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                                                                Exhibit 10.3

                                    AGREEMENT

         This agreement (the "AGREEMENT") dated as of May 25, 2005, is entered
into by, between and among, Blair Corporation, a Delaware corporation (the
"COMPANY") and Santa Monica Partners Opportunity Fund L.P., a New York limited
partnership, Santa Monica Partners, L.P., a New York limited partnership, Santa
Monica Partners Asset Management LLC, a Delaware limited liability company, SMP
Asset Management LLC, a Delaware limited liability company, and Mr. Lawrence
Goldstein (each a member of, and who shall collectively be referred to as,
"SANTA MONICA" and together with the Company, the "PARTIES").


                                    RECITALS

         WHEREAS, it is the Company's present intention to conduct a tender
offer for the purchase of its common stock to commence within approximately 60
days provided it can reach certain agreements with Santa Monica regarding Santa
Monica's sale of Company's common stock;

         WHEREAS, the Parties have negotiated to enter in this Agreement to
provide for the orderly disposition of Santa Monica's holdings of the Company's
common stock and the orderly governance of the Company going forward;

         NOW, THEREFORE, intending to be legally bound, and for, and in
consideration of, the terms, conditions and mutual obligations set forth herein,
including the performance by each of the Parties of their respective mutual and
independent covenants, representations and obligations as set forth herein, and
understanding the meaning and legal effect of entering into this Agreement, the
Parties hereto stipulate, agree, warrant and represent as follows:

SECTION 1.  COMPANY TENDER OFFER AND STOCK DISPOSITION.

    (a)  The Company agrees that it shall conduct a tender offer for the
         purchase of its common stock having an aggregate value of $185 million
         at a per share price of $42.00 to be commenced on or before August 1,
         2005 (the "TENDER OFFER").

    (b)  The Company confirms that it has received a commitment from each member
         of the Board of Directors of the Company that he/she will not tender
         any of their holdings of the Company's common stock in the Tender
         Offer.

    (c)  Santa Monica agrees that it will, and will ensure that its affiliates
         or associates shall, tender any and all shares of the Company's common
         stock , par value $.01, that it owns, directly or indirectly,
         beneficially or otherwise (the "SANTA MONICA'S COMMON STOCK"), in the
         Tender Offer.

<PAGE>

    (d)  Santa Monica agrees that it shall not dispose of Santa Monica's Common
         Stock in a block sale(s) (for the purposes of this Agreement "block
         sale" shall mean, a public or private sale, in a single or series of
         coordinated transaction(s), of a block of 100,000 or more shares of
         Company common stock) between the date first written above and the date
         upon which Santa Monica tenders Santa Monica's Common Stock in the
         Tender Offer. Santa Monica further agrees that following the close of
         the Tender Offer, to the extent it has identified, or been presented
         with, a third party that is willing and able to acquire, in a block
         sale(s), any proportion of, or all of, Santa Monica's Common Stock, the
         Company shall have a right of first refusal with respect thereto.

    (e)  Santa Monica agrees that it shall not acquire any additional shares of
         the Company's common stock, directly or indirectly, beneficially or
         otherwise, for a period of 5 years commencing as of the date first
         written above (the "RESTRICTION PERIOD").



SECTION 2. STANDSTILL PROVISIONS. Santa Monica agrees that during the
Restriction Period neither it nor any affiliate nor associate shall:

    (a)  make any statement, proposal or offer, whether written or oral, to the
         Company's Board of Directors or to any director, officer or agent of
         the Company, or make any public announcement, proposal or offer with
         respect to an acquisition, merger (or other business combination),
         sale, transfer of the Company's assets, recapitalization, dividend,
         share repurchase, liquidation or other extraordinary corporate
         transaction with the Company or any other transaction that could result
         in a change of control of the Company; and Santa Monica commits not to
         solicit or encourage any other person to make such an announcement,
         statement, proposal or offer, or to take any action that might require
         the Company to make a public announcement regarding the possibility of
         any such transaction or similar transaction, and commits not to advise,
         assist or encourage any other person in connection with any of the
         foregoing.

    (b)  initiate, encourage, participate in or engage in any proxy solicitation
         or contest or otherwise publicly oppose the Board of Directors of the
         Company.

    (c)  initiate, encourage or propose any shareholder proposal regarding the
         Company.

    (d)  disclose to any third party, or make any filing under the Securities
         Exchange Act of 1934, as amended, (the "EXCHANGE ACT") including,
         without limitation, under Section 13(d) thereof, disclosing, any
         intention, plan or arrangement inconsistent with any term or provision
         of this Agreement.

