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                                                                    EXHIBIT 10.2



                               SECOND AMENDMENT TO
                             STOCK PURCHASE WARRANT

                  SECOND AMENDMENT TO STOCK PURCHASE WARRANT certificate number
W-___ issued March 28, 1996 (the "AMENDMENT") dated as of June 4, 1998 between
BISCAYNE APPAREL, INC. (the "COMPANY"), and [BANK] (the "LENDER").

                             PRELIMINARY STATEMENTS:

                  WHEREAS, the Company and the Lender are party to that certain
Stock Purchase Warrant issued on March 28, 1996, certificate number W-_____ (as
amended by that certain First Amendment to Stock Purchase Warrant dated March
25, 1998 and as may be further amended from time to time, the "STOCK PURCHASE
WARRANT");

                  WHEREAS, the Company and the Lender are also party to that
certain Second Amended and Restated Credit Agreement and Guaranty, dated as of
March 24, 1997 among the Company, the financial institutions named therein, The
Chase Manhattan Bank, as Agent and Milberg Factors, Inc., as Servicing Agent as
amended by a First Amendment, dated as of May 22, 1997, a Second Amendment,
dated as of February 18, 1998, a Third Amendment, dated as of March 6, 1998 and
a Fourth Amendment, dated as of March 25, 1998 (as so amended and as may be
further amended from time to time, the "CREDIT AGREEMENT");

                  WHEREAS, the terms defined in the Credit Agreement are used in
this Amendment as in the Credit Agreement unless otherwise defined in this
Amendment;

                  WHEREAS, the Company and the Lender have agreed to amend
certain provisions of the Stock Purchase Warrant but only upon the terms and
conditions set forth herein;

                  NOW, THEREFORE, the Company and the Lender hereby agree as
follows:.

                  SECTION 1. AMENDMENTS TO STOCK PURCHASE WARRANT. The Stock
Purchase Warrant is, subject to the satisfaction of the conditions precedent set
forth in Section 2 hereof, hereby amended as follows:

                  The first paragraph of the Stock Purchase Warrant is hereby
amended by deleting the amount "$1.00" that is set forth in the sixth line of
such paragraph and inserting in lieu thereof the amount "$0.65".

                  SECTION 2. CONDITIONS OF EFFECTIVENESS TO THIS AMENDMENT. This
Amendment shall become effective on the date on which each of the following
conditions have been satisfied: (i) the Company and the Lender shall each have
executed and delivered this Amendment and (ii) receipt of such other documents,
opinions or agreements as the Lender may reasonably reques.

                  SECTION 3. REFERENCE TO AND EFFECT ON THE FACILITY DOCUMENTS.
Upon the effectiveness of Section 1 hereof, on and after the date hereof each
reference in the Stock Purchase 




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Warrant to "this Warrant", "hereunder", "hereof", "herein" or words of like
import, and each reference in the other Facility Documents to the Stock Purchase
Warrant, shall mean and be a reference to the Stock Purchase Warrant as amended
hereby. Except as specifically amended above, the Stock Purchase Warrant and all
other Facility Documents shall remain in full force and effect and are hereby
ratified and confirmed. The execution, delivery and effectiveness of this
Amendment shall not operate as a waiver of any right, power or remedy of the
Lender under any of the Facility Documents or the Stock Purchase Warrant, nor
constitute a waiver of any provision of the Facility Documents or the Stock
Purchase Warrant.

                  SECTION 4. COSTS AND EXPENSES. The Company agrees to pay the
Lender on demand all costs, expenses and charges, in connection with the
preparation, reproduction, execution, delivery, filing, recording and
administration of this Amendment and any other instruments and documents to be
delivered hereunder, including, without limitation, the fees and out-of-pocket
expenses of counsel for the Lender with respect thereto and with respect to
advising the Lender as to its rights and responsibilities under such documents,
and all costs and expenses, if any, in connection with the enforcement of any
such documents.

                  SECTION 5. GOVERNING LAW. This Amendment shall be governed by
and construed in accordance with the laws of the State of New York.

                  SECTION 6. HEADINGS. Section headings in this Amendment are
included herein for convenience of reference only and shall not constitute a
part of this Amendment for any other purpose.

                  SECTION 7. COUNTERPARTS. This Amendment may be executed in any
number of counterparts, all of which taken together shall constitute one and the
same instrument, and either party hereto may execute this Amendment by signing
any such counterpart.

                  IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed as of the day and year first above written.

                                   BISCAYNE APPAREL, INC.


                                   By:
                                      ---------------------------------- 
                                      Name:
                                      Title:



                                   [BANK]
                                   as Lender


                                   By:
                                      ---------------------------------- 
                                      Name:
                                      Title:






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