EXHIBIT 99.2
                                    STOCK PURCHASE AGREEMENT



                                   Dated September 29th, 2004


                                          By and Among


                             TROPICAL SPORTSWEAR INT'L CORPORATION,
                                   SAVANE INTERNATIONAL CORP,

                                               and

                                FARAH (AUSTRALIA) PTY LIMITED and
                                   FARAH (NEW ZEALAND) LIMITED

                                               and

                               SOUTH PACIFIC APPAREL PTY LIMITED,

                                               and

                                   PAUL BOX AND ANDY WILLIAMS



                                    STOCK PURCHASE AGREEMENT


         THIS STOCK PURCHASE  AGREEMENT  (this  "Agreement"),  dated  September 29th 2004, by and
among TROPICAL  SPORTSWEAR  INT'L  CORPORATION,  a Florida  corporation of 4902 W. Waters Avenue,
Tampa,   Florida  ("TSI"),   the  sole  shareholder  of  SAVANE   INTERNATIONAL  CORP.,  a  Texas
corporation,  of 6070 Gateway East,  Building E Ste 103, El Paso,  Texas  ("Savane")  which is in
turn the sole  shareholder  of Farah Offshore  Sourcing a Cayman Islands  company of 4171 N. Mesa
Building,  D Suite 500 E1 Paso  ("FOS"),  Savane and FOS being  collectively  referred to in this
Agreement as  "Seller"),  and SOUTH  PACIFIC  APPAREL PTY LIMITED  ACN           ,  of Suite 301,
215-225  Euston  Road,  Alexandria,   New  South  Wales,  Australia,  an  Australian  company  of
                                              ("Buyer")  and  Paul  Box  of  36 Fernleigh   Road,
Caringbah,  New South Wales,  Australia and Andy Williams of 16 Gundawarra  Street,  Lilli Pilli,
New South Wales,  Australia  ("Managers").  FOS is the sole shareholder of FARAH (AUSTRALIA) PTY.
LTD.  ACN 000 864 586 of Suite  301,  215-225  Euston  Road,  Alexandria,  New  South  Wales,  an
Australian  corporation  ("Farah  Australia")  and Savane is the sole  shareholder  in FARAH (NEW
ZEALAND) LIMITED Company number 444621 of Unit 3, Asquith  Business  Centre,  118 Asquith Avenue,
Mount  Albert,  Auckland,  a New Zealand  corporation  ("Farah New  Zealand"),  subject to clause
1.1.2.  Farah  Australia  and  Farah  New  Zealand  shall  collectively  be  referred  to as  the
"Companies" and individually as the "Company."  Certain other  capitalized  terms used herein are
defined in ARTICLE 8 and throughout this Agreement.

                                           BACKGROUND

         Farah  Australia  owns and  operates  a  clothing  sales,  marketing  and  merchandising
business  in  Australia  (the  "Australian  Business").  Farah New  Zealand  owns and  operates a
clothing  sales,   marketing  and  merchandising  business  in  New  Zealand  (the  "New  Zealand
Business").  The Australian  Business and the New Zealand Business are  collectively  referred to
herein as the "Business".

         Paul Box and Andy Williams  (jointly and severally  "Managers")  are currently  employed
by Seller as senior managers and are intimately involved in the day-to-day  business  operations,
planning and  management of all aspects of Farah  Australia,  Farah New Zealand,  the  Australian
Business  and the New  Zealand  Business.  Buyer  being a  company  owned by the  Guarantors  and
incorporated  solely for this  purpose,  desires to acquire  from Seller,  and Seller  desires to
sell to Buyer all of the  outstanding  capital  stock of Farah  Australia  and Farah New  Zealand
(the  "Acquisition")  on the terms and  subject to the  conditions  set forth in this  Agreement.
Following the  consummation of the  transactions  contemplated  by this  Agreement,  Paul Box and
Andy Williams will be employed by the  Companies  and continue to be in the  day-to-day  business
operations, planning and management of all aspects of the Company's business operations.

                                            AGREEMENT

         In consideration  of the mutual  representations,  warranties,  covenants and agreements
herein  contained,  and other good and valuable  consideration,  the receipt and  sufficiency  of
which is hereby acknowledged, the parties do hereby agree as follows:

ARTICLE 1                                 STOCK PURCHASE.

1.1      Purchase and Sale of Shares.
         1.1.1    General. Upon  the terms and subject to the  conditions  hereinafter set forth,
                           at the  Closing  (as  defined  in  Section 7.1),   Seller  shall sell,
                           transfer and deliver  to Buyer and  Buyer  shall  acquire from  Seller
                           all of the  shares of capital  stock and any other  rights  comprising
                           all of  the capital  stock  of  the  Companies (the "Shares") free and
                           clear of all Liens excepting for those required under this  agreement.
                           Certificates  evidencing the Shares to be delivered by Seller to Buyer
                           as  hereinafter  provided  shall be either  duly  endorsed in blank or
                           accompanied  by  appropriate  stock  powers  endorsed  in blank,  or a
                           certificate  by a director of the Company  that no share  certificates
                           have been issued for the Shares.
         1.1.2             On closing Seller  will  procure  an  acknowledgement  to the Buyer by
                           Russell Boyte  to the effect that he does not have any interest in the
                           3  shares  in  Farah New Zealand,  as  shown  on current search,  such
                           interest  having  previously  passed   to   Savane   after   corporate
                           reorganization  in or  about 1998.   Appropriate  notification  to the
                           Company's  Office must also be handed to the Buyer on closing.