    (e)  join, or in any way participate, in a "group" as that term is defined
         in the Exchange Act in connection with any action, plan, arrangement or
         objective prohibited by or inconsistent with any term or provision of
         this Agreement.

    (f)  seek to control the management, policies, affairs, actions, or business
         of the Company, including, without limitation, by taking any action to
         seek to obtain representation on the Company's Board of Directors.


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    (g)  have any communications with any of the Company's other shareholders,
         directors, officers, associates, employees, customers or suppliers
         regarding matters relating to the Company that could reasonably be
         expected to, or with an intention to, interfere with or otherwise
         adversely affect the operation of the Company and/or the Company's
         relationship with any of the aforementioned constituents of the
         Company.

SECTION 3. VOTING. Santa Monica agrees that it shall vote any and all shares of
Santa Monica's Common Stock in favor of the position advocated by a majority of
the Company's Board of Directors until such time as Santa Monica has completed
the disposition of Santa Monica's Common Stock in accordance with the terms and
provisions of this Agreement.

SECTION 4.  REPRESENTATIONS, WARRANTIES AND COVENANTS.

    (a)  Representations of the Company. The Company represents, warrants and
         covenants to Santa Monica that: (i) the Company has full legal right,
         power and authority to enter into and perform this Agreement; (ii) the
         execution and delivery of this Agreement by the Company and the
         consummation by it of the transactions, terms and conditions
         contemplated by this Agreement have been duly authorized by the
         Company; (iii) this Agreement constitutes a valid, binding and
         enforceable agreement of the Company; and (iv) the Company will use its
         best efforts to commence the Tender Offer within 60 days of the date
         first written above.

    (b)  Representations of Santa Monica. Each member of Santa Monica, jointly
         and severally, represents, warrants and covenants to the Company that:
         (i) it has the full legal right, power and authority to enter into and
         perform this Agreement; (ii) the execution and delivery of this
         Agreement and the consummation of the transactions, terms, conditions,
         restrictions and limitations contemplated by this Agreement have been
         duly authorized by each member of Santa Monica; (iii) this Agreement
         constitutes a valid, binding and enforceable Agreement of each member
         of Santa Monica; (iv) Santa Monica owns, directly or indirectly,
         beneficially or otherwise, all of the Santa Monica's Common Stock and
         none of Santa Monica, any member of Santa Monica or any affiliate or
         associate thereof owns any other Company common stock, directly or
         indirectly, beneficially or otherwise, or any rights or interests in
         any Company common stock; (v) no member of Santa Monica has any
         agreement, arrangement or understanding with any person including,
         without limitation, any possible shareholder proposal with respect to
         the Company, with respect to any possible solicitation of proxies for
         any matter with respect to the Company or with respect to any matter
         prohibited by Sections 1, 2 or 3 of this Agreement; (vi) it shall, and
         shall ensure that any and all affiliates, associates, directors,
         officers, partners (general or limited), members and principles of each
         member of Santa Monica, comply with and fulfill all of the obligations
         and restrictions that apply to Santa Monica pursuant to this Agreement;
         (vii) it will not request, directly or indirectly, a waiver or
         modification of any provision of this Agreement; and (viii) each member
         of Santa Monica hereby waives and releases any and all claims against
         the Company, its directors, officers and agents arising under this
         Agreement or otherwise, including,


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<PAGE>


         without limitation, any claim to terminate or suspend performance of
         this Agreement other than in accordance with Section 5.

SECTION 5. NULLIFICATION. Either of the Parties to this Agreement may terminate
this Agreement rendering it null, void and of no force or effect, if the Company
fails for any reason to commence the Tender Offer; provided that, the Company
has made a good faith effort to obtain the financing necessary to carry out the
Tender Offer and has failed to acquire such financing.

SECTION 6.  MISCELLANEOUS.

    (a)  Specific Performance. The Company and each member of Santa Monica
         acknowledge and agree that irreparable damage would occur in the event
         that any provision, term, condition, representation, warranty, covenant
         or restriction were not performed or complied with in accordance with
         their specific terms or were otherwise breached. It is accordingly
         agreed that the parties shall be entitled to an injunction or
         injunctions to prevent or cure breaches of the provisions of this
         Agreement and to enforce specifically the terms and provisions hereof,
         this being in addition to any other remedy to which they may be
         entitled by law or equity.

