EXHIBIT 10.4

                             BRAZOS SPORTSWEAR, INC.

                       ANNUAL INCENTIVE COMPENSATION PLAN

                                  PLAN SUMMARY
                                  DECEMBER 1995
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                             BRAZOS SPORTSWEAR, INC.
                       ANNUAL INCENTIVE COMPENSATION PLAN

                                TABLE OF CONTENTS

                                                                            PAGE
PURPOSE .....................................................................  1
DEFINITION ..................................................................  1
ADMINISTRATION ..............................................................  2
PARTICIPATION/ELIGIBILITY ...................................................  2
TIMING OF AWARD PAYMENTS ....................................................  3
AWARD DETERMINATION .........................................................  3
DURATION OF PLAN ............................................................  4
TERMINATION OF PLAN .........................................................  4
MISCELLANEOUS PLAN PROVISIONS ...............................................  4
EFFECTIVE DATE ..............................................................  5
1996 PLAN PARAMETERS (ATTACHMENT A) .........................................  6
BENEFICIARY DESIGNATION (ATTACHMENT B) ......................................  7
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PURPOSE

Brazos Sportswear, Inc. (the "Company") has approved an Annual Incentive
Compensation Plan (the "Plan") to reward employees for enhancing the value of
the Company. The purpose of this Plan is to motivate employees to think and act
like owners. The Plan is intended to reward the Participants in the Plan for the
Company's financial performance which exceeds a predetermined threshold level of
performance.

The Plan is an annual plan which coincides with the fiscal year of the Company.
Awards made under the Plan are in addition to base salary and base salary
adjustments to maintain market competitiveness.

The Plan is a nonqualified plan and is, therefore, not subject to ERISA and
Internal Revenue Service reporting required for certain qualified deferred
compensation plans.

The Board of Directors (the "Board") of the Company reserves the right to amend,
modify or revoke the Plan at its discretion, without prior notice to
participants, provided however, any amendments, modifications or revocation
shall not be retroactive. No contractual right to any benefit described herein
is intended to be created by this document or any related action of the Company
and none should be inferred from the descriptions of this Plan.

DEFINITIONS

     AFTER-TAX NET INCOME (LOSS)--The consolidated net income after income taxes
     of the Company for a given Plan Year, determined in accordance with
     generally accepted accounting principles.

     ANNUAL INCENTIVE POOL--Represents the excess of adjusted after-tax income
     over a predetermined threshold level of performance multiplied by the
     incentive pool percentage.

     AWARD--Total cash awarded to a Plan Participant due to the Company's
     performance and results achieved under the Plan.

     BASE PAY--Regular W-2 earnings, excluding incentive compensation, bonuses,
     benefits, pension and profit-sharing contributions.
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     COMPENSATION COMMITTEE--A committee comprised of Company employees or
     directors as appointed by the Board of Directors.

     INCENTIVE POOL PERCENTAGE--A percentage determined annually by the Board
     that is used to calculate the annual incentive pool.

     PLAN--The Company Annual Incentive Compensation Plan as set forth in this
     document and as amended by the Compensation Committee from time to time.

     PLAN PARTICIPANT--Any full-time employee of the Company if approved for
     participation by the Compensation Committee.

     PLAN YEAR--The fiscal year of the Company.

     THRESHOLD--The minimum required return determined annually by the Board
     that must be achieved by the Company before an incentive pool is created.

     UNUSUAL/NONRECURRING INCOME OR EXPENSE--Items which may be excluded from
     financial statement net income, net of the income tax effect. Such items
     may include, but are not limited to the effect of changes in accounting
     principles and gains on dispositions of assets. It is intended that these
     items represent items outside the influence of management and employees of
     the Company. The Board shall have the discretion to determine which items
     shall be defined as Unusual/Non recurring Items.

ADMINISTRATION

The Board shall establish the following for each Plan Year:

o Threshold
o Unusual/non-recurring items that may be excluded/included in financial
  statement net income.

The Compensation Committee shall establish the following for each Plan Year:

o Participants
o Group classification of Participants

The above parameters are set forth in Attachment A.
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The Compensation Committee will be responsible for Plan administration.

The following guidelines and procedures will be followed by the Compensation
Committee with respect to Plan operation.

PARTICIPATION/ELIGIBILITY

The Board shall establish the following for each Plan Year.

o Threshold

o Unusual/non-recurring items that may be excluded/included in financial
  statement net income

The Compensation Committee shall establish the following for each Plan Year:

o Participants
o Group classification of Participants

The above parameters are set forth in Attachment A.

The Compensation Committee will be responsible for Plan administration.

The following guidelines and procedures will be followed by the Compensation
Committee with respect to Plan operation.

