August 31, 1995 Mr. Nicholas P. DiPaolo Salant Corporation 1114 Avenue of the Americas New York, New York 10028 Dear Nick: Reference is hereby made to the Employment Agreement (the "Employment Agreement"), dated as of September 20, 1993, between...

                                                  




August 31, 1995

Xx. Xxxxxxxx X. XxXxxxx
Xxxxxx Corporation
1114 Avenue of the Americas 
Xxx Xxxx, Xxx Xxxx  00000

Dear Nick:

Reference is hereby made to the Employment Agreement (the
"Employment Agreement"), dated as of September 20, 1993, between
yourself as the Employee and Xxxxxx Corporation ("Xxxxxx"), as
modified by the Agreement (the "September Agreement"), dated as
of September 22, 1993, between yourself as the Employee and
Xxxxxx. 

We have mutually agreed to amend the Employment Agreement,
effective January 1, 1996, as follows:

     1.  Section 2 of the Employment Agreement is hereby deleted
in its entirety and substituted with the following therefore:

     "Section 2.    Term of Employment.    For purposes of this
Agreement, the term "Employment Period"  shall mean the period
commencing January 1, 1996 and ending December 31, 1996.    The
Corporation agrees that if it intends to renew or extend the term
of the Employment Period beyond December 31, 1996, it will so
notify the Employee in writing on or before July 1, 1996."

     2.  Paragraph (a) of Section 3 is hereby deleted in its
entirety and substituted with the following therefore:
     
     "(a)    Salary.    As annual salary for the services to be
rendered by the Employee a salary at the rate of $625,000 per
annum from  January 1, 1996 through December 31, 1996, payable in
bi-weekly installments during the Employment Period."

     Except as specifically set forth herein, the Employment
Agreement remains in full force and effect and is hereby
ratified, confirmed and approved.  The Employment Agreement, as
modified by the September Agreement and this letter, is the only
agreement that governs the 


terms of your employment.   All other letters, agreements and
memorandum are hereby null and void.

     If the foregoing correctly sets forth our mutual agreement,
please sign and return to me the three attached copies of this
letter.

                              Very truly yours,

                              XXXXXX CORPORATION


                              By:  ______________________________
                                   Xxxx Xxxx
                                    Vice President, General
Counsel and                                   Secretary


Accepted and Agreed To:


By:  _______________________________
     Xxxxxxxx X. XxXxxxx
     
Date:  _____________________________