    (b)  Joint and Several Liability. Each member of Santa Monica shall be
         jointly and severally liable for any breach of this Agreement by any
         other member of Santa Monica; provided that, to the extent the entities
         identified on the Schedule 13D filed with the Securities and Exchange
         Commission on June 16, 2004 file an amended Schedule 13D announcing
         that each entity is no longer a part of, and no longer intends to act
         as, a "group" (as such term is used in Section 13d(3) of the Exchange
         Act), each such entity shall no longer be liable for any breach of this
         Agreement by any other entity that is a party to this Agreement.

    (c)  Non-Disclosure. The Company agrees promptly to issue a press release
         announcing, among other things, the execution of this Agreement and the
         material non-public information contained herein. Except for the
         issuance of such press release, the Company and Santa Monica agree not
         to make (and Santa Monica agrees to ensure that its affiliates,
         associates, directors, officers, partners (general or limited), members
         and principals do not make) any disclosure with respect to this
         Agreement, the performance hereof or any matter covered hereby;
         provided that, neither the Company nor Santa Monica shall be restricted
         from making such disclosure if and to the extent it shall be advised by
         independent legal counsel that such disclosure is required by law or
         administrative regulation or by the regulations of the American Stock
         Exchange; provided however, that prior to such a disclosure, the
         disclosing party shall provide notice to the other party of such
         intention to disclose and the notice shall provide a reasoned legal
         analysis as to why such disclosure is required by law, administrative
         regulation or regulation of the American Stock Exchange.

    (d)  Severability. If any term, provision, covenant or restriction of this
         Agreement is held by a court of competent jurisdiction to be invalid,
         void or unenforceable, the


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<PAGE>

         remainder of the terms, provisions, covenants and restrictions of this
         Agreement shall remain in full force and effect.

    (e)  Counterparts. This Agreement may be executed in two or more
         counterparts, each of which shall be deemed an original but all of
         which together shall constitute one and the same instrument. This
         Agreement may be executed by facsimile signatures.

    (f)  Governing Law. This Agreement shall be governed by and construed in
         accordance with the internal laws of the State of Delaware without
         regard to conflicts of laws principally that would require the
         application of any other law. Any action or proceeding seeking to
         enforce any provision of, or based on any claims for equitable relief
         arising out of this Agreement may be brought against any of the Parties
         only in the federal or state courts of Delaware and each of the Parties
         consents to the jurisdiction of such courts (and of the appropriate
         appellate courts) in any such action or proceeding and waives any
         objection to venue laid therein. Process in any action or proceeding
         referred to in the preceding sentence may be served on any party
         anywhere in the world.

    (g)  Entire Agreement. This Agreement contains the entire understanding of
         the Parties with respect to the matters covered hereby and this
         Agreement may be amended only by an agreement in writing executed by
         the Parties hereto.

    (h)  Notices. Any notice or other communication required or permitted to be
         given hereunder shall be in writing and be effective (a) when
         personally delivered on a business day during normal business hours at
         the address designated below; or (b)on the business day following the
         date of mailing by overnight courier, fully prepaid, addressed to such
         address.

            i.   Notice to the Company:

                           220 Hickory Street
                           Warren, Pennsylvania 16366-0001
                           Attention:


            ii.  Notice to Santa Monica:

                           --------------

                           --------------

                           --------------



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         IN WITNESS, WHEREOF, the Parties hereto have executed this Agreement as
of the date first written above.

BLAIR CORPORATION

By:  /s/ CRAIG N. JOHNSON
     ---------------------------------------------------------
Name: Craig N. Johnson
Title: Board Chairman

SANTA MONICA PARTNERS OPPORTUNITY FUND L.P

By:  /s/ LAWRENCE J. GOLDSTEIN
     ---------------------------------------------------------
Name: Lawrence J. Goldstein
Title:

SANTA MONICA PARTNERS, L.P.

By:  /s/ LAWRENCE J. GOLDSTEIN
     ---------------------------------------------------------
Name: Lawrence J. Goldstein
Title:

SANTA MONICA PARTNERS ASSET MANAGEMENT LLC

By:  /s/ LAWRENCE J. GOLDSTEIN
     ---------------------------------------------------------
Name: Lawrence J. Goldstein
Title:

SMP ASSET MANAGEMENT LLC

By:
     ---------------------------------------------------------
Name:
Title:

MR. LAWRENCE GOLDSTEIN

By:  /s/ LAWRENCE J. GOLDSTEIN
     ---------------------------------------------------------
Name: Lawrence J. Goldstein




