November 22, 1999


RSI Holdings, Inc.
28 East Court Street
Greenville, SC 29601

Attn:  Buck A. Mickel, President

Re:   Revolving   Credit  Line  in  amount  of  Five-hundred   Thousand  Dollars
($500,000.00).

Dear Mr. Mickel:

Reference is made to that certain LOAN AGREEMENT dated as of April 30, 1999 (the
"Agreement") between RSI Holdings, Inc. (the "Borrower"), MICCO Corporation (the
"Guarantor")  and First Union National Bank (the "Bank").  The Agreement and all
other documents executed and delivered in connection  therewith are collectively
referred to herein as the "Loan  Documents".  All capitalized terms used but not
defined herein shall have the meanings assigned in the Loan Documents.

The Agreement provides:

TANGIBLE NET WORTH. Borrower shall at all times maintain a Tangible Net Worth of
at least One Thousand Dollars and No Cents ($1,000.00).  ). "Tangible Net Worth"
shall  mean  total  assets  minus  total  liabilities.   For  purposes  of  this
computation, the aggregate amount of any intangible assets of Borrower including
without limitation,  goodwill, franchises,  licenses, patents, trademarks, trade
names,  copyrights,  service marks,  and brand names,  shall be subtracted  from
total assets, and total liabilities shall include subordinated debt.

The Bank has  determined  that the Borrower  has  violated the  above-referenced
provision  due to the  following:  Failure  to  maintain  the  required  Minimum
Tangible Net Worth of at least One Thousand Dollars and No Cents ($1,000.00). At
Borrower's  fiscal year end August 31,  1999,  Borrower's  Tangible Net Worth is
reported to be negative Fifty-four Thousand Dollars (-$54,000.00).

The Borrower has requested the Bank's waiver, and the Bank does hereby waive the
Borrower's default under this provision,  subject to Borrower's execution of and
return of this letter.  This waiver is limited to the default  recited above, as
of Borrower's fiscal year end 1999, and shall not be construed to be a waiver of
any  subsequent  default under the referenced  provision,  or of any existing or
future defaults under any other provision of any Loan Document.

The Borrower,  by signature  below,  represents and warrants that there exist no
defaults  or  event of  default  under  the  Loan  Documents  other  than  those
specifically  waived  herein,  that the Loan  Documents  are in full  force  and
effect,  and that Borrower does not have any defenses to its  obligations  under
the Loan Documents nor any claims against Bank.





Please  evidence  your  acceptance  of the terms of this  waiver by signing  and
returning  to  the  Bank a copy  of  this  letter  bearing  original  authorized
signature of each of the parties indicated.


                                           Very Truly Yours,
                                           FIRST UNION NATIONAL BANK

                                           BY: /s/ Brian W. English
                                               -------------------------------
                                            Brian W. English
                                            Vice President and Portfolio Manager

ACCEPTED AND AGREED TO:

RSI Holdings, Inc.

By:   /s/ Buck A. Mickel
      ----------------------
       Buck A. Mickel
       President & CEO


Date:   11/24/99

ACKNOWLEDGED:

MICCO Corporation, Guarantor

By:   /s/ Buck A. Mickel
      -------------------------
        Buck A.  Mickel
        Vice President

Date:   11-24-99

cc: Joseph F. Ogburn, Treasurer, RSI Holdings, Inc.
Charles Cecil, SVP, First Union National Bank
David Sheinutt, SVP, First Union National Bank