Vol 105 Page 87          308697         Recorded Sept. 8, 1995 at
                                        10:22 a.m. 
                                        Donna Friedersdorf,
                                        Recorder Wabash County

Prepared by and Return To:
Geoffrey G. Young
Witt, Gaither & Whitaker, P.C.
1100 American National Bank Building
Chattanooga, Tennessee 37402

FIRST AMENDMENT TO REAL ESTATE MORTGAGE, SECURITY AGREEMENT,
      ASSIGNMENT OF LEASES AND RENTS AND FIXTURE FILING
      
STATE OF TENNESSEE
COUNTY OF HAMILTON

THIS FIRST FIRST AMENDMENT TO REAL ESTATE MORTGAGE, SECURITY
AGREEMENT, ASSIGNMENT OF LEASES AND RENTS AND FIXTURE FILING
(hereinafter referred to as this "Amendment"), made this the
10th  day of August, 1995, between THE SHIRT SHED,  INC.,  a
Delaware  corporation, as Mortgagor, and WALSH  GREENWOOD  &
CO.,      as      Mortgagee,      whose      address      is
One East Putnam Avenue, Greenwich, Connecticut 06830.

                         WITNESSETH:
      THIS  IS  AN  AMENDMENT TO A FIRST AMENDMENT  TO  REAL
ESTATE  MORTGAGE, SECURITY AGREEMENT, ASSIGNMENT  OF  LEASES
AND   RENTS  AND  FIXTURE  FILING  RECORDED  IN  VOLUME  351
BEGINNING  AT  PAGE 151 RECORDER'S OFFICE OF WABASH  COUNTY,
INDIANA.

     WHEREAS, the parties entered a Credit Agreement, dated
as of March 31, 1995, pursuant to which Mortgagee agreed to
loan to Mortgagor a maximum principal amount of $15,000,000
(the "Credit Agreement"), which borrowing was evidenced by a
Term Promissory Note in the face amount of $15,000,000 (the
"Note"); and

     WHEREAS, all obligations of Mortgagor under the Credit
Agreement and the Note were secured by a First Amendment to
Real Estate Mortgage, Security Agreement, Assignment of
Leases and Rents and Fixture Filing recorded in Volume 351
beginning at Page 151 in the Office of the Recorder of
Wabash County, Indiana (the "Mortgage"); and

     WHEREAS, the parties have executed a First Amendment to
Credit Agreement, dated as of August 10, 1995 (the
"Amendment"), by which, among other things, the Credit
Agreement was amended to increase the maximum borrowing
amount to $20,000,000 and pursuant to which Mortgagor has
executed and delivered to Mortgagee a Replacement Promissory
Note in the face amount of $20,000,000 (the "Replacement
Note") which replaces the Note; and

    WHEREAS, the parties desire to amend the Mortgage to
reflect the terms of the Amendment and the additional
borrowing under the Replacement Note.
       NOW, THEREFORE, for and in consideration of the
foregoing, the parties agree as follows:

     1.   The Credit Agreement shall be amended in
accordance with the terms of the Amendment.

     2.   The Mortgage shall be amended to reflect the terms
of the Amendment, including the increase of the maximum
principal amount of authorized borrowing to $20,000,000.

     3.   All references in the Mortgage to the Credit
Agreement shall mean the Credit Agreement as amended by the
Amendment.

     4.   All references in the Mortgage to Indebtedness
shall mean indebtedness under the Credit Agreement as
amended by the Amendment.

    5.   All references to a maximum principal amount of
borrowing of $15,000,000 shall be amended to reference a
maximum principal amount of borrowing of $20,000,000.

    6.   All other provisions of the Mortgage not amended
hereby shall remain in full force and effect.

     IN   WITNESS  WHEREOF,  Mortgagor  has  executed   this
Mortgage under seal the day and year first above written.

THE SHIRT SHED, INC.

By: /s/William H. Watts
   -----------------------
Title: CFO
   -----------------------
STATE OF TENNESSEE]
COUNTY OF HAMILTON]

Personally appeared before me, a Notary Public in and for
the County aforesaid, William Watts, with whom I
am personally acquainted (or proved to me on the basis of
satisfactory evidence), and who upon oath acknowledged
such person to be the Chief Financial Officer of The Shirt
Shed, Inc., the within named Mortgagee, a corporation, and
that he executed the within instrument for the purposes
therein contained by personally signing on behalf of such
corporation as such officer.

Witness my hand, at office, this the 10th day of August,
1995.

/s/ Pamela B. Clingan
----------------------
Notary Public
My Commission Expires: 5/18/99
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