EXHIBIT 10.26


                              CONSENT AND AMENDMENT



     CONSENT  AND  AMENDMENT  dated  as of  December  31,  2002,  to the  Credit
Agreement ("Credit Agreement"),  dated as of March 28, 2002, between GFSI, Inc.,
a  Delaware  Corporation  (the  "Borrower"),  GFSI  Holdings,  Inc.,  a Delaware
corporation ("Holdings"),  each of the financial institutions a party to thereto
(such financial  institutions,  together with their successors and assigns,  are
referred to herein  each  individually  as a "Lender"  and  collectively  as the
"Lenders"), and Bank of America, N.A., as agent for the Lenders (in its capacity
as agent, the "Agent").

                                    Recitals

     WHEREAS,  Borrower and Holdings wish to engage in an exchange of notes with
a note holder as provided herein and;

     WHEREAS,  Borrower has issued $125,000,000  (aggregate principal amount) of
its Senior  Subordinated  Notes ("Senior  Subordinated  Notes")  pursuant to its
Indenture  dated as of February  27, 1997,  as amended,  for Series A & B 9 5/8%
Senior  Subordinated Notes due 2007 with Fleet National Bank as original trustee
("GFSI Indenture");

     WHEREAS,  Borrower will issue an additional $9,900,000 (aggregate principal
amount)  of  senior   subordinated  notes  (such  notes,   whether  the  initial
unregistered  notes  issued on  December  31,  2002 or the notes  expected to be
issued in a registered  exchange offer for such  unregistered  notes,  being the
"New Senior Subordinated Notes", and such notes pay interest on a current basis)
pursuant to its Indenture  dated as of December 31, 2002 for Series A & B 9 5/8%
Senior  Subordinated  Notes due 2007 with State Street Bank and Trust Company as
trustee ("New GFSI Indenture");

     WHEREAS,  in  connection  with the issuance of the New Senior  Subordinated
Notes pursuant to the New GFSI Indenture,  Event 1, Inc., CC Products,  Inc. and
GFSI  Canada   Company,   all  wholly  owned  by  Borrower   (collectively   the
"Subsidiaries"),  will each guarantee the payment of the New Senior Subordinated
Notes under a Subsidiary  Guarantee  or similar  document as provided in the New
GFSI Indenture;

     WHEREAS,  Holdings has issued $108,467,780  (aggregate  principal amount at
maturity) of its Senior Discount Notes ("Senior Discount Notes") pursuant to its
Indenture  dated as of  September  17,  1997,  as  amended,  for 11 3/8%  Senior
Discount  Notes due 2009 with State  Street Bank and Trust  Company,  as trustee
("Holdings Indenture");

     WHEREAS,  a holder  ("Note  Holder") of  $24,000,000  (aggregate  principal
amount at maturity) of Senior Discount Notes ("Acquired  Senior Discount Notes")
will  transfer  and assign its  Acquired  Senior  Discount  Notes to Borrower in
exchange  for  the   unregistered  New  Senior   Subordinated   Notes  (and  the
unregistered  notes are  expected to later be  exchanged  by the Note Holder for
registered notes of Borrower);



<PAGE>


     WHEREAS,  Borrower  may  distribute  all or  part  of the  Acquired  Senior
Discount  Notes to  Holdings  in one or more  transactions,  now or from time to
time, and Holdings may retire any or all of the Acquired  Senior  Discount Notes
when and if it receives them, or Borrower may retain all or part of the Acquired
Senior Discount Notes for its own account or for possible later  distribution of
all or a part of the Acquired Senior Discount Notes to Holdings;

     WHEREAS, The foregoing  transactions are herein collectively referred to as
the "Note Exchange" (and the Note Exchange includes the retention of all or part
of the Acquired Senior Discount Notes by Borrower or the  distribution in one or
more  transactions,  now or from  time to time,  of all or part of the  Acquired
Senior  Discount  Notes to  Holdings  by Borrower  depending  on the  Borrower's
decision with respect to such  possible  actions),  and in connection  therewith
Borrower  has  requested  that the  Lenders and Agent  execute and deliver  this
Consent and Amendment;

     WHEREAS,  Lenders and Agent have  requested an amendment  fee of $40,000 in
return for their consent to the Note Exchange as provided herein.

