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                                                                   EXHIBIT 10.21


                                     SECOND
                          AMENDMENT TO LEASE AGREEMENT


         This Amendment, effective July 1, 1999, entered into by and between
ELLSWORTH REALTY, L.L.C., a Georgia limited liability company (herein referred
to as the "Landlord") and K&G MEN'S CENTER, INC., a Georgia corporation (herein
refereed to as the "Tenant").

         In consideration of ten and no/100 Dollars ($10.00) paid by each party
hereto to the other and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, Landlord and Tenant agree that the
Lease Agreement between Landlord and Tenant dated November 20, 1995, as amended
by the original parties thereto by Amendment dated November 29, 1995 (herein
referred to collectively as the "Lease") for 1225 Chattahoochee Avenue, Atlanta,
Georgia 30318/1750 Ellsworth Industrial Boulevard, Atlanta, Georgia 30318
("Premises") is to be further amended by providing that the portion of the
building outlined in red on EXHIBIT "A" attached hereto and made a part hereof
containing approximately 20,000 square feet of gross leaseable area (herein
referred to as the "Additional Space") shall, as of July 1, 1999, be a part of
the Premises and, for such purpose, Landlord hereby leases to Tenant and Tenant
hereby takes from Landlord the Additional Space "as-is", on the following terms
and conditions:

         1.       Term. Subject to the terms and conditions hereinafter set
                  forth, the Additional Space shall be included as part of the
                  Premises and subject to the terms of the Lease beginning on
                  July 1, 1999. Tenant shall have the right of possession of the
                  Additional Space as of the date hereof. From and after July 1,
                  Tenant shall have the same rights and options with respect to
                  the Additional Space as it has with respect to the Premises.

         2.       Rent. Beginning on July 1, 1999, Tenant agrees to pay to
                  Landlord, as annual rent for the Additional Space during the
                  Lease Term, without notice, demand, deduction or offset, the
                  sum of Sixty Thousand Eight Hundred and No/100 Dollars
                  ($60,800.00). Landlord agrees that Tenant shall pay the annual
                  rent in advance, in equal monthly installments of Five
                  Thousand Sixty-Six and 67/100 Dollars (5,066.67) on the first
                  (1st) day of each month during the Lease Term, commencing July
                  1, 1999. The annual rent for the Additional Space shall be
                  adjusted at the same time the annual rent is adjusted for the
                  Premises on a stand alone basis pursuant to Paragraph 3 (c) of
                  the Lease.

         3.       General. All other terms of the Lease shall apply to the
                  Additional Space.

         This Lease, as amended, hereby, is hereby ratified and confirmed in all
other respects.

         IN WITNESS WHEREOF, Landlord and Tenant have hereunto set their hands
and seals, effective July 1, 1999.

         TENANT:                            LANDLORD:

         K&G MEN'S CENTER, INC.             ELLSWORTH REALTY, L.L.C.
         A Georgia corporation              a Georgia limited liability company

         By:      /s/ BRADLEY M. BELL       By:      /s/ JOHN C. DANCU
            -----------------------------      --------------------------------
         Title:   Vice President Finance    Its:     Member
               --------------------------       -------------------------------

                                                     [CORPORATE SEAL]


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                                                                       EXHIBIT A


                                    [DIAGRAM]