1.2     Purchase  Price  and  Method of  Payment.  The  Buyer  shall  cause to be paid  to Seller
        Three  Million and 00/100 United States of America Dollars (US  $3,000,000.00) made up as
        follows:
        1.2.1              Inter-Company Loan Satisfaction.    Buyer  shall  cause the Companies,
                           jointly  and  severally,  at  Closing  to   satisfy  the loan  made by
                           Seller to the  Companies,  in the  amount  of Five  Hundred  Forty Six
                           Thousand and 00/100 United States of America Dollars (US  $546,000.00)
                           (the "Inter-Company Loan").
        1.2.2              As  consideration  for  the  Shares  the  balance  namely  the  sum of
                           US$2,454,000.00  (the "Purchase  Price")  must be paid  in  accordance
                           with  the method of payment  set  forth  below  in  Section  1.3,  and
                           which  amount  is apportioned between these Shares as follows:

                                                                                      $US Dollars

                           For those Shares in Farah (Australia) Pty Limited        $1,772,033.00
                           For those Shares in Farah (New Zealand) Limited            $681,967.00
                                                                                    $2,454,000.00

1.3      Purchase  Price.  Provided  the  conditions  set out in  article 10 are  satisfied,  the
         Purchase Price must be paid as follows:
                                                                                       US Dollars

         1.3.1         Within 30 days after Closing                                   $354,000.00
         1.3.2         Within 60 days after Closing                                   $365,000.00
         1.3.3         Within 90 days after Closing                                   $335,000.00
         1.3.4         Within 6 months after Closing                                  $350,000.00
                       Within 12 months after Closing                                 $350,000.00
                       Within 18 months after Closing                                 $350,000.00
                       Within 24 months after Closing                                 $350,000.00

                                              Total:                                $2,454,000.00

1.4      Securities.  As  security  for  payment of the  Purchase  Price,  Buyer  shall enter and
         deliver or procure the entering into and deliver to Seller the Securities namely:
         1.4.1    On Closing:

                           (a)      Equitable   mortgage  of  shares  in  Farah  (Australia)  Pty
                                    Limited (first ranking) (Exhibit 1.4.1(a));

                           (b)      Equitable  mortgage of shares in Farah (New Zealand)  Limited
                                    (first ranking) (Exhibit 1.4.1(b)).
         1.4.2    On satisfaction of conditions in Article 10:

                           (a)      Company charge over Farah  (Australia)  Pty Limited  (Exhibit
                                    1.4.2(a));

                           (b)      Company charge (General  Security  Agreement) over Farah (New
                                    Zealand) Limited (Exhibit 1.4.2(b)).

                           In both  cases the  Company  charges  in this  clause  1.4.2 will rank
                           after the  charges of any third  party  principal  financier  of those
                           Companies  such that the third  party  principal  financier  has first
                           ranking  security  for an  amount  equal  to  the  whole  of its  loan
                           facilities  first  entered  into  immediately  after  the date of this
                           Agreement,  together with interest and costs in accordance  with those
                           loan facility  documents,  and Seller has second ranking  security for
                           all  amounts  thereafter,  and  Seller  agrees  to sign any  necessary
                           postponement document required from time to time to effect this.

ARTICLE 2                 REPRESENTATIONS AND WARRANTIES OF THE COMPANIES AND THE SELLER.

         Each  Company,  as  concerns  itself,  and  Seller  (jointly  and  severally)  make  the
following representations and warranties to Buyer:

2.1      Valid  Corporate  Existence;  Qualification.  Each  Company is duly  organized,  validly
         existing  and in good  standing  under the laws of its  country of  incorporation.  Each
         Company has the corporate  power to carry on its  businesses as now conducted and to own
         its  assets.  Each  Company  is  duly  qualified  to  conduct  business  and is in  good
         standing as a foreign  corporation  in those  jurisdictions  set forth on Schedule  2.1.
         The copies of each Company's good standing  certificates  or  certificates  of existence
         (issued by the  appropriate  authority),  Articles of  Incorporation  (certified  by the
         appropriate  authority)  and  By-Laws  (certified  by  the  Secretary)  or  constitution
         (certified  by a director or the  Secretary),  as amended to date,  which  constitute  a
         part of  Schedule  2.1 are  true  and  complete  copies  of  those  documents  as now in
         effect.  The minute  books for each  Company  made  available  to Buyer for review  were
         correct  and  complete  in all  material  respects  as of the date of such  review.  All
         material  corporate  actions  taken  by  each  Company  have  been  duly  authorized  or
         ratified.  All accounts,  books,  ledgers and official and other records of each Company
         have  been  fully,  properly  and  accurately  kept and  substantially  complete  in all
         material  respects.  The stock ledgers of each Company,  as previously made available to
         Buyer,   contain  accurate  and  complete  records  of  all  issuances,   transfers  and
         cancellations  of shares of the capital  stock of each  Company.  At  Closing,  all such
         minute books and records will be in the  possession  of each  Company.  To the knowledge
         of each Company's  management,  each has fully complied with all the requirements of any
         statute  governing  the use and  registration  of  fictitious  names,  and has the legal
         right to use the names  under  which it operates  its  business.  There is no pending or
         threatened  proceeding for the dissolution,  liquidation,  insolvency or  rehabilitation
         of either Company.
2.2      Capitalization.  Schedule 2.2 sets forth,  with respect to each Company,  (i) the number
         of authorized  shares of each class of its capital stock,  and (ii) the number of issued
         and  outstanding  shares of each  class of its  capital  stock.  All of the  issued  and
         outstanding  shares of capital stock of each Company (a) have been duly  authorized  and
         validly  issued and are fully paid and  non-assessable,  (b) were  issued in  compliance
         with all  applicable  state and  federal  securities  laws,  and (c) were not  issued in
         violation of any  preemptive  rights or rights of first  refusal.  No preemptive  rights
         or rights of first  refusal  exist with  respect  to the shares of capital  stock of the
         Companies and no such rights arise by virtue of or in connection  with the  transactions
         contemplated   hereby.   There  are  no  outstanding  or  authorized  rights,   options,
         warrants,  convertible  securities,  subscription  rights,  conversion rights,  exchange
         rights  or other  agreements  or  commitments  of any kind  that  could  require  either
         Company  to issue or sell any shares of its  capital  stock (or  securities  convertible
         into or exchangeable  for shares of its capital stock).  There are no outstanding  stock
         appreciation,  phantom stock, profit  participation or other similar rights with respect
         to each  Company.  Other than as set forth herein,  there are no proxies,  voting rights
         or other  agreements  or  understandings  with  respect to the voting or transfer of the
         capital  stock of either  Company.  Neither  Company is obligated to redeem or otherwise
         acquire any of its  outstanding  shares of capital  stock.  Schedule  2.2(a) sets forth,
         with respect to each Company (if  applicable),  the name,  address and federal  taxpayer
         identification  number  of, and the  number of  outstanding  shares of each class of its
         capital stock owned of record and/or  beneficially  by, each shareholder of such Company
         as of the  close of  business  on the  date of this  Agreement.  As of the date  hereof,
         Seller  constitutes  the sole  holder of all  issued and  outstanding  shares of capital
         stock of the  Companies,  and  Seller  owns such  shares  free and  clear of all  Liens,
         restrictions and claims of any kind.
2.3      No  Subsidiaries.  Except  as set forth in  Schedule  2.3,  there  are no  corporations,
         partnerships  or other business  entities  controlled by either  Company  (collectively,
         "Subsidiaries").  As used herein,  "controlled  by" means (i) the  ownership of not less
         than fifty percent (50%) of the voting  securities or other  interests of a corporation,
         partnership or other business  entity,  or (ii) the possession,  directly or indirectly,
         of the power to direct  or cause the  direction  of the  management  and  policies  of a
         corporation,  partnership or other  business  entity,  whether  through the ownership of
         voting  shares,  by  contract  or  otherwise.  No Company  has made any  investment  in,
         directly  or  indirectly,  and nor owns any capital  stock of, or any other  proprietary
         interest in, any other  corporation,  partnership or other  business  entity that is not
         reflected on its books and records.
2.4      Consents.  Except as set forth in  Schedule  2.4,  and except for such  consents  as are
         required  by the  Hart-Scott-Rodino  Antitrust  Improvements  Acts of 1976,  as  amended
         ("H-S-R"),  there are no consents of governmental or other regulatory agencies,  foreign
         or domestic or of other  parties  required to be received by or on the part of Seller to
         enable  such  persons  to  enter  into and  carry  out this  Agreement  in all  material
         respects.
2.5      Corporate  Authority;  Binding Nature of Agreement;  Title to Common Stock,  etc. Seller
         has  the  requisite  competence,  power  and  authority  to  execute  and  deliver  this
         Agreement,  to perform its  obligations  hereunder  and to consummate  the  transactions
         contemplated  hereby.  Each  Company has the power and  authority to execute and deliver
         this   Agreement,   to  perform  its   obligations   hereunder  and  to  consummate  the
         transactions  contemplated  hereby.  Each  Company  has taken all  action  necessary  to
         authorize  the  execution  and  delivery  of  this  Agreement,  the  performance  of its
         obligations  hereunder and the  consummation of the  transactions  contemplated  hereby.
         This  Agreement  has been duly  executed and  delivered by each Company and Seller,  and
         this  Agreement  constitutes  the legal,  valid and binding  obligation of each of them,
         enforceable  against each of them in  accordance  with its terms  subject to  applicable
         bankruptcy,  reorganization,  insolvency  and  similar  laws  affecting  the  rights  of
         creditors  and  subject to  general  principles  of equity  regardless  of whether  such
         enforceability is considered in a proceeding at law or in equity.

