GARAN, INCORPORATED
                         350 Fifth Avenue
                      New York, New York 10118                         




                                             January 15, 1997



Mr. Seymour Lichtenstein
791 Park Avenue                           
New York, New York 10021     

Dear Seymour:

     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, 1986, and subsequently amended and restated (the 
agreement as amended and now again restated, "Employment and Consulting 
Agreement") with respect to your (i) continuing employment by Garan and (ii) 
retention by Garan as a consultant.  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 Chairman and Chief Executive Officer.

               1.2.     Duties.

                    During the period of your employment under this Employment 
and Consulting 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.

                    Your employment under this Employment and Consulting 
Agreement shall be for a term ("Employment Term") ending September 30, 2000 
("Term End").

          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 ("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 of Directors of Garan ("Board"), but for the Fiscal Year ending 
September 30, 1997, and for each Fiscal Year thereafter, such amount shall be 
not less than $530,000.  [References to Base Compensation in this and 
Consulting 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 $1,000,000.

          3.   Termination of Employment.

               3.1.  Voluntary Termination After a Change of Control Event.

                    If a Change of Control Event, as such term is defined in 
Annex I to this Employment and Consulting 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 (a) the average of your Base Compensation determined by the Board in 
accordance with the provisions of Section 2.1 for each of the 5 Fiscal Years 
ending with the Fiscal Year preceding the Fiscal Year in which the Change of 
Control Event occurs plus (b) the average of your last 5 Annual Bonuses 
determined by the Board in accordance with Section 2.1 prior to 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 and 
Consulting Agreement.  It is expressly agreed that this Section 3.1 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 for any reason other than for Cause as defined in 
Annex I to this Employment and Consulting Agreement terminates your employment 
prior to October 1, 2000:

                    3.2.a.  Garan shall pay to you an amount equal to (i) the 
greater of (x) two times your Base Compensation plus two times your last 
Annual Bonus as each was last determined by the Board pursuant to Section 2.1 
prior to the date of such termination and (y) three times your Base 
Compensation as last determined by the Board pursuant to Section 2.1 prior to 
the date of such termination and (ii) three times your Annual Consulting 
Payment as determined pursuant to Section 4.2 (assuming the Consulting Term 
commenced on the date of termination).  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 September 30, 2000, 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 and Consulting Agreement at any time upon a 
determination by Garan to dismiss you for Cause as defined in Annex I to this 
Employment and Consulting 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 and Consulting Agreement prior to your becoming 
Disabled (as defined in Section 3.5), this Employment and Consulting Agreement 
shall terminate, and all obligations of Garan under this Employment and 
Consulting 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 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 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, regardless of your death 
after you became Disabled, Garan (i) shall (x) continue to pay you monthly 
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 
and (y) beginning in the month after the payments pursuant to Section 
3.5.a(i)(x) end, for a period of 60 months, an amount equal to 1/12th of 50% 
of your Annual Consulting Payment determined pursuant to Section 4.2 (assuming 
the Consulting Period commenced on the date you incurred the Disability), 
reduced in either case 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 periods 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 and Consulting 
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 and Consulting 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 or consultant to Garan under this Employment and 
Consulting Agreement, the date of your death, or the date on which you became 
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 and 
Consulting 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 l986, as amended from time to time, the amounts payable under 
this Employment and Consulting Agreement shall be reduced by the smallest 
amount necessary to avoid the imposition of such excise tax.

