EXHIBIT 10(c)

                              STANDSTILL AGREEMENT

                  THIS  STANDSTILL  AGREEMENT  (the  "Agreement")  is  made  and
entered  into as of the 22nd day of  August,  1997,  by and  between  BIG  SMITH
BRANDS, INC. (formerly known as Gemini Marketing  Associates,  Inc.), a Delaware
corporation  ("Borrower")  and  MERCANTILE  BUSINESS  CREDIT,  INC.,  a Missouri
corporation ("Lender").

                                   WITNESSETH:

                  WHEREAS,  Borrower is presently in default  under that certain
Loan and  Security  Agreement  dated June 25,  1992,  as amended by that certain
First Amendment to Loan and Security Agreement dated June 14, 1993, that certain
Second  Amendment to Loan and Security  Agreement  dated December 23, 1993, that
certain Third Amendment to Loan and Security Agreement dated April 4, 1994, that
certain Fourth Amendment to Loan and Security  Agreement dated as of October 14,
1994,  that certain Fifth  Amendment to Loan and Security  Agreement dated as of
November 4, 1994,  that certain Sixth  Amendment to Loan and Security  Agreement
dated as of December  15,  1994,  which  Sixth  Amendment  was  modified by that
certain letter agreement dated February 3, 1995, that certain Seventh  Amendment
to Loan  and  Security  Agreement  dated  June 30,  1995,  that  certain  Eighth
Amendment  to Loan and  Security  Agreement  dated May 28,  1996,  that  certain
default letter dated December 4, 1996,  that certain  default letter dated April
24, 1997 and that certain default letter dated July 18, 1997 (as so amended, the
"Loan Agreement"; and

                  WHEREAS,  as of the close of business on August 21, 1997,  the
total  indebtedness  owing by Borrower  to Lender  under the Loan  Agreement  is
$4,545,561.54; and

                  WHEREAS,  pursuant to the terms of (1) the Loan Agreement, and
(ii) that certain Trademark  Collateral  Assignment and Security Agreement dated
as of January  24,  1995 and  executed  by Borrower in favor of Lender and filed
with the U.S.  Patent and  Trademark  office on March 14,  1995 (the  "Trademark
Assignment,"  Lender  retains  a  first  priority  security  interest  in all of
Borrower's  now owned and/or  hereafter  arising,  created or acquired  accounts
receivable,  inventory and general intangibles  (including,  but not limited to,
trademarks  and  trademark   rights)  to  secure   Borrower's   payment  of  the
indebtedness owing to Lender under the Loan Agreement (the "Indebtedness"); and

                  WHEREAS,  pursuant  to the  terms  of  that  certain  Security
Agreement  - Equipment  executed by Borrower in favor of Lender (the  "Equipment
Security  Agreement"),  Lender retains a security  interest in all of Borrower's
now owned  and/or  hereafter  arising,  created or acquired  equipment to secure
Borrower's payment of the Indebtedness; and

                  WHEREAS,  pursuant to the terms of that  certain Deed of Trust
dated  as of  April  30,  1997  and  executed  by  Borrower  in favor of Paul J.
Piechowski,  as trustee for Lender and  recorded in Jasper  County,  Missouri in
Book 1532, Page 0716 (the "Deed of Trust"), Lender


<PAGE>

has a lien on certain real estate and improvements thereon owned by Borrower and
located in Carthage,  Missouri (the "Real Estate") to secure Borrower's  payment
of the Indebtedness;

                  WHEREAS,  as a result of  Borrower's  defaults  under the Loan
Agreement, Borrower acknowledges that Lender may accelerate the Indebtedness and
exercise all of its remedies under the Loan Agreement, the Trademark Assignment,
the  Equipment  Security  and  the  Deed  of  Trust  (collectively,   the  "Loan
Documents"), and as otherwise provided by law; and

                  WHEREAS,  Borrower  has  requested  Lender  to  forebear  from
enforcing its rights against Borrower or its assets for a certain period of time
and on certain conditions, as set forth herein; and

                  WHEREAS,  Lender is willing to forebear in the  enforcement of
its rights against Borrower and its assets, provided that such forbearance is on
the  following  terms  and  conditions  and  provided  further  that,  except as
expressly provided below, such forbearance does not waive or otherwise prejudice
the rights of Lender;