2.6      Ownership of Assets.
         2.6.1    Except as  set  forth on Schedule  2.6.1,  each Company has title to all of its
                  Assets (as hereinafter defined), free  and clear of any Liens.  For purposes of
                  this Agreement, the term "Assets" means all of the  properties and assets owned
                  by  each  Company,  other  than  the  Leased  Properties,  whether  tangible or
                  intangible  and wherever  located  and listed on Schedule 2.6.1  (excluding all
                  inventory of merchandise held for sale  and/or  rental).  Schedule  2.6.1  sets
                  forth a description of each such Asset, whether it is owned or leased,  and, if
                  owned,  the  name of  the lienholder and the amount of the Lien, and if leased,
                  the name of the lessor.
2.7      Real  Property.  Farah  Australia  owns no real  property.  Schedule  2.7 sets forth (i)
         the street  address and legal  description  of each parcel of real estate owned by Farah
         New Zealand as of the date hereof (the "Owned  Property")  and (ii) a brief  description
         (including size and function) of the principal  improvements  and buildings on each such
         parcel.  With respect to each such parcel of the Owned Property:
         2.7.1    Farah  New  Zealand  has  good  and  marketable  title  to each parcel of Owned
                  Property,  free  and  clear  of  any  Lien  other  than (y) recorded easements,
                  covenants,  and  other  restrictions  which  do  not  impair  the current  use,
                  occupancy  or value of the property subject thereto ("Permitted Exceptions");
         2.7.2    There are no pending or to  the  knowledge  of  the  Company  and  Shareholders
                  threatened, condemnation  proceedings, suits or administrative actions relating
                  to the Owned Property  or  other  matters affecting  adversely the current use,
                  occupancy or value thereof;
2.8      Leased Real Estate.  Schedule  2.8 sets forth a list of all leases,  licenses or similar
         agreements  for the use or occupancy of real  property to which one of the  Companies is
         a party ("Real  Property  Leases" ), copies of which have  previously  been furnished to
         Buyer,  together  with:  (a) the lessor and lessee thereof and the date and term of each
         of such leases, (b) the legal description,  if known,  including street address, of each
         property  covered  thereby  (the  "Leased  Premises"),   and  (c)  a  brief  description
         (including size and function) of the principal improvements and buildings thereon.
2.9      Brokers.   All   negotiations   relative  to  this   Agreement   and  the   transactions
         contemplated  hereby  have been  carried on  directly  by and  between  Buyer and Seller
         without  the  intervention  of any  broker,  finder,  investment  banker or other  third
         party.  Neither the Company nor Seller have engaged,  consented  to, or  authorized  any
         broker,  finder,  investment  banker or other third party to act on its or their behalf,
         directly  or  indirectly,  as a broker  or finder in  connection  with the  transactions
         contemplated by this Agreement.  Buyer agrees to indemnify  Seller against,  and to hold
         it harmless  from any claim for brokerage or similar  commission or other  compensation,
         expenses  (including  reasonable  attorney's fees) and damages which may be made against
         or  suffered  by  Seller  by  any  third  party  in  connection  with  any  transactions
         contemplated hereby which claim is based upon any action by the Company or Seller.

ARTICLE 3                            REPRESENTATIONS AND WARRANTIES OF BUYER.

