FIRST AMENDMENT TO CREDIT AGREEMENT
                        dated as of August 10, 1995
                                   Among
                       SIGNAL APPAREL COMPANY, INC.,
                           THE SHIRT SHED, INC.,
                      AMERICAN MARKETING WORKS, INC.,
                                    and
                           WALSH GREENWOOD & CO.

                        Index of Closing Documents
                        --------------------------

1.   First Amendment to Credit Agreement
          a.   Signal Apparel Company, Inc. Officers' Certificate
          b.   The Shirt Shed, Inc. Officers' Certificate
          c.   American Marketing Works, Inc. Officers'
               Certificate
2.   Promissory Note
3.   Fixed Rate Warrant Certificate
4.   Floating Rate Warrant certificate
5.   First Amendment to Tennessee Deed of Trust and Security
          Agreement
6.   First Amendment to Deed to Secure Debt and Security Interest
7.   First Amendment to Real Estate Mortgage, Security Agreement,
          Assignment Leases and Rents and Fixture Filing
8.   UCC-3 Amendment for Signal Apparel Company, Inc. (as filed
          with the Tennessee Secretary of State)
9.   UCC-3 Amendment for The Shirt Shed, Inc. (as filed with the
          Tennessee Secretary of State)
10.  UCC-3 Amendment for American Marketing Works, Inc. (as filed
          with the Tennessee Secretary of State)
11.  UCC-3 Amendment for Signal Apparel Company, Inc. (as with
          the Register of Deeds of Claiborne County)



FIRST AMENDMENT TO CREDIT AGREEMENT
dated as of August 10, 1995
Among                               
SIGNAL APPAREL COMPANY, INC.,
THE SHIRT SHED, INC., 
AMERICAN MARKETING WORKS, INC.,
and
WALSH GREENWOOD & CO


FIRST AMENDMENT TO CREDIT AGREEMENT

     AGREEMENT, entered as of the 10th day of August, 1995 
by and among SIGNAL APPAREL COMPANY, INC., an Indiana 
corporation ("Signal"), THE SHIRT SHED, INC., a Delaware 
corporation ("SSI"), AMERICAN MARKETING WORKS, INC., a 
Delaware corporation ("AMW") and WALSH GREENWOOD & CO., a 
New York limited partnership (the "Lender").

     WHEREAS, the parties entered a Credit Agreement, dated 
as of March 31, 1995, (the "Credit Agreement") and certain 
other documents defined in the Credit Agreement as the "Loan 
Documents" by which the Lender extended to Signal, SSI and 
AMW loans in the amount of $15,000,000; and

     WHEREAS, Signal, SSI and AMW desire to borrow an 
additional Five Million Dollars ($5,000,000), in excess of 
the Commitment, as defined in the Credit Agreement, and 
desires to amend the Credit Agreement to effect such 
borrowing; and 

     WHEREAS, Lender is willing to loan to Signal, SSI and 
AMW an additional Five Million Dollars ($5,000,000) (the 
"Additional Loan") and to amend the Credit Agreement in 
accordance with the terms of this First Amendment to Credit 
Agreement (the "First Amendment").

     NOW, THEREFORE, for and in consideration of the 
foregoing, the parties agree as follows:

     1.   All terms not specifically defined herein shall 
have the meaning ascribed to them in the Credit Agreement or 
the Loan Documents, as defined in the Credit Agreement.

     2.   The definitions of "Commitment" and "Loan 
Documents" contained in Section 1.1 of the Credit Agreement 
shall be replaced with the following:

          Commitment:    the obligation of the Lender to 
make Loans to Signal pursuant to Section 2.1, in a 
maximum principal amount of $20,000,000, as such amount 
may be reduced from time to time pursuant to this 
Agreement.