                  NOW  THEREFORE,  in  consideration  of the  premises  and  the
covenants and agreements contained herein, the parties hereto agree as follows:

                  1. Terms of  Standstill.  During the  "Standstill  Period" (as
defined in Paragraph 2 hereof),  the parties agree to act in accordance with the
following provisions:

                    (a)  Amendments to Loan Agreement

                         (i) The following definitions of "Eligible Outlet Store
Inventory"  and  "Eligible  Cap and Tee Shirt  Inventory"  are  hereby  added to
Paragraph 1.1 of the Loan Agreement as Paragraphs (QQ) and (RR):

                    "QQ)  `Eligible  Outlet  Store  Inventory'  shall  have  the
                    meaning assigned thereto in Paragraph 6.1 hereof.

                    (RR) `Eligible Cap and Tee Shirt  Inventory'  shall have the
                    meaning assigned thereto in Paragraph 6.1 hereof."

                         (ii)  Paragraph  2.5 of the Loan  Agreement  is  hereby
deleted in its entirety and the following substituted in lieu thereof.

                    "2.5 Notwithstanding anything contained in this Agreement to
               the contrary, (a) the principal portion of Borrower's Liabilities
               outstanding  at any one time prior to  November 7, 1997 shall not
               exceed  $5,500,000;  (b)  the  principal  portion  of  Borrower's
               Liabilities  outstanding at any one time on and after November 7,
               1997 shall not exceed  $5,000,000;  and (c) the principal portion
               of Borrower's Liabilities outstanding at any one time and arising
               solely under Paragraph 3.2 below with respect to advances against
               Eligible Cap and Tee Shirt Inventory  shall not exceed  $100,000.
               Lender in its sole and absolute discretion


                                      - 2 -

<PAGE>

               may at any time and from time to time,  suspend the  restrictions
               imposed in this Paragraph."

                         (iii)  Paragraph  3.2 of the Loan  Agreement  is hereby
deleted in its entirety and the following substituted in lieu thereof:

               "Provided no Event of Default or Unmatured Event of Default shall
               then exist or be created thereby,  Lender shall loan to Borrower,
               upon  Borrower's  execution  and delivery to Lender of an initial
               Designation  of  Inventory,  the  sum  of up to  (i)  Thirty-Five
               Percent  (35%)  of  the  "value"  (hereinafter  defined)  therein
               described  of then  existing  and owned  Eligible  Raw  Materials
               Inventory,  plus  (ii)  Sixty-Five  Percent  (65%)  of the  value
               therein  described of then existing and owned  Eligible  Finished
               Goods  Inventory,  plus (iii) Thirty  Percent  (30%) of the value
               therein  described  of then  existing and owned  Eligible  Outlet
               Store  Inventory,  plus  (iv)  Fifty  Percent  (50%) of the value
               therein described of then existing and owned Eligible Cap and Tee
               Shirt  Inventory  and upon  Borrower's  execution and delivery to
               Lender of each subsequent Designation of Inventory, the sum of up
               to (i) Thirty-Five  Percent (35%) of the value therein  described
               of then existing and owned Eligible Raw Materials Inventory, (ii)
               Sixty-Five  Percent (65%) of the value therein  described of then
               existing  and owned  Eligible  Finished  Goods  Inventory,  (iii)
               Thirty  Percent  (30%) of the  value  therein  described  of then
               existing and owned Eligible Outlet Store Inventory and (iv) Fifty
               Percent (50%) of the value therein described of then existing and
               owned Eligible Cap and Tee Shirt  Inventory,  less a sum of money
               equal to the  portion of  Borrower's  Liabilities  consisting  of
               principal  then owed by  Borrower  to Lender on  account of loans
               theretofore  made pursuant to this  paragraph 3.2. The "value" of
               Inventory  shall mean the lesser of (a) Borrower's cost therefor,
               determined on a first-in,  first-out  basis, or (b) the wholesale
               market  value  thereof;  less,  in  either  case,  any  portion o
               Borrower's corporate overhead which is attributed thereto. Lender
               reserves the right, at any time or times  hereafter  during which
               any  Event of  Default  shall  exist,  in its  sole and  absolute
               discretion,  to reduce the percentage  advance rates specified in
               this  Paragraph 3.2.  Notwithstanding  anything in this Paragraph
               3.2 to the  contrary,  Lender  may at any time  and from  time to
               time, in Lender's solo and absolute discretion,  loan to Borrower
               more than the above stated  percentages  of the value of Eligible
               Raw  Materials  Inventory,  Eligible  Finished  Goods  Inventory,
               Eligible Outlet Store Inventory and/or Eligible Cap and Tee Shirt
               Inventory,  without  notice to  Borrower  or any  other  Obligor;
               provided,  however,  that no such over-advance  shall establish a
               custom or course of dealing or entitle Borrower to any subsequent
               over-advance under the same or different circumstances."