PARTICIPATION/ELIGIBILITY

All full-time employees of the Company will be eligible to participate in the
Plan. Participants whose Employment is terminated due to death, disability, or
retirement on or after attaining age 65, shall be eligible for an Award for the
Plan Year in which such termination occurred. Participants whose Employment is
terminated for any other reason during a Plan Year shall not be entitled to an
Award for such Plan Year, unless otherwise determined by the Compensation
Committee in its discretion as exercised on a case-by-case basis taking into
account such factors that the Compensation Committee deems to be relevant. The
Compensation Committee shall determine whether a termination of Employment was
voluntary, for cause or for any other reason, in its discretion.
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TIMING OF AWARD PAYMENTS

After the annual financial results have been finalized, the Incentive Pool
generated will be determined and Awards will be allocated to Plan Participants.
Awards for the Plan Year will be paid to Plan Participants as soon as
administratively practicable after the end of the Plan year for which the Award
was made.

AWARD DETERMINATION

The annual incentive pool for each Plan Year shall be calculated by the
Compensation committee as follows:

     After-tax Financial Statement Net Income plus accrued Incentive Plan
     Bonuses +/- Adjustments for Unusual/Non recurring Items
     Threshold
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     Amount Available for Incentive Pool
     x Incentive Pool Percentages
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     Annual Incentive Pool Generated
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The Threshold shall be determined by the Board in its discretion based on return
on invested capital. The Threshold and Incentive Pool Percentage will be set
annually and communicated to Participants prior to the beginning of the Plan
Year.

If no Incentive Pool is generated, then any incentive awarded is discretionary
based on achievement of individual performance criteria and other factors as
determined by the Compensation Committee.
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If an Annual Incentive Pool is generated, the pool will be allocated to the
group classes and then allocated to Participants within each group based on
relative base pay of Plan Participants assigned to that group at the beginning
of the Plan Year or for the portion of the Plan Year for which the participant
was an employee if not an employee at the beginning of the Plan Year.

Plan Progress Reports

Plan progress reports summarizing performance to date will be posted on a
periodic basis.

DURATION OF PLAN

The Plan is an integral part of the company's compensation plan. The Board
reserves the owner and the right at any time, and from time to time, to modify,
amend or terminate (in whole or in part) any or all of the provisions of the
Plan; provided, however, that no such modification or amendment shall be
retroactive to reduce or affect any awards otherwise due and payable under the
provisions of the Plan for any Plan Year during which the Plan was in effect.

TERMINATION OF PLAN

The incentive computation for the year in which termination of the Plan occurs,
will be based on the period ending on the last business day immediately prior to
the effective date of the plan termination. All performance calculations (e.g.,
threshold, financial performance, etc.) will be adjusted to coincide with such
period.

MISCELLANEOUS PLAN PROVISIONS

o  A Participant's right and interest under the Plan may not be assigned or
   transferred except in the event of the participant's death. Upon the death
   of a Participant who was entitled to an Award at the date of his death, such
   Award (and only such Award) shall become payable, pursuant to the Plan, to
   the Participant's beneficiary. Unless otherwise noted, the Participant's
   beneficiary will be the same as the beneficiary designated under the
   Company's group life insurance program. If the Participant does not
   participate in the Company's group life insurance program, the
   Participant's beneficiary will be the beneficiary designated on the
   Beneficiary Designated Form (see Attachment B).

o  The Company shall deduct all minimum required federal tax and any required
   state tax withholding from the Awards.

o  The administrative expense of the Plan will be borne by the Company.

o  Should a participant terminate employment (either voluntarily or
   involuntarily) for causes other than death, disability, or retirement, any
   Award that the Participant forfeited as a result of such termination will not
   be reallocated to the remaining Participants for any Plan Year.

o  Neither the establishment of the Plan nor the making of awards hereunder
   shall be deemed to create a trust. The Plan shall constitute an unfunded,
   unsecured liability of the Company to make payments in accordance with the
   provisions of the Plan, and no individual shall have any security or other
   interest in any assets of the Company.
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EFFECTIVE DATE

This Plan is effective December 30, 1995 and shall continue until terminated.