          Loan Documents: this First Amendment; the 
Agreement; the Fixed Rate Warrants; the Discount Rate 
Warrant; the Note; the Replacement Note; the Real Estate 
Mortgage, Security Agreement, Assignment of Leases, 
Rents and Fixture Filing; the Tennessee Deed of Trust 
and Security Agreement; the Deed to Secure Debt and 
Security Interest; UCC financing statements covering 
both personalty and fixtures; the Intercreditor 
Agreement; the Shareholders' Agreement and other 
documents, agreements, certificates, schedules or 
exhibits called for in any of the foregoing or otherwise 
required of the Company to effect the purposes hereof.

     3.   The Additional Loan shall be evidenced by a 
replacement promissory note of the Company , Substantially 
in the form of Exhibit A (the "Replacement Note") evidencing 
the obligation of the Company to pay a principal amount 
equal to the lesser of (a) the amount of the Commitment and 
(b) the Principal Amount, on the Maturity Date, together 
with any accrued and unpaid interest. The Replacement Note 
shall (x) be dated as of the Closing Date, (y) be stated to 
mature on the Maturity Date, and (z) bear interest on the 
unpaid Principal Amount thereof from time to time 
outstanding as provided in Section 2.5. Interest on the 
Replacement Note shall be paid in accordance with Section 
2.5(c). All Additional Loans pursuant to the Commitment as 
amended by this First Amendment, the Replacement Note and 
all obligations of the Company under this First Amendment 
shall be Obligations of the Company the payment of which is 
secured by the security interests in the Collateral granted 
Lender by the Company pursuant to Section 3. Upon the 
execution and delivery of the Replacement Note, all 
references to the "Note" in any of the Loan Documents shall 
mean the Replacement Note without the need for further 
amendment of any of the Loan Documents.

     4.   Upon the execution hereof by all parties, Signal 
shall issue to Lender an additional 500,000 Fixed Rate 
Warrants, for a total of 2,000,000 Fixed Rate Warrants, 
which shall be treated in all respects as Fixed Rate 
Warrants issued pursuant to Section 4.1.

     5.   Upon the execution hereof by all parties, Signal 
shall issue to Lender an additional 500,000 Discount Rate 
Warrants, for a total of 2,000,000 Discount Rate Warrants, 
which will vest immediately and which otherwise will be 
treated in all respects as Discount Rate Warrants issued 
pursuant to Section 4.2.

     6.   In order to induce the Lender to enter into this 
First Amendment and to make the Additional Loan, the Company 
hereby represents and warrants to the Lender that, except as 
reflected in the most recent Form 10-K and the most recent 
Form 10-Q filed by Signal with the Untied States Securities 
and Exchange Commission, and except as further qualified in 
the Agreement (including any amendments to Schedules 
provided thereunder), all of the representations and 
warranties of the Company contained in Section 5 of the 
Agreement are true and accurate as of the date hereof; 
provided, however, the financial statements referred to in 
Sections 5.1 and 5.2 shall be the audited year end financial 
statements as of December 31, 1994.

     7.   The agreement of the Lender to make the Additional 
Loan and the effectiveness and of this First Amendment shall 
be subject to the satisfaction, immediately prior to or 
concurrently with the making of such Additional Loan of the 
following conditions precedent:

          (a)  Loan Documents.  The Lender shall have 
received each Loan Document, including, without 
limitation, this First Amendment, the Replacement Note, 
and the additional Fixed Rate Warrants and Discount Rate 
Warrants, in each case executed and delivered by a duly 
authorized officer of the Company.

          (b)  Corporate Proceedings of the Company.  The 
Lender shall have received a copy of the resolutions in 
form and substance reasonably satisfactory to the 
Lender, of the Board of Directors of each of Signal, SSI 
and AMW authorizing (i) the execution, delivery and 
performance of the First Amendment, the Replacement 
Note, the additional Fixed Rate Warrants and Discount 
Rate Warrants and all other documents and agreements 
required of the Company required hereunder and (ii) the 
borrowing contemplated hereunder, certified by the 
Secretary of each of SSI, AMW and Signal, as of the 
effective date of this First Amendment, which 
certificate shall state that the resolutions thereby 
certified have not been amended, modified, revoked or 
rescinded as of the date of such certificate.

