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DRAWN BY AND RETURN TO:


Hunton & Williams
600 Peachtree Street
Suite 4100
Atlanta, Georgia  30308


STATE OF NEW YORK

COUNTY OF SENECA


                              FIRST MODIFICATION TO
                         MORTGAGE AND SECURITY AGREEMENT
                      (COLLATERAL IS OR INCLUDES FIXTURES)


         THIS FIRST MODIFICATION TO MORTGAGE AND SECURITY AGREEMENT made as of
the ____ day of December 1996 between RIDGEVIEW, INC., a North Carolina
corporation having a mailing address of P.O. Box 8, 2101 North Main Street,
Newton, North Carolina ("Mortgagor"), and NATIONSBANK, N.A. (SOUTH) (as
successor-by merger to NationsBank of Georgia, N.A.), a national banking
association with its principal offices in Atlanta, Georgia ("Mortgagee").

         1. The Mortgagor is party to (a) that certain Loan and Security
Agreement (Revolving Loans) dated as of January 10, 1995 between the Mortgagor
and the Mortgagee, as amended by First Amendment to Loan and Security Agreement
dated as of June 28, 1995, Second Amendment to Loan and Security Agreement dated
as of October __, 1995, Third Amendment to Loan and Security Agreement dated as
of June 11, 1996 and Fourth Amendment to Loan and Security Agreement dated as of
September 6, 1996 (as so amended, the "Revolver Agreement"), and (b) that
certain Loan and Security Agreement (Term Loan) dated as of January 10, 1995
between the Mortgagor and the Mortgagee as amended by First Amendment to Loan
and Security Agreement dated as of June 28, 1995, Second Amendment to Loan and
Security Agreement dated as of October __, 1995, Third Amendment to Loan and
Security Agreement dated as of June 11, 1996 and Fourth Amendment to Loan and
Security Agreement dated as of September 6, 1996 (as so amended, the "Term
Agreement").


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         2. As security for its obligations under the Revolver Agreement and the
Term Agreement, up to a maximum principal amount equal to $635,000, the
Mortgagor has previously executed that certain Mortgage and Security Agreement
dated as of June 28, 1995 in favor of Mortgagee, recorded at Liber 0512, Page
106, Seneca County, New York real estate records (the "Mortgage").

         3. The Mortgagor and the Mortgagee have now agreed to amend, restate
and consolidate the Revolver Agreement and the Term Agreement in the form of
that certain Amended and Restated Loan and Security Agreement dated as of
December __, 1996 (as amended, modified, supplemented or restated from time to
time, the "Loan Agreement") among the Mortgagor and certain of its subsidiaries
as borrowers and the Mortgagee as lender.

         4. In connection with the execution and delivery of the Loan Agreement,
the Mortgagor and Mortgagee have agreed to amend the Mortgage as hereinafter set
forth.

         NOW, THEREFORE, the Mortgagor and Mortgagee hereby agree as follows:

         1. The Mortgage is hereby amended as follows:

                  (a) by amending the first two introductory paragraphs in their
         entirety to read as follows:

                  THIS MORTGAGE AND SECURITY AGREEMENT made as of the 28th day
         of June 1995, as amended by a modification thereto dated as of December
         ___, 1996, between Ridgeview, Inc., a North Carolina corporation having
         a mailing address of Post Office Box 8, 2101 North Main Street, Newton,
         North Carolina ("Mortgagor"), and NationsBank, N.A. (South) (as
         successor by merger to NationsBank of Georgia, N.A.), a national
         banking association with its principal offices in Atlanta, Georgia
         ("Mortgagee").

                  1. Mortgagor owns one hundred percent (100%) of the stock of
         Seneca Knitting Mills Corporation. GPM Corporation, a wholly-owned
         subsidiary of Seneca Knitting Mills Corporation (the "Guarantor"), has
         entered into a Mortgage and Security Agreement dated as of June 28,
         1995, as amended by a modification thereto dated as of December __,
         1996, with the Mortgagee (as so amended, the "GPM Mortgage"). The GPM
         Mortgage secures the obligations and duties of the Guarantor under that
         certain Subsidiary Guaranty dated as of June 28, 1995 (the "Guaranty"),
         which Guaranty secures up to $635,000 of the indebtedness of Mortgagor
         secured by this Mortgage.

