As of March 15, 2000



Robert D. Rockey, Jr.
5000 North Ocean Blvd.
Myrtle Beach, SC 29577

Dear Bob:

The  purpose of this  letter is to record in writing the changes we have made to
the  arrangement  we have with you as set forth in my letters of March 15,  1999
and October 19, 1999.

On March 15, 2000, the Delta Woodside and Duck Head boards of directors approved
a change,  which had been agreed to by you, in the  arrangement  concerning Duck
Head incentive stock award plan awards. Under the new understanding, you will be
granted  incentive  stock awards under the Duck Head incentive  stock award plan
covering  the lesser of (a) 75,000 Duck Head shares or (b) Duck Head shares with
a value on the date of grant of  $200,000.  These awards will vest to the extent
of 60% of the  shares  covered  thereby  on March 8, 2001 if you are still  then
employed by Duck Head and to the extent of up to the remaining 40% of the shares
covered  thereby if specified  performance  criteria  through  March 8, 2001 are
satisfied (and you are still employed by Duck Head on that date).  If the number
of Duck Head shares  covered by the award have a value less than $200,000 on the
date of grant, the difference  between that value and $200,000,  plus a gross-up
income  tax  amount,  will be  payable  in cash  by Duck  Head to you,  subject,
however,  to the same  vesting  criteria as apply to the award for the Duck Head
shares (i.e.  you will be entitled to 60% of the cash if you are still  employed
by Duck  Head on March 8,  2001  and you  will be  entitled  to up to 40% of the
remaining  cash if  specified  performance  criteria  through  March 8, 2001 are
satisfied  and you are still  employed  by Duck Head on that  date).  The period
covered by the specified  performance  criteria will commence with the beginning
of the 2001 fiscal year.

This new understanding substitutes for the sentence in the March 15, 1999 letter
that read: "You will be granted  incentive  shares valued at $200,000 of the new
Duck Head Apparel  Company." It also  substitutes  for the sentence in the March
15, 1999 letter that read: "However, in your personal situation, it will work on
a two-year basis - 30% in each year for service and 40% for performance."

Duck Head has  established  the Duck Head Stock Option  Plan.  The options to be
granted  under that plan to you will  become  exercisable  over a period  ending
March 8, 2001.  Once  exercisable,  they will remain  outstanding  for ten years
after grant.

This new understanding substitutes for the sentence in the March 15, 1999 letter
that  read:  "Initially,   your  participation  will  be  based  on  a  two-year
performance  goal  established  by the Board of  Directors  of the new Duck Head
Apparel  Company."  It also  substitutes  for the sentence in the March 15, 1999
letter that read:  "Once earned,  you will be fully vested in the shares and can
exercise at any time with no termination date."

You understand  that Duck Head will assume all of Delta  Woodside's  obligations
under my letters to you of March 15, 1999 and October  19,  1999,  as amended by
this  letter,  and you agree that,  upon the  spin-off of Duck Head's  shares by
Delta Woodside, Delta Woodside will thereby be released from and have no further
liability for those obligations.

Please confirm that this is your understanding below.



<PAGE>



Best regards.

                                                       Sincerely yours,

                                                       /s/ E. Erwin Maddrey, II
                                                       ------------------------
                                                       E. Erwin Maddrey, II
                                                       President & CEO

I CONFIRM THE ABOVE

/s/ Robert D. Rockey, Jr.
-------------------------
Robert D. Rockey, Jr.