FIFTH AMENDMENT TO
                                CREDIT AGREEMENT

        THIS FIFTH AMENDMENT TO CREDIT AGREEMENT (hereinafter, this "Amendment")
is entered into as of December __, 1998 among PLUMA, INC., a North Carolina
corporation (the "Borrower"), NATIONSBANK, N.A., as Agent for and on behalf of
the Lenders (the "Agent") and the Lenders. 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, by that
certain Second Amendment to Credit Agreement between the Borrower and the Agent
for and on behalf of the Lenders dated as of September 30, 1998, by that Third
Amendment to Credit Agreement between the Borrower and the Agent for and on
behalf of the Lenders dated as of November 16, 1998 and by that certain Fourth
Amendment to Credit Agreement between the Borrower and the Agent for and on
behalf of the Lenders dated as of December 11, 1998 (as further amended,
modified, supplemented, extended or restated from time to time, the "Credit
Agreement").

        WHEREAS, the Borrower and the Agent on behalf of the Lenders are parties
to that certain Forbearance Agreement dated as of November 16, 1998, as amended
by an Amendment to Forbearance Agreement dated as of the date hereof (as further
amended, modified, supplemented, extended or restated from time to time, the
"Forbearance Agreement"); and

        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. Reaffirmation of Existing Debt. The Credit Parties acknowledge and
confirm: (a) that the Agent, on behalf of the Lenders, has a valid and
enforceable first priority perfected security interest in the Collateral subject
only to certain Permitted Liens, (b) that the Borrower's obligation to repay the
outstanding principal amount of the Loans and reimburse the Issuing Lender for
any drawing on a Letter of Credit is unconditional and not subject to any
offsets, defenses or counterclaims, (c) that the Agent and the Lenders have
performed fully all of their respective obligations under the Credit Agreement,
the Forbearance Agreement and the other Credit Documents, and (d) by entering
into this Amendment, the Lenders do not waive or release any term or condition
of the Credit Agreement, the Forbearance Agreement or any of the other Credit
Documents or any of their rights or remedies under such Credit Documents or
applicable law or any of the obligations of any Credit Party thereunder.



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        2. Amendments. The Credit Agreement is hereby amended in the following
respects:

               (a) 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 ACCORDANCE WITH THE
               TERMS OF SECTION 7.1(C) AND (C) DURING THE PERIOD (I) FROM AND
               INCLUDING DECEMBER 11, 1998 THROUGH AND INCLUDING JANUARY 29,
               1999, $3,000,000 AND (II) AFTER JANUARY 29, 1999, $0.

               (b) The following definition is hereby added to Section 1.1 of
        the Credit Agreement:

                      "MANAGEMENT GROUP" MEANS COLLECTIVELY, THE CHIEF EXECUTIVE
               OFFICER, THE PRESIDENT, THE CHIEF FINANCIAL OFFICER AND THE
               CONTROLLER OF THE BORROWER.

               (c) Section 7.1(f) of the Credit Agreement is hereby amended and
        restated in its entirety to read as follows:

                      (F) ANNUAL BUSINESS PLAN AND BUDGETS. AT LEAST 30 DAYS
               PRIOR TO THE END OF EACH FISCAL YEAR OF THE BORROWER, AN ANNUAL
               BUSINESS PLAN AND BUDGET OF THE CONSOLIDATED PARTIES CONTAINING,
               AMONG OTHER THINGS, PRO FORMA FINANCIAL STATEMENTS FOR THE NEXT
               FISCAL YEAR; PROVIDED, HOWEVER, THAT THE ANNUAL BUSINESS PLAN AND
               BUDGET OF THE CONSOLIDATED PARTIES FOR FISCAL YEAR 1999: (I)
               SHALL NOT BE DUE UNTIL JANUARY 11, 1999 AND (II) SHALL BE
               PREPARED WITH THE MATERIAL ASSISTANCE OF PWC.

               (d)    A new Section 8.14 is hereby added to the Credit Agreement
        and shall read as follows:

                             8.14   MANAGEMENT.

                             MAKE OR PERMIT TO OCCUR ANY CHANGE IN THE
               INDIVIDUALS CONSTITUTING THE MANAGEMENT GROUP AS OF DECEMBER 21,
               1998; PROVIDED, HOWEVER, IN THE EVENT OF THE DEATH OR VOLUNTARY
               RESIGNATION OF A MEMBER OF THE MANAGEMENT GROUP, THE BORROWER
               SHALL HAVE A PERIOD OF 30 DAYS TO REPLACE SUCH DECEASED OR
               RESIGNED MEMBER OF THE MANAGEMENT GROUP WITH AN INDIVIDUAL WHO
               HAS EXTENSIVE EXPERIENCE AND A GOOD REPUTATION IN THE UNITED
               STATES TEXTILE INDUSTRY AS AN EXECUTIVE IN THE AREA OF THE
               VACANCY CREATED BY SUCH DEATH OR VOLUNTARY RESIGNATION BEFORE THE
               BORROWER SHALL BE DEEMED TO HAVE VIOLATED THIS SECTION 8.14.

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        3.     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.

                      (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 (a) bankruptcy, insolvency,
        reorganization, fraudulent conveyance or transfer, moratorium or similar
        laws affecting creditors' rights generally and (b) 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) other than
        the Acknowledged Events of Default (as defined in the Forbearance
        Agreement) 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) The Borrower hereby releases the Agent, the Lenders, and the
        Agent's and the Lenders' respective officers, employees,
        representatives, agents, counsel and directors from any and all actions,
        causes of action, claims, demands, damages and liabilities of whatever
        kind or nature, in law or in equity, now known or unknown, suspected or

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        unsuspected to the extent that any of the foregoing arises from any
        action or failure to act on or prior to the date hereof.

               (f) 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., a North Carolina corporation

                                    By:_______________________________________
                                    Name:_____________________________________
                                    Title:____________________________________


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

                                    By:_______________________________________
                                    Name:_____________________________________
                                    Title:____________________________________


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