               On account of Borrower's  use and/or  consumption of inventory in
               the  ordinary  course of its business  and in  generating  and/or
               creating  Accounts,  Borrower hereby  irrevocably  authorizes and
               directs  Lender in its sole and  absolute  discretion,  to deduct
               from each of the loans made by Lender  pursuant to Paragraph  3.1
               above, an amount of monies equal to the loans previously made


                                      - 3 -


<PAGE>

               against such  Inventory  used to create the Accounts and to apply
               the same to that portion of Borrower's  Liabilities consisting of
               principal  owed by Borrower to Lender on account of loans made by
               Lender to Borrower pursuant to this Paragraph 3.2.

                         (iv)  Paragraph 3.3 of the Agreement is hereby  deleted
in its entirety.

                         (v) Paragraph 3.1(o) of the Agreement is hereby deleted
in its entirety.

                         (vi)  Paragraphs 6.1, 6.2 and 6.3 of the Loan Agreement
are hereby  deleted in their  entirety  and the  following  substituted  in lieu
thereof:

                    "6.1  `Eligible  Raw  Materials  Inventory'  shall mean that
               portion of Inventory which: (a) consists of raw materials, except
               the following:  boxes, buttons, rivets, cuffs, eyelets,  hangers,
               hangtags,  jean labels,  pocket  flashers,  size  labels,  sew in
               labels and thread;  (b) does not violate the  negative  covenants
               and  provisions  of this  Article and does  satisfy the  positive
               covenants and  provisions  of this Article;  (c) is not obsolete;
               and (d) Lender has in good faith  determined,  in accordance with
               Lender's customary business practices, is not unacceptable due to
               age, type,  category and/or  quantity.  `Eligible  Finished Goods
               Inventory'  shall  mean that  portion  of  Inventory  which:  (a)
               consists of finished goods except the  following:  (i) irregulars
               and  seconds;   (ii)  aprons;   (iii)  caps;  (iv)  outlet  store
               inventory;  and (v) tee shirts; (b) does not violate the negative
               covenants  and  provisions  of this  Article and does satisfy the
               positive  covenants and  provisions  of this Article;  (c) is not
               obsolete;  and  (d)  Lender  has in  good  faith  determined,  in
               accordance with Lender's  customary  business  practices,  is not
               unacceptable   due  to  age,  type,   category  and/or  quantity.
               `Eligible  Outlet  Store  Inventory'  shall mean that  portion of
               Inventory  which  is held for sale at  Borrower's  retail  outlet
               stores except the following: (a) irregulars and seconds; (b) does
               not violate the negative covenants and provisions of this Article
               and does satisfy the positive  covenants  and  provisions of this
               article;  (c) is not  obsolete;  and (d) Lender has in good faith
               determined,   in  accordance  with  Lender's  customary  business
               practices is not unacceptable  due to age, type,  category and/or
               quantity.  `Eligible Cap and Tee Shirt Inventory' shall mean caps
               and tee shirts except the  following:  (a) those held for sale at
               Borrower's retail outlet stores; (b) irregulars and seconds;  (c)
               does not violate the negative  covenants  and  provisions of this
               Article and does satisfy the positive covenants and provisions of
               this  Article;  (d) is not  obsolete;  and (e) Lender has in good
               faith determined,  in accordance with Lender's customary business
               practices is not unacceptable  due to age, type,  category and/or
               quantity.   `Eligible  Inventory'  shall  mean  that  portion  of
               Inventory  which consists of Eligible  Finished Goods  Inventory,
               Eligible  Outlet Store  Inventory  and Eligible Cap and Tee Shirt
               Inventory. Borrower represents and warrants to, and covenants and
               agrees with,  Lender that (i) the value of Eligible Raw Materials
               Inventory is now and shall at all times hereafter be at least