          4.      Consulting Services.

               4.1.  Consulting Term.

                     Commencing with the date after (a) any voluntary 
termination by you of your employment pursuant to Section 3.1 or otherwise or 
(b) the Term End, and ending 5 years thereafter ("Consulting Term"), Garan 
shall retain you to render to it services of an advisory or consultative 
nature relating to your prior duties during your employment pursuant to this 
Employment and Consulting Agreement so that Garan may have the benefit of the 
experience, knowledge, and contacts gained by you as an officer and director 
of Garan.  You agree to render to Garan such services if and when called upon 
in writing in advance by not less than 3 business days by Garan at such time 
or times as may be mutually agreed by Garan and you, by telephone, letter, or 
in person, provided that: (i) you are not temporarily more than 100 miles of 
New York City at the date such notice is given to you at your New York City 
residence, (ii) you only shall be obliged to devote an aggregate of 20 hours 
in any monthly period during the period of your retention as a consultant 
under this Employment and Consulting Agreement to the rendering of such 
services, (iii) you are reimbursed for all reasonable expenses incurred in the 
performance of such services, including but not limited to, transportation, 
secretarial, and office expenses, (iv) you shall not be obliged to travel to 
render such services outside of the Metropolitan New York City area, and (v) 
your failure to render such services due to prior engagements, vacations, 
holidays or the like, or your inability to render such services due to 
psychological, emotional, or physical reasons, shall not affect your right to 
receive your Annual Consulting Payment under this Employment and Consulting 
Agreement.

          4.2.     Compensation.

               During the Consulting Term, Garan shall (a) pay to you 
compensation in each 12 month period ("Annual Consulting Payment") in an 
amount determined by the Board but not less than 66-2/3% of the greater of (i) 
the total of your Base Compensation plus your Annual Bonus as each was last 
determined by the Board pursuant to Section 2.1 prior to the Consulting Term 
and (ii) the total of your Base Compensation in the last fiscal year of Garan 
in which you were employed under this Employment and Consulting Agreement plus 
the average of your last two Annual Bonuses as each was determined by the 
Board pursuant to Section 2.1, (b) continue to provide you with executive 
employee benefits as provided in Section 2.2, or alternatively 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, and (c) maintain a life insurance policy on your life payable to 
your designated beneficiary or beneficiaries in the principal amount of not 
less than $1,000,000.

          4.3.     Termination by Garan Other Than for Cause.

               If Garan shall terminate your retention as a consultant prior 
to the expiration of the Consulting Term for any reason other than Cause as 
defined in Annex I to this Employment and Consulting Agreement, Garan shall 
pay you an amount equal to three times your Annual Consulting Payment as 
determined pursuant to Section 4.2.  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.

          4.4.     Termination by Garan for Cause.

               Garan shall have the right to terminate your consultancy under 
this Employment and Consulting Agreement at any time upon a determination by 
Garan to dismiss you for Cause as defined in Annex I to this Employment and 
Consulting Agreement.  Upon such termination for Cause, Garan's sole 
obligation shall be to pay you any accrued but unpaid compensation and 
benefits described in Section 4.2, as of the date of the termination of your 
consultancy.

          4.5.     Death.

               Upon your death during the Consulting Term your retention as a 
consultant under this Employment and Consulting Agreement shall terminate, and 
all obligations of Garan under this Employment and Consulting Agreement shall 
terminate simultaneously therewith, except that Garan shall pay to your 
designated beneficiaries, or if no beneficiaries are designated, then to your 
estate, any amounts under Section 4.2 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, then to your estate, an amount equal to 
150% of your Annual Consulting Payment at the date of your death as determined 
in accordance with Section 4.2 in 12 equal monthly installments commencing 
with the first day of the month following the date of your death.

          4.6.     Disability.

               4.6.a.  In the event of your "Disability" as defined in Section 
3.5.e during the Consulting Term, except as otherwise provided in Section 
4.6.b, Garan shall (i) continue to pay you monthly on and after the date you 
incurred the Disability, until the end of the Consulting Term, an amount equal 
to 1/12th of 50% of your Annual Consulting Payment determined pursuant to 
Section 4.2, reduced by the gross amount payable as a result of such 
Disability under any disability policy or plan, the cost of which is paid by 
Garan, and (ii) during the period set forth in Section 4.6.(a)(i), continue 
your other executive employee benefits set forth in Section 4.2 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.

               4.6.b.  If you die after incurring a Disability but prior to 
the end of the Consulting Term, the provisions of Section 4.5 shall apply in 
lieu of the provisions of this Section 4.6. 

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

               5.1.     Trade Secrets.

                    You acknowledge that: (a) your employment by Garan 
throughout the term of this Employment and Consulting 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 5.2 and 5.3 of this Employment and 
Consulting Agreement are specific inducements by you to Garan in connection 
with the execution of this Employment and Consulting Agreement.