          (c)  Corporate Documents.  Lender shall have 
received a certificate from the Secretary of each of 
AMW, SSI and Signal that the copies of the Restated 
Articles of Incorporation and By-Laws of Signal, SSI and 
AMW delivered as of the Closing Date remain true, 
complete and correct copies thereof as of the date 
hereof and have not been amended, restated or revoked.

          (d)  Financial Information.  The Lender shall have 
received a copy of each of the financial statements 
referred to in Section 5.1.

          (e)  Litigation.  No suit, action, investigation, 
inquiry or other proceeding except as disclosed herein 
(including, without limitation, the enactment or 
promulgation of a statute or rule) by or before any 
arbitrator or any Governmental Authority shall be 
pending and no preliminary or permanent injunction or 
order by a state or federal court shall have been 
entered (i) in connection with this First Amendment, or 
(ii) which, in any such case, in the reasonable judgment 
of the Lender, would have a material adverse effect on 
(A) the transactions contemplated by this First 
Amendment or (B) the business, operations, properties, 
prospects or financial or other condition of Signal and 
its Subsidiaries taken as a whole.

          (f)  No Violation.  The consummation of the 
transactions contemplated hereby shall not contravene, 
violate or conflict with, nor involve the Lender in a 
violation of, any Requirement of Law.

          (g)  Consents, Licenses, Approvals, Etc.  The 
Lender shall have received a certificate of a 
Responsible Officer of Signal either (i) attaching 
copies of all consents, licenses and approvals required 
in connection with the execution, delivery and 
performance by Signal and its Subsidiaries of each Loan 
Document, including, but not limited to, consents of the 
Company's senior bank lenders, and such consents, 
licenses and approvals shall be in full force and 
effect, or (ii) stating that no such consents, license 
or approval are so required (Schedule 6.1(g)).

          (h)  Representations and Warranties. Each of the 
representations and warranties restated by the Company 
in accordance with Paragraph 6 hereof shall be true and 
correct in all material respects on and as of the 
Effective Date as if made on and as of such date.

          (i)  No Default.  No Default or Event of Default 
shall have occurred and be continuing on such date or 
after giving effect to such Loan.

          (j)  Security Interest.  The security interests in 
personal property granted by the Agreement as amended 
hereby shall be duly perfected in accordance with 
applicable state law, and Signal and SSI shall have 
executed and presented for filing any amendments to the 
Deed to Secure Debt and Security Interest, the Real 
Estate Mortgage, Security Agreement, Assignment of 
Leases, Rents and Fixture Filing, the Tennessee Deed of 
Trust and Security Agreement, and the filings made under 
the Uniform Commercial Code necessary to reflect this 
amendment and the Additional Loans and shall have paid 
or tendered for payment all additional taxes and fees.

     8.   Signal agrees (a) to pay or reimburse the Lender in 
an amount up to, but not exceeding, $25,000 for all its out-
of-pocket costs and expenses incurred in connection with the 
development, preparation and execution of this First 
Amendment, the Replacement Note and any other documents 
prepared in connection therewith, including the fees and 
disbursements of counsel to the Lender, (b) to pay or 
reimburse the Lender for all its costs and expenses incurred 
in connection with the development, preparation and execution 
of any amendment, supplement or modification thereto, or the 
enforcement or preservation of any rights under any Loan 
Document and any other such documents and any such amendment, 
supplement or modification thereto, including, without 
limitation, reasonable fees and disbursements of counsel to 
the Lender, (c) to pay, indemnify, and hold the Lender 
harmless from, any and all recording and filing fees and any 
and all liabilities with respect to, or resulting from any 
delay in paying, stamp, excise, franchise and other taxes, if 
any, which may be payable or determined to be payable in 
connection with the execution and delivery of, or any 
amendment, supplement or modification of, or any waiver or 
consent under or in respect of this First Amendment(provided 
that Signal shall have the right to contest before the 
relevant Governmental Authority any such tax that may be 
assessed), and (d) to pay, indemnify, and hold the Lender 
harmless from and against any and all other liabilities, 
obligations, losses, damages, penalties, actions, judgments, 
suits, costs, expenses and disbursements of any kind or nature 
whatsoever with respect to the execution, delivery, 
enforcement, performance and administration of this First 
Amendment and the transactions contemplated hereby and any 
such other documents (all the foregoing,  collectively,  the  
"indemnified liabilities"), provided, that Signal shall have 
no obligation hereunder to the Lender with respect to willful 
misconduct of the Lender.  The agreements in this Section 
shall survive repayment of the Replacement Note and all other 
amounts payable under the Loan Documents.