                                      - 4 -


<PAGE>

               Two  Hundred  Eighty-Six  Percent  (286%)  of the then  principal
               portion of Borrower's  Liabilities  represented  by loans made by
               Lender to  Borrower  against  Eligible  Raw  Materials  Inventory
               pursuant  to  Paragraph  3.2  hereof,  (ii) the value of Eligible
               Finished Goods  Inventory is now and shall at all times hereafter
               be at least One  Hundred  Fifty-Four  Percent  (154%) of the then
               principal portion of Borrower's Liabilities  represented by loans
               made by  Lender  to  Borrower  against  Eligible  Finished  Goods
               Inventory  pursuant to Paragraph  3.2 hereof,  (iii) the value of
               Eligible  Outlet  Store  Inventory  is now and shall at all times
               hereafter be at least Three Hundred  Thirty-Three  Percent (333%)
               of  the  then   principal   portion  of  Borrower's   Liabilities
               represented by loans made by Lender to Borrower  against Eligible
               Outlet Store Inventory pursuant to Paragraph 3.2 hereof, and (iv)
               the  value of  Eligible  Cap and Tee Shirt  Inventory  is now and
               shall at all  times  hereafter  be at least Two  Hundred  Percent
               (200%) of the then  principal  portion of Borrower's  Liabilities
               represented by loans made by Lender to Borrower  against Eligible
               Cap and Tee Shirt Inventory pursuant to Paragraph 3.2 hereof.

                    6.2 Borrower  warrants and  represents to and covenants with
               Lender  that (a)  Inventory  shall only be kept at the  locations
               specified on Exhibit "C" hereto;  (b) Borrower,  immediately upon
               demand by Lender  therefor,  now and from time to time hereafter,
               shall  execute and deliver to Lender  Designations  of  Inventory
               specifying  Borrower's  costs of Inventory,  Eligible  Inventory,
               Eligible  Raw  Materials   Inventory,   Eligible  Finished  Goods
               Inventory,  Eligible  Outlet Store Inventory and Eligible Cap and
               Tee  Shirt  Inventory  and such  other  matters  and  information
               relating  to  Inventory  and  Eligible  Inventory  as Lender  may
               request;  (c) Borrower  does now keep and  hereafter at all times
               shall keep correct and accurate records  itemizing and describing
               the kind,  type,  quality and quantity of Inventory  therefor and
               selling  price  thereof and the daily  withdrawals  therefrom and
               additions  available  (during  Borrower's  usual business hours),
               upon demand, to any of Lender's officers,  employees or agents or
               inspection  and copying  thereof;  (d) all  Inventory  is now and
               hereafter  at all times shall be good and  merchantable  quality,
               free from defects;  (c) Inventory is not now and shall not at any
               time or times hereafter be stored with a bailee,  warehouseman or
               similar party without  Lender's  prior written  consent,  and, in
               such event Borrower will  concurrently  therewith  cause any such
               bailee,  warehouseman  or similar  party to issue and  deliver to
               Lender,  in form and substance  acceptable  to Lender,  warehouse
               receipts therefor in Lender's name; (f) any of Lender's officers,
               employees or agents shall have the right, upon demand, now and at
               any time or times  hereafter  during  Borrower's  usual  business
               hours, to inspect and examine  Inventory and any other Collateral
               and to check and test the same as to quality, quantity, value and
               condition  and  Borrower  agrees to use its best efforts to cause
               its employees and agents to cooperate with Lender in this regard,
               and after an Event of Default,  to pay to Lender, on demand,  all
               of Lender's  costs,  fees and  expenses in so doing;  and (g) all
               Inventory is now and shall at all times hereafter be subject to a
               first priority perfected security interest in favor of Lender.