         Buyer,  individually  and  collectively,  jointly  and  severally,  makes the  following
representations and warranties to Seller:
3.1      Buyers'  Knowledge and Fiduciary  Obligation to Seller.  After the exercise of diligence
         and based on  information  received  in the course of their  individual  and  collective
         duties as employees of Seller,  whether from Seller,  the  Companies or any other Person
         or entity,  except as set forth on Schedule 3.1,  neither of the Managers knows, nor has
         any reason to know,  of any situation or  circumstances,  whether  presently  occurring,
         that will  occur or that have  occurred,  which,  with or without  the  passage of time,
         would  result in the breach or default  of any of Buyer's or the  Companies'  collective
         or individual representations,  warranties,  covenants or obligations to Buyer, or which
         would  render any  statement  of Seller or the  Companies  untrue or  incomplete.  Buyer
         acknowledges  their  fiduciary duty to Seller as employees and senior managers of Seller
         up to and including the date of this Agreement.
3.2      Consents.  Subject  to  Article  10,  there are no  consents  of  governmental  or other
         regulatory  agencies,  foreign or domestic,  or of other parties required to be received
         by or on the part of Buyer to enable  Buyer to enter  into and carry out this  Agreement
         in all material respects.
3.3      Authority;  Binding  Nature of  Agreement.  Buyer has all power and  authority  to enter
         into this  Agreement  and to carry  out  their  collective  and  individual  obligations
         hereunder.  Buyer  has  taken  all  action  necessary  to  consummate  the  transactions
         contemplated  hereby.  This  Agreement  constitutes  the valid and binding  agreement of
         Buyer  and  is  enforceable   in  accordance   with  its  terms  subject  to  applicable
         bankruptcy,  insolvency  and similar laws  affecting the rights of creditors and subject
         to general principles of equity.
3.4      No Breach.  Neither the  execution  and delivery of this  Agreement  nor  compliance  by
         Buyer  with  any of the  provisions  hereof  nor the  consummation  of the  transactions
         contemplated hereby, will:
         3.4.1             violate  or,  alone  or  with  the   passage  of time,  result  in the
                           material  breach or termination of, or otherwise give any  contracting
                           party the right to terminate, or declare a default under, the terms of
                           any agreement or other  document or  undertaking, oral or  written  to
                           which  Buyer, individually or collectively, is a party; or
         3.4.2             violate any  judgment, order, injunction, decree or award  against, or
                           binding  upon Buyer, individually or collectively.
3.5      Brokers.  Buyer  has not  engaged,  connected  to, or  authorized  any  broker,  finder,
         investment  banker or other third party to act on its  behalf,  directly or  indirectly,
         as a  broker  or  finder  in  connection  with  the  transactions  contemplated  by this
         Agreement,  and Buyer  agrees to indemnify  Seller  against,  and to hold them  harmless
         from, any claim for brokerage or similar  commission or other  compensation which may be
         made  against  the  Company  or  Seller  by any  third  party  in  connection  with  the
         transactions contemplated hereby, which claim is based upon any action by Buyer.

ARTICLE 4                                            COVENANTS

4.1      Restrictive  Covenants.  So that Buyer may  realize  the  benefits  of the  transactions
         contemplated hereby, Seller and TSI agree that neither of them will:
         4.1.1             for  a  period  of three  (3)  years  beginning  on the  Closing  Date
                           (the  "Noncompete Period"), directly  or  indirectly,  alone  or  as a
                           partner, joint venturer,or provide its employees to act as an officer,
                           director, employee, consultant, agent or independent contractor of any
                           company  or  business,   engage  in  the  business  of clothing sales,
                           marketing  and  merchandising   on  the  date  hereof  (the  "Clothing
                           Business")  in   Australia,  New Zealand,  Papua  New Guinea,  Solomon
                           Islands,   Vanuatu,   Fiji,  New  Caledonia,   American   Samoa,  Cook
                           Islands,  Easter Island,   Niue, Pitcairn,  Samoa,  Tahiti, and French
                           Polynesia,  Tokelau,  Tonga,   Tuvalu,  and  Wallis  and  Futuna  (the
                           "Territory");  provided,  however, that the  beneficial  ownership  of
                           less than five percent (5%) of any  class  of securities of any entity
                           having a class of equity  securities actively  traded  on  a  national
                           securities exchange or over-the-counter market  shall  not be  deemed,
                           in  and  of  itself,  to violate the prohibitions of this Section 4.1;
                           and
         4.1.2             at any time following  the Closing Date,  directly or  indirectly,  in
                           any way utilize in the Territory or disclose to any third party in the
                           Territory any of the  Buyer  Companies' proprietary  rights or records
                           acquired hereunder, including, but not limited to, any customer lists.

         Seller  and TSI agree and  acknowledge  that:  (i) the  restrictions  contained  in this
Section 4.1 are  reasonable  in scope and  duration,  and are  necessary to protect Buyer and its
subsidiaries  engaged  in the  Clothing  Business;  (ii) any  breach of this  Section  will cause
irreparable  injury to the Buyer and its  subsidiaries  engaged  in the  Clothing  Business;  and
(iii) upon any breach or  threatened  breach of any  provision  of this Section 4.1, the Buyer or
its  subsidiaries  engaged in the  Clothing  Business  shall be  entitled to  injunctive  relief,
specific performance or other equitable relief.

        4.1.3              Filings with U.S. Securities and Exchange Commission ("SEC").  Between
                           the date hereof  and Closing,  Seller or TSI may elect or have to make
                           certain  filings  with  the  SEC.   To  the  extent  that  information
                           concerning   Buyer  is  required  to  be included  in such  filings as
                           required by  applicable  law,  Buyer  shall  use their best efforts to
                           provide  such   information,   in  the  manner  and   form  reasonably
                           requested  by  Seller  and  to cooperate  with  Seller  to  the extent
                           reasonably  necessary to make the filings.
4.2      Shareholder  Vote.   Seller,   in  executing  this  Agreement,   consents  as  the  sole
         shareholder  of each of the  Companies  to the  transactions  contemplated  hereby,  and
         waives  notice of any meeting in  connection  therewith  and hereby  releases and waives
         all rights with respect to the  transactions  contemplated  hereby under any  agreements
         relating to the sale, purchase or voting of any capital stock of the Companies.
4.3      Resignation.  Seller  shall  cause  all  directors,  officers  and/or  employees  of the
         Companies  appointed  by Seller  except for Andrew  Williams and Paul Box to resign from
         their respective positions as of the Closing.
4.4      Stock  Certificates.  At the  Closing,  Seller shall  deliver to Buyer all  certificates
         evidencing  the  Shares  duly  endorsed  to Buyer  (or its  designee)  by  Seller,  or a
         certificate  by a director of the Company  that no share  certificates  have been issued
         for the Shares.
4.5      Leases.  On the  Closing  Date,  the  Companies  and Seller  shall use their  reasonable
         efforts to cause the  landlords  of the Leased  Premises,  if  required,  to execute and
         deliver  a  consent  for  the  consummation  of the  transactions  contemplated  by this
         Agreement.

