THESE  SECURITIES HAVE NOT BEEN REGISTERED  UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, OR ANY STATE SECURITIES LAWS AND MAY NOT BE TRANSFERRED EXCEPT PURSUANT
TO EFFECTIVE  REGISTRATION  UNDER SAID ACT OR SUCH STATE SECURITIES LAWS OR IN A
TRANSACTION WHICH, IN THE OPINION OF COUNSEL REASONABLY SATISFACTORY TO GLENGATE
APPAREL,  INC.,  QUALIFIES AS AN EXEMPT TRANSACTION UNDER SAID ACT AND THE RULES
AND REGULATIONS PROMULGATED THEREUNDER OR SUCH STATE SECURITIES LAWS.


                           STOCK SUBSCRIPTION WARRANT

                  To Purchase 85,000 Shares of Common Stock of

                GlenGate Apparel, Inc., a New Jersey Corporation
                                 (the "Company")

                    DATE OF INITIAL ISSUANCE: August 23, 1996


         THIS CERTIFIES  THAT, for value received,  The Koffman Group,  Inc., as
principal and agent, or registered assigns  (hereinafter called the "Holder") is
entitled to purchase  from the  Company  during the Term of this  Warrant at the
times provided for herein, the number of shares of Common Stock, par value $.001
per share,  of the Company (the  "Common  Stock") as  specified  herein,  at the
Warrant Price (as hereinafter defined),  payable in the manner specified herein.
The exercise of this Warrant shall be subject to the provisions, limitations and
restrictions herein contained.

1.       Definitions.

         For all purposes of this Warrant, the following terms shall have the
         meanings indicated

         1.1 Common  Stock - shall mean and  include  the  Company's  authorized
Common Stock, par value $.001 per share, as constituted at the date hereof,  and
shall also  include  any  capital  stock of any class of the  Company  hereafter
authorized  which has the right to participate in the  distribution  of earnings
and assets of the Company without limit to amount or percentage.

         1.2      Securities Act - the Securities Act of 1933, as amended, and
the rules and regulations promulgated thereunder.

         1.3 Term of this  Warrant - shall mean the period  beginning  on August
23, 1996 and ending at 5:00 P.M., New Jersey time, on September 30, 1997.

         1.4      Warrant Price - is defined in Section 2.1 hereof.

         1.5  Warrant  Rights - the rights of the Holder to  purchase  shares of
Common  Stock upon  exercise of this  Warrant,  which rights shall not relate to
shares of Common Stock already purchased pursuant to this Warrant.

         1.6 Warrant Shares - shares of Common Stock purchased or purchasable by
the Holder of this Warrant upon the exercise hereof.

2.       Exercise of Warrant.

         2.1 Right to  Exercise.  At any time and from time to time  during  the
Term of this Warrant,  the Holder may exercise this Warrant, in whole or in part
to  purchase  the  number of shares of Common  Stock set forth on the cover page
hereof,  subject to adjustment as provided in Section 5. The Warrant Price shall
be $1.00 per share  subject to  adjustment as provided in Section 5 and shall be
paid in cash.

         2.2  Procedure  for Exercise of Warrant.  To exercise  this Warrant the
Holder  shall  deliver to the  Company at its  office  referred  to in Section 9
hereof at any time and from time to time during the Term of this  Warrant:  this
Warrant,  together with the Notice of Exercise in the form  attached  hereto and
the  payment  of the  aggregate  Warrant  Price  with  respect  to the  Warrants
exercised.  In the event of any  exercise of these  rights  represented  by this
Warrant,  a  certificate  or  certificates  for the  shares of  Common  Stock so
purchased,  registered  in the name of the Holder or such other name or names as
may be designated by the Holder,  shall be delivered to the Holder hereof within
a reasonable time, not exceeding fifteen (15) days, after the rights represented
by this  Warrant  shall  have been so  exercised.  The  person in whose name any
certificate  for shares of Common Stock is issued upon  exercise of this Warrant
shall for all  purposes  be deemed to have  become  the holder of record of such
shares on the date on which the Notice of Exercise was  delivered and payment of
the Warrant Price and any applicable taxes was made, irrespective of the date of
delivery of such  certificate,  except  that,  if the date of such  delivery and
payment is a date when the stock transfer books of the Company are closed,  such
person  shall be deemed to have become the holder of such shares at the close of
business on the next succeeding date on which the stock transfer books are open.
In the event this Warrant is exercised in part, a new Warrant for the balance of
shares of Common Stock purchasable shall be issued to the Holder.

