EXHIBIT 10.14

                              EMPLOYMENT AGREEMENT


         THIS EMPLOYMENT AGREEMENT (this "Agreement") is entered into as of July
1,  1999,  the  Effective  Date (as  herein  defined)  by and  between  Tropical
Sportswear Int'l Corporation, a Florida corporation (the "Company"), and Gregory
L. Williams (the "Employee").


                                    RECITALS:

         In entering  into this  Agreement,  the Company  desires to provide the
Employee with substantial incentives to serve the Company without distraction or
concern over minimum compensation,  benefits or tenure; to develop and implement
the Company's business plan and thereafter  managing the Company's future growth
and development and maximizing the returns to the Company's stockholders.

         NOW,  THEREFORE,  in  consideration  of the  foregoing  and the  mutual
provisions contained herein, and for other good and valuable consideration,  the
parties hereto agree with each other as follows:


1.       CERTAIN DEFINITIONS

         A.           Certain  Definitions.  As used herein, the following terms
have the meanings assigned to them below:


           "Annual Cash Bonus" is the cash bonus  determined by the Compensation
Committee of the Board of Directors.

           "Annual Cash  Compensation" of the Employee for any Compensation Year
means the sum of the Base  Salary and Annual Cash Bonus  earned by the  Employee
during that Compensation Year, including all amounts deferred at the election of
the Employee pursuant to a Compensation Plan intended to qualify as a plan under
Section 401(k) of the Code or otherwise.  If salary or bonus is paid in whole or
in part in  property  other than cash (such as Common  Stock) the amount so paid
shall be the fair market value thereof on the date of payment.

           "Average  Annual Bonus" is the average  (mean) of the annual  bonuses
earned by Employee during the three year period  preceding the Termination  Date
(including  any  Compensation  Years that precede the  Effective  Date).  If any
annual  bonus  was to be paid in whole or in part in  property  other  than cash
(such as Common  Stock) the amount so earned and  included  for purposes of this
calculation  shall  be the  fair  market  value  thereof  on the  date  for  the
determination  of such fair market value that is specified in the agreement that
such  payment  be so paid,  and if no such date is  therein  specified  for such
determination,  then on the  date of such  agreement,  and,  if there is no such
agreement, then on the date of payment.

           "Average Annual Compensation" means the sum of the Employee's Average
Base Salary and the Average Annual Bonus.

           "Average  Base  Salary" is the  average  (mean) of the base  salaries
earned by the Employee  during the three year period  preceding the  Termination
Date.  If any base salary was to be paid in whole or in part in  property  other
than cash (such as Common  Stock) the amount so earned and included for purposes
of this calculation and included for purposes of this  calculation  shall be the
fair  market  value  thereof on the date for  determination  of such fair market
value that is specified in the agreement that such payment be so paid, and if no
such date is therein specified for such determination,  then on the date of such
agreement, and, if there is no such agreement, then on the date of payment.

           "Base Salary" means the minimum  annual salary payable by the Company
to the Employee pursuant to Section 4(A).

           "Board" means herein the Board of Directors of the Company.

           "Business  Reason" for the Company's  termination  of the  Employee's
Employment means any reason other than Cause, Death, Disability or Retirement.

           "Business Reason Termination  Payment"  means  an amount equal to the
Employee's  Average Annual  Compensation  calculated as of the  Termination Date
divided  by twelve and  multiplied  by twenty-four.

           "Cause" for the Company's  termination of the  Employee's  Employment
means:

     (a) the Employee's conviction of a felony; or

     (b) the Employee'  engaging in misconduct which has caused or is reasonably
likely to cause substantial or irreparable injury to the Company; or

     (c) the Employee's  failure to perform his duties and  responsibilities  in
accordance  with the  provisions of this  Agreement,  after  reasonable  written
notice and opportunity to cure.

           "Common Stock" means the common stock of the Company.

           "Company" means

     (a) Tropical Sportswear Int'l Corporation,  a Florida corporation,  and any
successor thereto;

     (b) any Person that assumes the obligations of "the Company" hereunder,  by
operation of law, pursuant to Section 7 (I) or otherwise.

