SECOND AMENDMENT TO
                                CREDIT AGREEMENT


        THIS SECOND AMENDMENT TO CREDIT AGREEMENT (hereinafter, the
"Amendment") is entered into as of September 30, 1998 among PLUMA, INC., a North
Carolina corporation (the "Borrower") and NATIONSBANK, N.A., as Agent for and on
behalf of the Lenders (the "Agent"). Capitalized terms used herein and not
otherwise defined herein shall have the respective meanings given to them in the
Credit Agreement.

                                    RECITALS

        WHEREAS, the Borrower, the Agent and the Lenders are parties to that
certain Credit Agreement dated as of April 23, 1998, as amended by that certain
First Amendment to Credit Agreement and Waiver between the Borrower and the
Agent for and on behalf of the Lenders dated as of August 27, 1998 (as further
amended, modified, supplemented, extended or restated from time to time, the
"Credit Agreement");

        WHEREAS, the parties desire to amend certain terms of the Credit
Agreement as set forth herein.

        NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:

        1. Amended Definitions. The Credit Agreement is hereby amended in the
following respects:

               (a) The definition of "Applicable Percentage" set forth in
        Section 1.1 of the Credit Agreement is hereby amended and restated in
        its entirety to read as follows:

                      "APPLICABLE PERCENTAGE" MEANS, FOR PURPOSES OF CALCULATING
               (I) THE APPLICABLE INTEREST RATE FOR ANY REVOLVING LOAN OR ANY
               TERM LOAN, (A) FOR EURODOLLAR LOANS, 3.75% THROUGH AND INCLUDING
               OCTOBER 30, 1998 AND 3.50% AT ALL TIMES AFTER OCTOBER 30, 1998
               AND (B) FOR BASE RATE LOANS, 1.00% THROUGH AND INCLUDING OCTOBER
               30, 1998 AND .75% AT ALL TIMES AFTER OCTOBER 30, 1998, (II) THE
               APPLICABLE RATE OF THE UNUSED FEE FOR ANY DAY FOR PURPOSES OF
               SECTION 3.5(B), .375% AND (C) THE APPLICABLE RATE FOR THE LETTER
               OF CREDIT FEE FOR ANY DAY, 3.50%.

               (b) The definition of "Borrowing Base" set forth in Section 1.1
        of the Credit Agreement is hereby amended and restated in its entirety
        to read as follows:

                      "BORROWING BASE" MEANS, AS OF ANY DAY, THE SUM OF (A) 85%
               OF ELIGIBLE RECEIVABLES, (B) 60% OF ELIGIBLE INVENTORY, IN EACH
               CASE AS SET FORTH IN THE MOST RECENT BORROWING BASE CERTIFICATE
               DELIVERED TO THE AGENT AND THE LENDERS IN



<PAGE>



               ACCORDANCE WITH THE TERMS OF SECTION 7.1(C) AND (C) DURING THE
               PERIOD (I) FROM AND INCLUDING AUGUST 27, 1998 THROUGH AND
               INCLUDING OCTOBER 30, 1998, $4,000,000 AND (II) AFTER OCTOBER 30,
               1998, $0.

        2. Deposit Account. A new Section 7.20 is hereby added to the Credit
        Agreement and shall read as follows:

               7.20   DEPOSIT ACCOUNT

               THE CREDIT PARTIES SHALL ESTABLISH WITH THE AGENT AND PLEDGE TO
        THE AGENT FOR THE BENEFIT OF THE LENDERS A DEPOSIT ACCOUNT (THE "DEPOSIT
        ACCOUNT") AS COLLATERAL SECURITY FOR THE CREDIT PARTY OBLIGATIONS
        PURSUANT TO A CASH COLLATERAL SECURITY AGREEMENT IN FORM AND SUBSTANCE
        SATISFACTORY TO THE AGENT. EACH OF THE CREDIT PARTIES HEREBY AGREES THAT
        IT WILL CAUSE EACH ACCOUNT DEBTOR OBLIGATED TO PAY A RECEIVABLE TO
        DIRECT PAYMENT OF SUCH RECEIVABLE TO THE DEPOSIT ACCOUNT. THE CREDIT
        PARTIES FURTHER AGREE THAT THE AGENT SHALL APPLY THE FUNDS IN THE
        DEPOSIT ACCOUNT TO PAYMENT OF THE LOANS.

        3. Conditions Precedent. The effectiveness of this Amendment is subject
to the satisfaction of each of the following conditions:

               (a) The Agent shall have received original duly executed
        counterparts of this Amendment duly executed by the Credit Parties and
        the Agent.

               (b) Payment by the Borrower of all other costs and expenses
        heretofore incurred by the Agent, including without limitation legal
        fees and expenses, in connection with the negotiation, administration,
        amendment and enforcement of any of the Credit Documents.

               (c) The Agent shall have received such other documents and
        information as it deems reasonably necessary.

        4.     Miscellaneous.

               (a) The term "Credit Agreement" as used in each of the Credit
        Documents shall hereafter mean the Credit Agreement as amended by this
        Amendment. Except as herein specifically agreed, the Credit Agreement,
        and the obligations of the Credit Parties thereunder and under the other
        Credit Documents, are hereby ratified and confirmed and shall remain in
        full force and effect according to their terms.

               (b) The Borrower hereby represents and warrants as follows:

                      (i) It has taken all necessary action to authorize the
        execution, delivery and performance of this Amendment.


                                              2

<PAGE>


                      (ii) This Amendment has been duly executed and delivered
        by the Borrower and constitutes the Borrower's legal, valid and binding
        obligations, enforceable in accordance with its terms, except as such
        enforceability may be subject to (i) bankruptcy, insolvency,
        reorganization, fraudulent conveyance or transfer, moratorium or similar
        laws affecting creditors' rights generally and (ii) general principles
        of equity (regardless of whether such enforceability is considered in a
        proceeding at law or in equity).

                      (iii) No consent, approval, authorization or order of, or
        filing, registration or qualification with, any court or governmental
        authority or third party is required in connection with the execution,
        delivery or performance by the Borrower of this Amendment.

               (c) The Borrower represents and warrants to the Lenders that (i)
        except for the representation contained in Section 6.2(a) with respect
        to matters previously disclosed to the Lenders, the representations and
        warranties of the Credit Parties set forth in Section 6 of the Credit
        Agreement are true and correct as of the date hereof and (ii) no
        unwaived event has occurred and is continuing which constitutes a
        Default or an Event of Default.

               (d) This Amendment may be executed in any number of counterparts,
        each of which when so executed and delivered shall be an original, but
        all of which shall constitute one and the same instrument. Delivery of
        an executed counterpart of this Amendment by telecopy shall be effective
        as an original and shall constitute a representation that an executed
        original shall be delivered.

               (e) THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES
        HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN
        ACCORDANCE WITH THE LAWS OF THE STATE OF
        NORTH CAROLINA.

        Each of the parties hereto has caused a counterpart of this Amendment to
be duly executed and delivered as of the date first above written.

                                    PLUMA, INC.

                                    By:_______________________________________
                                    Name:_____________________________________
                                    Title:____________________________________

                                    NATIONSBANK, N.A.,
                                    as Agent for and on behalf of
                                    the Lenders

                                    By:_______________________________________
                                    Name:_____________________________________
                                    Title:____________________________________


                                              3