     NOW,  THEREFORE,  effective  upon the  execution  hereof  by the  Borrower,
Holdings, Lenders, and Agent, it is hereby agreed as follows:

     Section 1.  Definitions.  Capitalized  terms used herein and not  otherwise
defined herein are used as defined in the Credit Agreement.

     Section 2. Amendment Fee.  Borrower shall pay to Agent,  on behalf of Agent
and Lenders,  an amendment fee of $40,000  ("Amendment  Fee"). The Amendment Fee
shall be payable  upon the  earlier of: (a) June 30,  2003,  or (b) the date the
publicly registered New Senior Subordinated Notes are issued.

     Section 3. Credit Agreement Consents.

     (a) Notwithstanding that the Note Exchange would cause the issuance of Debt
that exceeds the  allowable  amount of Debt  permitted  under the  provisions of
Sections  6.9 and 7.13 of the Credit  Agreement,  the Lenders  and Agent  hereby
consent to the issuance of the  unregistered New Senior  Subordinated  Notes and
then the exchange of them as a part of the Note Exchange for the Acquired Senior
Discount  Notes,  and the further  issuance and exchange of the  registered  New
Senior  Subordinated Notes for the unregistered New Senior  Subordinated  Notes,
subject to the consummation of each of the other  transactions  constituting the
Note Exchange.

     (b)  Notwithstanding the provisions of Section 7.15 of the Credit Agreement
that limit certain  transactions  with Affiliates  (including  distributions  of
property  to an  Affiliate  and  investing  in an  Affiliate  or  purchasing  an
Affiliate's  indebtedness),  and that the  distribution  of the Acquired  Senior
Discount  Notes from Borrower to Holdings is not a Permitted  Holdings  Payment,
the Lenders and Agent hereby consent to the  distribution of the Acquired Senior
Discount  Notes from  Borrower to Holdings in one or more  transactions,  now or
from time to time, as well as the  acquisition of the Acquired  Senior  Discount
Notes by Borrower from the Note Holder,  subject to the  consummation of each of
the other transactions constituting the Note Exchange.

                                      -2-


<PAGE>



     (c)  Notwithstanding the provisions of Section 7.10 of the Credit Agreement
that limit  Distributions,  Capital Changes and Restricted  Investments and that
the acquisition of the Acquired Senior Discount Notes is not an exception to the
definition of a Restricted Investment,  including under subparagraph (k) of such
definition,  the Lenders  and Agent  hereby  consent to the  issuance of the New
Senior Subordinated Notes, the acquisition of the Acquired Senior Discount Notes
by Borrower  from the Note Holder in exchange  for the  unregistered  New Senior
Subordinated  Notes  (and any  later  exchange  offer by which  the Note  Holder
exchanges  registered  New Senior  Subordinated  Notes of Borrower in return for
unregistered  New  Senior  Subordinated  Notes),  and  any  distribution  of the
Acquired  Senior  Discount  Notes by Borrower to Holdings  (but not to any third
party that is not an Affiliate of Borrower) in one or more transactions,  now or
from time to time, and the retirement of such Acquired  Senior Discount Notes by
Holdings if they are  distributed to it, subject to the  consummation of each of
the other transactions constituting the Note Exchange.

     (d)  Notwithstanding the provisions of Section 7.12 of the Credit Agreement
that limit guarantees by subsidiaries of Borrower,  the Lenders and Agent hereby
consent  to  the  guarantee  of  the  New  Senior   Subordinated  Notes  by  the
Subsidiaries.

     (e) Notwithstanding any other provision of the Credit Agreement or the Loan
Documents,  and without limitation by the specific consents hereinabove granted,
the Lender and Agent consent to the Note Exchange.

Section 4.  Amendments.  The Credit Agreement is amended as follows:

     (a)  Schedule  6.9 to the Credit  Agreement  is amended in its  entirety by
substituting a revised Schedule 6.9 which is attached hereto as Exhibit A.

