
EXHIBIT (10)(L)(1)

                                GOVERNMENT OF THE
                           COMMONWEALTH OF PUERTO RICO
                               DEPARTMENT OF STATE

     Grant of Industrial Tax Exemption to GLAMOURETTE FASHION MILLS, INC.
(hereinafter referred to as "applicant" or "grantee"), Case No. 95-8-I-97,
pursuant to the terms of Act No. 8 of January 24, 1987, as amended.

                                     DECREE

     WHEREAS, Act No. 8 of January 24, 1987, as amended (hereinafter referred to
as "the Act"),  empowers the  Secretary of State of the  Commonwealth  of Puerto
Rico to grant tax exemption from specified taxes to eligible  industries when it
is proved to the  satisfaction  of the Secretary of State that the applicant has
established,  or will establish,  an eligible industry as defined in the Act and
that the same will be in the best interests of the Commonwealth of Puerto Rico.

     WHEREAS,  the Secretary of State of the  Commonwealth of Puerto Rico, after
having  examined the findings of fact and  conclusions of the Special  Examiner,
the report of the Acting Director of the Office of Industrial Tax Exemption, and
other documents  relative to this case, is of the opinion that the applicant has
proved that it will operate an eligible  industry  within the meaning of the Act
and that the same will be in the best  interests of the  Commonwealth  of Puerto
Rico.

     NOW, THEREFORE, BE IT DECREED BY THE SECRETARY OF STATE OF THE COMMONWEALTH
OF PUERTO RICO, that the applicant,  Glamourette  Fashion Mills, Inc., be hereby
granted  tax  exemption  in  accordance  with the  applicable  terms of the Act,
covering the  production of full  fashioned and circular knit sweaters and other
related  products,  such as,  but not  limited  to,  dresses,  skirts and pants,
provided that the operations shall be carried out  substantially as described in
the application;

     BE IT FURTHER  DECREED,  that  pursuant to Section  9(j)(5) of the Act, the
Secretary  of State of the  Commonwealth  of Puerto  Rico hereby  authorize  the
Director of the Office of Industrial  Tax  Exemption to carry on  administrative
duties of all nature,  with respect to grants of tax exemption  issued under the
provisions  of the Acts No. 6 of December 15, 1953,  57 of June 13, 1963,  26 of
June 2, 1978,  and 8 of January 24, 1987, as amended,  including with respect to
Act No. 8, supra,  the approval or denial of any  amendment of tax  exemption or
grants for  property  devoted  to  industrial  development,  but  excluding  the
authority to approve or deny tax exemptions  grants to  manufacturing or service
units and any other duty  specifically  bestowed upon her by the  aforementioned
Acts;

     BE IT FURTHER  DECREED,  that the  grantee  herein  shall be entitled to an
exemption  period of fifteen  (15) years in view of the location of the exempted
business  at the  municipality  of  Quebradillas,  Puerto  Rico,  and  that  the
effective  dates of said tax exemption shall be December 31, 1995 for income tax
purposes, and January 1, 1996 for property tax purposes.

     BE IT FURTHER DECREED,  that the effective date of this grant for municipal
license tax purposes will be July 1, 1996. Accordingly, on July 1, 1996, grantee
will pay municipal  license tax on forty percent (40%) of the volume of business
derived during its preceding  accounting year (or part thereof) and reflected in
the volume of business declaration required to be filed on April 15, 1996;

     BE IT FURTHER  DECREED,  that this grant shall be subject to the  condition
that  grantee  reaches a minimum  annual  dollar  volume of  production  of full
fashioned and circular knit  sweaters and other related  products,  such as, but
not limited to, dresses, skirts and pants of not less than $18,000,000.00 within
one (1) year after the approval of the grant;

     BE IT FURTHER  DECREED,  that this grant shall be subject to the  condition
that if grantee generates industrial development income of more than one million
dollars  ($1,000,000)  during any taxable year, it shall pay a special surtax of
 .00075 of the exempted  business' sales volume which shall never be greater than
one-half of one percent (.005) of the net industrial  development income and the
same shall form a part and be remitted to the Secretary of the Treasury together
with their annual income tax return;

