TENDER AND OPTION AGREEMENT





         This TENDER AND OPTION  AGREEMENT (the  "Agreement") is entered into as

of  the  26th  day  of  June,  2001  by  and  among  Tropical  Sportswear  Int'l

Corporation,  a Florida corporation  ("Buyer"),  HB Acquisition Corp., a Georgia

corporation  ("Sub"),  and the individual who is the signatory to this Agreement

(the "Shareholder").



                               W I T N E S S E T H



         WHEREAS,  concurrently  herewith,  Buyer and Sub are  entering  into an

Agreement  and Plan of Merger (the  "Merger  Agreement")  with Duck Head Apparel

Company,  Inc., a Georgia corporation  ("Target"),  pursuant to which Buyer will

acquire  Target,  on the terms and  subject to the  conditions  set forth in the

Merger  Agreement,  by  means of a tender  offer  by Sub (the  "Offer")  for all

outstanding  shares of common  stock,  $0.01 par value,  of Target (the  "Target

Common Stock"), at $4.75 per share, net to the seller in cash, without interest,

followed by a merger (the "Merger") of Sub with and into Target; and



         WHEREAS,  as of the date  hereof,  the  Shareholder  beneficially  owns

directly or indirectly shares of Target Common Stock (which stock and associated

rights  are  referred  to as  the  "Existing  Shares"  and,  together  with  any

After-Acquired  Shares (as defined below), the "Shares"),  which Existing Shares

constitute  approximately 12.2%  of the issued and outstanding  shares of Target

Common Stock; and



         WHEREAS,  as an  inducement  to  Buyer  to  acquire  Target,  and  as a

condition  to  Buyer's  willingness  to enter  into  the  Merger  Agreement  and

consummate the transactions  contemplated  thereby,  Buyer has required that the

Shareholder  agrees,  and the  Shareholder  has  agreed  (i) to  grant  Buyer an

irrevocable  option (the "Option") to buy the Shares at $4.75 per share,  net to

the seller in cash,  without interest (the "Option  Price");  and (ii) to tender

and, in the event any or all of such Option is not theretofore  exercised,  sell

the Shares in the Offer and vote his Shares in favor of the Merger, in each case

upon the terms and subject to the conditions set forth herein.



         NOW THEREFORE,  in consideration of the execution and delivery by Buyer

and  Sub of the  Merger  Agreement  and the  mutual  covenants,  conditions  and

agreements  contained  herein  and  therein,  and for  other  good and  valuable

consideration, the receipt and sufficiency of which are hereby acknowledged, the

parties agree as follows:



                     ARTICLE 1 AGREEMENT TO TENDER; OPTION



1.1      TENDER OF SHARES.



         Shareholder  hereby  agrees (a) to validly  tender (or cause the record

owner of any Shares to tender) all Shares beneficially owned by such Shareholder

pursuant  to the  Offer,  not later  than the  fifth  (5th)  business  day after

commencement of the Offer or, with respect to After-Acquired  Shares, within one

(1) business day  following  the  acquisition  thereof,  (b) not to withdraw any

Shares  so  tendered  without  the  prior  written  consent  of Buyer  except as

otherwise  provided in clause (c) of this  Section  1.1, and (c) to withdraw all

Shares tendered in the Offer  immediately upon receipt of notice from Buyer that

it is  exercising  the  Option  in order  that it may  acquire  such  Shares  in

accordance  with Section  1.2(a) hereof.  Shareholder  hereby  acknowledges  and

agrees that Buyer's  obligation  to accept for payment and pay for the Shares in

the Offer is subject to the terms and conditions of the Offer.

{PAGE}



1.2      OPTION.



(a) In order to induce Buyer to enter into the Merger Agreement,  and subject to

the terms and conditions of this Agreement,  the Shareholder  hereby irrevocably

grants to Buyer the Option,  exercisable in whole but not in part from and after

the date hereof,  to purchase  Shares at the Option  Price.  If (i) the Offer is

terminated,  abandoned or withdrawn by Buyer  (whether due to the failure of any

of the  conditions  thereto  or  otherwise)  or (ii)  the  Merger  Agreement  is

terminated pursuant to Section 11.1(b),  11.1(c),  11.1(d),  11.1(g), 11.1(h) or

11.1(i) therein (and in the case of Sections 11.1(b) or (c), such termination is

by Buyer),  the Option  shall  continue to be  exercisable,  in whole but not in

part,  for a period of ninety (90) days after the date of the occurrence of such

event, so long as (x) all waiting periods under Law required for the purchase of

the Shares  pursuant to the Option upon such exercise shall have expired or been

terminated  and  (y) no  court  or  governmental  or  Regulatory  Authority  (or

legislative  body  or  commission)  shall  have  enacted,  issued,  promulgated,

enforced  or  entered  any  Law or  Order  (whether  temporary,  preliminary  or

permanent) or taken any other action which prohibits, restricts or makes illegal

the exercise of the Option pursuant to this  Agreement.  In the event the Merger

Agreement  is  terminated  other  than  pursuant  to Section  11.1(b),  11.1(c),

11.1(d),  11.1(g),  11.1(h)  or  11.1(i)  therein  (and in the case of  Sections

11.1(b) or (c), such  termination is by Buyer),  the Option shall terminate upon

such termination of the Merger Agreement.



(b) In the event Buyer  wishes to  exercise  the  Option,  Buyer  shall  deliver

written notice thereof to the  Shareholder,  specifying the date, time and place

(in  Atlanta,  Georgia)  for the  closing  of such  purchase.  A closing  of the

purchase of Shares pursuant to the Option (a "Closing")  shall take place on the

date, at the time and at the place specified in such notice;  provided,  that if

at such date any of the conditions  specified in Section 1.2(a)(x) or (y) hereof

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