

[LETTERHEAD]                                                      EXHIBIT 10.10
  
                                                               December 30, 1996

Mr. Peter Vandenberg Jr.
Vice President, Treasurer and Chief Financial Officer
Biscayne Apparel, Inc.
1373 Broad Street, 3rd Floor
Clifton, New Jersey 07013

RE: WARRANT NO. W-2, DATED MARCH 26, 1996

Dear Chip:

       Reference is made to Warrant No. W-2, dated March 26, 1996 (the "TRIVEST
WARRANT"), entitling Trivest, Inc. to purchase 200,000 shares of the Common
Stock, $.01 par value (the "COMMON STOCK"), of Biscayne Apparel, Inc. (the
"COMPANY") Section 6.3 of the Trivest Warrant provides that the number of shares
of Common Stock subject to the Trivest Warrant shall be adjusted in the event of
certain issuances of Common Stock by the Company. These adjustment provisions do
not apply to, among other things, shares issued pursuant to the Company's stock
options for employees and directors.

       We understand that the Company intends to issue warrants to certain
employees of the Company and its subsidiaries (Warrants No. W-3, W-4, W-5 and
W-6), for an aggregate of 140,000 shares of Common Stock (collectively, the
"EMPLOYEE WARRANTS"). This will confirm that we waive all provisions of the
Trivest Warrant (including, without limitation, Section 6.3 thereof) that would
cause the number of shares of Common Stock subject thereto to be adjusted by
reason of (i) the issuance of the Employee Warrants, or (ii) the issuance of
shares of Common Stock upon the exercise of the Employee Warrants.

                                                         Sincerely,

                                                         /s/ EARL W. POWELL
                                                         ------------------  
                                                         Earl W. Powell
                                                         Chief Executive Officer