                                      - 5 -

<PAGE>

                    6.3 In the event of a breach of any representation, warranty
               or covenant  with  respect to the value of Eligible  Raw Material
               Inventory,  Eligible  Finished Goods  Inventory,  Eligible Outlet
               Store  Inventory  and/or  Eligible  Cap and Tee  Shirt  Inventory
               contained in Paragraph 6.1 above,  Borrower shall immediately pay
               to Lender an amount of monies  sufficient to cure the same and/or
               Lender, in its sole and absolute  discretion,  may pay to itself,
               for the account of Borrower,  from (i) future loans to be made by
               Lender to Borrower  and/or (ii)  monies,  reserves  and  proceeds
               received or collected by Lender pursuant to Paragraphs 4.5 and/or
               4.9 above,  an amount  necessary to satisfy (in whole or in part)
               the foregoing requirement.  Notwithstanding Paragraph 9.1 hereof,
               if Borrower  does not timely  make such  payment or if the monies
               referred  to in  clauses  (i) and (ii)  above are not  sufficient
               therefor,  the same  shall be  deemed  an  Event  of  Default  by
               Borrower  under  this  Agreement.   Notwithstanding  anything  in
               Paragraph 6.1 or this Paragraph 6.3 to the contrary,  Lender may,
               at any  time  and  from  time to time in its  sole  and  absolute
               discretion,  suspend  or  waive  Borrower's  compliance  with the
               representations,  warranties  and  covenants  with respect to the
               value o Eligible Raw Materials Inventory, Eligible Finished Goods
               Inventory,  Eligible Outlet Store  Inventory  and/or Eligible Cap
               and Tee Shirt Inventory contained in Paragraph 6.1 above, without
               notice to Borrower or any other Obligor;  provided,  however that
               no such  suspension or waiver shall  establish a custom or course
               of dealing or entitle  Borrower to any  subsequent  suspension or
               waiver under the same or different circumstances."

               (a) Lender. Lender covenants and agrees that it will:

                         (vii) Not file or join in the filing of any involuntary
Petition  of  Bankruptcy  with  respect to  Borrower  or  otherwise  initiate or
participate in any similar  proceedings for the benefit of creditors,  including
any  proceeding  for the  appointment of a trustee,  receiver,  conservator,  or
liquidator of Borrower or any portion of its assets;

                         (viii) Not seek to collect or enforce against  Borrower
by litigation or otherwise payment of the  Indebtedness,  except as provided for
herein;

                         (ix) Except as provided  for  herein,  not  exercise or
enforce any right or remedy  against  borrower to which Lender would be entitled
under the terms of the Loan  Documents  by  reason  of any event of  default  or
termination  occurring  thereunder (which furtherance of exercise of enforcement
shall not, however,  act as a waiver of Lender's right to enforce any such right
or remedy after termination of the Standstill Period);

                         (x) Not seek to attach,  sequester or otherwise proceed
under the Loan Documents against any assets or property of Borrower;

                         (xi)  Continue to make loan advances to Borrower on the
terms and conditions provided in the Loan Agreement up to the maximum amount for
Borrower's  Liabilities  provided  for in  Section 3 of the Loan  Agreement,  as
amended pursuant to the terms of this Standstill Agreement; and


                                      - 6 -

<PAGE>

               (c) Borrower. In consideration for Lender's agreement to forebear
in  exercising  its  rights and  remedies  under the Loan  Documents  during the
Standstill Period, Borrower covenants and agrees:

                         (xii)  Borrower  shall  retain a  consultant  and shall
continue to employ a consultant throughout the term of the Standstill Period and
shall permit  Lender and its  representatives  free access to the  consultant to
discuss the financial condition and business of Borrower;

                         (xiii)  Borrower shall not sell,  transfer or otherwise
dispose of any of its property or assets, other than sales of Inventory for cash
or on ordinary  account in the ordinary course of Borrower's  business,  without
the prior written consent of Lender.

                         (xiv)  Borrower  shall  devote  its best  efforts in an
honest and good faith attempt to refinance or recapitalize its business.

                         (xv)    Borrower    shall   permit   Lender   and   its
representatives  to visit and/or inspect any of the properties,  corporate books
and financial records of Borrower to audit the accounts receivable and inventory
of Borrower and to discuss the affairs,  finances and accounts of Borrower  with
any  employees of Borrower and  representatives  of the  consultant  retained by
Borrower,  all at such  reasonable  times and as often as Lender may  reasonably
request;

                         (xvi) Borrower shall continue to provide to Lender with
all  financial  statements,  reports and  documents  as required  under the Loan
Documents; and

                         (xvii)  Borrower  shall  comply with and fulfill all of
the  additional  covenants  and  other  terms and  conditions  set forth in this
Agreement.