           "Compensation Plan" means any compensation arrangement, plan, policy,
practice or program  established,  maintained or sponsored by the Company or any
subsidiary  of the  Company,  or to which the Company or any  subsidiary  of the
Company contributes, on behalf Employee, excluding any compensation arrangement,
plan,  policy,  practice  or program to the extent it  provides  for annual Base
Salary or Annual Cash Bonus.

           "Compensation Year" means the fiscal year of the Company.

           "Confidential  Information" means, with respect to the Company or any
subsidiary  of  the  Company,   all  trade   secrets  and  other   confidential,
non-public/proprietary information of that Person, including information derived
from reports,  investigations,  research, work in progress, codes, marketing and
sale programs, customer lists, records of customer service requirements, capital
expenditure  projects,  cost summaries,  pricing  formulae,  contract  analyses,
financial information,  projections,  confidential filings with any governmental
authority  and all other  confidential,  nonpublic  concepts,  methods  of doing
business, materials or information prepared or performed for, by or on behalf of
that Person.

           "Disability"  of the Employee means the Employee has been  determined
(which determination shall be final and binding on all Persons,  absent manifest
error),  as a result of a physical or mental  illness or personal  injury he has
incurred  (including illness or injury resulting from any substance abuse), by a
physician, selected by the Company, to be unable to perform, at the time of that
determination   and,  in  all  reasonable   medical   likelihood,   indefinitely
thereafter,  the  normal  duties  then  most  recently  assigned,  under  and in
accordance with the terms hereof, to the Employee.

           "Effective Date" means July 1, 1999.

           "ERISA" means the Employee Retirement Income Security Act of 1974.


           "Employment" means the employment of the Employee by the Company or a
subsidiary of the Company hereunder.


           "Exchange Act" means the Securities Exchange Act of 1934.


           "Good Reason" for the Employee's  termination of his Employment means
any of the  following  that occurs,  and which has not been cured by the Company
after receipt of such notice of Good Reason from the Employee:

     (a) material  violation or breach by the Company of this  Agreement,  which
the  Company  fails to cure within  forty-five  (45) days of  receiving  written
notice from Employee of such alleged violation or breach; or

     (b)  the  Company's  taking  of any  action  that  is the  equivalent  of a
constructive  discharge,  which the Company fails to cure within forty-five (45)
days of receiving  written  notice from  Employee of such  alleged  constructive
discharge.

           "Good Reason Payment" means an amount equal to the Employee's Average
Annual Compensation calculated as of the Termination Date divided  by twelve and
multiplied by twenty-four.

           "Incentive Plan" means any compensation  arrangement,  plan,  policy,
practice  or  program,  other than the Base  Salary  and the  Annual  Cash Bonus
provisions  of this  Agreement,  established,  maintained  or  sponsored  by the
Company  or any  subsidiary  of the  Company,  or to which  the  Company  or any
subsidiary  of the  Company  contributes,  and  which  provides  for  awards  of
securities or the phantom equivalent of securities,  including any stock option,
stock  appreciation  right and  restricted  stock plan,  but  excluding any plan
intended to qualify as a plan under any one or more of Sections 401 (a),  401(k)
or 423 of the Code.

           "Nonterminating Party" means the Employee or the Company, as the case
may be, to which the Terminating Party delivers a Notice of Termination.

           "Notice  of  Termination"  to or from the  Employee  means a  written
notice that:

     (a) to the extent applicable, sets forth in reasonable detail the facts and
circumstances  claimed  to  provide a basis for  termination  of the  Employee's
Employment, and if the Termination Date is other than the date of receipt of the
notice,

     (b) sets forth that Termination Date.

           "Person" means any natural person, sole proprietorship,  corporation,
partnership  of any kind  having a  separate  legal  status,  limited  liability
company,  business trust,  unincorporated  organization  or association,  mutual
company,  joint stock company,  joint venture,  estate, trust, union or employee
organization or governmental authority.

"Publicly Traded" with respect to shares of stock of a company means traded on a
national securities exchange or listed for quotation on NASDAQ.

           "Retirement"  of the  Employee  means  the  Employee  terminates  his
Employment on or after the date he has attained age 65.

           "Securities Act" means the Securities Act of 1933.

           "Terminating  Party" means the  Employee or the Company,  as the case
may be, who or which  terminates the Employee's  Employment by means of a Notice
of Termination.