         2.3 Transfer  Restriction  Legend.  Each certificate for Warrant Shares
shall bear the following  legend (and any additional  legend required by (i) any
applicable  state  securities  laws and (ii) any securities  exchange upon which
such Warrant  Shares may, at the time of such  exercise,  be listed) on the face
thereof  unless at the time of exercise such Warrant  Shares shall be registered
under the Securities Act:

"THESE  SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, OR ANY STATE SECURITIES LAWS AND MAY NOT BE TRANSFERRED EXCEPT PURSUANT
TO EFFECTIVE  REGISTRATION  UNDER SAID ACT OR SUCH STATE SECURITIES LAWS OR IN A
TRANSACTION WHICH, IN THE OPINION OF COUNSEL REASONABLY SATISFACTORY TO GLENGATE
APPAREL,  INC.,  QUALIFIES AS AN EXEMPT TRANSACTION UNDER SAID ACT AND THE RULES
AND REGULATIONS PROMULGATED THEREUNDER OR SUCH STATE SECURITIES LAWS."

Any  certificate  issued  at any  time  in  exchange  or  substitution  for  any
certificate bearing such legend (except a new certificate issued upon completion
of a  public  distribution  under a  registration  statement  of the  securities
represented  thereby)  shall also bear such  legend  unless,  in the  opinion of
counsel for the holder thereof  (which counsel shall be reasonably  satisfactory
to counsel for the Company) the securities  represented thereby are not, at such
time, required by law to bear such legend.

3.  Covenants  as to Common  Stock.  The Company  covenants  and agrees that all
shares of  Common  Stock  that may be issued  upon the  exercise  of the  rights
represented  by this Warrant  will,  upon issuance and receipt by the Company of
the Warrant Price, be validly  issued,  fully paid and  nonassessable,  and free
from all taxes, liens and charges with respect to the issue thereof. The Company
further  covenants  and agrees that it will pay when due and payable any and all
federal  and state  taxes  which may be  payable in respect of the issue of this
Warrant, or any Common Stock or certificates therefor issuable upon the exercise
of this Warrant.  The Company further covenants and agrees that the Company will
at all times have  authorized  and  reserved,  free from  preemptive  rights,  a
sufficient  number of shares of Common  Stock to provide for the exercise of the
rights  represented by this Warrant.  The Company  further  covenants and agrees
that if any  shares of  capital  stock to be  reserved  for the  purpose  of the
issuance of shares upon the exercise of this Warrant require  registration  with
or approval of any governmental  authority under any federal or state law before
such shares may be validly issued or delivered  upon exercise,  then the Company
will in good faith and as  expeditiously  as  possible  endeavor  to secure such
registration or approval, as the case may be. If and so long as the Common Stock
issuable upon the exercise of this Warrant is listed on any national  securities
exchange, the Company will, if permitted by the rules of such exchange, list and
keep listed on such exchange,  upon official  notice of issuance,  all shares of
such Common Stock issuable upon exercise of this Warrant.

4.       Ownership.

         4.1 Register;  Transfer or Exchange of Warrants. The Company shall keep
at its office  maintained  in  Mountainside,  New Jersey a register in which the
Company shall provide for the  registration of Warrants and for the registration
of transfer of Warrants. The Holder of any Warrant may, at its option and either
in person or by duly authorized attorney, surrender the same for registration of
transfer or exchange at such office and,  without  expense to such Holder (other
than  transfer  taxes,  if any),  receive in exchange  therefor a new Warrant or
Warrants,  dated as of the date to which transfer is  effectuated,  for the same
aggregate  amount  of shares as the  Warrant  or  Warrants  so  surrendered  for
transfer  or  exchange  and  each  registered  in such  name or  names as may be
designated  by such Holder.  Every Warrant so made and delivered in exchange for
any  Warrant  shall in all other  respects be in the same form and have the same
terms as the Warrant so surrendered for transfer or exchange.

         4.2  Ownership  of This  Warrant.  The  Company  may deem and treat the
person in whose name this Warrant is  registered  as the holder and owner hereof
(notwithstanding  any  notations of  ownership or writing  hereon made by anyone
other than the Company) for all purposes and shall not be affected by any notice
to the contrary until  presentation of this Warrant for registration or transfer
as provided in this Section 4.

