DELTA APPAREL INC
COLLATERAL ASSIGNMENT
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>11
<FILENAME>collateralagr.txt
<DESCRIPTION>COLLATERAL ASSIGNMENT
<TEXT>
                  COLLATERAL ASSIGNMENT OF PURCHASE AGREEMENTS

         This COLLATERAL  ASSIGNMENT OF PURCHASE AGREEMENTS (this "Assignment"),
dated as of October 3, 2003, is entered into among MJS  ACQUISITION  COMPANY,  a
North Carolina corporation ("MJS"),  DELTA APPAREL,  INC., a Georgia corporation
("Delta"; together with MJS, each, a "Debtor" and collectively,  "Debtors"), and
CONGRESS  FINANCIAL  CORPORATION  (SOUTHERN),  as agent  for Delta  Lenders  (as
defined  below) and as agent for Soffe Lenders (as defined  below) (in either or
both capacities, "Secured Party").

                              W I T N E S S E T H:

         WHEREAS, Secured Party, Soffe Lenders and MJS have entered or are about
to enter into  financing  arrangements  pursuant to which Soffe Lenders may make
loans and  advances and provide  other  financial  accommodations  to MJS as set
forth in the Loan and Security  Agreement,  dated the date hereof,  by and among
Secured   Party,   the   financial   institutions   party   thereto  as  lenders
(collectively, "Soffe Lenders") and MJS (as the same now exists or may hereafter
be amended, modified, supplemented, extended, renewed, restated or replaced, the
"Soffe Loan Agreement";  capitalized terms used herein and not otherwise defined
shall have the meaning  ascribed to such terms in the Soffe Loan  Agreement) and
other notes,  guarantees,  agreements,  documents  and  instruments  referred to
therein or at any time  executed  and/or  delivered in  connection  therewith or
related  thereto,  including,  but not limited to, this  Assignment  (all of the
foregoing,  together with the Soffe Loan Agreement, as the same now exist or may
hereafter be amended,  modified,  supplemented,  extended,  renewed, restated or
replaced,  being  collectively  referred  to  herein  as  the  "Soffe  Financing
Agreements"); and

         WHEREAS,  as an  inducement to Secured Party and Soffe Lenders to enter
into the Soffe Loan Agreement and to make the loans thereunder, Delta has agreed
to guarantee the obligations of MJS to Secured Party and Soffe Lenders  pursuant
to  that  certain  Guarantee  dated  the  date  hereof  (as  amended,  modified,
supplemented,  extended or restated from time to time, the "Soffe Loan Agreement
Guarantee"),  by Delta and SAIM,  LLC in favor of  Secured  Party,  on behalf of
Secured Party and Soffe Lenders,  and has agreed to secure its obligations under
the Soffe Loan Agreement Guarantee as provided herein; and

         WHEREAS,  Secured Party,  the financial  institutions  party thereto as
lenders   (collectively,   "Delta   Lenders";   together  with  Soffe   Lenders,
collectively,  "Lenders")  and Delta  have  entered  or are about to enter  into
financing  arrangements  pursuant  to which  Delta  Lenders  may make  loans and
advances and provide other  financial  accommodations  to Debtor as set forth in
the Amended and Restated Loan and Security Agreement,  dated the date hereof, by
and among Secured Party,  Delta Lenders and Delta (as the same now exists or may
hereafter be amended,  modified,  supplemented,  extended,  renewed, restated or
replaced,  the "Delta Loan  Agreement";  together with the Soffe Loan Agreement,
collectively,  the "Loan Agreements") and other notes,  guarantees,  agreements,

<PAGE>

documents and  instruments  referred to therein or at any time  executed  and/or
delivered in connection therewith or related thereto, including, but not limited
to,  this  Assignment  (all of the  foregoing,  together  with  the  Delta  Loan
Agreement,  as the  same  now  exist  or may  hereafter  be  amended,  modified,
supplemented,  extended,  renewed,  restated  or  replaced,  being  collectively
referred to herein as the "Delta  Financing  Agreements"  and together  with the
Soffe Financing Agreements, collectively, the "Financing Agreements"); and