               5.2.     Non-Competition.

                    In recognition of the provisions of Section 5.1 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:

                    5.2.a.  While you are performing services for Garan 
pursuant to this Employment and Consulting 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 and Consulting Agreement.

                    5.2.b.  In the event that (i) your employment or 
consulting retention pursuant to this Employment and Consulting Agreement is 
terminated by Garan pursuant to Section 3.2, 3.3, 4.3, or 4.4 or (ii) the term 
of this Employment and Consulting Agreement ends, for so long as Garan 
continues to pay you in accordance with its payroll practices, but for not 
more than the 12 month period beginning on the last day you render services to 
Garan, compensation if you were an employee at an annual rate equal to the 
greater of (x) the total of your Base Compensation in effect at the last day 
that you render services to Garan plus your Annual Bonus as each was last 
determined by the Board pursuant to Section 2.1, or (y) 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 or 
compensation if you were a consultant at an annual rate equal to your Annual 
Consulting Payment, 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 and Consulting 
Agreement in any state in the United States and in any territory, possession, 
or foreign country, provided that the provisions of this Section 5.2.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 5.2.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.  In the event Garan 
determines to pay you for the 12-month period referred to above, it shall do 
so for minimum periods of 3 months, and it shall give you notice that it is 
invoking the provisions of this Section 5.2.b and that it will compensate you 
accordingly.  The initial such notice shall be given together with the notice 
of termination referred to in Section 3.2 or 3.3, as applicable, or 15 days 
prior to the end of the term of this Employment and Consulting Agreement, and, 
thereafter, not later than 15 days prior to the beginning of each subsequent 
3-month period. 

               5.3.     Non-Interference.

                    Upon the termination of your services for Garan under this 
Employment and Consulting Agreement, until the one year anniversary date of 
the last day that you render services pursuant to this Employment and 
Consulting 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, 
member, 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 
5.3 may not be invoked by Garan if you terminate your employment pursuant to 
Section 3.1 or Garan terminates your employment or consulting retention upon 
or after a Change of Control Event.

               5.4.     Non-Disparagement.

                    During the Employment Term, Consulting 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.

               5.5.     Additional Provisions.

                    5.5.a.  In the event that the provisions of Sections 5.2, 
5.3, or 5.4 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 6 are, 
hereby authorized, requested, and instructed to reform such sections 
consistent with the intent of Sections 5.2, 5.3, or 5.4 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 5.4, Garan's activities, which may then be legal and 
valid.

                    5.5.b.  You and Garan agree that violation by you of the 
provisions of Sections 5.1, 5.2, 5.3, or 5.4 or by Garan of the provisions of 
Section 5.4 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 5.1, 5.2, 5.3, or 5.4, (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 5.2.b until the activities 
constituting that violation shall be finally terminated.

          6.     Arbitration and Jurisdiction.

               6.1.     Arbitration.

                    Except as otherwise alternatively provided in Section 5.5 
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 and 
Consulting 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.

               6.2.     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 6.1 and 
(b) this Employment and Consulting 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 7, within or without the State of New York, provided a reasonable time 
for appearance is allowed.

          7.     Notice.

               All notices provided for in this Employment and Consulting 
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:     791 Park Avenue      
                            New York, New York 10021     
               

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

          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 7.

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

               8.1     This Employment and Consulting 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 8.2 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 and Consulting Agreement.

               8.2     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 and Consulting 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 and Consulting 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.

          9.     Withholding; Mitigation of Damages.

               9.1.  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 and Consulting Agreement, any Federal, state, or local 
taxes of any kind required to be withheld.

               9.2.  Except as provided in Sections 3.5.a and 4.6.a, all 
payments and benefits to which you are entitled under this Employment and 
Consulting Agreement shall be made and provided without offset, deduction, or 
mitigation on account of income you may receive from other employment or 
otherwise.

          10.     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 and Consulting Agreement.

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


                                                Sincerely,

                                                GARAN, INCORPORATED



                                                By:_________________________ 
                                                    Jerald Kamiel, President
ACCEPTED AND AGREED:


______________________                            
Seymour Lichtenstein

<PAGE>

ANNEX I

CERTAIN DEFINITIONS


     As used in this Employment and Consulting 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.