         4.3 Transfer  and  Replacement.  This Warrant and all rights  hereunder
are, subject to applicable  federal and state  securities laws,  transferable in
whole or in part upon the books of the Company by the Holder hereof in person or
by duly authorized attorney, and a new Warrant or Warrants, of the same tenor as
this Warrant but registered in the name of the  transferee or transferees  shall
be made and  delivered  by the  Company  upon  surrender  of this  Warrant  duly
endorsed.  No Warrant may be sold,  transferred or otherwise  disposed of by the
Holder in the absence of  registration  of the Warrant under the  Securities Act
and state  securities  laws,  or an  exemption  therefrom.  Upon  receipt by the
Company  of  evidence  reasonably  satisfactory  to it of  the  loss,  theft  or
destruction, and, in such case, of indemnity or security reasonably satisfactory
to it, and upon  surrender of this Warrant if  mutilated,  the Company will make
and deliver a new Warrant of like tenor, in lieu of this Warrant;  provided that
if the Holder hereof is an  instrumentality of a state or local government or an
institutional  holder or a nominee for such an  instrumentality or institutional
holder, an irrevocable agreement of indemnity by such Holder shall be sufficient
for all  purposes  of this  Section  4,  and no  evidence  of loss or  theft  or
destruction  shall be necessary.  This Warrant shall be promptly canceled by the
Company  upon  the  surrender   hereof  in  connection   with  any  transfer  or
replacement.  Except as otherwise provided above, in the case of the loss, theft
or destruction of a Warrant, the Company shall pay all expenses, taxes and other
charges  payable in connection with any transfer or replacement of this Warrant,
other than stock transfer  taxes (if any) payable in connection  with a transfer
of this Warrant, which shall be payable by the Holder.

5.  Adjustment  of Warrant  Price and Number of Shares.  The number of shares of
Common Stock  purchasable  upon the exercise of this Warrant shall be 85,000 and
the Warrant  Price shall be $1.00 per share,  subject to  adjustment  upwards or
downwards from time to time upon the happening of certain events, as follows:

         5.1 Adjustments.  The number of shares of Common Stock purchasable upon
the  exercise  of this  Warrant  and the  Warrant  Price  shall  be  subject  to
adjustment as follows:

                  (a) In case the Company shall (i) pay a dividend on the Common
Stock in additional shares of equity  securities of the Company,  (ii) subdivide
or reclassify its outstanding Common Stock, (iii) combine its outstanding Common
Stock into a smaller number of shares of Common Stock,  (iv) issue securities of
the Company  which are  convertible  into shares of Common  Stock at a per share
price of less than the lesser of the then  current (I) Current  Market  Price or
(II) Warrant  Price,  or (v)  distribute to all holders of Common Stock at a per
share price of less than the lesser of the then current (I) Current Market Price
or (II) Warrant  Price,  the number of shares of Common Stock  purchasable  upon
exercise of this Warrant immediately prior thereto shall be adjusted so that the
Holder shall be entitled to receive, upon exercise of this Warrant, the kind and
number of shares of Common  Stock or other  securities  of the Company  which it
would have owned or would have been  entitled to receive  after the happening of
any of the  events  described  above had this  Warrant  in fact  been  exercised
immediately  prior to the  happening  of such  event  (or any  record  date with
respect  thereto).  Any  adjustment  made  pursuant to this  paragraph (a) shall
become  effective  immediately  after the effective  date of such event and such
adjustment shall be retroactive to the record date, if any, for such event.

                  (b) No  adjustment  in the  number of  shares of Common  Stock
purchasable hereunder or the Warrant Price thereof shall be required unless such
adjustment  would require an increase or decrease of at least one percent in the
number of shares of Common  Stock  then  purchasable  upon the  exercise  of the
Warrant;  provided,  however,  that  any  adjustments  which by  reason  of this
paragraph (b) are not required to be made  immediately  shall be carried forward
and  taken  into  account  in any  subsequent  adjustment.  In  calculating  any
adjustment  hereunder,  the  Warrant  Price shall be  calculated  to the nearest
$.0001.