         WHEREAS, as an inducement to Secured Party to enter into the Delta Loan
Agreement  and to make the loans  thereunder,  MJS has agreed to  guarantee  the
obligations of Delta to Secured Party pursuant to that certain Guarantee,  dated
as of the date hereof (as amended, modified, supplemented,  extended or restated
from time to time, the "Delta Loan Agreement Guarantee"; together with the Soffe
Loan   Agreement   Guarantee,   each  a  "Guarantee"   and   collectively,   the
"Guarantees"),  by MJS and SAIM,  LLC in favor of  Secured  Party,  on behalf of
Secured Party and Delta Lenders,  and has agreed to secure its obligations under
the Delta Loan Agreement Guarantee as provided herein; and

         WHEREAS,  MJS, Delta, M. J. Soffe Co. and James F. Soffe, John D. Soffe
and  Anthony M.  Cimaglia  (collectively,  "Sellers")  have  entered  into those
certain  documents  set forth on  Schedule  1  attached  hereto  and made a part
hereof,  along with the Exhibits and Schedules  attached thereto  (collectively,
the "Soffe Stock Purchase Documents"); and

         WHEREAS,  pursuant to the Soffe Stock Purchase Documents,  Sellers have
made certain representations and warranties to, and covenants and indemnities in
favor of, Debtors (collectively, the "Seller Commitments"); and

         WHEREAS,  it is a condition  precedent to the execution and delivery of
the Soffe Loan  Agreement by Secured  Party and Soffe  Lenders and the execution
and delivery of the Delta Loan  Agreement by Secured Party and Delta Lenders and
the extension of the loans and other financial  accommodations  to MJS under the
Soffe  Loan  Agreement  and to Delta  under the Delta Loan  Agreement  that each
Debtor assign to Secured Party, for the benefit of Secured Party and Lenders, as
additional security for the repayment of the Obligations (as defined in the Loan
Agreements) and the Guaranteed  Obligations (as defined in the Guarantees),  all
of such  Debtor's  rights and remedies with respect to any and all of the Seller
Commitments;

         NOW,  THEREFORE,  in consideration of the premises set forth herein and
for other good and valuable consideration,  the receipt and sufficiency of which
are hereby acknowledged, the parties hereto agree as follows:

         1. ASSIGNMENT OF RIGHTS. Subject to the terms of this Assignment,  each
Debtor  hereby  collaterally  assigns and  transfers to Secured  Party,  for the
benefit of Secured Party and Lenders,  as additional  security for the repayment
in  full  of the  Obligations  (as  defined  in the  Loan  Agreements)  and  the
Guaranteed  Obligations  (as defined in the  Guarantees),  all of such  Debtor's
rights and  remedies  under or pursuant to the Soffe Stock  Purchase  Documents.
Secured Party shall not, by virtue of this Assignment, obtain rights or remedies
against  Sellers  greater than the rights and  remedies  each Debtor has against
Sellers with respect to such assigned  rights and remedies.  This Assignment and
Secured Party's rights  hereunder shall be subject to all of the limitations and
defenses  available  to  the  Sellers,   and  all  requirements  and  conditions

<PAGE>

applicable  to Sellers and Debtors,  under the Soffe Stock  Purchase  Documents,
including,  without  limitation,  setoff  rights,  indemnification  baskets  and
liability  limitations,  exclusive remedy  provisions,  notice  requirements and
duties to mitigate damages.

