<PAGE>

                                                                   Exhibit 10.38

                     AMENDMENT NO. 1 TO AMENDED AND RESTATED
                     LOAN AND SECURITY AGREEMENT AND WAIVER

         THIS AMENDMENT NO. 1 TO AMENDED AND RESTATED LOAN AND SECURITY
AGREEMENT AND WAIVER (this "Amendment") is made and entered into this 9th day of
September, 2003, by and among TROPICAL SPORTSWEAR INT'L CORPORATION, a Florida
corporation (individually and, in its capacity as the representative of the
other Borrowers pursuant to Section 3.4 of the Loan Agreement (as hereinafter
defined), "Tropical"), TROPICAL SPORTSWEAR COMPANY, INC., a Delaware corporation
("TSCI"), SAVANE INTERNATIONAL CORP., a Texas corporation ("Savane"), APPAREL
NETWORK CORPORATION, a Florida corporation ("Apparel"), TSI BRANDS, INC., a
Delaware corporation ("TSI"), TSIL, INC., a Delaware corporation ("TSIL"), DUCK
HEAD APPAREL COMPANY, LLC, a Georgia limited liability company ("Duck Head"),
and DELTA MERCHANDISING, INC., a South Carolina corporation ("Delta"; Tropical,
TSCI, Savane, Apparel, TSI, TSIL, Duck Head and Delta are collectively referred
to hereinafter as "Borrowers" and individually as a "Borrower"); the various
financial institutions party from time to time to the Loan Agreement (as
hereinafter defined) ("Lenders"); and FLEET CAPITAL CORPORATION, a Rhode Island
corporation ("Fleet"), in its capacity as collateral and administrative agent
for Lenders ("Agent").

                                    RECITALS:

         Agent, Lenders and Borrowers are parties to a certain Amended and
Restated Loan and Security Agreement dated June 6, 2003 (as at any time amended,
the "Loan Agreement"), pursuant to which Lenders have made certain revolving
credit loans and other extensions of credit to or for the benefit of Borrowers.

         An Event of Default has occurred and is continuing under the Loan
Agreement by reason of the existence of one or more defaults under the Bank of
America Loan Documents (such Event of Default, the "Designated Default").
Borrowers have informed Agent and Lenders that, at Borrowers' request, Fleet has
agreed to purchase from Bank of America, and Bank of America has agreed to
assign to Fleet, all of Bank of America's right, title and interest in and to
the Bank of America Loan Documents (the "Loan Documents Assignment").
Contemporaneously with the Loan Documents Assignment, Fleet and Tropical will
amend and restate certain of the Bank of America Loan Documents in their
entireties and Fleet will waive the default or defaults existing thereunder.

         In consideration of the foregoing and as an inducement to Fleet to
consummate the Loan Documents Assignment, Borrowers have requested that Agent
and Lenders amend the Loan Agreement as hereinafter set forth and waive the
Designated Default, and Agent and Lenders have agreed so to amend the Loan
Agreement and to waive the Designated Default, all upon the terms and subject to
the conditions hereinafter set forth.

                                      - 1 -
<PAGE>

         NOW, THEREFORE, for TEN DOLLARS ($10.00) in hand paid and other good
and valuable consideration, the receipt and sufficiency of which are hereby
severally acknowledged, the parties hereto, intending to be legally bound
hereby, agree as follows:

         1.       DEFINITIONS. All capitalized terms used in this Amendment,
unless otherwise defined herein, shall have the meaning ascribed to such terms
in the Loan Agreement.

         2.       AMENDMENTS TO LOAN AGREEMENT. The Loan Agreement is hereby
amended as follows:

                  (a) By adding the following new Section 9.1.13:

                           Section 9.1.13. Additional Security. Borrower shall,
                  upon the request of all Lenders at any time and from time to
                  time during the continuation of an Event of Default, (a)
                  execute and deliver promptly to Agent any and all documents
                  and instruments necessary, in Agent's sole discretion, to
                  increase the principal amount secured by the Tropical Mortgage
                  up to an aggregate amount not to exceed $26,500,000, in each
                  case in appropriate form for recording in the applicable
                  jurisdiction, (b) pay timely all documentary stamp,
                  non-recurring intangibles and other taxes, fees and charges
                  which may be payable in connection with the execution,
                  delivery or recordation of any of the documents and
                  instruments delivered pursuant to clause (a) above, and (c)
                  furnish promptly to Agent the results of a recent title
                  examination of the records in which the Tropical Mortgage is
                  recorded, which report shall reflect no Liens other than
                  Permitted Liens.

