FIRST AMENDMENT TO LEASE, made this 4th day of October,  1996,
MAURICE M. WEILL, TRUSTEE UNDER TRUST INDENTURE DATED AUGUST 30, 1968, having an
office at 51 Commerce Street, Springfield,  New Jersey 07081, hereinafter called
the "Landlord"; and GLENGATE APPAREL, INC., a New Jersey corporation,  having an
office at 207 Sheffield  Street,  Mountainside,  New Jersey  07092,  hereinafter
called the "Tenant".


                                            WITNESSETH:

                  WHEREAS,  the Landlord  owns certain lands and premises in the
Borough of  Mountainside,  County of Union and State of New  Jersey,  which said
lands and premises are located at 207 Sheffield Street (the "Property"); and

                  WHEREAS,  the Landlord has erected on the Property a one-story
office and  warehouse  building  containing  approximately  14,000  square feet,
hereinafter called the "Building"; and

                  WHEREAS,  the Landlord and Tenant have heretofore entered into
a certain  lease  agreement  dated  November  14, 1994,  hereinafter  called the
"Lease", pursuant to which Tenant has leased approximately 10,000 square feet of
space, hereinafter called the "Original Leased Premises", all in accordance with
the terms and conditions of the Lease; and

                  WHEREAS,  the  Landlord  has  agreed to  provide  and lease to
Tenant  additional space  containing  approximately  4,000 square feet,  outside
dimensions  to center line of common wall,  hereinafter  called the  "Additional
Leased Premises" in the Building  hereinabove referred to in accordance with the
terms and conditions hereinafter provided; and

                  WHEREAS,  the Landlord  and Tenant by this First  Amendment to
Lease wish to modify, supplement and amend the terms and conditions of the Lease
to provide for additional rent and other Lease  obligations as the same shall be
required and attributable to the Additional Leased Premises,

                  NOW,  THEREFORE,  in  consideration  of the sum of One ($1.00)
Dollar and other good and valuable  consideration,  the parties hereto  covenant
and agree as follows:

                  1.  Effective  as of  the  Additional  Commencement  Date,  as
hereinafter defined, the Leased Premises shall consist of the 10,000 square feet
of Original Leased  Premises,  together with the 4,000 square feet of Additional
Leased  Premises,  which total leased space shall  comprise the entire  Building
containing 14,000,  hereinafter called the Revised Leased Premises,  and Article
1.1 of the Lease is hereby modified accordingly.

                  2. The Lease term under the Lease as to the Additional  Leased
Premises shall commence on January 1, 1997,  hereinafter  called the "Additional
Commencement  Date",  and shall  expire as to the  Revised  Leased  Premises  on
December 31, 1997.

                  3.       Commencing  on  the  Additional  Commencement  Date,
Article  3.1(c)  of the  Lease  is modified and amended as follows:

                           "(c)  During  the third  year of the three (3) year 
lease  term,  Tenant  shall pay Base Rent in the amount of Seventy Six Thousand
and 00/100  ($76,000.00)  Dollars per annum, in equal  installments of Six
Thousand  Three Hundred  Thirty Three and 33/100 ($6,333.33) Dollars per month."

                  4. It is  expressly  understood  and  agreed  that the  Tenant
currently  occupies the Additional  Leased  Premises under a Sublease  Agreement
with American Aluminum Company, a New Jersey corporation,  and that Tenant shall
continue to occupy the Additional  Leased  Premises and  improvements  as of the
Additional Commencement Date in an "as is" condition.

                  5. Effective as of the Additional  Commencement  Date Tenant's
Percentage  for all  Lease  purposes  shall be  revised  from  71.4% to 100% and
Article 1.2 of the Lease is hereby revised accordingly.
<PAGE>
                  6.       Subarticles  46(1) and (2) of the Lease are hereby
modified,  supplemented  and amended as follows:

                           "(1) There shall be paid  annually  minimum Base Rent
in the amount which is the greater of:

                                    (a)     Eighty Seven Thousand Nine Hundred 
Seventy  Nine  and  50/100 ($87,979.00) Dollars per annum; or

                                     b)     The minimum Base Rent of Seventy Six
Thousand  and 00/100  ($76,000.00)  Dollars  per annum as  provided in Article 3
herein,  hereinafter  referred to as the "Original  Base Rent",  and adjusted as
hereinafter provided.  Original Base Rent shall be increased, if applicable,  in
the event of an increase in the Cost of Living Index based on application of the
Cost of Living formula which is hereinafter defined as follows:
At the inception of the three (3) year renewal term, there shall be compared the
"All Items" Index figures for the New  York-Northeastern  New Jersey  average of
the "Consumers  Price Index for All Urban  Consumers"  (revised  CPI-U) (1982-84
equal to 100) published by the Bureau of Labor Statistics of the U.S. Department
of Labor (in this  paragraph  hereinafter  referred to as the  "Index")  for the
first month of the original term of this lease with the first month of the three
(3) year renewal  term.  If there is an increase n the Index for the first month
of the three (3) year renewal period  compared to the  applicable  Index for the
first month of the original  term of this lease,  said increase in Index figures
shall be used to determine the applicable  percentage of increase which shall be
the  basis  for  determining  rent  increase  over  the  Original  Base  Rent in
accordance  with  the  formula  hereinbefore  set  forth,  and as  shown  in the
following example:

                  EXAMPLE:  If the Index figure for the first month of the basic
lease is 100 (the  denominator)  and the Index figure for the first month of the
applicable  renewal term is 120, the increase in the Index  figures will produce
an increase of 20%.
                                                     (120-100)
                                                        100

Applying the formula, 20% of $76,000.00 is equal to $15,200.00.  Adding said sum
of $15,200.00 to the Original Base Rent of $76,000.00 produces an annual renewal
rent of $91,200.00 payable in equal monthly installments of $7,600.00.

Since  the rent  payment  for at least  the  first  month of the  three (3) year
renewal term will have been paid prior to the  determination  of any  applicable
rent increase in excess of the Original Base Rent payable for the three (3) year
renewal term, any increase for months already elapsed after  commencement of the
three (3) year renewal term shall then be added to the next monthly rent payment
then becoming due and payable.

                  (2) Anything herein contained to the contrary notwithstanding,
it is expressly  understood  and agreed that the minimum rent during the renewal
period shall not be less than Eighty Seven  Thousand  Nine Hundred  Seventy Nine
and 50/100 ($87,979.00) Dollars per annum."

                  7. Except as in the First  Amendment  to Lease  provided,  all
other terms and  conditions  of the Lease shall  remain in full force and effect
and shall be applicable to the  Additional  Leased  Premises upon the Additional
Commencement Date.

                  8.       This  Agreement  shall be binding on the parties 
hereto,  their heirs,  successors and assigns.

                  IN WITNESS WHEREOF,  the parties have hereunto set their hands
and seals or cause these presents to be signed by its proper corporate  officers
and caused its proper  corporate seal to be hereunto  affixed,  the day and year
first above written.

WITNESS:

____________________________                /s/ Maurice M. Weill
                                            MAURICE M. WEILL, TRUSTEE UNDER
                                            TRUST INDENTURE DATED AUGUST 30,
                                                        1968

ATTEST:                                     GLENGATE APPAREL,INC.

____________________________                By: /s/ Norman Britman
                                                Norman Britman, Treasurer