garan 
and its subsidiaries which comes to or came to your knowledge in the course of 
or by reason of your employment by Garan, or your performance under this 
Employment Agreement.

                    4.2.b.  In the event that(i)(x) Garan notifies you in 
accordance with the provisions of Section l.3.c.2 that you either (1) are 
requested to render services under this Employment Agreement and you then 
notify Garan pursuant to the provisions of Section 1.3.c.3 that you will not 
render further services or (2) are directed not to render services under this 
Employment Agreement, or (y) your employment pursuant to this Employment 
Agreement is terminated by Garan pursuant to Section 3.2 or 3.3, or (z) the 
term of this Employment Agreement ends,  and (ii) Garan notifies you that it 
invokes the provisions of this Section 4.2.b within five business days after 
its direction to you not to render services or after the date you give notice 
that you will not render further services, or not later than five business 
days prior to the Term End, or includes such notice in the notice of 
termination pursuant to Section 3.2 or 3.3, then Garan shall pay you monthly 
in advance for the 12-month period beginning on the last day you render 
services to Garan, compensation at an annual rate equal to the greater of (A) 
the total of your Base Compensation in effect at the last day that you render 
services to Garan plus your last Annual Bonus as each was last determined by 
the Board pursuant to Section 2.1, or (B) the total of your average annual 
Base Compensation in the 24 month period ending on the last day that you 
render services to Garan plus the average of your last two Annual Bonuses as 
each was determined by the Board pursuant to Section 2.1, and you shall not 
directly or indirectly, enter into or in any manner take part as an employee, 
agent, independent contractor, consultant, owner, sole proprietor, partner, 
joint venturer, member, officer, director, or shareholder or take part in any 
other capacity in, for, or with any person, firm, corporation, association, or 
business enterprise, or in any manner render any assistance to any business or 
endeavor, whose business activities are the same, similar to, or competitive 
with any part of the business which is conducted by Garan and its subsidiaries 
during the course of your employment by Garan prior to and pursuant to this 
Employment Agreement in any state in the United States and in any territory, 
possession, or foreign country, provided that the provisions of this Section 
4.2.b shall not preclude you from ownership, as an investor, of less than 5% 
of the stock of a publicly owned company which engages in such business 
activities.  The provisions of this Section 4.2.b may not be invoked by Garan 
if Garan terminates your employment upon or after a Change of Control Event 
unless the Change in Control Event is a result of a completed "management 
buyout" of Garan in which you participate as an equity investor.

               4.3.     Non-Interference.

                    Upon the termination of your services for Garan under this 
Employment Agreement, until the one year anniversary date of the last day that 
you render services pursuant to this Employment Agreement, neither you nor any 
person, firm, corporation, association, or business enterprise with which you 
are affiliated as an employee, agent, independent contractor, consultant, 
partner, joint venturer, officer, director, or shareholder shall directly or 
indirectly induce or attempt to induce any employee of Garan or any of its 
subsidiaries to terminate or alter his or her employment relationship with 
Garan or any of its subsidiaries, or directly or indirectly hire any person 
who is or had been employed by Garan or any of its subsidiaries.  The 
provisions of this Section 4.3 may not be invoked by Garan if you  terminate 
your employment pursuant to Section 3.1 or Garan terminates your employment 
upon or after a Change of Control Event.

               4.4.     Non-Disparagement.

                    During the Employment Term and thereafter, (a) you shall 
not directly or indirectly, disparage the name, reputation, or products of 
Garan and (b) Garan shall not, directly or indirectly, disparage your name or 
reputation.

               4.5.     Additional Provisions.

                    4.5.a.  In the event that the provisions of Sections 4.2, 
4.3, or 4.4 should be deemed unenforceable, invalid, or overbroad in whole or 
in part for any reason, any court of competent jurisdiction is, or the 
Arbitrators appointed in accordance with the provisions of Section 5 are, 
hereby authorized, requested, and instructed to reform such sections 
consistent with the intent of Sections 4.2, 4.3, or 4.4 to provide for the 
maximum restraints upon (i) your activities (including, but not limited to, 
time, geographic area, employee solicitation, and disparagement), (ii) and 
with respect to Section 4.4, Garan's activities, which may then be legal and 
valid.