     BE IT FURTHER DECREED,  that the grantee shall make all possible efforts to
buy from local manufacturers all the products, components,  equipment, machinery
and materials necessary for its operations;

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     BE IT  FURTHER  DECREED,  that this  grant of tax  exemption  shall  become
retroactively  null and void  unless the  grantee  shall file with the Office of
Industrial  Tax  Exemption,  within  ninety  (90) days after the receipt of this
grant by the grantee, a duly notarized and sworn declaration wherein the grantee
expresses its unconditional  acceptance of this grant and of all the conditions,
provisions, and findings which are an integral part hereof;

     BE IT FURTHER  DECREED,  that grantee must  surrender its grant in Case No.
92-8-IT-2(77-57-I-80) as of December 30, 1995 for income tax purposes,  December
31, 1995 for  property  tax  purposes  and June 30, 1996 for  municipal  license
taxes;

     BE IT FURTHER DECREED,  that as an essential  condition to the issuance and
continuance  of  this  decree,  the  grantee  must  comply  with  an  employment
requirement  of a minimum of one thousand one hundred and  thirty-three  (1,133)
direct employees within  twenty-four (24) months from the effective date of this
grant in its location,  by December 31, 1997;  provided,  that  commencing  with
calendar  year  1998,  compliance  with  said  employment  requirement  shall be
determined on an average annual basis, using the weekly employment level and the
calendar year for this purpose,  and the average employment level shall likewise
apply  during  the  partial  calendar  year of  operations  prior to the date of
ceasing operations under the grant; and, further provided,  that anything herein
to the contrary notwithstanding,  if a reduction of employment occurs below said
employment  requirement,  during the time  compliance  is  determined by average
annual employment or average employment as aforesaid, the Grantee shall give the
appropriate notices or file an application  requesting approval, as the case may
be,  within a reasonable  time after the end of the calendar  year in which such
reduction occurred;

     BE IT  FURTHER  DECREED,  that the  grantee  must  always  comply  with the
employment  requirement of the preceding  clause,  except in cases of unforeseen
circumstances,  which may cause a reduction of employment  beyond the control of
the grantee, at which occurrence or at the earliest date when such occurrence is
contemplated, the grantee is subject to one of the following alternatives.

     1. If the reduction represents less than 10% of the employment requirement,
grantee has no obligation  to notify the Office of  Industrial  Tax Exemption of
said reduction.

     2.  If the  reduction  represents  10% or more  but  less  than  25% of the
employment  requirement,  grantee  shall  notify  the Office of  Industrial  Tax
Exemption,  with copy to the  Department of Labor and Human  Resources of Puerto
Rico and the Economic Development Administration, of said reduction of employees
on a sworn statement sent by certified mail with return receipt requested, or in
the  alternative,  should file said sworn statement  personally at the Office of
Industrial  Tax  Exemption  with  copy to the  Department  of  Labor  and  Human
Resources of Puerto Rico and the Economic Development Administration.

     3. If the reduction  represents 25% or more of the employment  requirement,
the grantee must file to the satisfaction and acceptance, which acceptance shall
not be  unreasonably  withheld,  with the Office of  Industrial  Tax Exemption a
sworn  application,  with copy to the Department of Labor and Human Resources of
Puerto Rico and the Economic Development Administration,  requesting approval of
the Office of Industrial Tax Exemption for said  reduction;  PROVIDED,  that the
Office of Industrial  Tax Exemption  shall make a written  determination  within
sixty (60) days of the date of receipt and acceptance of such  application as to
whether  the grantee  shall be deemed to be in  compliance  with the  employment
requirement  taking into  consideration such reasonable grounds for reduction of
employment,  as for  example,  but not limited  to,  strikes,  war,  action of a
government or the elements,  or any other reasonable cause beyond the control of
the grantee, and if the grantee is not given notice of such determination by the
Office of  Industrial  Tax  Exemption  within said sixty (60) days,  the grantee
shall without  further action or formality,  be deemed to be in compliance  with
such  employment  requirement;  PROVIDED  FURTHER,  that it may,  in lieu of the
cancellation  of the decree in those cases in which the reduction of 25% or more
of the employment requirement is not approved:

          a) reduce the rate of tax exemption proportionately in a ratio which
bears the relation between the reduced employment to the employment requirement;
and/or

          b) approve a temporary  reduction of the employment  requirement  when
the  circumstances  so merit  by  negotiating  any  other  reasonable  condition
satisfactory  both to the grantee and the Government of Puerto  Rico,  and, a
waiver of the employment requirement will be granted when in the judgment of the
pertinent Government agencies such terms of the negotiation further the purposes
of industrial development under this Act;