                  (b) By amending Section 9.2.3 of the Loan Agreement by
         redesignating clauses (x) and (xi) thereof as clauses (xi) and (xii)
         and inserting the following new clause (x):

                                    (x)      the Term Loan Obligations;

         (c)      By amending Section 9.2.5 of the Loan Agreement by:

                   (i) deleting clause (viii) thereof and by substituting the
            following new clause (viii) in lieu thereof:

                           (viii) easements, rights-of-way, restrictions,
                  covenants or other agreements of record and other similar
                  charges or encumbrances on real Property of such Borrower or
                  any of its Subsidiaries that either (A) are in existence on
                  the Amendment No. 1 Effective Date and disclosed in the final
                  mortgagee title insurance policy delivered by Tropical to
                  Fleet pursuant to the terms of the Term Loan Agreement and
                  accepted by Fleet or (B) do not secure any monetary obligation
                  and do not interfere with the ordinary conduct of the business
                  of such Borrower or such Subsidiary;

                  (ii) redesignating clauses (xi) and (xii) thereof as clauses
         (xii) and (xiii) and inserting the following new clause (xi):

                           (xi) Liens in favor of Fleet securing the Term Loan
                  Obligations;

                                      - 2 -
<PAGE>

                  provided that any such Liens that encumber or purport to
                  encumber Collateral, other than the Tropical Real Properties,
                  shall be subordinated to the Agent's Liens thereupon on terms
                  and conditions satisfactory to Agent and Lenders;

         (d)      By deleting Section 11.1.18 in its entirety and substituting
the following new Section 11.1.18 in lieu thereof:

                  11.1.18 Term Loan Documents. A default or event of default
         shall occur under, or Tropical shall default in the performance or
         observance of any term, covenant, condition or agreement contained in
         any of the Term Loan Documents and such default shall continue beyond
         any applicable grace period.

         (e) By deleting the first sentence of Section 12.2.1 in its entirety
and by substituting the following new sentence in lieu thereof:

                  Lenders hereby irrevocably authorize Agent, at its option and
         in its discretion, to release any Lien upon any Collateral (i) upon the
         termination of the Commitments and payment or satisfaction of all of
         the Obligations, or (ii) constituting Equipment sold or disposed of in
         accordance with the terms of this Agreement if Borrowers certify to
         Agent that the disposition is made in compliance with the terms of this
         Agreement (and Agent may rely conclusively on any such certificate,
         without further inquiry).

         (f) By amending Section 12.9.1 by redesignating clauses (iv)(h) and
(iv)(i) thereof as clauses (iv)(i) and (iv)(j) and inserting the following new
clause (iv)(h):

                  (iv)(h) amend any provision of the Subordination Agreement or
         the definition of "Term Loan Obligations",

         (g) By deleting the table appearing in the definition of "Applicable
Margin" from Appendix A to the Loan Agreement and by substituting the following
new table in lieu thereof:

                                      - 3 -
<PAGE>

DRAFT, 01/12/04

<TABLE>
<CAPTION>
Average Availability for the
immediately preceding Fiscal              Revolver Loans
              Quarter                     Outstanding as:
--------------------------------------------------------------------------
                                          Base Rate Loan        LIBOR Loan
--------------------------------------------------------------------------
<S>                                       <C>                   <C>
Greater than $30,000,000                       1.25%               2.75%
--------------------------------------------------------------------------
Equal to or less than $30,000,000, but         1.50%               3.00%
greater than or equal to $20,000,000
--------------------------------------------------------------------------
Less than $20,000,000                          1.75%               3.25%
--------------------------------------------------------------------------
</TABLE>

         (h) By deleting the definition of "Default Rate" from Appendix A to the
Loan Agreement and by substituting the following new definition in lieu thereof:

                  Default Rate - on any date, a rate per annum that is equal to
         (i) in the case of each Loan outstanding on such date, 2% in excess of
         the rate otherwise applicable to such Loan on such date, and (ii) in
         the case of any of the other Obligations outstanding on such date, 2%
         plus the highest Applicable Margin for Base Rate Loans in effect on
         such date.