                  2. By amending the first paragraph following the phrase
         "WITNESSETH:" in its entirety to read as follows:



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                           To secure the payment of the indebtedness of the
                  Mortgagor to the Mortgagee up to a maximum principal sum of
                  FOURTEEN MILLION AND NO/100 DOLLARS ($14,000,000.00) lawful
                  money of the United States of America, to be paid with
                  interest and evidenced by promissory notes executed by the
                  Mortgagor in favor of the Mortgagee (such promissory notes and
                  all amendments, modifications, renewals or replacements
                  thereof being referred to collectively as the "Note"), issued
                  under that certain Amended and Restated Loan and Security
                  Agreement dated as of December __, 1996 between the Mortgagor
                  and certain of its subsidiaries as borrowers and the Mortgagee
                  as lender, as the same may be amended, modified, supplemented
                  or restated from time to time (said indebtedness, interest and
                  all other sums that may or shall become due hereunder being
                  hereinafter referred to collectively as the "Debt") and for
                  other good and valuable consideration, the receipt and
                  sufficiency of which are hereby acknowledged, Mortgagor has
                  mortgaged, granted, conveyed, hypothecated and assigned, and
                  by these presents does mortgage, grant a security interest in,
                  grant, hypothecate, convey and assign unto Mortgagee all
                  right, title and interest of Mortgagor in and to the property
                  described in Schedule A attached hereto (hereinafter referred
                  to as the "Premises") and the buildings and improvements now
                  or hereafter located thereon (hereinafter referred to as the
                  "Improvements");

                  3. Except as hereby modified, the terms and conditions of the
         Mortgage, including, without limitation, any exhibits thereto, shall
         remain in full force and effect. The parties hereto do not intend this
         Modification or the transactions contemplated hereby to be, and this
         Modification and the transactions contemplated hereby shall not be
         construed to be, a novation of any of the Debt, including, without
         limitation, under the Note as defined in the Mortgage. Further, the
         parties do not intend this Modification or the transactions
         contemplated hereby to affect the priority of any of the Mortgagee's
         liens in any collateral securing the Debt in any way including, but not
         limited to, the liens, security interests and encumbrances created by
         the Mortgage.

                  4. This Modification shall be deemed to be a contract under,
         and for all purposes construed in accordance with the internal laws and
         judicial decisions of, the State of New York.



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         IN WITNESS WHEREOF, the undersigned Mortgagor and Mortgagee have duly
executed this Modification as of the day and year first above written.



                                          RIDGEVIEW, INC., a North Carolina
                                          corporation


                                          By:___________________________
                                             Hugh R. Gaither
                                             President



                                          NATIONSBANK, N.A. (SOUTH)


                                          By:___________________________
                                             Scott K. Goldstein
                                             Vice President




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STATE OF ___________________

COUNTY OF __________________

         On this ____ day of December 1996, before me personally came Hugh R.
Gaither, to me known, who, being by me duly sworn, did depose and say that he
resides in North Carolina, that he is the President of Ridgeview, Inc., a North
Carolina corporation, the corporation described in and which executed the
foregoing instrument, and he signed his name thereto by order of the Board of
Directors of said corporation.


                                                  ---------------------------
                                                         Notary Public


[NOTARIAL SEAL]

My commission expires:  _______________



STATE OF ___________________

COUNTY OF __________________

         On this ____ day of December 1996, before me personally came Scott K.
Goldstein, to me known, who, being by my duly sworn, did depose and say that he
resides in Georgia, that he is a Vice President of NationsBank, N.A. (South), a
national banking association, the national banking association described in and
which executed the foregoing instrument, and he signed his name thereto by order
of said national banking association.



                                                  ---------------------------
                                                          Notary Public


[NOTARIAL SEAL]

My commission expires:  _______________






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