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     BE IT FURTHER DECREED,  that the grantee shall make all possible efforts to
hire its  production  workers  from the  unemployed  labor  force  listed in the
Employment  Service  Division  of  the  Bureau  of  Employment  Security  of the
Department of Labor and Human Resources of the Commonwealth of Puerto Rico;

     BE IT  FURTHER  DECREED,  that the  provisions  of  Section 7 of Act No. 8,
supra,  be and they hereby are waived with  respect to the  products  heretofore
manufactured  by the  grantee in the  industrial  unit  covered by the grants in
Cases Nos. 77-57-I-80 and 92-8-IT-2(77-57-I-80);

     BE IT  FURTHER  DECREED,  that the  provisions  of  Section 7 of Act No. 8,
supra, be, and they hereby are, waived, and that the grantee be authorized,  and
the grantee hereby is,  authorized to utilize the land buildings,  machinery and
equipment,  inventory,  supplies,  trademarks and marketing  outlets  previously
utilized  by the  industrial  unit of the  grantee in Case Nos.  77-57-I-80  and
92-8-IT-2(77-57-I-80);

     BE IT FURTHER  DECREED,  that pursuant to Section 2(g) of Act No. 8, supra,
the Secretary of State of the Commonwealth of Puerto Rico authorizes the grantee
to enter into subcontracting agreement under which subcontractors in Puerto Rico
or in  qualified  countries  in the  Caribbean  Basin,  as  defined  in  Section
936(d)(4)(B)  of the Internal  Revenue Code of 1986,  as amended,  may undertake
assembly,   stitching,  and  finishing  operations  relating  to  the  grantee's
products; provided, however, that such subcontracting agreement shall not affect
or reduce the grantee's employment obligations under this grant.

     BE IT FURTHER DECREED,  that any industrial  development income accumulated
prior to July 30,  1992  shall be taxed  upon  distribution  or in the  event of
liquidation in accordance without the provisions of Act No. 57 of June 13, 1963,
as  amended,  and in  accordance  with the  terms  and  conditions  of a Closing
Agreement with the Secretary of the Treasury dated June 30, 1993;

     BE IT FURTHER  DECREED,  that any industrial  development  accumulated from
July 30, 1992 to December 30, 1995,  shall be taxed upon  distribution or in the
event of  liquidation  in accordance  with the provisions of Section 3(m) of Act
No. 8, supra, and the provisions of the Order in Case No. 92-8-IT-2(77-57-I-80);

     BE IT  FURTHER  DECREED,  that  from the  effective  date of this  grant on
December  31,  1995 and until  December  31,  1997,  the  grantee  shall enjoy a
reduction  equal to 1% in the  basic  tollgate  tax  rate  with  respect  to the
industrial development income earned in any year for every additional fifty (50)
direct workers  employed during said year in excess of the annual average of 784
persons required by the terms of this grant, according to the following chart:

        Average Annual            Tollgate Without         Tollgate With
          Employment               25% Investment          25% Investment
     ---------------------       --------------------    -------------------
      784 to   833 persons               5%                       2%
      834 to   883 persons               4%                       1%
      884 to   933 persons               3%                       0%
      934 to   983 persons               2%
      984 to 1,033 persons               1%
    1,034 or more persons                0%

