CONSENT AGREEMENT



         This CONSENT AGREEMENT (this "Consent"), made as of May 1, 2006, among

Oxford Industries, Inc., a Georgia corporation ("Parent"), Oxford of South

Carolina, Inc., a South Carolina corporation, and Tommy Bahama Group, Inc.

(formerly known as Viewpoint International, Inc., a Delaware corporation, as

Borrowers, the Domestic Subsidiaries of Borrowers party to the Credit Agreement

(as defined below) as Guarantors, the Lenders (as defined in the Credit

Agreement) party hereto, and SunTrust Bank, as the Administrative Agent.



                              W I T N E S S E T H:

                              -------------------



         WHEREAS, Borrowers, the Guarantors, the Lenders, the financial

institutions party thereto as Issuing Banks and the Administrative Agent are

parties to that certain Amended and Restated Credit Agreement, dated as of July

28, 2004, as modified and amended by that certain First Amendment to Amended and

Restated Credit Agreement dated as of January 10, 2005 and as further modified

and amended by that certain Second Amendment to Amended and Restated Credit

Agreement dated as of September 21, 2005 (as further amended, restated,

supplemented or otherwise modified from time to time, the "Credit Agreement");



         WHEREAS, the Parent intends to sell its womenswear division (the

"Womenswear Division") to The Millwork Trading Co, Ltd., d/b/a Li & Fung USA or

one of its affiliates (the "Womenswear Division Disposition");



         WHEREAS, the Borrowers have requested that the Lenders consent to the

Womenswear Division Disposition and the Lenders have agreed to consent to such

disposition pursuant to the terms and subject to the conditions set forth

herein;



         NOW THEREFORE, in consideration of the premises, the terms and

conditions contained herein and other good and valuable consideration, the

receipt and sufficiency of which are hereby acknowledged, the parties agree that

all capitalized terms used but not otherwise defined herein shall have the

meanings ascribed thereto in the Credit Agreement, as amended hereby, and

further agree as follows:



         1.       Consent.



                  (a) The Lenders hereby consent to the Womenswear Division

Disposition and waive compliance with Section 8.7 of the Credit Agreement,

Liquidation; Change in Ownership, Name or Year; Disposition or Acquisition of

Assets; Etc., only to the extent necessary to avoid a Default as a result of the

Womenswear Division Disposition; provided, however, that the Womenswear Division

Disposition shall be permitted only so long as: (i) the terms and conditions of

the Womenswear Division Disposition (which may include the lease or sale of one

or more parcels of real property currently relating exclusively to the

womenswear division) are on substantially the terms set forth in the letter of

intent attached hereto as Exhibit A (the "Letter of Intent"), except that the

Womenswear Division Disposition shall be effected by a transfer to The Millwork

Trading Co, Ltd., d/b/a Li & Fung USA or one of its affiliates of the assets of

the Parent and certain of its Subsidiaries related to its womenswear division

rather than by a sale of









<PAGE>



the capital stock of Oxford of South Carolina, Inc. as contemplated by the first

paragraph of the Letter of Intent; (ii) the documents affecting such sale and

the release documents permitting the release of liens in connection with such

sale are in form and substance acceptable to the Administrative Agent; (iii) no

Default or Event of Default exists at the time of such sale or otherwise would

be caused by such sale; (iv) such sale is consummated on or before June 5, 2006;

and (v) the Net Cash Proceeds of such sale are immediately remitted to the

Administrative Agent to be applied to the temporary repayment of the Obligations

in accordance with Section 2.6(b)(ii) of the Credit Agreement and, subject to

the conditions set forth in the Credit Agreement for borrowing, such amount may

be reborrowed by the applicable Borrower Party solely to reinvest in other

assets of such Borrower Party in a manner permitted in Section 1012(b) of the

Indenture and on the last day of the Reinvestment Period (as defined below) the

Revolving Loan Commitments shall be reduced permanently by the amount of such

Net Cash Proceeds that has not been reinvested as provided in clauses (ii)

through (vi) of Section 1012(b) of the Indenture and that otherwise would

constitute Excess Proceeds (as such term is defined in the Indenture) in excess

of $15 million under Section 1012(c) of the Indenture; provided, that (A) such

reinvestment must be made on or before the date 355 days following the closing

date of the Womenswear Division Disposition (or such later date as shall be

approved by the Majority Lenders in writing) (the "Reinvestment Period") and (B)

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