           "Termination Date" means:

     (a) if the  Employee's  Employment  is terminated by the Company for Cause,
the date the Employee receives the Company's Notice of Termination for Cause;

     (b) if the Employee's  Employment is terminated by reason of the Employee's
death or Retirement, the date of that death or Retirement;

     (c) if the Employee's  Employment is terminated by reason of the Employee's
disability,  thirty (30) days from the date that  Employer or Employee  receives
the Notice of Termination;

     (d) if the  Employee's  Employment is terminated by Employer for a Business
Reason,  not less than  three (3) and not more than  sixty  (60) days  after the
Employee receives the Notice of Termination, as determined by the Company in its
sole discretion;

     (e) if the Employee's Employment is terminated by Employee for Good Reason,
the date  specified by Employee  that shall be within ninety (90) days after the
facts and  circumstances  constituting the Good Reason first exist and are known
to the  Employee  and after the forty- five (45) day notice and  opportunity  to
cure period set forth in Section 5 of this Agreement;

     (f) if the  Employee's  Employment is  terminated by Employee  without Good
Reason,  the date  specified by Employer in its sole  discretion,  provided that
such date shall not be sooner  than the third  business  day after the  Employer
received the applicable Notice of Termination nor later than the sixtieth (60th)
day after such notice.

         B.           Other Definitional Provisions.

     (i) Except as otherwise  specified  herein,  all  references  herein to any
statute  defined  or  referred  to  herein,  including  the Code,  ERISA and the
Exchange  Act,  shall be deemed  references  to that  statute  or any  successor
statute,  as the same may have been or may be amended or supplemented  from time
to time, and any rules or regulations promulgated thereunder.

     (ii)  When  used  in this  Agreement,  the  words  "herein,"  "hereof"  and
"hereunder" and words of similar import shall refer to this Agreement as a whole
and not to any provision of this Agreement,  and the word "Section"  refers to a
Section of this Agreement unless otherwise specified.

     (iii) Whenever the context so requires,  the singular  number  includes the
plural and vice versa,  and a reference to one gender includes each other gender
and the neuter.

     (iv)  The  word  "including"  (and,  with  correlative  meaning,  the  word
"include") means  including,  without limiting the generality of any description
preceding such word,  and the words "shall" and "will" are used  interchangeably
and have the same meaning.


2.       EMPLOYMENT

A. On the terms  and  subject  to the  conditions  hereinafter  set  forth,  and
beginning as of the  Effective  Date,  the Company  shall employ the Employee as
Executive  Vice  President  and General  Counsel of the Company and the Employee
will serve in the Company's  employ in that position.  The Employee shall report
directly to the CEO and the CFO. The Employee shall perform such duties and have
such powers, authority,  functions,  duties and responsibilities for the Company
and corporations  affiliated with the Company as are commensurate and consistent
with  such  office.  The  Employee  also  shall  have  such  additional  powers,
authority,  functions,  duties and responsibilities as may be assigned to him by
the Chairman of the Board.

B. The  Employee  shall not,  at any time during the  Employment,  engage in any
other activities  unless these  activities do not interfere  materially with the
Employee's duties and responsibilities for the Company at that time, except that
the Employee shall be entitled, as provided in Section 6.

     (a) to continue  with such  activities as the Employee has carried on prior
to the Effective Date,  including  making and managing his personal  investments
and  participating in other business,  church or civic activities  provided that
such activities do not include a beneficial  ownership interest in a competitor,
supplier  or  customer of the  Company  other than an  investment  in a publicly
traded  company of which  Employee  is not an  employee,  officer,  director  or
partner  that does not  exceed  5% of the  outstanding  voting  shares of voting
stock.

     (b) to serve on civic  boards,  non-profit  boards,  charitable  boards  or
committees and trade associations or similar boards or committees.

     (c) to serve on  for-profit  business  boards of  directors  if  Employer's
consent shall have been obtained.


3.       TERM OF EMPLOYMENT


         Subject to the  provisions  of  Section  5, the term of the  Employee's
Employment shall be for period of twenty-four months commencing on the Effective
Date and  automatically  renewing  each day  thereafter  for an  additional  day
without  any  further  action  by the  Company  or the  Employee,  it being  the
intention of the parties that from the  Effective  Date and each day  thereafter
there  shall be a  continuously  remaining  term of  twenty-four  months  of the
Employee's  Employment.  In the event that Employee's Employment hereunder shall
not have otherwise been  terminated,  such Employment shall terminate at the end
of the Compensation Year in which Employee reaches age 65.


