Exhibit (4)(c)(12)


Mellon Business Credit
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December 30, 1998 

Mr. Kent Anderson 
Chairman of the Board 
B.B. Walker Company 
414 E. Dixie Drive 
Asheboro, NC   27203 

Dear Kent: 

As you have requested, Mellon Business Credit has approved a 
modification in the method of calculation of your financial covenants. 
With the change in the date of expiration of the term Facility to June 
30, 1999, all of that debt must be classified as short term for 
accounting purposes.

By this letter, Mellon approves that that portion of the Mellon Term 
Facility that would otherwise have been due greater than one year 
hence, had the expiration of the Term Facility not been modified, shall 
be permitted to be classified as long term debt for covenant 
calculation purposes.

This modification will apply only through June 30, 1999.  Failure by 
B.B. Walker Company, Inc. to sell their Asheboro, NC facility and thus 
pay off this term debt or seek an alternative solution acceptable to 
Mellon will constitute an event of default.


Sincerely, 

ROGER D. ATTIX 
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Roger D. Attix 
Vice President 
Mellon Business Credit 
Mellon Bank Center 
1735 Market Street 
Philadelphia, PA  19101-7899 

RDA:mjs 


ACKNOWLEDGED: 

KENT T. ANDERSON 
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Kent T. Anderson 
Chairman of the Board