                         (xviii)  Borrower  covenants  and  agrees  that  (a) by
September  10, 1997,  it will cause Big Smith Global  Limited  ("BSGL") to fully
guaranty  Borrower's  payment of the Indebtedness and to grant to Lender a first
priority security interest in and to all of BSGL's right,  title and interest in
and to those  certain  royalty  payments  due and  owing  to BSGL by Big  Yellow
Corporation Limited ("Big Yellow") and the proceeds of the lawsuit filed by BSGL
to recover  such royalty  payments,  and (b) it will cause BSGL to pay to Lender
any sums received from Big Yellow on account of such royalty payments.

               2. Standstill Period.

                    (a) The Standstill  Period shall commence upon the execution
of this Agreement and shall  terminate at 5:00 p.m. (St. Louis time) on December
5, 1997.

                    (b)  Notwithstanding  the foregoing,  the Standstill  Period
shall  terminate  earlier upon the occurrence of any of the following  events of
termination:

                         (i)  The  filing  against  Borrower  of an  involuntary
petition for relief under Title 11 of the United States Code, as now constituted
or hereafter amended, or any


                                      - 7 -

<PAGE>

other applicable federal,  state or foreign bankruptcy law or other similar law,
or the  appointment of a receiver,  liquidator,  assignee,  trustee,  custodian,
sequestrator,  conservator  or other  similar  official of  Borrower,  or of any
substantial  part of the  property of  Borrower,  or a petition  requesting  the
winding up of or liquidation of the affairs of Borrower;

                         (ii) The filing by  Borrower of a petition or answer or
consent  seeking  relief  under  Title  11 of the  United  States  Code,  as now
constituted or hereafter  amended,  or any other  applicable  federal,  state or
foreign  bankruptcy  law or other similar law, or the consent by Borrower to the
institution of  proceedings  thereunder or to the filing of any such petition or
the  appointment of or taking  possession by a receiver,  liquidator,  assignee,
trustee,  custodian,  sequestrator,  conservator  or other  similar  official of
Borrower, or of any substantial portion of the property of Borrower;

                         (iii)  The  breach  or  violation  by  Borrower  of any
covenant or provision of this Agreement;

                         (iv) If, at any time during the  Standstill  Agreement,
there are additional  amounts  outstanding under the Loan Agreement in excess of
the amounts  available  under  Sections  3.1 and 3.2 of the Loan  Agreement  and
Paragraph 3 of this  Agreement.

                         (v) Any further  deterioration of Borrower's  financial
condition,  which,  as determined by Lender,  has a material  adverse  affect on
Borrower's  financial  position or  operations,  the  collateral  or  Borrower's
ability to repay all of the Indebtedness to Lender; or

                         (vi)   The   payment   by   Borrower   of  all  of  the
Indebtedness, including, without limitation, all principal borrowers from Lender
under the Loan  Agreement,  this  Agreement or otherwise,  all interest  accrued
thereon and any and all costs of liquidation  and attorney's fees incurred by or
advanced by Lender.

               3. Overadvance Reduction.

                    (a)  Borrower  and  Lender  agree  that as of the  close  of
business on August 21, 1997, there was $1,230,728.11  outstanding under the Loan
Agreement in excess of the amounts  available  under Sections 3.1 and 3.2 of the
Loan  Agreement  (i.e.  a  $1,230,728.11   overadvance)   (the   "Overadvance").
Notwithstanding  any prior  course of dealing or anything  contained in the Loan
Agreement or this Agreement to the contrary,  the  Overadvance  shall not exceed
the following amounts during the following periods:

           Week Beginning                    Maximum Amount of Overadvance
           --------------                    -----------------------------

         August 25, 1997                            $1,400,000
         September 1, 1997                          $1,500,000
         September 8, 1997                          $1,400,000
         September 15, 1997                         $1,400,000
         September 22, 1997                         $1,300,000
         September 29, 1997                         $1,200,000


                                      - 8 -


<PAGE>

          October 6, 1997                             $1,100,000
          October 13, 1997                            $1,000,000
          October 20, 1997                            $  900,000
          October 27, 1997                            $  900,000
          November 3, 1997                            $  900,000
          November 10, 1997                           $  500,000
          November 17, 1997                           $  500,000
          November 24, 1997                           $  500,000
          December 1, 1997 and thereafter             $        0

                    (b) In addition to the  Overadvance  reductions set forth in
subparagraph (a), the Overadvance shall be permanently  reduced by the amount of
(i) any  payments  received  by  Borrower  from KPR  International,  or (ii) any
payments  received by BSGL from Big Yellow,  which payments shall be immediately
paid to Lender.