             (i)      By deleting the definition of "Dilution Reserve" from
Appendix A to the Loan Agreement and by substituting the following new
definition in lieu thereof:

                  Dilution Reserve - a reserve equal to the product of the
         Dilution Reserve Percentage multiplied by the face value of all
         Eligible Accounts.

         (j) By deleting the definition of "Dilution Reserve Period" from
   Appendix A to the Loan Agreement;

    (k)      By deleting the definition of "Inverse Inventory Percentage" from
   Appendix A to the Loan Agreement and by substituting the following new
   definition in lieu thereof:

                  Inverse Inventory Percentage - 100% minus the product of (i)
         85%, multiplied by (ii) the Net Orderly Liquidation Value Percentage.

         (l) By deleting the definition of "Projections" from Appendix A to
   the Loan Agreement and by substituting the following new definition in lieu
   thereof:

                  Projections - Borrowers' and their Subsidiaries' forecasted
         Consolidated balance sheets, profit and loss statements and cash flow
         statements, all prepared on a consistent basis with Borrowers' and
         their Subsidiaries' historical financial statements, together with
         appropriate supporting details and a statement of underlying
         assumptions.

                                        4
<PAGE>

                  (m) By deleting the definition of "Senior Subordinated Note
         Repurchase Conditions" from Appendix A to the Loan Agreement and by
         substituting the following new definition in lieu thereof:

                  Senior Subordinated Note Repurchase Conditions - each of the
         following conditions, the satisfaction of each of which is a condition
         to any repurchase of any of the Senior Subordinated Notes by Borrowers:
         (i) Borrowers shall have provided Agent with not less than 5 Business
         Day's prior written notice of its intent to place an order to
         repurchase any of the Senior Subordinated Notes, which notice shall
         provide the aggregate amount of such order, the purchase price limit
         (expressed as a percentage of the face value of such notes) for such
         order and a representation that the conditions set forth in clauses
         (ii) through (vi) below will be satisfied; (ii) no Default or Event of
         Default shall exist at the time of or after giving effect to any such
         order; (iii) the repurchase is conducted pursuant to an open market
         transaction; (iv) upon consummation of the repurchase the Senior
         Subordinated Notes repurchased are cancelled by Borrowers and no longer
         constitute outstanding Debt of Borrowers under the Senior Subordinated
         Indenture or otherwise; (v) after giving effect to such repurchase,
         Availability shall not be less than $20,000,000; and (vi) the
         Consolidated Fixed Charge Coverage Ratio, measured for the most
         recently ended period of twelve consecutive months, shall be at least
         1.25 to 1.

         (n) By adding the following new definitions to Appendix A to Loan
Agreement, in proper alphabetical sequence:

                  Amendment No. 1 - Amendment No. 1 to the Agreement dated
         September 9, 2003, by and among Borrowers, Lenders and Agent.

                  Amendment No. 1 Effective Date - the date on which Amendment
         No. 1 shall have become effective in accordance with its terms.

                  Mortgage - each mortgage, deed of trust or deed to secure debt
         executed by a Borrower in favor of Agent and by which such Borrower
         shall grant and convey to Agent Liens upon real Property of such
         Borrower, as security for the payment of the Obligations.

                  Subordination Agreement - the Lien Subordination Agreement
         dated September 9, 2003, between Agent and Fleet, and acknowledged by
         Borrowers and Lenders, as the same may be amended, restated,
         supplemented or modified from time to time with the consent of all
         Lenders.

                  Term Loan Agreement - the Amended and Restated Loan and
         Security Agreement dated as of September 9, 2003, between Fleet and
         Tropical, as the same may be amended, restated, supplemented or
         modified from time to time.

