AMENDED AND RESTATED

                             STOCKHOLDERS AGREEMENT


                  This  Amended  and  Restated   Stockholders   Agreement   (the
"Agreement") is made and entered into as of this _____ day of __________,  1996,
by and among GlenGate Apparel,  Inc., a New Jersey  corporation (the "Company"),
George J. Gatesy, an individual  resident in the State of New Jersey ("Gatesy"),
Richard  J.  Martinelli,  an  individual  resident  in the  State of New  Jersey
("Martinelli"),  and Peter J.  Kostis,  an  individual  resident in the State of
Arizona  ("Kostis";  Gatesy,  Martinelli  and Kostis are  sometimes  referred to
herein, collectively, as "Stockholders").

                                   WITNESSETH:

                  WHEREAS,   the   Stockholders   entered   into  that   certain
Stockholders  Agreement dated September 12, 1995 which the  Stockholders  hereby
desire to amend and restate; and

                  WHEREAS, Gatesy is a director, the chief executive officer and
an employee of the Company,  and Martinelli and Kostis are also directors of the
Company; and

                  WHEREAS,  the  Stockholders  believe  that it is in their best
interest,  and  in  the  best  interest  of  the  Company,  to  provide  certain
restrictions  on each  Stockholder's  right to  transfer  his Shares (as defined
below) upon his death, and so the parties desire to enter into this Agreement;

                  NOW,  THEREFORE,  in  consideration  of the  foregoing and the
mutual  promises  set  forth in this  Agreement,  the  parties  hereby  agree as
follows:

                  Section 1.  Definitions.  As used herein, the following terms
shall have the following meanings:

                  1.1 "Agreed  Price"  means,  with  respect to any Shares,  the
product of the Average Price and the number of such Shares.

                  1.2  "Average  Price" means the average of the  published  bid
prices per share of Common Stock for the 60-day period immediately preceding the
date of a Stockholder's  death.  Published bid prices means:  (i) if traded over
the counter and not listed on an  automated  quotation  system  sponsored by the
National  Association of Securities  Dealers,  Inc., the average of the last bid
and ask  prices for the Common  Stock for each day during the  period,  with the
overall  average of such  prices to be  obtained  by  totalling  the  applicable
average  bid and ask prices for each  regular  business  day within  such 60-day
period and  dividing  the total by the  number of such  regular  business  days;
provided,  that if there is not both a bid  price  and an ask  price on any such
date,  then such day shall be  ignored,  and the  number of days in such  period
shall  accordingly  be reduced;  or (ii) the last sales price  reported  for the
Common  Stock for each day during the period,  (x) as reported by the  principal
national  securities  exchange in the United States on which the Common Stock is
then  traded,  or (y) if not  traded  on any  such  exchange,  as  quoted  on an
automated  quotation system sponsored by the National  Association of Securities
Dealers,  Inc.,  with the  overall  average  of such  prices to be  obtained  by
totalling the prices for each regular  business day within such 60-day period on
which the Common  Stock was  reported  or quoted and  dividing  the total by the
number of such regular business days.

                  1.3      "Common Stock" means the Company's Common Stock, par
value $.001 per share.

                  1.4  "Representative(s)"  means,  with respect to any deceased
Stockholder,  such  Stockholder's  personal  representative(s),  executor(s)  or
administrator(s).

                  1.5  "Shares"  means,  with  respect to any  Stockholder,  all
Common Stock owned by such Stockholder at the time of his death.

                  1.6  "Transfer"  means,  with  respect  to  any  Shares,   any
transfer, sale, assignment, conveyance, bequest or other disposition, any pledge
or other encumbrance or any agreement that could result in any of the foregoing.

                  Section 2.  Restrictions on Transfer of Shares.

                  2.1 Inter Vivos  Transfers.  Nothing in this  Agreement  shall
restrict or otherwise limit any  Stockholder  from making any Transfer of any or
all of his shares of Common Stock to any person during his lifetime,  and in the
event of such a Transfer,  the transferee may be issued a substitute certificate
representing the shares so transferred  without any restrictive legend regarding
this Agreement.