     BE IT  FURTHER  DECREED,  that  upon  distribution  of  dividends  from the
industrial development income accumulated by the grantee after December 31, 1997
and during the balance of the  exemption  period  under this grant,  the grantee
shall be exempted from the requirement that it withhold any pay to the Secretary
of the  Treasury  ten  percent  (10%)  of  said  distributions  pursuant  to the
provisions  of  Section  4(a) of Act No. 8,  supra;  PROVIDED,  that  should the
grantee  fail to  maintain  in any  year  after  December  31,  1997 an  average
employment  level of not less than one  thousand  one hundred  and  thirty-three
(1,133) direct employees,  computed as provided herein, the grantee shall not be
entitled to distribute  dividends from the industrial  development income earned
in said year at the zero tollgate tax rate provided in this clause, but the same
shall  be  subject  to  tollgate  taxes  in  increments  of 1%  for  progressive
reductions in the grantee's  employment  level below the required annual average
of not less than one thousand one hundred thirty three (1,133)  direct  workers,
and will continue to enjoy zero tollgate  treatment at certain employment levels
if it invest 25% of its industrial  development  income,  in accordance with the
following chart;

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      Average Annual               Tollgate Tax           Tollgate With
        Employment                     Rate               25% Investment
 --------------------------    --------------------     -------------------
   1,033 to 1,132 persons             1%                         0%
     933 to 1,032 persons             2%                         0%
     884 to   932 persons             3%                         0%
     834 to   883 persons             4%                         1%
     784 to   833 persons             5%                         2%

    BE IT FURTHER  DECREED,  that the continuance of this grant of tax exemption
shall be conditional  upon  compliance by the grantee with such  regulations and
requirements as the  Environmental  Quality Board of the  Commonwealth of Puerto
Rico has heretofore  promulgated and may hereafter  promulgate,  relative to the
control of water, air, ground and any other environmental  pollution,  and which
may be applicable to the manufacturing operations of the grantee;

    BE IT  FURTHER  DECREED,  that the tax  exemption  granted  herein  shall be
applicable only to the property  directly used in connection with the production
of  the  manufactured   products  hereinbefore  listed  and  to  the  industrial
development  income (as defined in the Act) derived from the  production of said
manufactured products which gives rise to the exemption provided by this decree,
and such other property specifically declared exempt by the Act;

    BE IT FURTHER  DECREED,  that said tax exemption shall include  exemption to
the extent  provided in the Act from all  commonwealth  taxes,  and from license
fees and other  municipal  taxes levied by any  ordinance  of any  municipality,
except as otherwise hereinbefore provided in this decree;

    BE IT FURTHER  DECREED,  that there shall be excluded  from the scope of the
tax exemption the operation of retail stores;  all wholesale  transactions other
than the original  sale at the factory price of the product  manufactured;  and,
the providing of any services in connection with the sales of the products;

    BE IT FURTHER  DECREED,  that the tax exemption shall not include  exemption
from:

         a.       Workman's compensation premiums as provided by law;
         b.       Fees for motor vehicle licenses or plates;
         c.       Taxes levied under Act No. 286, of April 6, 1946;
         d.       License fees or excises levied under the Excise Tax Act of

Puerto  Rico,  approved  October 8, 1987;  PROVIDED,  that the  attention of the
grantee  hereof is called to the fact that it may avail  itself,  to the  extent
applicable  and while in force or  otherwise  modified,  of  certain  exemptions
contained  in the  Excise  Act of  Puerto  Rico  such as,  among  others,  those
contained in Section 3.012 thereof;

    BE IT FURTHER  DECREED,  that as a condition to the  continuance  of the tax
exemption  hereby  granted the grantee shall be required,  in  conformance  with
Section 10 of Act No. 8 supra,  to file with the  Secretary,  regardless  of its
gross or net income, an annual income tax return, separate from any other return
it is required to file, in relation to the business operations of the trade that
is the  object of the  exemption  and in  accordance  with the Income Tax Act in
force;  the exempted  business shall also be required to keep in Puerto Rico the
accounting  records  relative  to its  operations  separately,  as  well  as the
necessary records and files, and to make and submit such sworn  statements,  and
comply with the rules and regulations in force for the proper fulfillment of the
purposes of this Act and that the Secretary  may prescribe  from time to time in
connection with the levying and collection of all kinds of taxes; every exempted
business  shall file duly completed  reports and surveys for the  preparation of
statistic  and  economic  studies that from time to time may be requested by the
administrator  in the  performance  of his duties;  Provided  further,  that the
grantee shall file duly completed reports that may be requested by the Office of
the Commissioner of Financial Institutions;