     (b) The  definition  of "Senior  Notes" is amended in its  entirety to read
"means the  $125,000,000  (aggregate  principal  amount) Series A and Series B 9
5/8%  Senior  Subordinated  Notes  due  2007  issued  pursuant  to the  Borrower
Indenture dated as of February 27, 1997, and the $9,900,000 (aggregate principal
amount) Series A & B 9 5/8% Senior  Subordinated Notes due 2007, issued pursuant
to the Borrower Indenture dated as of December 31, 2002.

     (c) Section 7.13 (e) of the Credit  Agreement is amended in its entirety to
read: "(e) Debt evidenced by the Senior Notes in an aggregate  principal  amount
not to exceed $134,900,000".

     (d) The  definition  of "Borrower  Indenture" is amended in its entirety to
read:  "means that certain  Indenture  dated as of February 27, 1997 between the
Borrower and Fleet  National  Bank,  as Trustee (for which State Street Bank and
Trust Company is the successor  trustee) and all  Supplemental  Indentures,  and
that certain Indenture dated as of December 31, 2002, between Borrower and State
Street Bank and Trust  Company,  as  Trustee,  and all  Supplemental  Indentures
(although  more than one  Indenture,  referred to  together  in the  singular as
"Borrower Indenture")".


                                       3
<PAGE>



     Section 5.  Miscellaneous.  Except to the extent  compliance  therewith  is
hereby expressly waived or consents are granted hereunder, the provisions of the
Credit  Agreement  shall  remain  unchanged  and in full force and effect.  This
Consent and  Amendment  may be executed  in any number of  counterparts,  all of
which taken together shall constitute one and the same amendatory instrument and
any of the parties  hereto may execute this Consent and Amendment by signing any
such  counterpart and sending the same by telecopier,  mail messenger or courier
to the Agent or counsel to the Agent.  This Agreement  shall be interpreted  and
the rights and  liabilities of the parties hereto  determined in accordance with
the internal laws (as opposed to the conflict of laws  provisions)  of the State
of  Illinois;  provided  that the Agent and the Lenders  shall retain all rights
arising under federal law.

     IN WITNESS  WHEREOF,  the  parties  hereto  have  caused  this  Consent and
Amendment to be duly executed as of the day and year first above written.

                                "BORROWER"

                                GFSI, Inc.

                                By:   /s/ Larry Graveel
                                   ---------------------------------------------
                                   Name:  Larry Graveel
                                   Title:  President



                                "HOLDINGS"

                                GFSI Holdings, Inc.

                                By:   /s/ Larry Graveel
                                   ---------------------------------------------
                                   Name:  Larry Graveel
                                   Title: President











[This is one of the signature pages to the Consent and Amendment dated as of
December 31, 2002.]

                                       4

<PAGE>




                                    "AGENT"

                                    BANK OF AMERICA, N.A., as the Agent


                                    By:      /s/ Dan Jelaca
                                       -----------------------------------------
                                         Dan Jelaca, Vice President







                                    "LENDERS"

                                    BANK OF AMERICA, N.A., as a Lender


                                    By:      /s/ Dan Jelaca
                                       -----------------------------------------
                                         Dan Jelaca, Vice President









[This is one of the signature pages to the Consent and Amendment dated as of
December 31, 2002.]



                                       5

<PAGE>




                                 THE CIT GROUP/COMMERCIAL
                                 SERVICES, INC., as a Lender



                                 By:  /s/ Gary Paul Vessecchia
                                    --------------------------------------------
                                    Gary Paul Vessecchia, Vice President








[This is one of the signature pages to the Consent and Amendment dated as of
December 31, 2002.]



                                       6

<PAGE>



                                 U.S. BANK NATIONAL ASSOCIATION, as a Lender



                                 By:  /s/ Thomas Visconti
                                    --------------------------------------------
                                    Thomas Visconti, Vice President




[This is one of the signature pages to the Consent and Amendment dated as of
December 31, 2002.]