         2. RIGHTS AND POWERS OF SECURED PARTY.  Each Debtor hereby  irrevocably
authorizes  and empowers  Secured Party or its agents,  in its sole  discretion,
effective  as of the  occurrence  and  during  the  continuance  of an  Event of
Default, (i) to assert,  either directly or on behalf of such Debtor, any rights
such Debtor may from time to time have  against  Sellers with respect to any and
all of the Seller  Commitments  or with respect to any and all payments or other
obligations due from Sellers to such Debtor under or pursuant to the Soffe Stock
Purchase  Documents,  and (ii) to receive and collect  any  damages,  awards and
other  monies  resulting  therefrom  and to  apply  the same on  account  of the
Obligations (as defined in the Loan  Agreements) and the Guaranteed  Obligations
(as defined in the Guarantees);  provided, that Secured Party shall give Debtors
at least ten (10) days'  prior  written  notice of its  intention  to assert any
claim in connection with the Seller  Commitments;  and provided,  further,  that
Secured Party shall act in a commercially reasonable manner in asserting any and
all rights and claims.  Each Debtor hereby  irrevocably  makes,  constitutes and
appoints  Secured  Party (and all  officers,  employees or agents  designated by
Secured  Party) as such  Debtor's  true and lawful  attorney and  agent-in-fact,
effective  as of the  occurrence  and  during  the  continuance  of an  Event of
Default,  for the purpose of enabling Secured Party or its agents to assert such
rights  and  to  apply  such  monies  in  the  manner  set  forth   hereinabove.
Notwithstanding any provision of this Assignment to the contrary,  Secured Party
agrees that unless an Event of Default  shall have  occurred and be  continuing,
each  Debtor  shall  have the right to (i)  assert  claims  against  Sellers  in
connection  with the Seller  Commitments  and the right to collect any  damages,
awards and other monies resulting therefrom,  and (ii) receive, retain and apply
all  payments  and other  obligations  due from  Sellers  under the Soffe  Stock
Purchase Documents in a manner consistent with any applicable  provisions of the
Loan Agreements;  provided,  that such Debtor shall give Secured Party notice of
its  intention  to assert  any  material  claim in  connection  with the  Seller
Commitments.

         3.  INFORMATION.  Each Debtor shall keep Secured Party  informed of all
material circumstances  relating to the Seller Commitments,  and no Debtor shall
grant any  material  consents  or waive any of its  material  rights or remedies
under the Soffe Stock Purchase  Documents  without the prior written  consent of
Secured Party, which consent shall not be unreasonably withheld.

         4. FURTHER  DOCUMENTS.  At any time or from time to time,  upon Secured
Party's written  request,  each Debtor will execute and deliver to Secured Party
such further documents,  and do such other acts and things, as Secured Party may
reasonably  request in order to further effect the purposes of this  Assignment,
including, without limitation, the filing or recording of this Assignment or any
schedule,  amendment  or  supplement  hereto,  or a  financing  or  continuation
statement  with respect  hereto in  accordance  with the laws of any  applicable
jurisdictions.  Each Debtor hereby  authorizes  Secured Party to effect any such
filing or  recording as aforesaid  (including  the filing of any such  financing
statements or  amendments  thereto  without the  signature of such Debtor),  and
Secured  Party's  costs and expenses  with respect  thereto  shall be payable by
Debtors on demand.

         5.  REPRESENTATIONS  AND WARRANTIES.  Each Debtor hereby represents and
warrants  that  (a)  such  Debtor  has not  assigned  or  pledged  or  otherwise
encumbered the Soffe Stock Purchase Documents other than as contemplated  hereby

<PAGE>

or pursuant to the other Financing Agreements,  and (b) the execution,  delivery
and performance of this Assignment and the transactions  contemplated  hereunder
and thereunder (i) are all within such Debtor's corporate powers, (ii) have been
duly  authorized,  (iii)  are not in  contravention  of law or the terms of such
Debtor's   certificate  of  incorporation,   by-laws,  or  other  organizational
documentation,  or any indenture,  agreement or undertaking to which such Debtor
is a party or by which such Debtor or its  property  are bound and (iv) will not
result  in the  creation  or  imposition  of,  or  require  or give  rise to any
obligation to grant, any lien,  security  interest,  charge or other encumbrance
upon any  property of such  Debtor  other than the liens and  security  interest
under the Financing Agreements.  This Assignment  constitutes a legal, valid and
binding obligation of such Debtor enforceable in accordance with its terms.