    BE  IT  FURTHER  DECREED,   that  the  Secretary  of  the  Treasury  of  the
Commonwealth  of Puerto Rico shall  determine  for each  taxable year covered by
this exemption what property and what income the grantee has used in, or derived
from the  industrial  operations  hereby  declared  tax exempt,  PROVIDED,  that
nothing obtained herein shall deprive the grantee of it right to  administrative
and judicial review of such  determinations  of the Secretary of the Treasury of
the Commonwealth of Puerto Rico available by Constitution, Law or Regulation;

    BE IT FURTHER DECREED,  that this grant of tax exemption shall be subject to
the  continuing  condition  that grantee shall be required to keep its corporate
books and accounts in Puerto Rico;

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<PAGE>
    BE  IT  FURTHER  DECREED,   that  the  Secretary  of  the  Treasury  of  the
Commonwealth  of Puerto Rico, in determining  what property has been used in and
that  income has been  derived  from the  industrial  operations  of the grantee
hereby  declared tax exempt,  may review the accounts and records of the grantee
to determine that all purchase prices, sales prices, rates of lease, overhead or
any other cost  allocations,  and all other prices,  rates, and cost allocations
are fixed on the basis of normal business operations and not for the purposes of
avoiding taxes  ordinarily  chargeable to activities not within the scope of the
industrial  operations  hereby  declared  tax  exempt  or  of  charging  to  the
operations  hereby declared tax exempt or of charging to the operations  carried
on outside of Puerto Rico; PROVIDED, that wherever the Secretary of the Treasury
of the Commonwealth of Puerto Rico finds that such rates or charges are made for
the purposes of extending the coverage of the tax exemption  beyond the scope of
the  industrial  operations  hereby  declared  tax  exempt  he shall  make  such
seasonable adjustments as necessary for the purpose of calculating the amount of
taxes payable by the grantee, if any, and he shall make such  recommendations to
the  Secretary  of State as to such  other  action  as may be  taken  under  the
provisions  of  Section  8(c)(1)  of the  Act  and  the  Rules  and  Regulations
promulgated hereunder; PROVIDED, that nothing contained herein shall deprive the
grantee of its right to administrative and judicial review of such determination
of the Secretary of the Treasury of the Commonwealth of Puerto Rico available by
constitution, Law, or Regulation;

    BE IT FURTHER  DECREED,  that the grantee shall operate the business covered
by this  grant in good faith and in  accordance  with the  principles  of normal
business  operations,  and shall not willfully  attribute to the  operations and
accounts  for the  activities  covered by this grant,  activities  carried on in
Puerto Rico or any other place which are not part of the  operations  of the tax
exempt business covered by this grant;

    BE IT FURTHER  DECREED,  that the tax exemption  hereby granted shall expire
according  to the  effective  date  fixed in the  grant in  accordance  with the
provisions of the Act, unless previously  terminated by revocation in accordance
with the applicable provisions of the Act;

    BE IT FURTHER DECREED,  that upon acceptance of this grant of tax exemption,
the grantee recognizes that it shall be required to comply with all the relevant
provisions of the Act, and all rules and regulations promulgated by the Director
of the Office of Industrial  Tax  exemption and approved by the Governor  and/or
the Secretary of State in accordance  with the provisions of Section 9(I) of the
Act, regardless of whether or not said provisions are specifically  mentioned in
this grant of tax exemption;  PROVIDED, however, that this decree shall upon its
acceptance by grantee  constitute a contract  between the Commonwealth of Puerto
Rico and the grantee;

    BE IT FURTHER  DECREED,  that upon receipt of properly  certified  copies of
this  grant of tax  exemption,  the  Director  of the Office of  Industrial  Tax
exemption shall immediately forward a copy to the grantee.

SIGNED AND ACKNOWLEDGED: R.F. NO. 96-118

/s/ Norma E. Burgos
-------------------------
Norma E. Burgos
Secretary of State

/s/ Lourdes I. De Pierluisi
--------------------------------
Lourdes I De Pierluisi
Assistant Secretary for Services

THIS 17TH DAY OF SEPTEMBER OF 1996









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