4.       COMPENSATION


         A. Base  Salary.  A Base Salary shall be payable to the Employee by the
Company as a guaranteed  minimum annual amount  hereunder for each  Compensation
Year during the period from the Effective  Date to the  Termination  Date.  That
Base Salary  shall be payable in the  intervals  consistent  with the  Company's
normal payroll  schedules (but in no event less frequently  than  semi-monthly),
shall be payable initially at the annual rate of $300,000 and shall be increased
(but not decreased)  effective on the first day of each subsequent  Compensation
Year, by the greater of the same percentage increase (if any) in the CPI for the
twelve (12) month period  immediately  preceding such anniversary or such amount
that the Compensation Committee of the Board shall determine.


         B. Annual Cash Bonus.  The Annual Cash Bonus shall be determined by the
Compensation  Committee of the Board effective the end of the Compensation Year.
(The first such calculation will be made as of October 3, 1999, the first fiscal
year end of the Company after the Effective  Date.) The parties  anticipate that
the  probable  range  of the  Annual  Cash  Bonus  will be up to 80% of the Base
Salary.  The Annual Cash Bonus shall be paid to the Employee  within one hundred
and eighty (180) days following each Compensation Year.


         C. Other  Compensation.  To the extent  authorized by the  Compensation
Committee of the Board,  the Employee  shall also be entitled to  participate in
any additional Compensation Plans from time to time in effect during the term of
this Agreement.  All awards to the Employee under all Incentive Plans shall take
into account the Employee's  positions with and duties and  responsibilities  to
the Company and its subsidiaries.


5.       TERMINATION, DISABILITY AND DEATH


         A.           Termination of Employment by the Company.

     (i) The Company shall be entitled to terminate the Employee's Employment

             (a) at any time for Cause, or

             (b) at any time for any Business Reason.

     (ii) The Company's  termination of the Employee's Employment for Cause will
be effective on the date the Company  delivers a Notice of Termination for Cause
to the Employee pursuant to this Section, while the Company's termination of the
Employee's  Employment  for a Business  Reason will be  effective  not less than
three  (3)  business  days and not more than  sixty  (60) days from the date the
Company  delivers a Notice of Termination  for a Business Reason to the Employee
pursuant to this Section  5(A)(i).  Between the time that the Company delivers a
Notice of  Termination  For a  Business  Reason and the  effective  date of such
termination,  Employee  shall  continue  to  receive  all  of the  payments  and
consideration provided for in this Agreement.

     (iii) If the Company  terminates the Employee's  Employment for Cause,  the
Company promptly  thereafter,  and in any event within thirty (30) business days
thereafter,  shall pay the Employee,  without right of set off or  counterclaim,
his Base  Salary to and  including  the  Termination  Date and the amount of all
compensation  previously  deferred by the  Employee  (together  with any accrued
interest or earnings thereon),  in each case to the extent not theretofore paid,
and,  when that  payment  is made,  the  Company  shall have no further or other
obligations  hereunder to the Employee,  notwithstanding  any other provision of
this Agreement.

     (iv) If the Company  terminates  the  Employee's  Employment for a Business
Reason, the Company shall promptly thereafter,  and in any event within five (5)
business days of the  Termination  Date, pay the Employee,  without right of set
off or  counterclaim,  his current Base Salary to and including the  Termination
Date and the amount of all compensation  previously deferred by the Employee, if
any,  (together with any accrued interest or earnings thereon) together with the
Business Reason Termination  Payment, in each case to the extent not theretofore
paid, and, when all such payments are made, the Company shall have no further or
other obligations hereunder to the Employee, notwithstanding any other provision
of this Agreement.