                  2.2      Transfers Upon Death.

                           2.2.1 No  Shares  shall be  Transferred  upon the
death of any  Stockholder  except  in  accordance  with the  provisions  of this
Agreement,  and any attempted  Transfer in violation of the terms and conditions
of this Agreement shall be void ab initio.

                           2.2.2 Upon the death of a  Stockholder,  such
Stockholder  (hereinafter the "Deceased  Stockholder") shall automatically,  and
without  further  action by his estate or  Representative(s),  be deemed to have
offered to sell his Shares to the Company at the Agreed Price. The Company shall
be  obligated  to purchase  from the estate or  Representative  of the  Deceased
Stockholder  the  maximum  amount of  Stockholder's  Shares that the Company can
purchase at the Agreed Price using all of the insurance  proceeds payable to the
Company upon the death of the Deceased Stockholder, provided, however, that upon
the death of Gatesy,  the Company may use  $1,000,000 of any insurance  proceeds
then  payable  to the  Company  to  operate  the  Company  and locate and hire a
replacement for Gatesy and the balance of such insurance  proceeds shall be used
to purchase  the  maximum  amount of Gatesy's  Shares at the Agreed  Price.  The
Company may, but will not be obligated to,  purchase any additional  shares from
any Deceased  Stockholder's  estate or  Representative  to the extent  insurance
proceeds  payable  to the  Company  upon the  Deceased  Stockholder's  death are
insufficient to purchase all of the Deceased  Stockholder's  Shares. The Company
shall be entitled to keep the excess  insurance  proceeds payable to the Company
upon the Deceased  Stockholder's  death,  if any, which remain after the Company
purchases all of the Deceased  Stockholder's  Shares at the Agreed Price. Within
30 days  following  the death of a  Stockholder,  the Company  shall notify such
Stockholder's Representative(s) (as then known to the Company) as to: the number
of such Shares shown on the Company's  books;  the Average Price of such Shares;
the Agreed Price for such Shares,  the availability of any insurance proceeds to
fund the  Company's  purchase of such  Shares'  and  whether  the  Company  will
purchase  any such Shares for which  insurance  proceeds  are not or will not be
available to pay the Agreed Price.

                  2.2.3 The closing of the sale and purchase of Shares  pursuant
to this  Section  2.2.  shall take place at the office of the Company  within 30
days after the  insurance  proceeds  are received by the Company or as otherwise
agreed by the parties thereto,  but no later than six months following the death
of the Stockholder.  At the closing, the Company shall cause the Agreed Price to
be paid to the  estate of the  Stockholder  (or  otherwise  as  directed  by his
Representative(s)),   by  wire  transfer  of  immediately  available  funds,  by
certified  check  of  next  day  funds  or  otherwise,   as  designated  by  the
Stockholder's   Representative(s).   Against  such  payment,  the  Stockholder's
Representative(s)  shall  cause  to be  sold  and  delivered  to the  Company  a
certificate  or  certificates  representing  the  Shares,  free and clear of any
liens,  claims or  encumbrances,  in each case duly endorsed or  accompanied  by
appropriate stock powers.

                  2.2.4   Anything   in   this   Agreement   to   the   contrary
notwithstanding, if, in accordance with this Agreement, any Shares of a Deceased
Stockholder  are not  purchased by the  Company,  then such Shares shall be free
from any restrictions hereunder.

                  Section  3.  Life  Insurance.  In order to  provide  the funds
necessary to purchase each  Stockholder's  shares in the manner set forth herein
at Section  2.2.2,  the Company  shall  establish and maintain in full force and
effect,  with  a  carrier  or  carriers  reasonably   acceptable  to  Gatesy,  a
split-dollar  or other life insurance  policy or policies on the life of each of
Gatesy,  Martinelli and Kostis reasonably  acceptable to the  Stockholders.  The
Company  shall pay all  out-of-pocket  premiums  on or before the dates on which
they have become due under such policy or  policies,  and the Company  shall not
cause or suffer  such  policies  to be  encumbered  in any  respect  without the
consent of the Stockholder  whose life is covered  thereby.  This provision is a
material inducement for each Stockholder to enter into this arrangement.

                  Section 4.  Miscellaneous.