                                       7
<PAGE>
                                                                       EXHIBIT A

                                  SCHEDULE 6.9
                                     (DEBT)


In  addition to the  Revolving  Loans  under the Credit  Agreement  with Bank of
America,  N.A. as Agent,  to be made on the Closing  Date,  the Borrower and its
Subsidiaries have the debt evidenced by the following items:


GFSI, INC.

     o      Promissory Note with the City of Chillicothe, Missouri dated January
            15, 2002 for $50,000.

     o      Promissory Note between GFSI, Inc. and N. W. Development
            Corporation, Inc. dated March 12, 2002 for $250,000, and related
            Loan Agreement.

     o      Promissory Note between GFSI, Inc. and Farmers Electric Cooperative,
            Inc. dated September 23, 2002 for $450,000, and related Security
            Agreement, Loan Agreement and other documents.

     o      Promissory Note between GFSI, Inc. and the City of Bedford dated
            April 28, 1998 for $300,000 and constituting a Forgivable Loan; CEBA
            Department of Economic Development Loan Number 98-PRO-07.

     o      Promissory Note between GFSI, Inc. and the City of Bedford, Iowa
            dated June 1, 1998 for $553,000.00.

     o      Industrial New Jobs Training Agreement between Southwestern
            Community College, Creston, Iowa and GFSI, Inc. dated May 11, 1999
            relating to $420,000 Southwestern Community College, Creston, Iowa
            Industrial New Jobs Training Certificates (GFSI, Inc. Project Series
            1999).

     o      Series A & B 9 5/8% Senior Subordinated Notes in the principal
            amount of $125,000,000 due 2007, issued pursuant to the Indenture
            dated February 27, 1997, between GFSI, Inc. and Fleet National Bank,
            as Trustee, as amended by the First Supplemental Indenture dated as
            of June 22, 2001, and by the Second Supplemental Indenture dated as
            of February 28, 2002 and by the Third Supplemental Indenture dated
            as of June 11, 2002 (the "GFSI Indenture").
<PAGE>


     o      Series A & B 9 5/8% Senior Subordinated Notes in the principal
            amount of $9,900,000 due 2007, issued pursuant to the Indenture
            dated December 31, 2002, between GFSI, Inc. and State Street Bank
            and Trust Company, as Trustee (the "New GFSI Indenture").

     o      Capital Lease or purchase money debt related to the Financing
            Statement between GFSI, Inc. as debtor and Iowa Department of
            Economic Development Bureau of Business Finance as secured party,
            filed with the county Recorder, Taylor County, Iowa for four (4)
            embroidery machines described therein.

     o      Capital lease or purchase money debt related to the Financing
            Statement between GFSI, Inc. as debtor and Fleet Leasing Corporation
            as secured party; UCC-1 P062206 filed December 7, 1999 for a leased
            586 Microm Computer #1963371-0001.*

     o      Capital lease or purchase money debt related to the Financing
            Statement between GFSI, Inc. as debtor and Fleet Leasing Corporation
            as secured party; UCC-1 3105902 filed December 27, 1999 for a leased
            586 Microm Laptop #1963398-0001.*

     o      Capital lease or purchase money debt related to the Financing
            Statement between GFSI, Inc. as debtor and Fleet Leasing Corporation
            as secured party; UCC-1 3105903 filed December 27, 1999 for a leased
            586 Microm Laptop #1963401-0001.*

     o      Capital lease or purchase money debt related to the Financing
            Statement between Gear for Sports as debtor and Fuji Photo Film USA
            Inc. as secured party; UCC-1 2516997 filed December 24, 1998 for a
            FG550E Film Processor #9406-303.

     o      Capital lease or purchase money debt related to the Financing
            Statement between Gear for Sports as debtor and Fuji Photo Film USA
            Inc. as secured party; UCC-1 2547619 filed April 14, 1999 for a
            FG550E Film Processor #9406-338.

     o      Capital lease or purchase money debt related to the Financing
            Statement between Gear for Sports as debtor and Fuji Photo Film USA
            Inc. as secured party; UCC-1 3105913 filed December 15, 1999 for a
            FG550E Film Processor #9406-303, Colorart CA680T Laminator #5482214,
            CA600P Processor #5462873.

     o      Capital lease or purchase money debt related to the Financing
            Statement between Gear for Sports, Inc. as debtor and Primesource
            Corporation as secured party; UCC-1 2407311 filed December 1, 1997
            for lithographic equipment.