                  B.         Termination of Employment by the Employee.

     (i) The Employee shall be entitled to terminate the Employment:

     (a) For Good  Reason.  The  Employee  shall be  entitled to  terminate  his
Employment for a Good Reason at any time within ninety (90) days after the facts
or circumstances  constituting that Good Reason first exist and are known to the
Employee;  provided that at least forty-five (45) days prior to such termination
the Employee has notified  Employer in writing that Employee  believes that Good
Reason  exists  and sets  forth in  reasonable  detail  the basis  therefor  and
Employer  fails to cure within such  period.  Such  termination  for Good Reason
shall be effective on the  applicable  Termination  Date.  In the event that the
Employee  properly  terminates his  Employment for Good Reason,  the Good Reason
Payment shall become due and payable to the  Employee,  without right of set off
or counterclaim, upon the Date of Termination.

     (b)  Without  Good  Reason The  Employee's  termination  of his  Employment
without  Good  Reason and other than for  Disability  will be  effective  on the
applicable  Termination Date. If the Employee  terminates his Employment Without
Good  Reason  and  other  than for  Disability,  the  Company  shall  pay to the
Employee,  in a cash  lump sum  within  thirty  (30)  business  days  after  the
Termination Date, the amount equal to the sum of:

     (i) the portion of the Base Salary to and  including the  Termination  Date
which has not yet been paid, and

     (ii)  all  compensation  previously  deferred  by  the  Employee,  if  any,
(together with any accrued interest and earnings thereon) which has not yet been
paid.


         C.  Termination  by  Reason  of  Disability.  During  the  term of this
Agreement (the "policy  period") the Company shall maintain,  at its expense,  a
long-term  individual  disability plan for Employee.  If the Employee incurs any
Disability  during the policy  period,  either the  Employee  or the Company may
terminate the Employee's Employment.  If the Employee's Employment is terminated
by reason of the  Employee's  Disability  termination  shall be effective on the
applicable Termination Date.


         D. Termination of Employment by Death. The Employee's  Employment shall
automatically  terminate  upon the  death  of the  Employee.  If the  Employee's
Employment is terminated by reason of the  Employee's  death,  the Company shall
pay to the Person the Employee has designated in a written  notice  delivered to
the  Company as his  beneficiary  entitled  to such  payment,  if any, or to the
Employee's  estate,  as  applicable,  in a cash lump sum within thirty (30) days
after the Termination Date, the amount equal to the sum of

     (i) the  portion of the Base  Salary  through the end of the month in which
the Termination Date occurs which has not yet been paid,

     (ii)  all  compensation  previously  deferred  by  the  Employee,  if  any,
(together with any accrued interest or earnings  thereon) which has not yet been
paid,

(iii)      any accrued but unpaid vacation pay, and


     E. Return of Property. On termination of the Employee's Employment, however
brought about, the Employee (or his representatives)  shall promptly deliver and
return to the Company all the Company's  property  that is in the  possession or
under the control of the Employee.


     F. Stock  Options.  Notwithstanding  any provision of this Agreement to the
contrary:

     (i)  Employee  shall  receive  stock  options  for  15,000  shares  of  the
Employer's common stock, as of July 15, 1999;

     (ii) except in the case of a termination of the  Employee's  Employment for
Cause, all stock options previously granted to the Employee under this agreement
and any Incentive  Plans that have not been exercised and are  outstanding as of
the time immediately  prior to the Termination Date shall,  notwithstanding  any
contrary  provision of any applicable  Incentive Plan,  remain  outstanding (and
continue  to  become  exercisable  pursuant  to their  respective  terms)  until
exercised or the expiration of their term, whichever is earlier; and

     (iii) in the case of a termination of the Employee's  Employment for Cause,
all stock options  previously  granted to Employee  under this agreement and any
Incentive  Plans that have not been exercised and are outstanding as of the time
immediately  prior to the Termination Date shall,  notwithstanding  any contrary
provision of any applicable  Incentive Plan, remain  outstanding and continue to
be  exercisable  until  exercised  or the date that is ten (10)  days  after the
Termination Date, whichever is earlier.


6.       OTHER EMPLOYEE RIGHTS


     A. Fringe Benefits. During the term of this Agreement, Employee is entitled
to the same level of fringe benefits specified herein or, if more generous,  the
level of fringe benefits hereafter provided to employees of comparable  position
in the  Company,  including  but not  limited to a minimum of four weeks of paid
vacation,  a company car for business and personal use, club membership,  health
insurance,   dental  insurance,   malpractice  insurance,  errors  and  omission
insurance,  disability  insurance,  and life  insurance  of $1.0  million  and a
cellular phone.