                  (c) Whenever the number of shares of Common Stock  purchasable
upon the  exercise of this Warrant is adjusted as herein  provided,  the Warrant
Price  payable  upon  exercise  of  this  Warrant  shall  also  be  adjusted  by
multiplying  such  Warrant  Price  immediately  prior  to such  adjustment  by a
fraction,  of which the numerator  shall be the number of shares of Common Stock
purchasable  upon  the  exercise  of  this  Warrant  immediately  prior  to such
adjustment, and of which the denominator shall be the number of shares of Common
Stock so purchasable  immediately after such adjustment,  such that at all times
the aggregate Warrant Price shall equal $85,000.

                  (d) Except as provided in Section 5.1 (a), no adjustment  with
respect to any ordinary  dividends  (made out of current  earnings) on shares of
Common  Stock shall be made during the term of this Warrant or upon the exercise
of this Warrant.

                  (e) Whenever the number of shares of Common Stock  purchasable
upon the  exercise of this  Warrant or the  Warrant  Price is adjusted as herein
provided, the Company shall cause to be promptly mailed to the Holder, notice of
such  adjustment or  adjustments  and a certificate  setting forth the number of
shares of Common  Stock  purchasable  upon the  exercise of this Warrant and the
Warrant Price after such  adjustment,  a brief  statement of the facts requiring
such adjustment and the computation by which such adjustment was made.

         5.2   Adjustment   for   Consolidation,   Merger,   Sale   of   Assets,
Reorganization  and the Like. In case the Company (a) shall  consolidate with or
merge  into any  other  person  and  shall not be the  continuing  or  surviving
corporation of such  consolidation or merger,  (b) shall permit any other person
to consolidate  with or merge into it and the Company shall be the continuing or
surviving  person but, in  connection  with such  consolidation  or merger,  the
Common Stock shall be changed into or exchanged for stock or other securities of
any other  person or cash or any other  property,  or (c) shall  transfer all or
substantially  all of its properties or assets to any other person,  then proper
provision  shall be made so that, upon the basis and the terms and in the manner
provided in this  Warrant,  the  Holder,  upon the  exercise of this  Warrant in
accordance  herewith,  shall be entitled to receive (at the  aggregate  exercise
price in effect at the time of the  consummation of such  transaction for all of
the shares of Common  Stock),  in lieu of the shares of Common  Stock that would
have been  issuable to the Holder upon the exercise of this  Warrant,  the stock
and other  securities,  cash or  property  to which the  Holder  would have been
entitled upon  consummation of such  transaction if the Holder had exercised the
rights represented by this Warrant immediately prior thereto and participated in
such  transaction  as a holder  of  Common  Stock of the  Company,  in each case
subject to adjustments  (subsequent to such transaction) as nearly equivalent as
possible to the adjustments provided for in this Section 5.

         5.3 Definition of Current Market Price. For purposes of this Section 5,
the term "Current Market Price" shall mean, on any date specified herein, (a) if
the Common  Stock is listed or  admitted to trading on any  national  securities
exchange, the highest price obtained by taking the arithmetic mean over a period
of thirty  consecutive  trading days ending the second trading day prior to such
date of the average, on each such trading day, of the high and low sale price of
shares of Common Stock or if no such sale takes place on such date,  the average
of the highest closing bid and lowest closing asked prices thereof on such date,
in each case as  officially  reported on all  national  securities  exchanges on
which the Common  Stock is then  listed or  admitted  to  trading,  or (b) if no
shares of Common  Stock are then listed or  admitted to trading on any  national
securities  exchange,  the  highest  closing  price  thereof on such date in the
over-the-counter  market as shown by the NASDAQ National Market System or, if no
such shares of Common Stock are then quoted in such system,  as published by the
National Quotation Bureau,  Incorporated or any similar successor  organization,
and in either case as reported by any member firm of the New York Stock Exchange
selected  by the  Company.  If no  shares of  Common  Stock  are then  listed or
admitted to trading on any  national  securities  exchange and if no closing bid
and asked prices thereof are then so quoted or published in the over-the-counter
market,  "Current  Market  Price"  shall mean the fair value per share of Common
Stock, as of a date which is 15 days preceding the date as of the  determination
is to be made,  in each  case,  as  determined  in good  faith  by the  Board of
Directors of the Company.