                  Term Loan Documents - the Term Loan Agreement and any and all
         other agreements, documents or instruments now or at any time
         evidencing, securing, guaranteeing or otherwise executed and delivered
         in connection with the Term

                                      - 5 -
<PAGE>

                  Loan Agreement, as the same may be amended, restated,
                  supplemented or modified from time to time.

                           Term Loan Obligations - Debt of Borrowers (or any of
                  them) at any time outstanding under the Term Loan Documents in
                  an aggregate principal amount not to exceed $10,000,000 at any
                  time outstanding.

                           Tropical Mortgage - the mortgage executed by Tropical
                  in favor of Agent on or about the Amendment No. 1 Effective
                  Date and by which Tropical has granted and conveyed to Agent
                  Liens upon the Tropical Real Properties, as security for the
                  payment of the Obligations.

                           Tropical Real Properties - the real Property of
                  Tropical located at (i) 4924 West Waters Avenue, Tampa,
                  Florida, (ii) 4902 West Waters Avenue, Tampa, Florida and
                  (iii) 5202 West Waters Avenue, Tampa, Florida.

         3.       RATIFICATION AND REAFFIRMATION. Each Borrower hereby ratifies
and reaffirms the Obligations, each of the Loan Documents and all of such
Borrower's covenants, duties, indebtedness and liabilities under the Loan
Documents, in each case as amended hereby.

         4.       ACKNOWLEDGMENTS AND STIPULATIONS; ETC. Each Borrower
acknowledges and stipulates that the Loan Agreement and the other Loan Documents
executed by such Borrower are legal, valid and binding obligations of such
Borrower that are enforceable against such Borrower in accordance with the terms
thereof; all of the Obligations are owing and payable without defense, offset or
counterclaim (and to the extent there exists any such defense, offset or
counterclaim on the date hereof, the same is hereby waived by Borrower); the
Liens granted by such Borrower in favor of Agent are duly perfected, and, except
with respect to the Tropical Real Properties, first priority Liens; and the
unpaid principal amount of the Revolver Loans on and as of September 9, 2003,
totaled $24,783,766.51 and the unpaid amount of the LC Obligations on and as of
September 9, 2003, totaled $8,977,694.18. TSCI acknowledges and consents to
Tropical's execution and delivery of this Amendment and the Term Loan Documents
(as such term is defined in the Loan Agreement, as amended by this Amendment)
and of the other documents, instruments or agreements Tropical has or will
execute and deliver pursuant thereto, affirms that nothing contained therein
shall modify in any respect whatsoever TSCI's obligations under that certain
Subordination Agreement among TSCI, Tropical and Agent dated June 10, 1998, and
reaffirms that said Subordination Agreement shall remain in full force and
effect.

         5.       REPRESENTATIONS AND WARRANTIES. Each Borrower represents and
warrants to Agent and Lenders, to induce Agent and Lenders to enter into this
Amendment, that no Default or Event of Default exists on the date hereof other
than the Designated Default; the execution, delivery and performance of this
Amendment have been duly authorized by all requisite corporate action on the
part of such Borrower and this Amendment has been duly executed and delivered by
such Borrower; and all of the representations and warranties made by such
Borrower in the Loan Agreement are true and correct on and as of the date
hereof.

                                      - 6 -

<PAGE>

         6.       REFERENCE TO LOAN AGREEMENT. Upon the effectiveness of this
Amendment, each reference in the Loan Agreement to "this Agreement,"
"hereunder," or words of like import shall mean and be a reference to the Loan
Agreement, as amended by this Amendment.

         7.       BREACH OF AMENDMENT. This Amendment shall be part of the Loan
Agreement and a breach of any representation, warranty or covenant herein shall
constitute an Event of Default.