     9.   This First Amendment may be executed by one or more 
of the parties to this First Amendment on any number of 
separate counterparts and all of said counterparts taken 
together shall be deemed to constitute one and the same 
instrument.



          IN WITNESS WHEREOF, the parties hereto have caused 
this Agreement to be duly executed and delivered in New York 
by their proper and duly authorized officers as of the day and 
year first above written.

SIGNAL APPAREL COMPANY, INC.


By /s/William H. Watts
   -------------------------
Title   CFO
      ----------------------

               
THE SHIRT SHED, INC.


By /s/William H. Watts
   -------------------------
Title  CFO
     -----------------------


AMERICAN MARKETING WORKS, INC.

By /s/ William H. Watts
   -------------------------
Title  CFO
     -----------------------

WALSH GREENWOOD & COMPANY


By /s/Paul R. Greenwood
  --------------------------
Title  
     -----------------------


     SIGNAL APPAREL COMPANY, INC. OFFICERS' CERTIFICATE 
 
To:  Walsh Greenwood & Co., party to the Credit Agreement
referred to herein. 
 
This Officers' Certificate is given in connection with the First  
Amendment to Credit Agreement dated as of August 10, 1995 (the  
"Amendment") among Signal Apparel Company, Inc. (the "Company"),  
American Marketing Works, Inc., The Shirt Shed Inc. and Walsh  
Greenwood & Co. (the "Lender").  The Amendment modifies 
provisions of a Credit Agreement, dated as of March 31, 1995 by
and among the Lender, the Company, American Marketing Works, Inc.
and The Shirt Shed, Inc. (the "Credit Agreement"). Capitalized
terms used herein and not defined herein have the meanings
assigned to them by or pursuant to the terms of the Credit
Agreement and the Amendment. 
 
     I. 
 
We, Robert Powell and William Watts, Chief Financial Officer of 
the Company, do hereby certify as follows: 
 
1.   Attached hereto as Exhibit A is a true, correct, and 
complete copy of the resolutions duly adopted by the Board of
Directors of the Company at a meeting held on August 10, 1995 at
which a quorum was present and acting throughout. Such
resolutions have not been amended, modified or rescinded, are in
full force and effect on the date hereof in the form adopted, and
are the only resolutions adopted by the Board of Directors or any
committee thereof relating to the Loan Documents. 
 
     II. 
 
Robert Powell, as the Secretary of the Company, certifies that
William Watts, as Chief Financial Officer of the Company is a 
duly elected or appointed officer of the Company and is
authorized to execute and deliver the Amendment, the Replacement
Note and the other Loan Documents on behalf of the Company. 

     III. 
 
This portion of the Officers' Certificate is given by William
Watts, as Chief Financial Officer of the Company (the "Executive
Officer"). 
 
The Executive Officer hereby certifies that: 
 
1.   No Default has occurred and is continuing, nor will the
Amendment or the Loan being requested on the date hereof create a 
Default; and 

2.   The representations and warranties made by the Company in
the Amendment are true and correct in all material respects on
and as of the date of this certificate;

The Executive Officer also certifies that: 
 
A.   Robert Powell is the duly elected Secretary of the Company
and is authorized to execute and deliver the Credit Agreement and
the Notes on behalf of the Company. 
 