                                  ATTACHMENT A

                             BRAZOS SPORTSWEAR, INC.
                       ANNUAL INCENTIVE COMPENSATION PLAN

                              1996 PLAN PARAMETERS

I.     PARTICIPANT                      GROUP CLASSIFICATIONS

         (TO BE ADDED)

II.    THRESHOLD

         750,000.00

III.   INCENTIVE POOL PERCENTAGE

         10% OF EACH DOLLAR GREATER THAN $750 THOUSAND UP TO $1 MILLION 
         20% OF EACH DOLLAR GREATER THAN $1 MILLION UP TO $1.5 MILLION 
         30% OF EACH DOLLAR GREATER THAN $1.5 MILLION UP TO $2.3 MILLION 
         40% OF EACH DOLLAR GREATER THAN $2.3 MILLION UP TO $2.5 MILLION 
         50% OF EACH DOLLAR GREATER THAN $2.5 MILLION UP TO $8.17 MILLION

IV.    UNUSUAL/NON-RECURRING ITEMS

         (TO BE ADDED)

                                  ATTACHMENT B

                             BRAZOS SPORTSWEAR, INC.
                       ANNUAL INCENTIVE COMPENSATION PLAN

                             BENEFICIARY DESIGNATION

In the event of my death, I hereby designate the following as beneficiary for
all interest I hold in the Annual Incentive Compensation Plan of the Company.

    -----      The same as indicated for my group life insurance provided by
               the Company.

                                       Or

    -----      Primary beneficiary

               Name ____________________________
               Relationship ____________________
               Address _________________________

    -----      Secondary beneficiary

               Name ____________________________
               Relationship ____________________
               Address _________________________

    Signed _______________________________________   Date ___________________
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                                   Highlights

                       ANNUAL INCENTIVE COMPENSATION PLAN

                                   Group A & B

PURPOSE OF THE PROGRAM

   --  Reward employees for enhancing the value of the Company.
   --  Motivate employees to think and act like owners.

ADMINISTRATION

   --  Board of Directors will establish each year the percentage of net income
       allocated for bonus payment.

PARTICIPATION

   --  All full time employees of all divisions of Brazos Sportswear, Inc. who
       have completed ninety (90) days of service with the Company. Payout will
       be prorated for employees with more than ninety (90) days of service but
       less than one (1) year. Employees hired in the 4th quarter are not
       eligible to participate until the following year.

PAYOUT

   --  Maximum payout potential will be between 20% to 50% of base annual
       earnings if the net income of the Company is in excess of the retained
       threshold level and is sufficient to "max-out" employees. If not,
       employees will receive a reduced percentage of the maximum.

DETERMINATION OF THRESHOLD PAYOUT

   --  Each year, Brazos' Board of Directors will determine how much net income
       will be made available for bonus payouts. For year 1996, the Board has
       determined an incremental % of every $1.00 of net income above an amount
       to be set aside to reward the investors of the Company.

DETERMINATION OF THRESHOLD PAYOUT CONTINUED

      For example, let's assume the net income for 1996 is as follows:

      1996 net income                            $2,000,000
      Amount to be retained by the Company       $  750,000
      Amount in excess of $750,000               $1,250,000
      10% of each dollar up to $1 million        $   25,000
      20% of each dollar up to $1.5 million      $  100,000
      30% of each dollar up to $2.3 million      $  150,000

      Total available for Bonus                  $  275,000

      $275,000 is then available for distribution to all full time employees of
      Brazos Sportswear, Inc.
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PAYOUT FORMULA

      To arrive at how much each employee will receive, the following steps will
      be used.

      STEP 1

      All employees will be grouped into three (3) categories based on their
      annual compensation.

            Group A - annual base salary  = $60,000 Group B - annual base
            salary  = 20,000 Group C - annual base salary  = 20,000

      For each group the maximum payout will be as follows:

            Group A - 50% Group B - 30% Group C - 20%

      At the close of the fiscal year (December 28, 1996) and fiscal audit, the
      net income will be finalized and payout computations will be made.

      STEP 2

      The maximum bonus dollars available for distribution to employees in each
      group will be determined by adding the total base earnings of the
      individuals in the group and multiplying this total figure by the percent
      of maximum bonus. Example:

                       Total
         Group        Salaries      % Max.       Bonus Max
           A        $1,112,443        50        $  556,221
           B           354,780        30           106,434
           C         8,426,496        20         1,685,300
                    ----------                  ----------
        Total        9,893,719                   2,347,995

      PAYOUT FORMULA CONTINUED

      In our example, the $275,000 net income dollars available for bonus would
      not be enough to give every employee the maximum payout of $2,347,995.
      Each employee in each group would get a percent of their maximum payout as
      follows;

      For each employee in all groups, the payout percentage they would receive
      is determined by dividing the maximum bonus amount of $2,347,995 into each
      individual's maximum bonus opportunity. Thus, an employee with a maximum
      bonus of $75,000 would get 3.4% of the bonus dollars of $275,000 or
      $9,350. We would continue to do this until all employees in all groups
      have their bonus calculated.

      The details of this program can be found in the Plan Description. Feel
      free to ask Clayton Chambers, Steve Ratterman or Dick Nordloh any
      questions you may have.

      RAN/cts