6. Notice of Extraordinary  Dividends.  If the Board of Directors of the Company
shall declare any dividend or other  distribution on its Common Stock except out
of earned surplus or by way of a stock dividend  payable in shares of its Common
Stock, the Company shall mail notice thereof to the Holder not less than fifteen
(15) days prior to the record date fixed for determining  shareholders  entitled
to  participate  in such dividend or other  distribution,  and the Holder hereof
shall not participate in such dividend or other distribution unless this Warrant
is exercised,  in whole or in part, pursuant to Section 2.1 of this Warrant, and
is exercised  prior to such record date.  The provisions of this Section 6 shall
not apply to  distributions  made in  connection  with  transactions  covered by
Section 5.

7. Fractional Shares. Fractional shares shall not be issued upon the exercise of
this Warrant but in any case where the Holder would,  except for the  provisions
of this  Section 7, be entitled  under the terms  hereof to receive a fractional
share upon the exercise of this Warrant, the Company shall, upon the exercise of
this  Warrant,  pay a sum in cash  equal  to the  excess  of the  value  of such
fractional share  (determined in such reasonable  manner as may be prescribed in
good faith by the Board of Directors of the Company).

8. Notices.  Any notice or other  document  required or permitted to be given or
delivered  to the Holder or the  Company  shall be  effected  on the seventh day
following  delivery to the United States Post office,  proper  postage  prepaid,
sent by certified or registered  mail return  receipt  requested,  or on the day
delivered by hand and receipted, or on the second business day after delivery to
a recognized  overnight courier service,  addressed to the Holder at the address
thereof  specified in the  Capitalization  Agreement or to such other address as
shall have been furnished to the Company in writing by the Holder or the Company
at the address  thereof  specified  in the  Capitalization  Agreement or to such
other  address  as shall  have been  furnished  in  writing to the Holder by the
Company.

9. No Rights as  Stockholder;  Limitation of  Liability.  This Warrant shall not
entitle  the Holder to any of the rights of a  shareholder  of the  Company.  No
provision hereof, in the absence of affirmative action by the Holder to purchase
shares  of  Common  Stock,  and no mere  enumeration  herein  of the  rights  or
privileges of the Holder, shall give rise to any liability of the Holder for the
Warrant  Price  hereunder  or as a  shareholder  of the  Company,  whether  such
liability is asserted by the Company or by creditors of the Company.

10.      Law Governing.  This Warrant shall be governed by, and construed and
enforced in accordance with, the laws of the State of New Jersey.

11. Miscellaneous. This Warrant and any provision hereof may be changed, waived,
discharged  or terminated  only by an instrument in writing  signed by the party
(or any predecessor in interest  thereof) against which  enforcement of the same
is sought.  The headings in this Warrant are for purposes of reference  only and
shall not affect the meaning or construction of any of the provisions hereof.

                  IN WITNESS WHEREOF,  the Company has caused this Warrant to be
signed  by its  Chief  Operating  officer  and  Secretary,  and has  caused  its
corporate seal to be affixed hereunto.

                                                          GLENGATE APPAREL, INC.


                                                   By: /s/ Richard J. Martinelli
                                                   -----------------------------
                                                           Richard J. Martinelli
                                                         Chief Operating Officer

                                                          By: /s/ Norman Britman
                                                          ----------------------
                                                                  Norman Britman
                                                                       Secretary


<PAGE>


                         [FORM OF ELECTION TO EXERCISE]

                   To be executed by the registered holder if
                   such holder desires to exercise the Warrant


To:      GlenGate Apparel, Inc.
         207 Sheffield Street
         Mountainside, New Jersey 07092

         The undersigned  hereby  irrevocably  elects to exercise the Warrant to
purchase  shares of Common Stock  issuable upon the exercise of such Warrant and
requests that Certificate for such shares be issued in the name of:

-----------------------------------------------------------------
                           (Please print name and address)
-----------------------------------------------------------------
         (Please insert social security or other identifying number)

-----------------------------------------------------------------
                  (Please insert number of shares exercised)
-----------------------------------------------------------------
         (Please specify whether payment is in cash or Debentures)

If such  number of shares of Common  Stock shall not be all the shares of Common
Stock  evidenced  by the  accompanying  Warrant,  a new  Warrant for the balance
remaining of such shares of Common Stock shall be  registered in the name of and
delivered to:


-----------------------------------------------------------------
                           (Please print name and address)

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(Please insert social security or other identifying number)

Dated:____________, 19__

                                    [HOLDER]



                                                     By:_______________________