                    4.5.b.  You and Garan agree that violation by you of the 
provisions of Sections 4.1, 4.2, 4.3, or 4.4 or by Garan of the provisions of 
Section 4.4 will cause irreparable injury to the other for which any remedy at 
law would be inadequate, and that the injured party shall be entitled in any 
court of law or equity or in any arbitration proceeding in accordance with 
Section 5, whichever forum is designated by the injured party, to temporary, 
preliminary, permanent, and other injunctive relief against any breach of the 
provisions contained in such sections, and such punitive and compensatory 
damages as shall be awarded.  Further, in the event of a violation of the 
provisions of Sections 4.1, 4.2, 4.3, or 4.4, (i) the period of 
non-disclosure, non-competition, employee non-interference, or 
non-disparagement referred to therein shall be extended for a period of time 
equal to that period beginning on the date when such violation commenced and 
ending when the activities constituting that violation shall be finally 
terminated, and (ii) Garan shall have the right to suspend your compensation 
and benefits and payments made pursuant to Section 4.2.b until the activities 
constituting that violation shall be finally terminated.

          5.     Arbitration and Jurisdiction.

               5.1.     Arbitration.

                    Except as otherwise alternatively provided in Section 4.5 
relating to the reformation of the non-competition, employee non-interference, 
and non-disparagement provisions and obtaining injunctive relief, any 
controversy or claim arising out of or relating to this Employment Agreement, 
or the breach thereof, shall be settled by arbitration by one Arbitrator in 
New York, New York, in accordance with the Rules of the American Arbitration 
Association, and judgment upon the award rendered by the Arbitrator may be 
entered in any court having jurisdiction thereof.

               5.2.     Consent to Jurisdiction.

                    Each of you and Garan hereby consents to the jurisdiction 
of the Supreme Court of the State of New York for the County of New York and 
the United States District Court for the Southern District of New York for all 
purposes in connection with (a) the arbitration referred to in Section 5.1 and 
(b) this Employment Agreement, and further consents that any process or notice 
of motion in connection therewith may be served by certified or registered 
mail or by personal service in accordance with the provisions of Section 6, 
within or without the State of New York, provided a reasonable time for 
appearance is allowed.

          6.     Notice.

               All notices provided for in this Employment Agreement shall be 
in writing and shall be given by registered or certified mail, return receipt 
requested, and by regular mail, both with postage prepaid, or personally 
delivered, to the addresses set forth below, and shall be deemed given when 
sent.

          The addresses referred to above are:

          Your address:     2 Sylvan Court
                            Livingston, New Jersey 07039

          Garan:            350 Fifth Avenue
                            New York, New York 10118
                            Attn: Chairman

          With a copy to:   Tannenbaum Dubin & Robinson, LLP
                            1140 Avenue of the Americas
                            New York, New York 10036
                            Attn: Marvin S. Robinson, Esq.



               Either you or Garan at any time may give notice of another 
address in accordance with the provisions of this Section 6.

          7.     Governing Law, Amendment, and Binding Effect, etc.

               7.1     This Employment Agreement (a) shall be governed by and 
construed in accordance with the laws of the State of New York as if it were 
an agreement made and to be performed entirely within such State, (b) may not 
be modified or amended except by a writing signed by each of Garan or its 
successors and you, (c) may not be assigned by Garan except as provided in 
Section 7.2 or by you, (d) shall be binding upon each of Garan and its 
successors and you and your distributees, personal representatives, executors, 
and administrators, and (e) contains the entire agreement and understanding 
between Garan and you with respect to the subject matter hereof and supersedes 
all prior agreements, arrangements, and understandings, written or oral, 
between Garan and you with respect to the subject matter of this Employment 
Agreement.