In making the foregoing certification, the Executive Officer has 
read, in particular, Paragraphs 6 and 7 of the Amendment and all
Sections of the Credit Agreement incorporated or referenced by
such paragraphs and all definitions used in that Amendment and in
the Credit Agreement to the extent unchanged by the Amendment. 

The Executive Officer states that he has made such examination or 
investigation as is necessary to enable him to express an
informed opinion as to whether or not each such covenant or
condition has been complied with.  

In rendering this certification, the Executive Officer made 
inquiries of the appropriate employees of the Company and of
advisors to the Company, including but not limited to, its
accountants, actuaries, and attorneys.  
 
IN WITNESS WHEREOF, I have signed this Officers' Certificate and
affixed the corporate seal of the Company.
 
Dated August 10, 1995. 
      ----------------
 
 
/s/Robert Powell
----------------------
Robert Powell 
Secretary 

 
IN WITNESS WHEREOF, each of the undersigned officers of the
Company has signed this Officers' Certificate. 
 
Dated August 10, 1995. 
      ----------------
 
 
/s/William Watts
----------------------
William Watts 
Chief Financial Officer 
 
  
 
RESOLUTIONS
OF THE
BOARD OF DIRECTORS
OF
SIGNAL APPAREL COMPANY, INC.
ADOPTED
MARCH 31, 1995

     On August 10, 1995 the members of the Board of Directors of
Signal Apparel Company, Inc. (the "Company"), participating in a
duly called meeting held by telephone in accordance with the
Bylaws of the Company, approved the following resolutions:

     WHEREAS, the Company desires additional working capital to
fund current operations; and

     WHEREAS, Walsh Greenwood & Co. ("Walsh Greenwood") has
offered to amend the Credit Agreement, dated as of March 31, 1995
(the "Credit Agreement"), and to lend to the Company an
additional principal amount of up to $5,000,000 pursuant to the
terms of the Credit Agreement as amended by the First Amendment
to Credit Agreement presented to the Board (the "Amendment"), the
principle terms of which include:

     1. a maximum borrowing of an additional $5 million for a
total of up to $20 million which shall be drawn in increments of
not less than $1 million upon notice received two business days
prior to each draw;

     2. the issuance to Walsh Greenwood of warrants to purchase
500,000 shares of the Company's Common Stock at $2.25 per share,
which warrants will vest on the basis of 100,000 warrants for
each $1 million drawn and which will be exercisable for three
years from vesting, such warrants containing provisions
substantially similar to those of the Fixed Rate Warrants issued
under the Credit Agreement; 

     3. the issuance to Walsh Greenwood of warrants to purchase
500,000 shares of the Company's Common Stock at a 25% discount to
the 20 day average trade price in December, 1996, which warrants
will vest immediately upon the commitment by Walsh Greenwood of
the full amount of the additional credit and which will be
exercisable for three years beginning January 1, 1997, such
warrants containing provisions substantially similar to the
Discount Rate Warrants issued under the Credit Agreement;

     4. a Replacement Note in the face amount of $20 million will
evidence the borrowing and will be upon terms substantially
similar to the Note issued pursuant to the Credit Agreement;

     7. all borrowings will continue to be secured by a security
interest in all assets of the Company currently pledged to its
senior lenders, but will be subordinate to the security interests
of such lenders;

     8. all borrowings shall be used only for working capital and
shall not be used to repay any principal of any bank debt;

     9. such covenants as are contained in the Credit Agreement

     WHEREAS, Messrs. Greenwood and Walsh have informed the Board
that they may be deemed to have financial or management
interests, which they have fully disclosed to the Board, in Walsh
Greenwood sufficient to create the possibility of a conflict of
interest as contemplated by Section 23-1-35-2 of the Indiana
Business Corporation Law; and