                          4.1 Injunctive  Relief.  Each party hereto
acknowledges  that it will be  impossible  to measure in money the damages  that
would be  suffered  if any  party  fails to comply  with any of the  obligations
herein  imposed  on such  party  and that in the event of any such  failure,  an
aggrieved  person  will be  irreparably  damaged  and will not have an  adequate
remedy at law.  Any such person  shall,  therefore,  be  entitled to  injunctive
relief and/or  specific  performance  to enforce such  obligations,  without the
necessity  of posting any bond or  furnishing  any  security,  and if any action
should be brought in equity to enforce any of the  provisions of this  Agreement
none of the parties hereto shall raise the defense that there is adequate remedy
at law.
                           4.2      Further  Assurances.  Each  party  hereto
shall do and perform or cause to be done and performed all such further acts and
things  and  shall  not  execute   and   deliver  all  such  other   agreements,
certificates,  instruments,  and documents as any other party hereto  reasonably
may request in order to carry out the intent and accomplish the purposes of this
Agreement and consummation of the transactions contemplated hereby.

                           4.3      Governing  Law. This  Agreement and the
rights and  obligations  of the  parties  hereunder  shall be  governed  by, and
construed  and  interpreted  in  accordance  with the laws of the  State of [New
Jersey] without giving effect to such State's principles  governing conflicts of
law.
                           4.4      Entire  Agreement;  Amendment;  Waiver.
This  Agreement  contains  the entire  agreement  among the parties  hereto with
respect  to the  subject  matter  hereof,  and  supersedes  any  and  all  prior
agreements,  arrangements and understandings (whether written or oral) among the
parties,  including without  limitation the Restricted  Stockholders'  Agreement
dated November 29, 1993 by and among the parties and Messrs. Thomas P. Noone and
Michael A. Vadas,  and any  amendments  thereto,  all of which are hereby merged
herein. This Agreement may not be amended, modified,  supplemented or terminated
except by an instrument  or  counterparts  thereof in writing  signed by all the
parties  then subject to this  Agreement.  No waiver of any term or provision of
this Agreement  shall be effective  unless in writing and signed by the party to
be charged. The wavier by any party of a breach of any term or provision of this
Agreement shall not be construed as a waiver of any subsequent breach.

                           4.5      Successors and Assigns.  This Agreement
shall be  binding  upon and  inure  to the  benefit  of the  parties  and  their
respective  successors and  Representatives.  Nothing in this Agreement,  either
express or implied,  is intended to confer on any person  other than the parties
hereto and their respective successors and Representatives, any rights, remedies
or obligations under or by reason of this Agreement.

                           4.6      Notice.  All notices  and other
communications  hereunder  shall be in writing and shall be delivered by hand or
by first-class  regular mail, postage prepaid,  to the address set forth beneath
each party's name on the execution page hereof. Any party may change its address
for notices hereunder by similar notice to the other parties. All communications
and notices  provided for in this  Agreement  shall be deemed to have been given
when sent,  except  notices as to changes of  address,  which  notices  shall be
deemed to have been given when received.

                           4.7      Headings,  Counterparts.  The headings and
captions  contained  herein are for  convenience or reference only and shall not
control or affect the meaning or  construction  of any  provision  hereof.  This
Agreement may be executed in any number of counterparts,  each of which shall be
deemed to be an original and all of which together  shall  constitute on and the
same instrument.
<PAGE>

                  IN WITNESS WHEREOF,  this Agreement has been executed by or on
behalf of each of the parties hereto as of the date first above written.

                                                          GLENGATE APPAREL, INC.
                                                            207 Sheffield Street
                                                  Mountainside, New Jersey 07092


                                                         By:/s/ George J. Gatesy
                                                     ---------------------------
                                                     George J. Gatesy, President


                                                            /s/ George J. Gatesy
                                                            --------------------
                                                                GEORGE J. GATESY
                                                              1100 Wychwood Road
                                                     Westfield, New Jersey 07090


                                                       /s/ Richard J. Martinelli
                                                       -------------------------
                                                           RICHARD J. MARTINELLI
                                                               325 Wychwood Road
                                                     Westfield, New Jersey 07090


                                                             /s/ Peter J. Kostis
                                                             -------------------
                                                                 PETER J. KOSTIS
                                                             9160 N. 69th Street
                                                       Paradise Valley, AZ 85253