                                    Exhibit A
                                       -2-
<PAGE>

     o      Capital lease or purchase money debt related to the Financing
            Statement between Gear for Sports, Inc. as debtor and Xerox
            Corporation as secured party; UCC-1 2465179 filed June 18, 1998 for
            a Xerox D Color 40F and ZX-40; Cust. No. 955829957.

     o      Capital lease or purchase money debt related to the Financing
            Statement between Winning Ways, Inc. as debtor and Fuji Photo Film
            USA Inc. as secured party; UCC-1 2048042 filed August 1, 1994,
            continued by filing No. 2547747 dated April 14, 1999 for CA600PIIILX
            Processor #5462878 and CA680TIII Thermoprinter #5482214.

     o      Capital lease or purchase money debt related to the Financing
            Statement between Winning Ways, Inc. as debtor and IBM Credit
            Corporation as secured party; UCC-1 2286624 filed April 10, 1997,
            for IBM equipment referenced on IBM sup. #278734, dated September 3,
            1996.

     o      Capital lease or purchase money debt related to the Financing
            Statement between Winning Ways, Inc. as debtor and IBM Credit
            Corporation as secured party; UCC-1 2343353 filed April 10, 1997,
            for IBM equipment referenced on IBM sup. #278734, dated September 3,
            1996.

     o      Debt under the following additional capital leases (and we
            understand that obligations under operating leases are not Debt):

               - IBM Lease--Tape Library
               - Microm Leasing--4 leases for various computer equipment
               - Raymond Leasing Corporation--Forklifts lease
               - GE Capital Corporation--Screen print machine lease
               - GE Capital Corporation--Lease on 6 four-head embroidery
                 machines


         *The debtor address on the UCC-1 does not match GFSI, Inc.'s Lenexa
address.


EVENT 1, INC.

       o    Subsidiary Guarantee by Event 1, Inc. and Second Supplemental
            Indenture dated as of February 28, 2002 pursuant to the GFSI
            Indenture, and the Subsidiary Guarantee by Event 1, Inc. pursuant
            to the New GFSI Indenture.



                                    Exhibit A
                                       -3-
<PAGE>

CC PRODUCTS, INC.

       o    Subsidiary Guarantee by CC Products, Inc. and First Supplemental
            Indenture dated as of June 22, 2001 pursuant to the GFSI Indenture,
            and the Subsidiary Guarantee by CC Products, Inc. pursuant to the
            New GFSI Indenture.



GFSI CANADA COMPANY


       o    Subsidiary Guarantee by GFSI Canada Company and Third Supplemental
            Indenture dated as of June 11, 2002 pursuant to the GFSI Indenture,
            and the Subsidiary Guarantee by GFSI Canada Company pursuant to the
            New GFSI Indenture.


GFSI HOLDINGS, INC.

       o    Series A&B 11 3/8% Senior Discount Notes Indenture due 2009, with
            State Street Bank and Trust Company as trustee, issued by GFSI
            Holdings, Inc. and dated September 17, 1997 with an accreted balance
            of $76,086,944 as of June 29, 2001; as amended by the First
            Supplemental Indenture dated as of October 11, 1999.





In addition,  Borrower and its Subsidiaries  have  obligations  under the leases
referred  to  on  Schedule  6.11.   Borrower  and  its  Subsidiaries  also  have
obligations,  indemnities and contingent  obligations under license  agreements,
operating  leases,  purchase  money  security  agreements  and other  agreements
entered  into in the  ordinary  course of  business;  the  Licensing  Agreements
described on Schedule  6.12; and the material  agreements  described on Schedule
6.26.


                                    Exhibit A
                                       -4-