     WHEREAS, pursuant to the terms of Section 23-1-35-2 of the
Indiana Business Corporation Law, approval of the aforementioned
transactions by a majority of the members of the Board of
Directors other than Messrs. Greenwood and Walsh will result in
the approval of the transactions by a majority of disinterested
directors; and

     WHEREAS, in connection with the Credit Agreement, the
Company received an opinion from the firm of Value Research
Corporation concerning the Credit Agreement and related
transactions, to the effect that the transactions were fair, from
a financial point of view, to the existing investors in the
Company's Common Stock and to the creditors of the Company as a
group; and

     WHEREAS, after having reviewed and considered: (i) the
information disclosed to the Board by Messrs. Greenwood and
Walsh, concerning their financial or management interests  in
certain of the entities (other than the Company) which are
parties to the proposed transactions, (ii) the opinion of Value
Research Corporation that the transactions in connection with the
Credit Agreement are fair, from a financial point of view, to the
existing investors in the Company's Common Stock and to the
creditors of the Company as a group, and (iii) the recommendation
of management of the Company to the effect that the proposed
amendment of the Credit Agreement is fair to and in the best
interest of the Company, its creditors and its shareholders, the
Board has concluded that the plan submitted by management to
enter into such amendment will enable the Company adequately to
fund its working capital requirements and will enhance the value
of the Company's business,

     NOW THEREFORE, be it

     RESOLVED that the officers of the Company be authorized and
directed to borrow from Walsh Greenwood an additional principal
amount of up to $5,000,000 for a total of up to $20 million in
accordance with the terms of the Amendment, in all events
subordinate to security interests previously granted to the
Company's senior bank lenders; and to issue to Walsh Greenwood
the Fixed Rate Warrants and the Discount Rate Warrants; and

     FURTHER RESOLVED, that the Company be authorized and
directed to issue its Common Stock in accordance with the terms
of the new Fixed Rate Warrants and the Discount Rate Warrants
and, should the Company not possess sufficient authorized and
unissued shares for such purpose, or should shareholder approval
be required as a prerequisite to the issuance of such shares
under any governmental statute or regulation or under the rules
of the New York Stock Exchange, that the Company be authorized to
present for vote of the shareholders of the Company at the next
meeting of shareholders following the discovery of such
insufficiency or requirement a proposal to (i) increase the
number of authorized shares of the Company's Common Stock, by
amendment of the Company's Restated Articles of Incorporation or
otherwise, in an amount at least sufficient to satisfy the
requirements of the warrants or (ii) approve the issuance of such
shares in accordance with the terms of the warrants, as
applicable; and

     FURTHER RESOLVED, that the proper officers of the Company
are hereby authorized, directed and empowered to negotiate,
execute, deliver and perform the Amendment, warrants, notes,
amendments to mortgages and all other documents or certificates
necessary or desirable in connection with the foregoing; and that
the proper officers of the Company are directed and empowered to
take all such further actions as, in their judgment, they deem
necessary, desirable or proper to implement the foregoing
resolutions.


 
           THE SHIRT SHED, INC. OFFICERS' CERTIFICATE

To:  Walsh Greenwood & Co., party to the Credit Agreement
referred to herein.

This Officers' Certificate is given in connection with the First
Amendment to Credit Agreement dated as of August 10, 1995 (the
"Amendment") among The Shirt Shed Inc. (the "Company"), American
Marketing Works, Inc., Signal Apparel Company, Inc. and Walsh
Greenwood & Co. (the "Lender").  The Amendment modifies
provisions of a Credit Agreement, dated as of March 31, 1995 by
and among the Lender, the Company, American Marketing Works, Inc.
and Signal Apparel Company, Inc. (the "Credit Agreement").
Capitalized terms used herein and not defined herein have the
meanings assigned to them by or pursuant to the terms of the
Credit Agreement and the Amendment.

                               I.