         6.  COVENANTS.  Each Debtor  hereby  covenants and agrees that (a) such
Debtor will not assign, pledge or otherwise encumber any of its rights, title or
interest under, in or to the Soffe Stock Purchase Documents to anyone other than
Secured Party and its  successors  or assigns,  (b) such Debtor will not take or
omit to take any  action  the  taking or  omission  of which  might  result in a
material  alteration or material  impairment of, such Debtor's rights under, the
Soffe  Stock  Purchase  Documents  or the  Seller  Commitments,  (c)  except  as
permitted  by the Loan  Agreements,  such Debtor  will not,  without the written
consent of Secured Party,  consent or agree to any act or omission to act on the
part of any party to the Soffe Stock  Purchase  Documents  which,  without  such
consent or agreement,  would constitute a material default  thereunder,  and (d)
such  Debtor  will  deliver to  Secured  Party a copy of each  material  demand,
notice,  communication or document (except those received in the ordinary course
of  business)  delivered  to or sent by such  Debtor in any way  relating to the
Soffe Stock Purchase Documents.

         7. TERMINATION.  This Assignment shall continue in effect until (a) the
Obligations (as defined in the Loan  Agreements) and the Guaranteed  Obligations
(as defined in the Guarantees)  have been  indefeasibly  paid in full in cash or
otherwise  satisfied or  collateralized to the satisfaction of Secured Party and
Lenders and (b) Secured Party and Lenders  shall be under no further  obligation
to make Loans or issue or cause the issuance of Letter of Credit  Accommodations
(as defined in the Loan  Agreements)  under the Loan  Agreements,  at which time
Secured Party shall release to Debtors Secured  Party's  interests in the Seller
Commitments.

         8.  SEVERABILITY.  If any  provision of this  Assignment  is held to be
invalid  or  unenforceable,   such  invalidity  or  unenforceability  shall  not
invalidate this Assignment as a whole, but this Assignment shall be construed as
though  it did not  contain  the  particular  provision  held to be  invalid  or
unenforceable  and the rights and  obligations of the parties shall be construed
and enforced only to such extent as shall be permitted by applicable law.

         9. WAIVER OR  AMENDMENT.  Neither  this  Assignment  nor any  provision
hereof shall be amended,  modified,  waived or discharged orally or by course of
conduct, but only by a written agreement signed by an authorized officer of each
Debtor and Secured Party.  Secured Party shall not, by any act, delay,  omission
or otherwise be deemed to have expressly or impliedly  waived any of its rights,
powers and/or  remedies  unless such waiver shall be in writing and signed by an
authorized  officer of Secured Party.  Any such waiver shall be enforceable only
to the extent  specifically set forth therein.  A waiver by Secured Party of any

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right,  power and/or remedy on any one occasion  shall not be construed as a bar
to or waiver of any such right,  power and/or  remedy which  Secured Party would
otherwise have on any future occasion, whether similar in kind or otherwise.

         10. NOTICES. All notices, requests and demands hereunder shall be given
(a) with  respect to MJS and  Secured  Party,  in the form and manner and to the
addresses  for such  Person set forth in the Soffe Loan  Agreement  and (b) with
respect to Delta,  in the form and manner and to the address for Delta set forth
in the Delta Loan Agreement.

         11.  SUCCESSORS  AND  ASSIGNS.  This  Assignment  shall be binding upon
Debtors and their respective  successors and assigns and inure to the benefit of
and be enforceable by Secured Party, Lenders and their respective successors and
assigns, except that no Debtor may assign its rights under this Agreement or the
other Financing  Agreements and any other document referred to herein or therein
without the prior written consent of Secured Party. Each reference herein to any
right granted to, benefit  conferred  upon or power  exercisable by the "Secured
Party"  shall be a reference to Secured  Party for the benefit of Secured  Party
and Lenders,  and each action taken or right exercised hereunder shall be deemed
to have been so taken or exercised  by Secured  Party for the benefit of Secured
Party and Lenders.