         B. Business Expenses.  The Employee is authorized to incur, and will be
entitled to receive  reimbursement for, all reasonable  expenses incurred by the
Employee  in  performing  his  duties  and  carrying  out  his  responsibilities
hereunder,  provided that the Employee  complies with the  applicable  policies,
practices and  procedures of the Company  relating to the  submission of expense
reports,  receipts or similar documentation of those expenses. The Company shall
either pay directly or promptly  reimburse the Employee for such expenses  after
submission to the Company.

         C.  Continuing  Legal  Education.  The Company  recognizes the value of
Employee's   continuing  legal  education  and  encourages  such.   Employee  is
authorized to attend  continuing  legal education (which shall not be considered
vacation time) and agrees to reimburse Employee's costs (including travel costs)
associated  with attending  professional  seminars for the purpose of continuing
legal education, subject to CEO approval.

     D.  Support.  Employee  shall be provided by the Company with office space,
furnishings,  and facilities,  secretarial and administrative  assistance (which
may  be  performed  by  a  paralegal),  supplies  and  other  support  equipment
(including a computer, facsimile machine and photocopier).

     E. No Forced  Relocation.  The  Employee  shall not be required to move his
principal place of residence from the central Florida area or to perform regular
duties that could reasonably be expected to require either such move against his
wish or to spend  amounts of time each week  outside  the central  Florida  area
which are  unreasonable  in relation to the duties and  responsibilities  of the
Employee hereunder,  and the Company agrees that, if it requests the Employee to
make such a move and the Employee  declines that request,  (i) that  declination
shall not constitute any basis for a  determination  that cause for  termination
exists and (ii) no animosity or prejudice will be held against Employee.

     F. Home  Office.  To the  extent  that  Employee  perform  his  duties  and
responsibilities  out of his home  office,  Employee  shall  continue to receive
support  and  reimbursement  for the costs of such home  office,  including  any
required computer equipment, telephone, and related supplies.

         G. Outside Interests.  It is understood that Employee has (and may have
additional  future)  ownership  interests  in other  businesses  and  that  such
interests  require  attention  during normal business  hours.  Employee shall be
entitled  to attend  to such  interests  on one  business  day per week,  in the
Employee's  discretion.  The fact that Employee receives  compensation from such
businesses  (in the form of wages or  otherwise) is hereby  acknowledged  by the
parties.  It is also agreed that Employee may continue to be nominally  employed
by Mechanic,  Nuccio,  Bentley and  Williams,  P.A. for purposes of a transition
period,  if  such  continuing  employment  is the  most  cost  effective  way to
effectuate  malpractice insurance "tail coverage" and it is otherwise acceptable
to the law firm.


7.       GENERAL PROVISIONS

         A. Confidentiality The Employee shall not divulge or communicate to any
person (except in performing his duties under this Agreement) or use for his own
purposes Confidential Information which is not generally known to the public and
shall use his best efforts to prevent the publication or disclosure by and other
person of any such Confidential Information.  Information shall be deemed not to
be  Confidential  Information  if it has become  known to the  public  generally
through  no act or  fault of the  Employer.  All  documents  and  objects  made,
compiled,  received or held or used by Employee in connection  with the business
of the Company during the employment shall be and remain the Company's property.

         B.  Non-Competition  The  Employee  agrees  that,  except as  otherwise
provided  herein,  during the Employment and for a period of twenty-four  months
after the applicable  Termination Date Employee will not directly or indirectly,
whether or not for compensation and whether or not as an employee, be engaged in
or have any  impermissible  financial  interest in any business  that is in fact
competing with the Company on the Termination Date (a "competing business"). For
purposes  of this  Agreement,  the  Employee  shall be deemed to be engaged in a
competing business if the business,  in fact,  competes with the Company, or any
controlled  Affiliate,  on the Termination  Date and if Employee is an employee,
officer,  director,  partner or consultant of such  competing  business or has a
impermissible  financial interest therein.  Employee shall not be deemed to have
an impermissible financial interest in any competing publicly traded business so
long as Employee owns less than five percent (5%) of the any class of securities
of such  publicly  traded  company  and is not an  officer,  director,  partner,
employee or consultant thereto.