ARTICLE 5                    CONDITIONS PRECEDENT TO THE OBLIGATION OF BUYER TO CLOSE

         The obligation of Buyer to consummate the Closing is subject to the  fulfillment,  prior
to or on the Closing Date, of each of the following  conditions,  any one or more of which may be
waived by Buyer.
5.1      Accuracy  of  Representations  and  Warranties  and  Compliance  with  Obligations.  The
         representations  and warranties of the Companies and Seller  contained in this Agreement
         shall be true and correct at and as of the  Closing  Date with the same force and effect
         as though made at and as of that time except (i) for matters  specifically  permitted by
         or disclosed in this  Agreement,  including on any schedule  hereof,  and the  materials
         provided,  reviewed or available in connection  with Buyer's due diligence  review,  and
         (ii) that those  representations  and  warranties  which  address  matters  only as of a
         particular  date  shall  remain  true and  correct as of such date.  The  Companies  and
         Seller shall have  substantially  performed  and complied  with all of their  respective
         obligations  required by this  Agreement to be performed or complied with at or prior to
         the  Closing  Date.   The  Companies  and  Seller  shall  have   delivered  to  Buyer  a
         certificate,   dated  as  of  the  Closing  Date,  duly  signed,  certifying  that  such
         representations  and warranties are true and correct and that all such  obligations have
         been substantially performed and complied with.
5.2      Covenants.  The Buyer shall have  performed  and complied in all material  respects with
         all  covenants  and  agreements  required by this  Agreement to be performed or complied
         with prior to or at the Closing.
5.3      No Actions.  No action,  suit,  proceeding or investigation  shall have been instituted,
         and be continuing  before a court or before or by a  governmental  body or agency and be
         unresolved,  to restrain or to prevent or to obtain  damages in respect of, the carrying
         out of the transactions contemplated hereby.
5.4      Consents,  Licenses and Permits.  The  Companies and Seller shall have each obtained all
         consents,  licenses and permits of third parties  necessary for the  consummation of the
         transactions contemplated by this Agreement.

5.5      Corporate  Documents.  The  Companies  and Seller  shall have  delivered  to Buyer:  (i)
         copies of each Company's  articles of  incorporation  and bylaws or constitution (as the
         case may be) as in  effect  immediately  prior  to the  Closing  Date,  (ii)  copies  of
         resolutions  adopted  by  the  Board  of  Directors  and  of  each  Company  and  Seller
         authorizing the  transactions  contemplated  by this Agreement,  and (iii) a certificate
         of the  Secretary  of  each  Company  certifying  that,  as of  the  Closing  Date,  the
         foregoing items 5.5(i) and 5.5(ii) are true, correct and complete.
5.6      No Material  Adverse  Change or  Destruction  of  Property.  Between the date hereof and
         the  Closing  Date,  (i)  there  shall  have  been no  material  adverse  change  to the
         Companies;  and (ii) the  properties and assets of the Companies  shall not,  materially
         in the  aggregate,  have been  destroyed  by fire,  flood,  casualty,  act of God or the
         public  enemy,  where the  damages  and losses  were not  covered by  insurance  and the
         damages and losses would have a material adverse effect on the Companies.
5.7      Certificate.  Buyer shall have  received a  certificate  in the form  annexed  hereto as
         Exhibit  5.7  dated  the  Closing  Date,  signed  by and on  behalf  of  Seller  and the
         Companies as to the  satisfaction  of the  conditions  contained in Sections 5.1 through
         5.6.
5.8      Delivery of the  Shares.  Subject to the  provisions  of Section  6.6,  at the  Closing,
         Seller  shall duly  endorse  for  transfer  and deliver to Buyer (or its  assignee)  the
         Shares and such other  instruments of transfer of title as are  reasonably  necessary to
         transfer to Buyer (or its  assignee)  good and  marketable  title to the Shares free and
         clear of any Liens.
5.9      Closing  Documents.  The  Companies  and Seller shall have  executed and  delivered  the
         documents  required by this  Agreement to have been  executed  and  delivered by them on
         closing,  including,  without  limitation:  (i)  resignation  of all of the officers and
         directors of the Companies  apart from Andrew  Williams and Paul Box; (ii) a Sub-License
         Agreement  between  Companies and TSIL,  Inc. in the form annexed hereto as Exhibit 5.9,
         and (iii) such other certified  resolutions,  documents and certificates as are required
         pursuant to the  provisions of this  Agreement or as are  reasonably  requested by Buyer
         or Buyer's counsel to effect the transactions contemplated by this Agreement.

ARTICLE 6                  CONDITIONS PRECEDENT TO THE OBLIGATION OF THE SELLER TO CLOSE

         The  obligation  of Seller to  consummate  the  Closing is  subject to the  fulfillment,
prior to or on the Closing Date, of each of the  following  conditions,  any one or more of which
may be waived by the  Companies and Seller,  collectively  (except when the  fulfillment  of such
condition is a requirement of law).

6.1      Representations  and Warranties.  All  representations and warranties of Buyer contained
         in this  Agreement  and in any,  Exhibit,  certificate  or schedule  delivered  pursuant
         hereto or in  connection  with the  transactions  contemplated  hereby shall be true and
         correct in all material  respects as at the Closing  Date, as if made at the Closing and
         as of the Closing Date.
6.2      Covenants.  Buyer shall have  performed  and complied in all material  respects with all
         covenants  and  agreements  required by this  Agreement  to be  performed or complied by
         Buyer prior to or at the Closing.
6.3      No Actions.  No action,  suit,  proceeding or investigation  shall have been instituted,
         and be continuing  before a court or before or by a  governmental  body or agency and be
         unresolved,  to restrain or to prevent or to obtain  damages in respect of, the carrying
         out of the transactions contemplated hereby.
6.4      Consents,  Licenses and Permits.  Buyer shall have obtained all  consents,  licenses and
         permits  of  third  parties   necessary  for  the  performance  of  all  its  respective
         obligations under this Agreement apart from those described in Article 10.
6.5      Certificate.  The Seller shall have  received a certificate  in the form annexed  hereto
         as Exhibit 6.5 dated as of the  Closing  Date,  signed by the each Buyer,  individually,
         as to the satisfaction of the conditions contained in Sections 6.1 through 6.4.
6.6      Consideration and Security Documents.  At the Closing, Seller shall have received:

                  (i)      wire transfer of the amounts due for the  Inter-Company  Loan pursuant
                           to section 1.2.1; and
                  (ii)     those of the  Securities  being  security  for payment of the Purchase
                           Price as are listed in clause 1.4.1.