         8.       CONDITIONS PRECEDENT. The effectiveness of this Amendment is
subject to the satisfaction of each of the following conditions precedent (in
the case of each document described below, in form and substance satisfactory to
Agent and Lenders and, at Agent's request, in sufficient copies for each
Lender), unless satisfaction thereof is specifically waived in writing by Agent
(terms defined in the Loan Agreement, as amended by this Amendment, being used
in this Section 8 as so defined):

                  (a) Agent shall have received this Amendment, duly executed
and delivered by Borrowers and Lenders;

                  (b) Agent shall have received (i) a certificate of a Senior
         Officer that each of the conditions precedent to the effectiveness of
         the Term Loan Documents (which shall include a waiver by Fleet of all
         defaults or events of default then existing thereunder) shall have been
         satisfied or waived by Fleet, (ii) true and correct executed or
         conformed copies of the Term Loan Documents, certified as such by a
         Senior Officer, which shall be in the same form as the final drafts
         thereof delivered to and approved by Agent and Lenders prior to the
         Amendment No. 1 Effective Date, and (iii) executed copies of all
         opinion letters delivered in connection with the Term Loan Documents
         and the transactions contemplated thereby, addressed to Agent and
         Lenders or accompanied by a written authorization from the firm
         delivering each such opinion letter stating that Agent and Lenders may
         rely upon such opinion letter as though it were addressed to them;

                  (c) Agent shall have received a certificate of the Secretary
         or Assistant Secretary of each Borrower, having attached thereto the
         Organization Documents of such Obligor (or, if applicable, containing
         the certification of such Secretary or Assistant Secretary that no
         amendment or modification of such Organization Documents has become
         effective since the date on which such documents were last delivered to
         Agent and Lenders), that all corporate or company action, including
         shareholders' or members' approval, if necessary, has been taken by
         such Borrower and/or its shareholders or members to authorize the
         execution, delivery and performance of this Amendment and the other
         agreement, instruments and documents contemplated hereby and containing
         the names and specimen signatures of each of the officers of such
         Borrower who is authorized to and will execute and deliver this
         Amendment and the other agreements, instruments and documents
         contemplated hereby or, if applicable, to the further effect that the
         incumbency certificate most recently delivered to Agent and Lenders
         remains in effect, unchanged;

                  (d) Agent shall have received the Subordination Agreement,
         duly executed and delivered by Agent, Fleet, Borrowers and Lenders;

                                      - 7 -

<PAGE>

                  (e) Agent shall have received a Mortgage creating or
         purporting to create a Lien on the Tropical Real Properties, duly
         executed and delivered by Tropical and in appropriate form for
         recording in the applicable jurisdiction, and Agent shall have received
         evidence satisfactory to it that (i) Borrowers have paid, or made
         adequate provision for the payment on the Amendment No. 1 Effective
         Date of, all fees and taxes, if any, payable in connection with the
         recordation of such Mortgage and (ii) such Mortgage, when recorded in
         the applicable jurisdiction, will create a valid second Lien on the
         Tropical Real Properties;

                  (f) No action, proceeding, investigation, regulation or
         legislation shall have been instituted, threatened or proposed before
         any court, governmental agency or legislative body to enjoin, restrain
         or prohibit, or to obtain damages in respect of, or which is related to
         or arises out of the Loan Documents or the consummation of the
         transactions contemplated thereby;

                  (g) No Event of Default shall exist other than the Designated
         Default;

                  (i) Borrowers shall have paid, or made provision for the
         payment on the date hereof of, all fees and expenses set forth in
         Section 11 hereof;

                  (j) Agent shall have received such other documents and
         instruments as any Lender through Agent may reasonably request; and

                  (k) All conditions precedent set forth in this Section 10 are
         satisfied on or before September 15, 2003.

         9.       AMENDMENT FEE; EXPENSES OF AGENT. In consideration of Agent's
and Lenders' willingness to enter into this Amendment and modify the terms of
the Loan Agreement as set forth herein, Borrowers jointly and severally agree to
pay to Agent, for the Pro Rata benefit of the Lenders, an amendment fee in the
amount of $50,000 in immediately available funds on the date hereof.
Additionally, Borrowers jointly and severally agree to pay, ON DEMAND, all costs
and expenses incurred by Agent in connection with the preparation, negotiation
and execution of this Amendment and any other Loan Documents executed pursuant
hereto and any and all amendments, modifications, and supplements thereto,
including, without limitation, the reasonable costs and fees of Agent's legal
counsel and any taxes or expenses associated with or incurred in connection with
any instrument or agreement referred to herein or contemplated hereby.

