P R E definition

P R E. A M B L E The Company is aware that, in order to induce highly competent persons to serve the Company as directors or in other capacities, the Company must provide such persons with adequate protection through insurance and indemnification against inordinate risks of claims and actions against them arising out of their service to and activities on behalf of the Company. The difficulty of obtaining adequate directors and officers liability insurance in the current market has increased the difficulty of attracting and retaining such persons. The Board of Directors of the Company has determined that (i) it is essential to the best interests of the Company's shareholders that the Company act to assure such persons that there will be increased certainty of such protection in the future, and that (ii) it is reasonable, prudent and necessary for the Company contractually to obligate itself to indemnify such persons to the fullest extent permitted by applicable law so that they will continue to serve the Company free from undue concern that they will not be so indemnified. The Indemnitee is willing to serve, continue to serve, and take on additional service for or on behalf of the Company on the condition that he be so indemnified;

P R E. L I M I N A R Y S T A T E M

P R E. A M B L E: - - - - - - - - Pursuant to that certain Loan and Security Agreement dated as of January 28, 2000, as amended from time to time by and among Lender and Borrowers (collectively, the "Loan Agreement"), Lender made certain financing available to Borrowers. Borrowers have requested Lender to modify certain terms and provisions of the Documents. Lender has agreed to do so, upon the terms and conditions of this Amendment.

P R E. A M B L E On January 20, 1997 (the "Rights Dividend Declaration Date"), the Board of Directors of the Company authorized and declared a dividend of one Series C Preferred Stock Purchase Right (the "Rights") on each share of common stock, $1.00 par value, of the Company (the "Common Stock") outstanding on February 14, 1997 (the "Record Date"), and has authorized the issuance of one Right with respect to each share of Common Stock that shall become outstanding between February 14, 1997, and the earlier of the Distribution Date or the Expiration Date (as such terms are defined in Sections 3 and 7 of this Agreement). Each Right represents the right to purchase one one-hundredth of a share of Series C Preferred Stock, no par value, having the rights, powers and preference set forth in the form of Certificate of Designation, Preferences and Rights of Series C Preferred Stock attached as Exhibit A to this Agreement (the "Preferred Stock"), upon the terms and subject to the conditions set forth in this Agreement. ACCORDINGLY, in consideration of the premises and the mutual agreements set forth in this Agreement, the parties agree as follows:

P R E. A M B L E : The Company, on behalf of itself and its shareholders, wishes to attract and retain well-qualified executives and key personnel and to assure itself of the continuity of its management. The Executive currently holds the position of Chief Financial Officer, and is a member of the Company's Management Executive Committee. The Company recognizes that the Executive is a valuable resource of the Company and the Company desires to be assured of the continued services of the Executive. The Company is concerned that in the event of a possible or threatened change in control of the Company, uncertainties necessarily arise and the Executive may have concerns about the continuation of his employment status and responsibilities and may be approached by others offering competing employment opportunities, and the Company therefore desires to provide the Executive assurance as to the continuation of his employment status and responsibilities in such event. The Company further desires to assure that, if a possible or threatened change in control should arise and the Executive should be involved in deliberations or negotiations in connection therewith, the Executive would be in a secure position to consider and participate in such transaction as objectively as possible in the best interests of the Company and, to this end, desires to protect the Executive from any direct or implied threat to his financial well being. The Executive is willing to continue to serve as such but desires assurance that in the event of such a change in control he will continue to have the employment status and responsibilities he could reasonably expect absent such event and in the event of a change in control he will have fair and reasonable severance protection on the basis of his service to the Company to that time. ACCORDINGLY, it is hereby agreed by and between the parties as follows:

P R E. A M B L E The Borrower is the maker of a certain $10,000,000.00 Master Revolving Promissory Note (Facility 1) dated as of January 20, 1995 (as amended, the "Facility 1 Note") and a certain $10,000,000 Master Revolving Promissory Note (Facility 2) dated as of January 20, 1995 (as amended, the "Facility 2 Note", or together with the Facility 1 Note, the "Notes"), which together evidence a certain $20,000,000.00 loan from the Bank to the Borrower (the "Loan"). The Loan was extended pursuant to a certain Credit Agreement by and between the Bank and the Borrower dated as of January 20, 1995 (as amended, the "Credit Agreement"), and is secured by, among other things, that certain Collateral Assignment and Pledge of Master Promissory Notes from Borrower to Bank dated as of January 20, 1995 and is guaranteed by the Guarantor. The Bank and the Borrower have agreed to renew and modify the Loan, and to amend the documents and instruments evidencing, securing, relating to, guaranteeing or executed or delivered in connection with the Loan (collectively, as heretofore amended, the "Loan Documents").

P R E. A M B L E The welfare of the Company and its employees is dependent largely upon the service which the Company renders to the public. Improvement in this service and economy in operating and maintenance expenses are promoted by willing cooperation between the management and the voluntary organizations of its employees. When the groups responsible for better service and greater efficiency share fairly in the benefits which follow their joint efforts, improvements in the conduct and efficiency of the Company's business are greatly encouraged. The Parties to this Agreement recognize the foregoing principles and agree to be governed by them in their relations.

P R E. A M B L E The intention of this Agreement is to promote and maintain harmonious relations and cooperation between the Company and the International Association of Machinists and Aerospace Workers, acting as sole

P R E. A M B L E WHEREAS Young Generations, Inc., a North Carolina corporation (the "Company"), is a wholly-owned subsidiary of Seller engaged in the children's apparel business;