                    (c) If,  at any time,  additional  amounts  are  outstanding
under the Loan  Agreement in excess of the amounts  allowed under this Paragraph
and Sections 3.1 and 3.2 of the Loan Agreement,  Borrower shall be considered to
be in default of the Loan Agreement and this Agreement.

               4. Default  Interest.  From July 1, 1997  through the  Standstill
Period,  Borrower's Liabilities under the Loan Agreement and the Term Note shall
bear interest at a "default rate" of three percent (3%) over and above the Prime
Rate.

               5. Release.  Borrower hereby agrees to release,  waive and acquit
Lender and any participant  with Lender in the loans  outstanding  hereunder and
under the Loan Documents, together with their subsidiaries and affiliates, their
officers,  directors,  agents,  employees,  and servants,  their  successors and
assigns,  and the  insurers  and  underwriters  of any of them  from any and all
claims which Borrower has or may have asserted against Lender or any participant
with Lender under any of the Loan  Documents or  otherwise,  whether such claims
resulted  from  alleged  defaults,  nonperformance,   negligent  performance  or
otherwise.

               6.  Fees.  Borrower  shall pay to Lender  an  overadvance  fee of
$150.00 per day for each and every day that there are amounts  outstanding under
the Loan Agreement in excess of the amounts available under Sections 3.1 and 3.2
of the Loan Agreement (i.e. an "Overadvance").

               7. Additional Covenants.

                    (a) Except as expressly  provided for herein to the contrary
and except for Borrower's  existing  defaults which are acknowledged  herein and
preserved  hereby,  Borrower  covenants  and  agrees to  continue  to perform in
accordance with all of the terms, conditions, provisions, covenants, agreements,
representations  and warranties made in the Loan Documents,  and Borrower hereby
expressly ratifies and confirms the same.


                                      - 9 -


<PAGE>

                    (b) Borrower  shall notify  Lender in writing of any default
hereunder or any other event causing the  Standstill  Period to terminate,  such
notice to be delivered  to Lender  within  twenty-four  hours of Borrower or any
employee,  officer,  agent  or  affiliate  of  Borrower,  having  received  such
knowledge or notice.

               8. Representations and Warranties.

                    (a) Borrower  hereby  represents and warrants to Lender that
it has the legal  power and ability to enter into and  perform  this  Agreement,
that  all  corporate  actions  required  of  Borrower  in  connection  with  the
authorization,  execution,  delivery and performance of this Agreement have been
duly taken,  and that when  executed and delivered by Borrower,  this  Agreement
shall constitute the valid and binding obligation of Borrower.

                    (b) Borrower hereby  expressly  acknowledges  its failure to
comply with various of the covenants  contained in the Loan Agreement,  and that
such failure was and  continues to be an Event of Default as defined in the Loan
Agreement;  and Borrower further hereby expressly acknowledges Lender's right to
take any and all actions and other  remedies set forth in the Loan Documents and
as  otherwise  provided  for by law  immediately  upon  the  termination  of the
Standstill Period.

               9. Miscellaneous.

                    (a)  Notwithstanding any other provisions hereof, all of the
Indebtedness  is presently  due and will  continue to be due and payable in full
until paid.

                    (b) Notwithstanding anything herein to the contrary, nothing
herein  shall be  construed  as  requiring  Lender  to  extend  the term of this
Agreement beyond the period set forth in Section 2 hereof.

                    (c) Any payments or repayments shall be applied by Lender to
the loans  outstanding  hereunder  and/or under the Loan Agreement in such order
and in  such  amounts  as  Lender  shall  determine  in its  sole  and  absolute
discretion.

