Noncompetition Agreement

NONCOMPETITION AGREEMENT


THIS NONCOMPETITION AGREEMENT (this "Agreement"), dated this 27th day of February, 1997, is made by and between GFSI HOLDINGS, INC., a Delaware corporation ("Holdings"), and ROBERT M. WOLFF, an individual ("Seller").


W I T N E S S E T H:


WHEREAS, the Seller has been actively involved in the business of Winning Ways, Inc., a Missouri corporation (the "Company"), as an employee, substantial stockholder, officer and member of the Board of Directors of the Company; and


WHEREAS, Holdings and GFSI, Inc., a Delaware corporation ("GFSI"), have agreed to purchase all of the issued and outstanding shares of capital stock of the Company (the "Shares") pursuant to an Agreement for Purchase and Sale of Stock dated January 24, 1997, by and among GFSI, Holdings and all of the stockholders of the Company (the "Purchase Agreement"); and


WHEREAS, the continued involvement by the Seller in a business in competition with the Company would diminish the value of the Shares to be purchased by Holdings; and


WHEREAS, as an inducement to Holdings to consummate its purchase of the Shares, the Seller has agreed not to compete with Holdings and to refrain from making disclosures to the extent set forth below;


NOW, THEREFORE, in consideration of the premises and the covenants and agreements contained herein, the parties hereto agree as follows:


1. Restrictive Covenants. In consideration of the annual sum of Two Hundred Fifty Thousand Dollars ($250,000) to be paid in monthly installments by Holdings to the Seller during the ten (10) year period following the date hereof, the Seller agrees that for a period of ten (10) years from the date hereof, the Seller shall not:


a. directly or indirectly, either individually or as a principal,
partner, agent, employee, employer, consultant, stockholder, joint
venturer, or investor, or as a director or officer of any corporation or
association, or in any other manner or capacity whatsoever, engage in,
assist or have any active interest in a business located anywhere in the
United States that (i) manufactures, distributes or markets custom
imprinted and embroidered activewear or that otherwise competes with or is
similar in concept, design or format to the business conducted by Holdings
or the Company on the date hereof or at any time during


the term of this covenant, or (ii) sells to, supplies, provides goods or
services to, purchases from, or does business in any manner with Holdings
or the Company. Notwithstanding the above, this paragraph shall not be
construed to prohibit the Seller from owning shares of Holdings or from
owning less than ten percent (10%) of the securities of a corporation which
is publicly traded on a securities exchange or over-the-counter; or


b. directly or indirectly, either individually, or as a principal,
partner, agent, employee, employer, consultant, stockholder, joint
venturer, or investor, or as a director or officer of any corporation or
association, or in any other manner or capacity whatsoever, (i) divert or
attempt to divert from Holdings or the Company any business with any
customer or account with which the Seller had any contact or association,
which was under the supervision of the Seller, or the identity of which was
learned by the Seller as a result of the Seller's employment with Holdings
or the Company, or (ii) induce any salesperson, distributor, supplier,
vendor, manufacturer, representative, agent, jobber or other person
transacting business with Holdings or the Company to terminate their
relationship or association with Holdings or the Company, or to represent,
distribute or sell services or products in competition with services or
products of Holdings or the Company, or (iii) induce or cause any employee
of Holdings or the Company to leave the employ of Holdings or the Company;
provided, however, nothing contained in this clause (iii) shall prohibit
the Seller from voting to terminate the employ of any officer of the
Company in connection with the performance of the Seller's obligations as a
member of the Board of Directors of Holdings or any affiliate of Holdings.


2. Non-Disclosure. The Seller shall not at any time or in any manner, directly or indirectly, use or disclose t ...