We, Robert Powell and William Watts, Chief Financial Officer of
the Company, do hereby certify as follows:

1.   Attached hereto as Exhibit A is a true, correct, and
complete copy of the resolutions duly adopted by the Board of
Directors of the Company at a meeting held on August 10, 1995 at
which a quorum was present and acting throughout. Such
resolutions have not been amended, modified or rescinded, are in
full force and effect on the date hereof in the form adopted, and
are the only resolutions adopted by the Board of Directors or any
committee thereof relating to the Loan Documents.

                              II.

Robert Powell, as the Secretary of the Company, certifies that
William Watts, as Chief Financial Officer of the Company is a
duly elected or appointed officer of the Company and is
authorized to execute and deliver the Amendment, the Replacement
Note and the other Loan Documents on behalf of the Company.

                              III.

This portion of the Officers' Certificate is given by William
Watts, as Chief Financial Officer of the Company (the "Executive
Officer").

The Executive Officer hereby certifies that:

1.   No Default has occurred and is continuing, nor will the
Amendment of the Loan being requested on the date hereof create a
Default; and

2.   The representations and warranties made by the Company in
the Amendment are true and correct in all material respects on
and as of the date of this certificate;

The Executive Officer also certifies that:

A.   Robert Powell is the duly elected Secretary of the Company
and is authorized to execute and deliver the Credit Agreement and
the Notes on behalf of the Company.

In making the foregoing certification, the Executive Officer has
read, in particular, Paragraphs 6 and 7 of the Amendment and all
Sections of the Credit Agreement incorporated or referenced by
such paragraphs and all definitions used in that Amendment and in
the Credit Agreement to the extent unchanged by the Amendment.

The Executive Officer states that he has made such examination or
investigation as is necessary to enable him to express an
informed opinion as to whether or not each such covenant or
condition has been complied with.

In rendering this certification, the Executive Officer made
inquiries of the appropriate employees of the Company and of
advisors to the Company, including but not limited to, its
accountants, actuaries, and attorneys.

IN WITNESS WHEREOF, I have signed this Officers' Certificate and
affixed the corporate seal of the Company.

Dated August 10, 1995.



/s/Robert J. Powell
--------------------------
Robert Powell
Secretary


IN WITNESS WHEREOF, each of the undersigned officers of the
Company has signed this Officers' Certificate.

Dated August 10, 1995.



/s/William Watts
--------------------------
William Watts
Chief Financial Officer





RESOLUTIONS OF THE BOARD OF DIRECTORS
OF                                  
THE SHIRT SHED, INC.

      RESOLVED,  whereas  the  Company  requires
additional working  capital to fund its operations;
whereas the Company entered a Credit Agreement, dated
March 31, 1995, with Walsh Greenwood & Co. (the "Credit
Agreement") pursuant  to  which the Company and its
affiliates borrowed $15,000,000; whereas Walsh  Greenwood
&  Co.  is willing  to  amend  the  Credit Agreement to
increase the maximum of borrowing thereunder to
$20,000,000  upon  the  terms  and  conditions  of  a
First Amendment to Credit Agreement (the "Amendment")
presented to the Board, the Company hereby is authorized
and directed  to enter  the Amendment and all other
agreements and amendments referenced thereby and to borrow
up to $20,000,000 upon  the terms specified in the
Amendment; and

      FURTHER RESOLVED, that the officers of the Company
be authorized  and  directed  to execute  upon  behalf  of
the Company  the  Amendment, a First Amendment  to  Real
Estate Mortgage, Security Agreement, Assignment of Leases
and Rents and  Fixture  Filing and such other documents,
certificates, and agreements as may be required under the
Amendment or  to effect the foregoing resolution.




      AMERICAN MARKETING WORKS, INC. OFFICERS' CERTIFICATE

To:  Walsh Greenwood & Co., party to the Credit Agreement
referred to herein.

