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                                                                   Exhibit 10.16

                                 AMENDMENT NO. 1 TO
                               STOCKHOLDERS AGREEMENT
                                ----------------------

          This AMENDMENT NO. 1 is dated as of December 27, 1997 by and among
Anvil Holdings, Inc., a Delaware corporation (the "Company") and certain
Stockholders of the Company set forth on the signature pages attached hereto. 
Capitalized terms used but not otherwise defined herein shall have the meaning
set forth in the Stockholders Agreement, dated as of March 14, 1997, among the
Company and the Stockholders (the "Agreement").

          1.   AMENDMENT.  Pursuant to Section 13 of the Agreement, the
Agreement is hereby amended to replace the definition of "Family Group" with the
following definition:

               "Family Group" means, with respect to an individual Stockholder
               (i) such Stockholder's spouse, former spouse and descendants
               (whether natural or adopted), parents and their descendants
               (whether natural or adopted), and any descendant or spouse of the
               foregoing individuals, (ii) any trust solely for the benefit of
               any of the individuals listed in clause (i) above, and (iii) any
               partnership, limited liability company or other legal entity
               whose securityholders are comprised solely of the Stockholder
               and/or any of the individuals listed in clause (i) above.

          2.   MISCELLANEOUS.

          (a)  COUNTERPARTS.  This Amendment No. 1 may be executed in separate
counterparts each of which shall be an original and all of which taken together
shall constitute one and the same agreement.

          (B)  GOVERNING LAW.  THE CORPORATE LAW OF DELAWARE SHALL GOVERN ALL
ISSUES CONCERNING THE RELATIVE RIGHTS OF THE COMPANY AND ITS STOCKHOLDERS.  ALL
OTHER QUESTIONS CONCERNING THE CONSTRUCTION, VALIDITY AND INTERPRETATION OF THIS
AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE DOMESTIC
LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO ANY CHOICE OF LAW OR
CONFLICT OF LAW PROVISION OR RULE (WHETHER OF THE STATE OF NEW YORK OR ANY OTHER
JURISDICTION) THAT WOULD CAUSE THE APPLICATION OF THE LAWS OF ANY JURISDICTION
OTHER THAN THE STATE OF NEW YORK. 

                              *     *     *     *     *

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          IN WITNESS WHEREOF, the parties hereto have executed this Amendment
No. 1 as of the date first above written.

                                        ANVIL HOLDINGS, INC.

                                        By:________________________________
                                           Name:
                                           Title:


                                        BRUCKMANN, ROSSER, SHERRILL & CO., L.P.

                                        By:  BRS Partners, Limited Partnership
                                        Its: General Partner


                                        By:________________________________
                                           Name:
                                           Title:


                                        399 VENTURE PARTNERS, INC.


                                        By:________________________________
                                           Name:
                                           Title:  Member


                                        CCT PARTNERS II, L.P.

                                        By: CCT Corporation I
                                        Its: General Partner

                                        By:________________________________
                                           Name:
                                           Title: