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

     FIRST AMENDMENT TO DEED TO SECURE DEBT AND
                          SECURITY AGREEMENT
                          
STATE OF GEORGIA
COUNTY OF TROUP

     THIS  FIRST AMENDMENT DEED TO SECURE DEBT AND
SECURITY AGREEMENT  (hereinafter referred to  as  this
"Amendment"), made  this  the  10th  day of August, 1995,
between  SIGNAL APPAREL   COMPANY,   INC.  (hereinafter
referred   to   as "BORROWER"), an Indiana corporation, as
Grantor,  and  WALSH GREENWOOD   &  CO.  (hereinafter
referred  to   as   "WALSH GREENWOOD"),     as
Grantee,    whose     address     is One East Putnam
Avenue, Greenwich, Connecticut 06830.

                        WITNESSETH:

----------------------------------------------------------
THIS AMENDMENT IS TO BE FILED AND INDEXED IN THE REAL
ESTATE RECORDS  AND IS ALSO TO BE INDEXED IN THE INDEX OF
FINANCING STATEMENTS.  THE NAMES OF THE DEBTOR AND THE
SECURED  PARTY, THE   MAILING  ADDRESS  OF  THE  SECURED
PARTY  FROM  WHICH INFORMATION   CONCERNING  THE  SECURITY
INTEREST   MAY   BE OBTAINED,  THE MAILING ADDRESS OF THE
DEBTOR AND A STATEMENT INDICATING   THE  TYPES,  OR
DESCRIBING   THE   ITEMS,   OF COLLATERAL, ARE AS
DESCRIBED IN PARAGRAPH 1.08 OF  THE  DEED TO  SECURE DEBT
AND SECURITY AGREEMENT RECORDED IN BOOK  689 BEGINNING  AT
PAGE 21 IN THE OFFICE OF THE  SUPERIOR  COURT CLERK  OF
TROUP  COUNTY, GEORGIA, IN  COMPLIANCE  WITH  THE
REQUIREMENTS  OF ARTICLE 9, SECTION 402(4)  OF  THE
UNIFORM COMMERCIAL CODE, SECTION 11-9-402(4) OF THE
OFFICIAL CODE OF GEORGIA ANNOTATED. 
------------------------------------------------------------

     WHEREAS, the parties entered a Credit Agreement,
dated as of March 31, 1995, pursuant to which Walsh
Greenwood agreed to loan to Borrower 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 Borrower under the Credit
Agreement and the Note were secured by a Deed to Secure
Debt and Security Agreement recorded in Book 689 beginning
at Page 21 in the Office of the Superior Court Clerk of
Troup County, Georgia (the "Deed"); 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 Borrower has
executed and delivered to Walsh Greenwood 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 Deed 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 Deed 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 Deed to the Credit
Agreement shall mean the Credit Agreement as amended by the
Amendment.

     4.   All references in the Deed to the Note shall
mean the Replacement Note.

     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.   The Deed as amended hereby refers to the real
property described on Exhibit A hereto.

     7.   The name and address of the Borrower is changed
to: Signal Apparel Company, Inc., P. O. Box 4296,
Manufacturers Road, Chattanooga, Tennessee 37405, and
Schedule 2 to the Deed is amended as provided on Exhibit B
hereto.

     8.   All provisions of the Deed not amended hereby
shall remain in full force and effect.

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

Signed, sealed and delivered   SIGNAL APPAREL COMPANY, INC.,
in the presence of:            an Indiana corporation

/s/Geoffrey G. Young           Name:/s/William H. Watts
-----------------------        --------------------
                              Title: CFO
                                    ---------------------
/s/Pamela B. Clingan
-----------------------
Notary Public                 Name: /s/Robert J. Powell
                                   ----------------------
     (NOTARY SEAL)                  Title: Secretary
                                    ---------------------

My Commission Expires:              (CORPORATE SEAL)

      5/18/99
-----------------------


                         EXHIBIT A

                    PROPERTY DESCRIPTION

All  that  tract or parcel of land containing 30.944  acres,
more  or  less,  situate lying and  being  in  the  City
of LaGrange,  Troup  County,  Georgia,  and  more
particularly described as follows:

COMMENCING  at a point marking the Northeast corner  of the
intersection of Whitesville Street and Industrial  Drive
in the  City  of  LaGrange, and from said point of
commencement running  thence  East along the North margin
of  Industrial Drive for a distance of 870 feet to an iron
pin which is the POINT  OF  BEGINNING of the tract of land
herein  conveyed; thence continuing North for a distance
of 488.36 feet to  an iron  pin; thence North 88 28' West
for a distance of 151.86 feet to an iron pin; thence North
00 50' East for a distance of 923.04 feet to an iron pin
located on the South margin of Webster  Street;  thence South 88
28' East along  the South margin of Webster Street for a distance
of 373.80 feet to an iron  pin; thence South 01 32' West for a
distance of 210.0 feet to an iron pin; thence South 88 28' East
for a distance of  239.42 feet to an iron pin; thence South 01
32' West for a distance of 24.18 feet to an iron pin;
thence South 88 28' East  for  a distance of 334.00 feet
to an iron pin;  thence South  04 37' East for a distance
of 234.00 feet to an  iron pin;  thence South 83 39' East
for a distance of 150.00 feet to  an iron pin; thence
South 28 29' East for a distance  of 328.63 feet to an
iron pin; thence South 27 56' East  for  a distance of
347.99 feet to an iron pin located on the  North margin
of  Industrial Drive; thence South 78 58'  50"  West along
the North margin of Industrial Drive for a distance of
126.57 feet to an iron pin; thence along the arc of a
curve having  a  chord  bearing of South 74 52'  50"  West
for  a distance  of  186.74 feet to an iron pin; thence
continuing along  Industrial Drive along the arc of a
curve  having  a chord  bearing  of South 57 41' 40" West
for a  distance  of 319.70 feet to an iron pin; thence
along the arc of a  curve having  a  chord  bearing of
South 71 46'  00"  West  for  a distance of 187.35 feet to
an iron pin; thence along the arc of a curve having a
chord bearing of South 85 51' West for a distance  of
100.79 feet to an iron pin; thence  West  along the  North
margin  of Industrial Drive for  a  distance  of 435.36
feet to an iron, which is the Point of Beginning.

This  is the same tract of land as shown on a plat of
survey prepared  by  J. Hugh Camp, Professional Land
Surveyor,  on October 1, 1968, a copy of which is recorded
in Plat Book 7, Page  97, of the Deed Records of Troup
County, Georgia,  and which  plat  as  so recorded is, by
reference,  incorporated herein and made a part hereof.

This  conveyance is subject to all easements  of  record
as shown and recorded in Plat Book 7, Page 97, Records of
Troup County, Georgia.



                              EXHIBIT B

                              SCHEDULE 1

       (DESCRIPTION OF "DEBTOR" AND "SECURED PARTY")

A.      DEBTOR:

                 1.     Name   and  Identity  of
          Corporate Structure: an Indiana corporation.
          
          
                2.    The  principal place  of  business
          of Debtor  in the State of Georgia is located at
          c/o CT  Corporation System, Suite 1240, 1201
          Peachtree Street, N. E., Atlanta, Georgia
          30361.
               3.   Debtor has only place of business in
          the State of Georgia, on the Premises.
               4.   Debtor has been using or operating
          under said   name  and  identity  without
          change  since February 11, 1987.
B.   Secured Party: Walsh Greenwood & Co..

                        SCHEDULE 2

(Notice Mailing Addresses of "DEBTOR" and "SECURED PARTY")

A.   The mailing address of Debtor is:

     Signal Apparel Company, Inc.
     P.O. Box 4296
     Manufacturers Road
     Chattanooga, TN  37405

B.   The mailing address of Secured Party
is:

     Walsh Greenwood & Co.
     One East Putnam Avenue
     Greenwich, CT. 06830

                        AFFIDAVIT OF
           INTANGIBLE RECORDING TAX APPORTIONMENT 
             BASED UPON INCREASED AMOUNT OF LOAN
             
STATE OF CONNECTICUT)
COUNTY OF FAIRFIELD)

      Personally appeared before me, the undersigned
officer duly  authorized to administer oaths in the
foregoing  state and  county, Paul R. Greenwood, who,
first being duly sworn, deposes and says on oath as
follows:

     1.    I  am  the  Managing  General  Partner  of
Walsh Greenwood & Co. ("WALSH GREENWOOD"), and in such capacity
I am  authorized  to make this Affidavit on  behalf  of
Walsh Greenwood.  This Affidavit is given pursuant to O.C.G.A
Section 48-6-69.

      2.  The principal place of business of Walsh
Greenwood is outside the state of Georgia.

      3.   In March 1995, Walsh Greenwood made, executed
and delivered  a  loan ("LOAN") to Signal Apparel Company,
Inc. (the  "BORROWER")  in  the  aggregate  principal
amount  of $15,000,000.00,  secured  by  a  Deed  to
Secure  Debt  and Security  Agreement recorded at Book
689,  Page  21  of  the Office  of the Superior Court of
Troup County, Georgia  (the "Deed  to  Secure Debt").
Georgia intangible recording  tax was paid based on the
maximum tax payable under O.C.G.A. 486-61,  as  prorated
according to  the  value  of  the  real property locatd
within the state of Georgia.

     4.   Subsequently, Walsh Greenwood increased the
amount of  the  Loan to the Borrower secured by the Deed to
Secure Debt to $20,000,000.00, and has filed the First
Amendment to Deed  to Secure Debt and Security Agreement
attached  hereto (the "Amendment").

     5.     The   Amendment   is  secured   by
instruments encumbering properties located within and without the
state of Georgia.

     6.   To the best of the knowledge of the affiant on
the basis  of an Affidavit from the Borrower, the value  of
the real property within Georgia securing the Loan and the
value of  the real property outside Georgia securing the
Loan  are as follows:

          STATE                  $ VALUE           % VALUE
          Georgia              1,320,900.00          34.88
          Indiana              1,109,000.00          29.29
          Tennessee            1,356,700.00          35.83
             TOTAL             3,786,600.00         100.00

     7.    The  amount  of intangible tax otherwise
payable (i.e.,  without  apportionment) with respect  to  the
total indebtedness   would   be   Twenty-five   Thousand
Dollars ($25,000.00), the maximum amount of intangibles tax
payable under O.C.G.A. 48-6-61.

     8.    The total amount of intangible tax therefore
due in  the state of Georgia, based upon that proportion of
the tax  which  would otherwise be required under  this
article that the value of the real property within Georgia
bears  to the  total value of all the real property within
or  outside Georgia  as  described in the security
instrument  is  Eight Thousand Seven Hundred Twenty
Dollars ($8,720.00).

      9.    In  connection with the recording of the
initial Deed  to  Secure Debt, the sum of $8,720.00 was
paid  as  an intangible recording tax.

     10.   Because the total amount of intangible
recording tax  otherwise  due  on  the initial  Deed  to
Secure  Debt exceeded  the maximum amount of intangible
tax payable,  and this  amount  has  already been paid,
there  is  no  further intangible tax due.

     Further, this affiant sayeth not.

     This 10th day of August, 1995.


                              WALSH GREENWOOD & CO.


                              /s/Paul R. Greenwood
                              -----------------------
                              Paul R. Greenwood
                              Title: Managing General             
                               Partner
                              
Sworn to and subscribed before me this
10th day of August, 1995


/s/Pamela B. Clingan
---------------------
Notary Public

    (NOTARY SEAL)

My Commission Expires: 5/18/99
                      ----------

TROUP COUNTY GEORGIA
FILED IN OFFICE

'95 SEP 8 AM 10 34
DEED BOOK 701 PAGE 429
RAMONA S. WARD
CLERK OF SUPERIOR COURT