                  In addition to the  delivery of those  executed  Securities,  Buyer shall have:
         (i) delivered to Seller all certificates  representing the Shares mortgaged  pursuant to
         the  equitable  mortgages  of  shares,  and such  other  instruments  and  documents  as
         required  by  Seller  to grant  from  Buyer to  Seller  and  perfect  Seller's  security
         interest;  and (ii) paid all taxes,  other charges and fees payable to any  governmental
         entity in connection  with the  consummation  of the  transactions  contemplated by this
         Agreement,  including,  but not limited to,  documentary  stamp  taxes,  lien  recording
         fees, and filing fees (but not including  Seller's  income taxes) arising as a result of
         the consummation of the transactions contemplated by this Agreement.
6.7      No Order or Injunction.  No court of competent  jurisdiction or other  governmental body
         shall have issued or entered any order or  injunction  restraining  or  prohibiting  the
         transactions contemplated hereby, which remains in effect at the time of the Closing.
6.8      Closing  Documents.   Buyer  shall  have  executed  and  delivered:  (i)  the  documents
         required by this  Agreement to have been executed and  delivered by Buyer,  individually
         and collectively,  (ii) a Sub-License  Agreement between Companies and TSIL, Inc. in the
         form  annexed  hereto as  Exhibit  5.9,  and (iii)  such  other  certified  resolutions,
         documents  and  certificates  as are  reasonably  requested  by Seller or its counsel to
         effect the transactions contemplated by this Agreement.

ARTICLE 7                                             CLOSING

7.1      The  Closing.  The  closing of the  purchase  of the  Shares and the other  transactions
         contemplated by this Agreement (the  "Closing")  shall occur on the day that is five (5)
         days after  satisfaction  of all of the conditions  precedent to the  obligations of the
         parties  to close as set forth in  ARTICLE  5 and  ARTICLE  6, or such  other day as the
         parties  may  mutually  agree,  at 10:00 a.m. at the office of counsel for the Seller in
         Australia.  The date on which the Closing  shall occur is referred to in this  Agreement
         as the "Closing Date."
7.2      Items to be  Delivered  by the Parties.  At the  Closing:  (i) Seller and the  Companies
         shall  deliver or cause to be delivered to Buyer the  documents  set forth in ARTICLE 5;
         and (ii) Buyer  shall  deliver or cause to be  delivered  to Seller  the  documents  set
         forth in ARTICLE 6.

ARTICLE 8                                           DEFINITIONS

8.1      Defined Terms.  As used herein, the following terms shall have the following meanings:

         "Companies"  means Farah  (Australia)  Pty Limited and Farah (New  Zealand)  Limited and
         "each  Company"  is a  reference  to  either  or both of the  Companies  as the  context
         requires.

         "GAAP" means  generally  accepted  accounting  principles in effect in the United States
         of America from time to time.

         "Governmental  Authority" means any nation or government,  any state, regional, local or
         other political  subdivision thereof,  and any entity or official exercising  executive,
         legislative,  judicial,  regulatory  or  administrative  functions of or  pertaining  to
         government.

         "Managers" means Paul Box and Andy Williams.

         "Lien" means any mortgage,  pledge,  security interest,  encumbrance,  lien, restriction
         on  transfer,  right  of  refusal,  preemptive  right,  claim  or  charge  of  any  kind
         (including,  but  not  limited  to,  any  conditional  sale  or  other  title  retention
         agreement,  any lease in the nature thereof,  and the filing of or agreement to give any
         financing  statement  under  the  Uniform  Commercial  Code  or  comparable  law  or any
         jurisdiction in connection with such mortgage,  pledge, security interest,  encumbrance,
         lien or charge).

         "Person" means an individual,  partnership,  corporation,  business  trust,  joint stock
         company,  estate,  trust,  unincorporated  association,   joint  venture,   Governmental
         Authority or other entity, of whatever nature.

         "Securities" means those securities more particularly described in Section 1.4.

         "U.S. $" means currency of the United States of America.
8.2      Other  Definitional  Provisions.  All terms  defined  in this  Agreement  shall have the
         defined  meanings  when used in any  certificates,  reports or other  documents  made or
         delivered  pursuant  hereto or thereto,  unless the context  otherwise  requires.  Terms
         defined in the  singular  shall have a comparable  meaning when used in the plural,  and
         vice versa.  All matters of an accounting  nature in connection  with this Agreement and
         the  transactions  contemplated  hereby  shall be  determined  in  accordance  with GAAP
         applied on a basis  consistent  with prior periods,  where  applicable.  As used herein,
         the neuter  gender  shall also denote the  masculine  and  feminine,  and the  masculine
         gender shall also denote the neuter and feminine, where the context so permits.

ARTICLE 9                                    MISCELLANEOUS PROVISIONS

9.1      Expenses.  Except as  otherwise  expressly  provided  or set forth in, or  required  by,
         this  Agreement,  Buyer and  Seller  shall each bear their own  expenses  in  connection
         herewith.

