EXHIBIT 10.10.1

                               GIANT GROUP, LTD.
                             9000 Sunset Boulevard
                         Los Angeles, California 90069

                                                               December 11, 1998


Mr. Glenn Sands
2 Rio Vista Drive
Alpine, NJ 07620

Dear Mr. Sands:

     Reference is made to a letter wherein you have agreed to indemnify
Periscope Sportswear, Inc. for certain taxes, a copy of which is annexed hereto
(the "Letter").

     Reference is also hereby made to a promissory note made by you and payable
to Periscope in the principal amount of $2,606,000, a copy of which is annexed
hereto (the "Note").

     GIANT Group, Ltd. and Periscope Sportswear, Inc. hereby agree with you that
if you are required to make any indemnification payment (a "Payment") pursuant
to the Letter prior to December 31, 1999, then, and in such event, the Note
shall be deemed amended to provide that (a) the principal amount payable on
December 31, 1999 shall be reduced by the lesser of (i) the amount of such
Payment made by you or (ii) $2,002,000 (the "Deferred Amount") and (b) the
principal amount due on December 31, 2000 shall be increased by such Deferred
Amount.

     Except to the extent specifically provided for herein, the terms and
conditions of the Note shall remain in full force and effect.

                                   Sincerely,

                                   GIANT GROUP, LTD.


                                   By: David Gotterer - Vice Chairman
                                      ----------------------------------------

                                   PERISCOPE SPORTSWEAR, INC.

                                   By: Scott Pianin - V P
                                      ----------------------------------------

Agreed to and Accepted:


/s/ Glenn Sands
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Glenn Sands