         C.  Non-Solicitation The Employee agrees that during the Employment and
for a period of twenty-four months after the Date of Termination, Employee shall
not,  employ any person who was employed by the Company or any of its controlled
Affiliates on the Termination  Date, or induce such Person to accept  employment
other than with the Company or its subsidiaries.

         D.  Injunctive  Relief  The  Employee  recognizes  that a breach of his
obligations  under this paragraphs (A) through (C) above would cause irreparable
harm to the  Company  and,  provided  that as a  pre-condition  the  Company has
previously  tendered all sums that are due and payable to the Employee under the
terms of this  Agreement,  the  Company  shall be entitled  to  preliminary  and
permanent injunctions enjoining violation as a non-exclusive remedy.

     E.  Severability  If any one or more of the  provisions  of this  Agreement
shall,  for any  reason,  be held or  found  by  final  judgment  of a court  of
competent jurisdiction to be invalid, illegal or unenforceable in any respect,

     (i) such invalidity,  illegality or  unenforceability  shall not affect any
other provisions of this Agreement,

     (ii) this  Agreement  shall be  construed  as if such  invalid,  illegal or
unenforceable provision had never been contained herein (except that this clause
(ii) shall not prohibit any modification allowed under Section 7(B)) and

     (iii) if the  effect of a holding  or finding  that any such  provision  is
invalid,  illegal or  unenforceable  is to modify to the  Employee's  detriment,
reduce or eliminate any compensation, reimbursement, payment, allowance or other
benefit to the Employee  intended by the Company and  Employee in entering  into
this  Agreement,  the Company  shall,  within thirty (30) days after the date of
such finding or holding,  negotiate  and  expeditiously  enter into an agreement
with the Employee which contains alternative  provisions  (reasonably acceptable
to the  Employee  and the  Company)  that will  restore to the  Employee (to the
extent lawfully  permissible)  substantially the same economic,  substantive and
income tax benefits  and legal  rights the Employee  would have enjoyed had such
provision been upheld as legal, valid and enforceable; and

     (iv) if any provision of this Agreement or portion  hereof is so broad,  in
scope or duration,  as to be  unenforceable,  such provision or portions thereof
shall be interpreted to be only so broad as to be legal, valid and enforceable.

         F.  Nonexclusivity of Rights.  Nothing herein shall prevent or last the
Employee's  continuing or future participation in any Compensation Plan or limit
or  otherwise  affect  such  rights  as the  Employee  may have  under any other
contract or agreement  with the Company.  Vested  benefits and other  amounts to
which the Employee is or becomes entitled to receive under any Compensation Plan
on or after the  Termination  Date  shall be  payable  in  accordance  with that
Compensation Plan, except as expressly modified hereby.

         G. Full  Settlement.  The  Company's  obligations  to make the payments
provided for in, and otherwise to perform its  undertakings  in, this  Agreement
shall not be affected by any right of set-off, counterclaim, recoupment, defense
or other  action,  claim or right the Company may have  against the  Employee or
others.  In no event shall the Employee be obligated to seek other employment or
take any  other  action  by way of  mitigation  of the  amounts  payable  to the
Employee  under any  provision  hereof,  and those amounts shall not be reduced,
regardless  of  whether  the  Employee   obtains  other  employment  or  becomes
self-employed.

         H.            Successors.

     (i) This  Agreement  is personal  to the  Employee  and,  without the prior
written  consent of the Company,  is not assignable or delegable by the Employee
otherwise  than  by  transfer  of  rights  by will or the  laws of  descent  and
distribution.

     (ii) This  Agreement  shall inure to the benefit of and be binding upon the
Company and its  successors  and assigns and this  Agreement  shall inure to the
benefit and be  enforceable by the Employee's  legal  representatives  acting in
their capacities as such pursuant to applicable law.

     I.  Amendments;  Waivers.  This  Agreement  may not be amended or  modified
except by a written  agreement  executed and delivered by the parties  hereto or
their respective successors or legal representatives  acting in their capacities
as such pursuant to applicable law.