9.2      Confidential  Information.  Each  party  agrees  that such party and its  Advisors  will
         hold  in  strict  confidence  and  not  divulge,  use or  disclose  any  information  or
         documents received from the other parties and, if the transactions  herein  contemplated
         shall  not be  consummated,  each  party  will  continue  to hold such  information  and
         documents in strict  confidence,  in the case of the recipient,  refrain from any use of
         same, and will return to such other parties all such  documents  (including the exhibits
         attached  to  this  Agreement)  then  in  such  receiving  party's   possession  without
         retaining copies thereof;  provided,  however,  that each party's obligations under this
         Section 9.2 to  maintain  such  confidentiality  shall not apply to any  information  or
         documents  that are in the  public  domain at the time  furnished  by the others or that
         come in the public  domain  thereafter  through any  legitimate  and proper  means other
         than a  breach  of an  obligation  to the  disclosing  party,  or that are  required  by
         applicable  law to be  disclosed.  In the event of a breach or  threatened  breach under
         this Section 9.2, the parties to this Agreement  acknowledge  that the person or persons
         harmed or threatened to be harmed  thereby will not have an adequate  remedy at law, and
         shall be  entitled  to such  equitable  and  injunctive  relief as may be  available  to
         restrain  the  violation of this Section 9.2;  provided,  however,  that nothing  herein
         shall be  construed  as  prohibiting  such  persons  from  pursuing  any other  remedies
         available for such breach or threatened breach, including the recovery of damages.
9.3      Modification,  Termination  or Waiver.  This  Agreement  may only be amended,  modified,
         superseded or terminated in writing, and any of the terms,  covenants,  representations,
         warranties  or  conditions  hereof  may be  waived,  but  only by a  written  instrument
         executed  by the  party  waiving  compliance.  The  failure  of any party at any time or
         times to require  performance  of any  provision  hereof  shall in no manner  affect the
         right of such party at a later time to enforce the same.
9.4      Notices.  Any notice or other  communication  required  or which may be given  hereunder
         shall be in writing and either be (a)  delivered  personally,  (b) be mailed,  certified
         or registered mail,  postage prepaid,  (c) sent by overnight  courier delivery  service,
         receipt  acknowledged,  fees prepaid, or (d) transmitted by facsimile  transmission to a
         telephone  number as to which one  party  notifies  the  other.  Notice  shall be deemed
         given when so delivered  personally,  or if mailed or sent by courier service,  five (5)
         days after the date of mailing or  deposited  with the  courier  service,  addressed  as
         follows:

         If to Seller, to:                  Tropical Sportswear Int'l Corporation
                                            4902 West Waters Avenue
                                            Tampa, Florida  33634-1302
                                            Attention:  Robin Cohan
                                            Executive Vice President and
                                            Chief Financial Officer

         With copies to:                    Akerman Senterfitt
                                            Attn. Peter Reinert, Esq.
                                            255 S. Orange Avenue, 17th Floor
                                            Orlando, Florida 32801

         And to:                            Hunt & Hunt
                                            Attn. John Graves
                                            1 Macquarie Place
                                            Sydney  Australia

         If to Buyer:                       South Pacific Apparel Pty Limited

         With a copy to:                    Cropper Parkhill
                                            Attn. Alex Rhydderch
                                            Level 20, 1 Castlereagh Street
                                            Sydney  Australia


         If notice is  provided  by  facsimile  it shall be deemed  given the next  business  day
         after  confirmation  of  transmission.  The parties may change the persons and addresses
         to which the notices or other  communications  are to be sent by giving  written  notice
         of any such change in the manner provided herein for giving notice.
9.5      Binding Effect and  Assignment.  This  Agreement  shall be binding upon and inure to the
         benefit of the successors and assigns of the parties  hereto;  provided,  however,  that
         no assignment of any rights or  delegation  of any  obligations  provided for herein may
         be made by any party without the express written consent of the other parties.
9.6      Entire  Agreement.  This  Agreement  represents the entire  understanding  and agreement
         between the parties with respect to the subject  matter  hereof,  and  supersedes all of
         the negotiations,  understandings and  representations (if any) made by and between such
         parties.
9.7      Exhibits.  All exhibits or schedules annexed hereto  (collectively,  the "Exhibits") are
         expressly  made a part of this  Agreement  as  fully  as  though  completely  set  forth
         herein,  and all  references to this  Agreement  herein or in any of such Exhibits shall
         be deemed to refer to and include all such Exhibits.
9.8      Governing  Law. This  Agreement  shall be construed and enforced in accordance  with the
         local laws of Australia  applicable to  agreements  to be executed and performed  wholly
         within  said state  without  giving  effect to its  conflicts  of laws  provisions.  The
         parties  further  agree that in any dispute  between  them  relating  to this  Agreement
         (except third party actions),  exclusive venue and  jurisdiction  shall be in the courts
         located within Hillsborough County,  Florida,  USA, any objections as to jurisdiction or
         venue in such court being expressly waived.
9.9      Section  Headings.  The section  headings  contained in this  Agreement are inserted for
         convenience  of  reference  only and shall not affect the meaning or  interpretation  of
         this Agreement.

9.10     Gender.  Words of the masculine  gender in this Agreement  shall be deemed and construed
         to  include  correlative  words of the  feminine  and  neuter  genders  and words of the
         neuter  gender  shall be  deemed  and  construed  to  include  correlative  words of the
         masculine and feminine genders.
9.11     Severability.  The  invalidity  or  unenforceability  of any term or  provision  of this
         Agreement  shall in no way impair or affect the balance  thereof,  which shall remain in
         full force and effect.
9.12     Counterparts.  This  Agreement may be executed in  counterparts,  each of which shall be
         deemed  to be an  original,  but  which  together  shall  constitute  one and  the  same
         instrument.
9.13     Recitals.  The  recitals  set  forth at the  beginning  of this  Agreement  are true and
         correct and incorporated by reference into the body of this Agreement.
9.14     Definition of Knowledge.  Unless  expressly  stated  otherwise,  whenever a statement of
         any party to this  Agreement  is  qualified  by that  party's  "knowledge",  "knowledge"
         means the actual  knowledge  of the person  making such  statement  at the time or times
         that such  statement  is made.  If the  statement is made by a  corporation,  the actual
         knowledge  of the  corporation's  officers  and  directors  is imputed  to the  Company;
         otherwise, the actual knowledge of a person shall not be imputed to any other person.
9.15     Benefits to Others.  The  representations,  warranties  and covenants  contained in this
         Agreement  are for the sole benefit of the parties  hereto and they shall not confer and
         are not intended to confer any rights on any other persons.
9.16     Construction.  The parties  agree and  acknowledge  that they have jointly  participated
         in the  negotiation  and  drafting of this  Agreement.  In the event of an  ambiguity or
         question of intent or  interpretation  arises,  this Agreement  shall be construed as if
         drafted  jointly by the  parties  and no  presumptions  or burdens of proof  shall arise
         favoring  any  party  by  virtue  of the  authorship  of any of the  provisions  of this
         Agreement.  Any  reference  to any  federal,  state,  local,  or foreign  statute or law
         shall be  deemed  also to refer to all  rules and  regulations  promulgated  thereunder,
         unless the context requires otherwise.
9.17     Arm's Length  Negotiations.  Each party herein expressly  represents and warrants to all
         other parties  hereto that (a) before  executing  this  Agreement,  said party has fully
         informed itself of the terms,  contents,  conditions and effects of this Agreement;  (b)
         said party has relied  solely and  completely  upon its own judgment in  executing  this
         Agreement;  (c) said party has had the  opportunity  to seek and has obtained the advice
         of counsel before  executing this  Agreement;  (d) said party has acted  voluntarily and
         of its own free will in  executing  this  Agreement;  (e) said party is not acting under
         duress,  whether  economic  or  physical,  in  executing  this  Agreement;  and (f) this
         Agreement  is the  result  of arm's  length  negotiations  conducted  by and  among  the
         parties and their respective counsel.

