

HAMPSHIRE GROUP, LIMITED
215 COMMERCE BOULEVARD
ANDERSON, SOUTH CAROLINA  29621

May 6, 1992

Mr. Ludwig Kuttner
Estouteville Farm
Keene, Virginia  22946

Dear Mr. Kuttner:

     We refer to the agreement (the  "Employment  Agreement")  dated January 28,
1991 between Hampshire Group, Limited (the "Company") and you. This will confirm
our agreement to amend the Employment Agreement as follows:

     Effective as of the date on which the  underwritten  public  offering  (the
"Public  Offering") of 1,300,000 shares of the Company's common stock, par value
$.10 per share, is consummated, paragraph 3(a) of the Employment Agreement shall
be deleted in its entirety and replaced with the following paragraph:

          "(a) Salary.  During the term of the  employment se forth in Section 2
     hereof,  the Company shall pay the Employee a salary ("Salary") at the rate
     of  $20,834  per  month  from  the date on which  the  underwritten  public
     offering of 1,300,000  shares of the Company's common stock, par value $.10
     par share is, consummated  through and including December 1992; $22,084 per
     month during  calendar year 1993;  and $23,750  during  calendar year 1994,
     payable,  in each case, in equal monthly  installments.  The Salary payable
     for  periods  subsequent  to  calendar  year  1994  shall be  reviewed  and
     determined by the Board of Directors of the Company,  but in no event shall
     the  Employee's  salary for any such  subsequent  period be reduced for any
     calendar year during which the Employee  remains employed by the Company to
     less than the amount payable to Employee during calendar year 1994."

     Effective  as of the date on which  the  Public  Offering  is  consummated,
paragraph 3(b) of the Employment  Agreement shall be deleted in its entirety and
replaced with the following paragraph:

          "(b) Bonus.  The Employee shall be entitled to receive an annual bonus
     ("Bonus")  for  each  calendar  year or any  portion  thereof  during  this
     Agreement,  within 15 days after the  completion of the annual audit of the
     Company's financial  statements for such year by its independent  certified
     public  accountant  (the  "CPA"),  in an amount equal to six percent of the
     excess  of (i) the  Company's  net  income as  determined  by the CPA ("Net
     Income")  for such  year  over  (ii) the  Company's  Net  Income  for 1991;
     provided,  however, that the Bonus for calendar year 1992 shall not be less
     than $100,000."

     Please  confirm your  agreement  with the foregoing by signing in the space
indicated  below,  returning one of the enclosed copies to us at the address set
forth above and retaining one copy for your records.

Very truly yours,
HAMPSHIRE GROUP, LIMITED
By:  /s/ Charles W. Clayton
-----------------------------------
Name:  Charles W. Clayton
Title: Vice President

Acknowledged and Agreed to:
/s/ Ludwig Kuttner
----------------------------------
Mr. Ludwig Kuttner