This Officers' Certificate is given in connection with the First
Amendment to Credit Agreement dated as of August 10, 1995 (the
"Amendment") among American Marketing Works, Inc. (the
"Company"), Signal Apparel Company, Inc., The Shirt Shed Inc. and
Walsh Greenwood & Co. (the "Lender").  The Amendment modifies
provisions of a Credit Agreement, dated as of March 31, 1995 by
and among the Lender, the Company, Signal Apparel Company, Inc.
and The Shirt Shed, Inc. (the "Credit Agreement"). Capitalized
terms used herein and not defined herein have the meanings
assigned to them by or pursuant to the terms of the Credit
Agreement and the Amendment.

                               I.

We, Robert Powell and William Watts, Vice President/Finance of
the Company, do hereby certify as follows:

1.   Attached hereto as Exhibit A is a true, correct, and
complete copy of the resolutions duly adopted by the Board of
Directors of the Company at a meeting held on August 10, 1995 at
which a quorum was present and acting throughout. Such
resolutions have not been amended, modified or rescinded, are in
full force and effect on the date hereof in the form adopted, and
are the only resolutions adopted by the Board of Directors or any
committee thereof relating to the Loan Documents.

                              II.

Robert Powell, as the Secretary of the Company, certifies that
William Watts, as Vice President/Finance of the Company is a duly
elected or appointed officer of the Company and is authorized to
execute and deliver the Amendment, the Replacement Note and the
other Loan Documents on behalf of the Company.

                              III.

This portion of the Officers' Certificate is given by William
Watts, as Chief Financial Officer of the Company (the "Executive
Officer").

The Executive Officer hereby certifies that:

1.   No Default has occurred and is continuing, nor will the
Amendment or the Loan being requested on the date hereof create a
Default; and

2.   The representations and warranties made by the Company in
the Amendment are true and correct in all material respects on
and as of the date of this certificate;

The Executive Officer also certifies that:

A.   Robert Powell is the duly elected Secretary of the Company
and is authorized to execute and deliver the Credit Agreement and
the Notes on behalf of the Company.

In making the foregoing certification, the Executive Officer has
read, in particular, Paragraphs 6 and 7 of the Amendment and all
Sections of the Credit Agreement incorporated or referenced by
such paragraphs and all definitions used in that Amendment and in
the Credit Agreement to the extent unchanged by the Amendment.

The Executive Officer states that he has made such examination or
investigation as is necessary to enable him to express an
informed opinion as to whether or not each such covenant or
condition has been complied with.

In rendering this certification, the Executive Officer made
inquiries of the appropriate employees of the Company and of
advisors to the Company, including but not limited to, its
accountants, actuaries, and attorneys.

IN WITNESS WHEREOF, I have signed this Officers' Certificate and
affixed the corporate seal of the Company.

Dated August 10, 1995.



/s/Robert J. Powell
-------------------------
Robert Powell
Secretary


IN WITNESS WHEREOF, each of the undersigned officers of the
Company has signed this Officers' Certificate.

Dated August 10, 1995.



/s/William Watts
-------------------------
William Watts
Vice President/Finance





RESOLUTIONS OF THE BOARD OF DIRECTORS
OF
AMERICAN MARKETING WORKS, INC.

      RESOLVED,  whereas  the  Company  requires
additional working  capital to fund its operations;
whereas the Company entered a Credit Agreement, dated
March 31, 1995, with Walsh Greenwood & Co. (the "Credit
Agreement") pursuant  to  which the Company and its
affiliates borrowed $15,000,000; whereas Walsh  Greenwood
&  Co.  is willing  to  amend  the  Credit Agreement to
increase the maximum of borrowing thereunder to
$20,000,000  upon  the  terms  and  conditions  of  a
First Amendment to Credit Agreement (the "Amendment")
presented to the Board, the Company hereby is authorized
and directed  to enter  the Amendment and all other
agreements and amendments referenced thereby and to borrow
up to $20,000,000 upon  the terms specified in the
Amendment; and
      FURTHER RESOLVED, that the officers of the Company
be authorized  and  directed  to execute  upon  behalf  of
the Company the Amendment and such   other   documents,
certificates,  and agreements as may be required  under
the Amendment or to effect the foregoing resolution.