         10.      WAIVER. Subject to the satisfaction of the conditions
precedent set forth in Section 10 hereof, Agent and Lenders hereby waive the
Designated Default as in existence on the date hereof.

         11.      EFFECTIVENESS; GOVERNING LAW. This Amendment shall be
effective upon acceptance by Agent and Lenders in Atlanta, Georgia (notice of
which acceptance is hereby

                                      - 8 -

<PAGE>

waived), whereupon the same shall be governed by and construed in accordance
with the internal laws of the State of Georgia.

         12.      SUCCESSORS AND ASSIGNS. This Amendment shall be binding upon
and inure to the benefit of the parties hereto and their respective successors
and assigns.

         13.      NO NOVATION, ETC. Except as otherwise expressly provided in
this Amendment, nothing herein shall be deemed to amend or modify any provision
of the Loan Agreement or any of the other Loan Documents, each of which shall
remain in full force and effect. This Amendment is not intended to be, nor shall
it be construed to create, a novation or accord and satisfaction, and the Loan
Agreement as herein modified shall continue in full force and effect.

         14.      COUNTERPARTS; TELECOPIED SIGNATURES. This Amendment may be
executed in any number of counterparts and by different parties to this
Amendment on separate counterparts, each of which, when so executed, shall be
deemed an original, but all such counterparts shall constitute one and the same
agreement. Any signature delivered by a party by facsimile transmission shall be
deemed to be an original signature hereto.

         15.      FURTHER ASSURANCES. Each Borrower agrees to take such further
actions as Agent and Lenders shall reasonably request from time to time in
connection herewith to evidence or give effect to the amendments set forth
herein or any of the transactions contemplated hereby.

         16.      SECTION TITLES. Section titles and references used in this
Amendment shall be without substantive meaning or content of any kind whatsoever
and are not a part of the agreements among the parties hereto.

         17.      RELEASE OF CLAIMS. TO INDUCE AGENT AND LENDERS TO ENTER INTO
THIS AMENDMENT, EACH BORROWER HEREBY RELEASES, ACQUITS AND FOREVER DISCHARGES
AGENT AND EACH LENDER, AND ALL OFFICERS, DIRECTORS, AGENTS, EMPLOYEES,
SUCCESSORS AND ASSIGNS OF AGENT AND LENDERS, FROM ANY AND ALL LIABILITIES,
CLAIMS, DEMANDS, ACTIONS OR CAUSES OF ACTION OF ANY KIND OR NATURE (IF THERE BE
ANY), WHETHER ABSOLUTE OR CONTINGENT, DISPUTED OR UNDISPUTED, AT LAW OR IN
EQUITY, OR KNOWN OR UNKNOWN, THAT SUCH BORROWER NOW HAS OR EVER HAD AGAINST
AGENT OR ANY LENDER ARISING UNDER OR IN CONNECTION WITH ANY OF THE LOAN
DOCUMENTS OR OTHERWISE. EACH BORROWER REPRESENTS AND WARRANTS TO AGENT AND
LENDERS THAT SUCH BORROWER HAS NOT TRANSFERRED OR ASSIGNED TO ANY PERSON ANY
CLAIM THAT SUCH BORROWER EVER HAD OR CLAIMED TO HAVE AGAINST AGENT OR ANY
LENDER.

         18.      WAIVER OF JURY TRIAL. TO THE FULLEST EXTENT PERMITTED BY
APPLICABLE LAW, THE PARTIES HERETO EACH HEREBY WAIVES THE RIGHT TO TRIAL BY JURY
IN ANY ACTION, SUIT, COUNTERCLAIM OR PROCEEDING ARISING OUT OF OR RELATED TO
THIS AMENDMENT.

                  [SIGNATURES WILL COMMENCE ON FOLLOWING PAGE]

                                      - 9 -

<PAGE>

         IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed under seal and delivered by their respective duly authorized
officers on the date first written above.