     J. Notices. All notices and other communications under this Agreement shall
be in writing and shall be given by hand  delivery or by registered or certified
mail, return receipt  requested,  postage prepaid,  addressed to the appropriate
Person at the address of such  Person get forth below (or at such other  address
as such Person may designate by written notice to each other party in accordance
herewith):

                      (i)  if to the Employee, addressed as follows:

                                    Gregory L. Williams
                                    3108 Prospect Road
                                    Tampa, FL  33629

                     (ii)       if to the Company, addressed as follows:

                                    Tropical Sportswear Int'l Corporation
                                    4902 West Waters Avenue
                                    Tampa, FL  33634
                                    Attn:  Michael Kagan


     K. No Waiver.  The  failure of the  Company  or the  Employee  to insist on
strict  compliance  with any  provision  of, or to assert any right under,  this
Agreement  (including  the right of the  Employee or the right of the Company to
terminate  the  Employment  for Good Reason shall not be deemed a waiver of that
provision or of any other provision of or right under this Agreement.

     L.  Governing  Law. This  Agreement  shall be governed by, and construed in
accordance  with,  the laws of the State of Florida,  without  reference  to any
principles of conflicts of laws.

     M. Jurisdiction and Venue. The Company and the Employee irrevocably consent
with respect to any action,  suit or other legal proceeding  pertaining directly
to  this  Agreement  or to  the  interpretation  or  enforcement  of  any of the
Company's or the Employee's  right  hereunder to service of process in the State
of  Florida  and hereby  waives  any right to contest or oppose  receipt of such
service of process  in Florida  provided  such  Person  actually  received  such
process by mail or electronic communication.

     (i) agrees  that any such  action,  suit or other legal  proceeding  may be
brought in Hillsborough County, Florida; and

     (ii) consents to the  jurisdiction of any appropriate  court in such county
in any such action, suit or other legal proceeding and

     (iii)  waives any  objection it may have to the laying of venue of any such
action, suit or other legal proceeding in any of such courts.

     N. Headings.  The headings of Sections and subsections  hereof are included
solely  for  convenience  of  reference  and shall not  control  the  meaning or
interpretation of any of the provisions of this Agreement.

     O.  Publicity  The  Employee  shall not make or publish,  without the prior
written consent of the other, any written or oral statement concerning the terms
of the Employee's  employment  relationship  with the Company and will not, if a
Notice of  Termination  is given by either the Company or the  Employee  for any
reason,  publish or cause to be published any statement concerning the Company's
relationship with the Employee or the Employee's  relationship with the Company,
including  Employee's  work-related  performance or the reasons or basis for the
giving of that Notice of Termination.

     P. Tax Withholding. Notwithstanding any other provision hereof, the Company
may withhold  from amounts  payable  hereunder  all  Federal,  state,  local and
foreign  taxes  that  are  required  to  be  withheld  by  applicable   laws  or
regulations.

     Q. Entire Agreement. The Company and the Employee agree that this Agreement
supersedes  all prior written and oral  agreements  between them with respect to
the  employment  of the  Employee  by the  Company,  but  has no  effect  on any
Compensation  Plan in which the Employee was participate  prior to the Effective
Date.


8.       LITIGATION COSTS

         In the event of litigation  over the terms or breach of this Agreement,
the prevailing party shall be entitled to recover litigation costs and attorneys
fees from the non-prevailing party.

9.       INDEMNIFICATION

         The Employee  shall be indemnified by the Company to the maximum extent
permitted by the law of Florida, the state of the Company's  incorporation,  and
the law of the state of  incorporation of any subsidiary of the Company of which
the  Employee  is a director  or an officer or  employee,  as the same may be in
effect from time to time.

10.        DISCLOSURE

         The parties  acknowledge that neither Gregory L. Williams nor any other
attorney with the law firm of Mechanik, Nuccio,  Smith & Williams, P. A. has
provided legal advice to Employer in connection with this  agreement.  Moreover,
Employer  acknowledges  that the terms of this agreement are fair and reasonable
and the Employer  has been given  reasonable  opportunity  to seek the advice of
independent counsel.

         IN WITNESS  WHEREOF,  the parties  have  executed  and  delivered  this
Agreement as of the day and year indicated above.


TROPICAL SPORTSWEAR INT'L                  EMPLOYEE


 CORPORATION


By:   /s/ Michael Kagan                    /s/ Gregory L. Williams
Its:   Executive Vice President            GREGORY L. WILLIAMS