               7.2     If Garan shall be merged into or consolidated with 
another entity, or another entity acquires substantially all of the assets of 
Garan, the provisions of this Employment Agreement shall be binding upon and 
inure to the benefit of the entity surviving such merger or resulting from 
such consolidation or acquiring such assets.  Garan will require any successor 
(whether direct or indirect, by purchase, merger, consolidation, or otherwise) 
to all or substantially all of the business or assets of Garan, by an 
agreement in form and substance satisfactory to you, to expressly assume and 
agree to perform this Employment Agreement in the same manner and to the same 
extent that Garan would be required to perform it if no such succession had 
taken place.  The provisions of the prior sentences also shall apply in the 
event of any subsequent mergers, consolidations, or transfers of assets.

          8.     Withholding; Mitigation of Damages.

               8.1.  Garan, to the extent permitted by law, shall have the 
right to deduct from any payment or benefit of any kind otherwise due to you 
under this Employment Agreement, any Federal, state, or local taxes of any 
kind required to be withheld.

               8.2.  Except as provided in Section 3.5.a, all payments and 
benefits to which you are entitled under this Employment Agreement shall be 
made and provided without offset, deduction, or mitigation on account of 
income you may receive from other employment or otherwise.

          9.     Litigation Expenses.

               Garan shall pay all of your costs and expenses, including 
attorneys' fees and disbursements, in connection with any legal proceedings 
(including, but not limited to, arbitration), whether or not instituted by 
Garan or you, relating to the interpretation or enforcement of any provision 
of this Employment Agreement.

     If the foregoing correctly sets forth our agreement, please execute and 
return the enclosed copy of this letter.

                                              Sincerely,



                                              GARAN, INCORPORATED


                                              By: ______________________________
                                                  Seymour Lichtenstein, Chairman

ACCEPTED AND AGREED:


____________________                            
Jerald Kamiel

<PAGE>
ANNEX I


CERTAIN DEFINITIONS


     As used in this Employment Agreement, and unless the context requires a 
different meaning, the following terms have the meanings indicated:

     "Cause" means willful and gross misconduct on your part that is 
materially and demonstrably detrimental to Garan or the commission by you of 
one or more acts which constitute an indictable crime under Federal, state, or 
local law, as determined in good faith by a written resolution duly adopted by 
the affirmative vote of a majority of all of the directors then serving on 
Garan's Board of Directors at a meeting duly called and held for that purpose 
after reasonable notice to you and opportunity for you and your counsel to be 
heard.

     "Change of Control Event" means any one of the following:
(a) Continuing Directors no longer constitute at least a majority of Garan's 
Board of Directors, (b) any person or group of persons (as defined in Rule 
13d-5 under the Securities Exchange Act of 1934), together with its 
affiliates, become the beneficial owner, directly or indirectly, of at least 
40% of Garan's then outstanding Common Stock, (c) the approval by Garan's 
shareholders of the merger or consolidation of Garan with any other 
corporation, the sale of substantially all of the assets of Garan, or the 
liquidation or dissolution of Garan, unless, in the case of a merger or 
consolidation, the incumbent Continuing Directors in office immediately prior 
to such merger or consolidation will constitute at least a majority of the 
directors of the surviving corporation of such merger or consolidation and any 
parent (as such term is defined in Rule 12b-2 under the Securities Exchange 
Act of 1934) of such corporation, and such surviving corporation (and such 
parent, if any) shall have at least five directors, or (d) at least a majority 
of the incumbent Continuing Directors in office immediately prior to any other 
action proposed to be taken by Garan's shareholders or by Garan's Board of 
Directors determines that such proposed action, if taken, would constitute a 
Change of Control of Garan and such proposed action is thereafter taken.

     "Continuing Director" means any individual who is a member of Garan's 
Board of Directors on October 1, 1996, or who thereafter is designated (before 
such person's initial election as a director) as a Continuing Director by a 
majority of the then Continuing Directors.

     "Parachute Payment" means any payment deemed to constitute
a "parachute payment" as defined in Section 280G of the Internal Revenue Code 
of 1986 as amended from time to time.