ARTICLE 10                       AUSTRALIAN AND NEW ZEALAND CORPORATION COMPLIANCE

10.1     Compliance.  This Agreement and  completion of it is  conditional  upon the Buyer taking
         all  actions  necessary  to ensure  that this  Agreement  and the  entering  into of the
         Securities  complies with the  provisions  of sections  260A-E of the  Corporations  Act
         2001  (Australia)  and the  provisions of Sections 76-80 of the Companies Act, 1993 (New
         Zealand) in relation  to the  provision  of  financial  assistance  by a company for the
         acquisition of shares in it.
10.2     Buyer.  The Buyer must give all necessary  notices,  undertake  all  necessary  meetings
         and circulate all necessary  information so as to comply with all legal  requirements in
         this regard, at its own expense, not later than 28 October 2004.
10.3     Rescission.  If by 28  October  2004 the Buyer has been  unable to obtain  the  required
         shareholder  approval or if any regulatory  authority or any other party validly objects
         to the  transaction  or conditions  are imposed upon it which are not  acceptable to the
         Seller or to the Buyer in  relation  to either or both of the  Companies,  then  without
         further  action being taken by either  party,  this  Agreement  and the  Securities  are
         rescinded  at that time and shall  cease to have any further  force or effect  saving as
         remaining as security  until the transfer  back  envisaged by this article 10.3 has been
         completed.  The  Shares  must be  transferred  back to the  Seller  by the Buyer and all
         necessary  meetings  undertaken  and other actions taken to reinstate the parties to the
         position  they were in prior to the entering  into of this  Agreement.  Neither party in
         such  circumstances  will have any right to claim  damages or any other amounts from the
         other as a result of this  rescission,  excepting for any accrued  rights for subsisting
         breach of any other rights of either party.
10.4     Other  Parties.  Each  party  agrees  to sign  all  necessary  documents,  to  give  all
         necessary  consents or other  documents  and to  co-operate  with each other (all at the
         Buyer's  cost),  as may be reasonably  required by the Buyer to ensure  compliance  with
         the provisions of this Article 10.
10.5     Certification  and delivery of Company  Charges.  Forthwith  upon the provisions of this
         Article 10 being  satisfied  the Buyer must certify that this has occurred to the Seller
         by notice in writing to the Seller to that effect which must have  enclosed  with it the
         duly  executed  Company  Charges  referred to in clause 1.4.2  together with evidence of
         payment  of any  transaction  duties,  taxes  or fees and all  associated  documentation
         necessary to enable them to be  registered.  Upon delivery of the same,  the  provisions
         of this  Article 10 will be deemed to have been  satisfied  and this  Agreement  becomes
         unconditional   in   relation   to  the   provisions   of  Article  10.  If  either  the
         certification or the duly executed  Company Charges (and supporting  documents or any of
         them) have not been  delivered to the Seller by the Buyer on or before 29 October  2004,
         then the  condition  contained  in this  Article  10 shall  be  deemed  to have not been
         satisfied and the provisions of Article 10.3 will apply.
10.6     Indemnity.  Subject to Article  10.3 The Buyer  indemnifies  the Seller  from any claims
         or penalties  which may be made or incurred as a result of any failure by the  Purchaser
         to comply with this Article 10.

                                Signatures on the following page


         IN WITNESS  WHEREOF,  the parties  have  executed  this  Agreement  as of the date first
above written.


Signed by Paul Box:
Signature:  /s/ Paul Douglas Box
Name:       Paul Douglas Box



Signed by Andy Williams:
Signature:  /s/ Andrew John Williams
Name:       Andrew John Williams

Witness



EXEcuted by Farah (Australia) Pty Ltd in accordance with
section 127 of the Corporations Act 2001:
Signature:    /s/ Michael Kagan                            Signature:    /s/ Richard J. Domino
Name:         Michael Kagan                                Name:         Richard J. Domino
Director                                                   Director




EXEcuted by Farah (New Zealand) Limited in accordance
with section 127 of the Corporations Act 2001:
Signature:    /s/ Michael Kagan                            Signature:    Richard J. Domino
Name:         Michael Kagan                                Name:         Richard J. Domino
Director                                                   Director




EXEcuted by Savane International Corp in accordance with
section 127 of the Corporations Act 2001:
Signature:    /s/ Michael Kagan                            Signature:    /s/ Jane C. Marlow
Name:         Michael Kagan                                Name:         Jane C. Marlow
Director                                                   Assistant Secretary




EXEcuted by Tropical Sportswear Int'l Corporation with
section 127 of the Corporations Act 2001:
Signature:    /s/ Michael Kagan                            Signature:    /s/  Jane C. Marlow
Name:         Michael Kagan                                Name:         Jane C. Marlow
Director                                                   Assistant Secretary




EXEcuted by South Pacific Apparel Pty Limited in
accordance with section 127 of the Corporations Act 2001:
Signature:   /s/ Paul Douglas Box                          Signature:    /s/  Andew John Williams
Name:        Andrew John Williams                          Name:         Andrew John Williams
Director                                                   Director and Secretary