                                                     BORROWERS:

ATTEST:                                 TROPICAL SPORTSWEAR INT'L CORPORATION

/s/ Karen S. Castillo                   By: /s/ Robin J. Cohan
--------------------------------------      ------------------------------------
KAREN S. CASTILLO, Secretary                ROBIN J. COHAN, Executive Vice
[CORPORATE SEAL]                            President, Chief Financial Officer
                                            and Treasurer

ATTEST:                                 TROPICAL SPORTSWEAR COMPANY, INC.

/s/ Karen S. Castillo                   By: /s/ Robin J. Cohan
--------------------------------------      ------------------------------------
KAREN S. CASTILLO, Assistant Secretary      ROBIN J. COHAN, Executive Vice
[CORPORATE SEAL]                            President and Chief Financial
                                            Officer

ATTEST:                                 SAVANE INTERNATIONAL CORP.

/s/ Karen S. Castillo                   By: /s/ Robin J. Cohan
--------------------------------------      ------------------------------------
KAREN S. CASTILLO, Secretary                ROBIN J. COHAN, Executive  Vice
[CORPORATE SEAL]                            President, Chief Financial Officer
                                            and Treasurer

ATTEST:                                 APPAREL NETWORK CORPORATION

/s/ Karen S. Castillo                   By: /s/ Robin J. Cohan
--------------------------------------      ------------------------------------
KAREN S. CASTILLO, Secretary                ROBIN J. COHAN, Executive Vice
[CORPORATE SEAL]                            President, Chief Financial Officer
                                            and Treasurer

                     [SIGNATURES CONTINUE ON FOLLOWING PAGE]

                                       10

<PAGE>

ATTEST:                                 TSI BRANDS, INC.

/s/ Karen S. Castillo                   By: /s/ Robin J. Cohan
--------------------------------------      ------------------------------------
KAREN S. CASTILLO, Assistant Secretary      ROBIN J. COHAN, Executive Vice
[CORPORATE SEAL]                            President

ATTEST:                                 TSIL, INC.

/s/ Karen S. Castillo                   By: /s/ Robin J. Cohan
--------------------------------------      ------------------------------------
KAREN S. CASTILLO, Assistant Secretary      ROBIN J. COHAN, Executive Vice
[CORPORATE SEAL]                            President

ATTEST:                                 DUCK HEAD APPAREL COMPANY, LLC

/s/ Karen S. Castillo                   By: /s/ Robin J. Cohan
--------------------------------------      ------------------------------------
KAREN S. CASTILLO, Secretary                ROBIN J. COHAN, Executive Vice
[COMPANY SEAL]                              President, Chief Financial Officer
                                            and Treasurer

ATTEST:                                 DELTA MERCHANDISING, INC.

/s/ Karen S. Castillo                   By: /s/ Robin J. Cohan
--------------------------------------      ------------------------------------
KAREN S. CASTILLO, Secretary                ROBIN J. COHAN, Executive Vice
[CORPORATE SEAL]                            President, Chief Financial Officer
                                            and Treasurer

                     [SIGNATURES CONTINUE ON FOLLOWING PAGE]

                                       11

<PAGE>

                                                       LENDERS:

                                        FLEET CAPITAL CORPORATION,

                                        By: /s/ Elizabeth  Waller
                                            ------------------------------------
                                         Name: Elizabeth Waller
                                         Title: Senior Vice President

                                        WACHOVIA BANK, NATIONAL ASSOCIATION

                                        By: /s/John Trainor
                                            ------------------------------------
                                         Name: John Trainor
                                         Title: Director

                                        BANK OF AMERICA, N.A.

                                        By: /s/ John L. Anderson
                                            ------------------------------------
                                         Name: John L. Anderson
                                         Title: Vice President

                                        AGENT:

                                        FLEET CAPITAL CORPORATION,

                                        By: /s/ Elizabeth  Waller
                                            ------------------------------------
                                         Name: Elizabeth Waller
                                         Title: Senior Vice President

                                       12