DH APPAREL COMPANY, INC.
                               BOARD OF DIRECTORS
                             RESOLUTIONS RESPECTING
                               AMENDMENT OF BYLAWS

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     The Board of Directors (the "Board") of DH Apparel Company, Inc., a Georgia
corporation (the "Company"),  does hereby adopt the following resolutions of the
Board:

     WHEREAS,  the Board believes that it is in the best interest of the Company
and its  shareholders  to amend the Company's  bylaws (the  "Bylaws") to provide
that the Company's Chairman of the Board or Chief Executive Officer,  as well as
the Company's  President or any Vice President,  may sign  certificates  for the
Company's stock;

     NOW THEREFORE, the Board hereby adopts the following resolutions:

     RESOLVED,  that  Section 7.2 of the Bylaws is hereby  amended by adding the
phrase "the Chairman of the Board, the Chief Executive Officer," to such Section
7.2 immediately before the phrase "the President or a Vice President."

     RESOLVED,  that the Company  shall cause to be  performed  all such acts as
shall be necessary or  advisable  in order to  accomplish  the purposes of these
resolutions.

     RESOLVED,  that the officers of the Company,  be, and they hereby are, each
authorized, empowered and directed, on behalf of and in the name of the Company,
to do and perform all such acts and things, and to execute,  deliver and/or file
all  such  instruments,   agreements  and  other  documents  (including  without
limitation any notices of the amendment of the Bylaws  provided  herein required
to be filed by  applicable  law or rules  with any  governmental  or  regulatory
agency  and  any  stock  market,   stock  exchange  or  other  self   regulatory
organization  on which the  Company's  securities  are listed or  proposed to be
listed) as they or such  officer may deem  necessary  or desirable to carry into
effect the purposes and intent of the foregoing resolutions,  and to perform all
acts necessary or advisable in order to perform the Company's obligations under,
and to consummate the transactions  contemplated by, any such executed document;
and the execution and/or filing of each such instrument,  agreement and document
shall constitute conclusive evidence of the Board's approval thereof.

     RESOLVED,  that each act consistent with the purposes of these  resolutions
performed  prior to the  execution  of these  resolutions  by any officer of the
Company is hereby ratified.

     RESOLVED,  that the Secretary or any Assistant  Secretary of the Company is
authorized to make such  corrective or minor  modifications  or additions to the
foregoing  resolutions as shall be deemed  necessary or appropriate,  so long as
the resolutions, as so modified or supplemented,  effect the intent and purposes
of these resolutions.

     RESOLVED,  that these  resolutions  supersede any prior resolutions of this
Board, if any, that are inconsistent with these resolutions.

Adopted February 17th, 2000.