         12.  COUNTERPARTS.  This  Assignment  may be  executed in any number of
counterparts,  each of  which  shall  be an  original,  but all of  which  taken
together shall  constitute one and the same  agreement.  Delivery of an executed
counterpart  of this  Assignment  or any of the other  Financing  Agreements  by
telefacsimile  shall  have the same  force  and  effect  as the  delivery  of an
original executed  counterpart of this Assignment or any of such other Financing
Agreements.  Any party delivering an executed  counterpart of any such agreement
by telefacsimile  shall also deliver an original executed  counterpart,  but the
failure to do so shall not affect the validity, enforceability or binding effect
of such agreement..

         13. GOVERNING LAW. The validity, interpretation and enforcement of this
Assignment and any dispute arising out of the  relationship  between the parties
hereto, whether in contract, tort, equity or otherwise, shall be governed by the
internal  laws of the State of Georgia  without  giving  effect to principles of
conflicts  of law or other rule of law that would result in the  application  of
the law of any jurisdiction other than the State of Georgia.


            [The remainder of this page is intentionally left blank.]

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         IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Assignment as of the date first above written.


DEBTORS:                   MJS ACQUISITION COMPANY, a North Carolina corporation


                           By:  /s/ Robert W. Humphreys
                                --------------------------------------------
                           Name:  Robert W. Humphreys
                           Title: Vice President

                           DELTA APPAREL, INC., a Georgia corporation


                           By:  /s/ Robert W. Humphreys
                                ---------------------------------------------
                           Name:   Robert W. Humphreys
                           Title:  President and CEO

SECURED PARTY:             CONGRESS FINANCIAL CORPORATION
                           (SOUTHERN), AS AGENT


                           By:  /s/ Susan L. Miller
                               ----------------------------------------------
                           Name:  Susan L. Miller
                           Title: First Vice President


                    [Signatures continue on following page.]

<PAGE>


                   [Signatures continued from previous page.]


              Each of Sellers  hereby  acknowledges  and agrees to the execution
and delivery of this Assignment by Debtors and Secured Party; provided, however,
that this  Assignment and Secured  Party's rights  hereunder shall be subject to
all  of  the  limitations  and  defenses  available  to  the  Sellers,  and  all
requirements and conditions  applicable to Sellers and Debtors,  under the Soffe
Stock  Purchase  Documents,   including,  without  limitation,   setoff  rights,
indemnification baskets and liability limitations,  exclusive remedy provisions,
notice requirements and duties to mitigate damages:

                                                 JAMES F. SOFFE


                                                 /s/ James F. Soffe
                                                 ------------------------


                                                 JOHN D. SOFFE


                                                 /s/ John D. Soffe
                                                 ------------------------

                                                 ANTHONY M. CIMAGLIA


                                                 /s/ Anthony M. Cimaglia
                                                 -------------------------





<PAGE>


                                   SCHEDULE 1


The Soffe Stock Purchase  Documents  shall include the following  documents,  as
amended, and all schedules and exhibits thereto:

         1. Amended and Restated Stock Purchase  Agreement,  dated as of October
3, 2003,  among Parent,  MJS, M. J. Soffe Co. and Sellers.  (the "Stock Purchase
Agreement");

         2. Mutual  Release dated  October 3, 2003,  by James F. Soffe,  John D.
Soffe and Anthony M. Cimaglia, and M. J. Soffe Co.;

         3. Shareholders'  Closing  Certificate dated October 3, 2003,  executed
pursuant to the Stock Purchase Agreement;

         4. Affidavit for Lost Security and Indemnity  Agreement dated September
24, 2003, executed by Anthony M. Cimaglia;

         5.  Termination  Agreement  dated  October  3, 2003  among  Anthony  M.
Cimaglia, Dorothy Dixon McAllister, and James F. Soffe; and

         6.  Termination  Agreement dated October 3, 2003 among M. J. Soffe Co.,
James F. Soffe, John D. Soffe, and Anthony M. Cimaglia.



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