                    (d) Borrower  hereby agrees to pay all  reasonable  fees and
expenses,  including without limitation,  reasonable  attorneys fees incurred by
Lender or any participant with Lender in the negotiation, preparation, execution
and enforcement of this Agreement.

                    (e) This  Agreement may not be modified in any manner except
by written agreement signed by all parties hereto.

                    (f) No course of dealings  heretofore  or hereafter  between
Borrower and Lender or any failure or delay on the part of Lender in  exercising
any rights or remedies under the Loan Agreement or this Agreement or existing by
law shall  operate as a waiver of any right or remedy of Lender with  respect to
Borrower's  obligations  under the Loan  Documents,  and no  single  or  partial
exercise of any right or remedy hereunder shall operate as a waiver or


                                     - 10 -

<PAGE>

preclusion to the exercise of any other rights or remedies Lender may have under
the Loan Documents.

                    (g) Notwithstanding anything herein to the contrary, nothing
herein  shall be  construed  as a limitation  or  restriction  against  Lender's
enforcement of its rights in any proceeding described in Subsection 2(b) of this
Agreement.

                    (h) Whenever  possible,  each  provision  of this  Agreement
shall be  interpreted  in such a  manner  as to be  effective  and  valid  under
applicable law, but if any provision of this Agreement shall be prohibited by or
invalid under  applicable law, such provision shall be ineffective to the extent
of such  prohibition or invalidity,  without  invalidating the remainder of such
provision and the remaining provisions of this Agreement.

                    (i) Capitalized  terms used herein and not otherwise defined
herein shall have the meanings assigned to such terms in the Loan Agreement.

                    (j) This  Agreement  shall be governed by and  construed  in
accordance  with the laws of the State of Missouri  applicable to contracts made
and to be wholly performed within such State.

                    (k) Notices  required  hereunder may be sent Certified Mail,
Return Receipt  Requested,  or hand  delivered to the addresses  shown below and
shall be effective upon delivery:

                If to Borrower:

                          Big Smith Brands, Inc.
                          7300 West Camino Real
                          Suite 109
                          Boca Raton, Florida 33433
                          Attention:  Peter Lebowitz

                If to Lender:

                          Mercantile Business Credit, Inc.
                          100 S. Brentwood, Suite 500
                          St. Louis, Missouri 63105
                          Attention:  Paul J. Piechowski

                10. ORAL AGREEMENTS OR COMMITMENTS TO LOAN MONEY,  EXTEND CREDIT
OR TO FOREBEAR FROM ENFORCING REPAYMENT OF A DEBT,  INCLUDING PROMISES TO EXTEND
OR RENEW SUCH DEBT, ARE NOT ENFORCEABLE. TO PROTECT BORROWER AND LENDER FROM ANY
MISUNDERSTANDING  OR  DISAPPOINTMENT,  ANY  AGREEMENTS  REACHED BY BORROWER  AND
LENDER  COVERING  SUCH  MATTERS ARE  CONTAINED  IN THIS  AGREEMENT  AND THE LOAN
DOCUMENTS, WHICH TOGETHER CONSTITUTE A


                                     - 11 -


<PAGE>

COMPLETE AND EXCLUSIVE  STATEMENT OF THE AGREEMENTS  BETWEEN BORROWER AND LENDER
EXCEPT AS  BORROWER  AND  LENDER MAY LATER  AGREE IN  WRITING  TO  MODIFY.  THIS
AGREEMENT AND THE LOAN DOCUMENTS EMBODY THE ENTIRE  AGREEMENT AND  UNDERSTANDING
BETWEEN THE PARTIES HERETO AND SUPERSEDE ALL PRIOR AGREEMENTS AND UNDERSTANDINGS
(ORAL OR WRITTEN) RELATING TO THE SUBJECT MATTER HEREOF.

                IN  WITNESS  WHEREOF,   the  Parties  hereto  have  caused  this
Agreement to be duly executed as of August 22, 1997.


                                            MERCANTILE BUSINESS CREDIT, INC.



                                            By:
                                               ----------------------------
                                            Title:
                                                  -------------------------


                                            BIG SMITH BRANDS, INC.



                                            By:
                                               ----------------------------
                                            Title:
                                                  -------------------------



                                     - 12 -