EXHIBIT 10.32
                                  -------------

                              FORBEARANCE AGREEMENT
                              ---------------------

           FORBEARANCE AGREEMENT,  dated of as February 16, 2001, by and between
AVID  SPORTSWEAR,  INC., a  California  corporation  ("CLIENT"),  and GE CAPITAL
COMMERCIAL  SERVICES,  INC., a North Carolina corporation  ("FACTOR").


                              W I T N E S S E T H:
                              --------------------

           WHEREAS,  Factor and  Client  have  entered  into  certain  financing
arrangements  pursuant to the Factoring Agreement,  dated as of July 31, 2000 by
and between Factor and Client (and as amended  hereby,  and as the same may have
heretofore  been or may hereafter be further  amended,  modified,  supplemented,
extended,  renewed, restate or replaced, the "FACTORING AGREEMENT," and together
with all  agreements,  documents and  instruments  at any time  executed  and/or
delivered  in  connection  therewith  or  related  thereto,   collectively,  the
"FACTORING DOCUMENTS"); and

           WHEREAS,  the  circumstances  described  herein  constitute  multiple
Events  of  Default  under  the  Factoring  Agreement  and the  other  Factoring
Documents; and

           WHEREAS, Client has requested that Factor forbear from exercising its
rights as a result of such Events of  Default,  which are  continuing,  and that
Factor provide continue to factor Client's  Accounts and provide other financial
accommodations to Client notwithstanding such Events of Default; and

           WHEREAS,  Factor  is  willing  to agree to  forbear  from  exercising
certain of its rights and remedies and continue to factor Client's  Accounts and
provide other financial accommodations to Client for the period and on the terms
and conditions specified herein;

           NOW, THEREFORE, in consideration of the foregoing, and the respective
agreements, warranties and covenants contained herein, the parties hereto agree,
covenant and warrant as follows:

SECTION 1.       DEFINITIONS
                 -----------

           1.1.  INTERPRETATION.  All capitalized  terms used herein  (including
the recitals hereto) shall have the respective  meanings assigned thereto in the
Factoring Agreement unless otherwise defined herein.

           1.2.  ADDITIONAL  DEFINITIONS.  As used herein,  the following  terms
shall  have the  respective  meanings  given  to them  below  and the  Factoring
Agreement is hereby amended to include, in addition and not in limitation,  each
of the following definitions:


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                 (a)  "EXISTING  DEFAULTS"  shall mean the  failure by Client to
comply with the Tangible Net Worth Covenant and with the Minimum Working Capital
Covenant  under the  Factoring  Agreement,  in each case for the  period  ending
December 31, 2000.

                 (b)  "FORBEARANCE  PERIOD"  shall have the meaning set forth in
Section 3.2(a) hereof.


SECTION 2.       ACKNOWLEDGEMENT
                 ---------------

           2.1.  ACKNOWLEDGEMENT  OF  OBLIGATIONS.  Client hereby  acknowledges,
confirms  and agrees  that as of the close of business  on  February  15,  2001,
Client is  indebted  to Factor in  respect  of  advances  and made and letter of
credit  obligations  incurred,  under the  Factoring  Agreement in the principal
amount of  $1,447,126.  All  Obligations  (as more  specifically  defined in the
Factoring  Agreement),  together with interest accrued and accruing thereon, and
fees,  costs,  expenses and other charges now or hereafter  payable by Client to
Factor, are unconditionally owing by Client to Factor,  without offset,  defense
or counterclaim of any kind, nature or description whatsoever.

           2.2.  ACKNOWLEDGEMENT   OF   SECURITY   INTERESTS.    Client   hereby
acknowledges,  confirms  and agrees that  Factor has and shall  continue to have
valid,   enforceable  and  perfected  first-priority  liens  upon  and  security
interests  in the  Collateral  heretofore  granted  to  Factor  pursuant  to the
Factoring Documents or otherwise granted to or held by Factor.

           2.3.  BINDING  EFFECT  OF  DOCUMENTS.   Client  hereto  acknowledges,
confirms and agrees that:  (a) each of the Factoring  Documents to which it is a
party has been duly executed and  delivered to Factor by Client,  and each is in
full force and effect as of the date hereof,  (b) the agreements and obligations
of Client  contained in such  documents  and in this  Agreement  constitute  the
legal,  valid and  binding  Obligations  of  Client,  enforceable  against it in
accordance with their  respective  terms, and Client has no valid defense to the
enforcement of such Obligations,  and (c) Factor is and shall be entitled to the
rights,  remedies  and  benefits  provided for in the  Factoring  Documents  and
applicable law.

SECTION 3.       FORBEARANCE IN RESPECT OF CERTAIN EVENTS OF DEFAULT
                 ----------------------------------------------------

           3.1.  ACKNOWLEDGEMENT  OF DEFAULT.  Client  hereby  acknowledges  and
agrees that the Existing  Defaults  have  occurred and are  continuing,  each of
which constitutes an Event of Default and entitles Factor to exercise its rights
and remedies  under the  Factoring  Documents,  applicable  law or otherwise and
Client  further  represents  and  warrants  that as of the date  hereof no other
Events of Default under the Factoring  Documents  exist.  Factor has not waived,
presently  does not intend to waive and may never waive such  Existing  Defaults
and nothing  contained herein or the transactions  contemplated  hereby shall be
deemed to constitute any such waiver. Client hereby acknowledges and agrees that
Factor has the  presently  exercisable  right to declare the  Obligations  to be
immediately due and payable under the terms of the Factoring Documents.


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<PAGE>


           3.2.  FORBEARANCE.

                 (a)  In  reliance  upon  the  representations,  warranties  and
covenants of Client  contained in this  Agreement,  and subject to the terms and
conditions  of this  Agreement  and any  documents  or  instruments  executed in
connection  herewith,  Factor agrees to forbear from  exercising  its rights and
remedies  under the  Factoring  Documents  or  applicable  law in  respect of or
arising out of the Existing Defaults, subject to the conditions,  amendments and
modifications  contained  herein  for  the  period  (the  "FORBEARANCE  PERIOD")
commencing  on the date  hereof and ending on the earlier of: (i) March 23, 2001
or (ii) the  occurrence  or  existence  of any Event of Default,  other than the
Existing Defaults.

                 (b)  Upon  the  termination  of  the  Forbearance  Period,  the
agreement of Factor to forbear shall  automatically  and without  further action
terminate  and be of no force and  effect,  it being  expressly  agreed that the
effect of such  termination will be to permit Factor to exercise such rights and
remedies immediately,  including,  but not limited to, (i) ceasing to factor any
additional  Accounts  of  Client  and  (ii)  the  acceleration  of  all  of  the
Obligations;  in either  case  without any  further  notice,  passage of time or
forbearance of any kind.

           3.3.  NO OTHER WAIVERS; RESERVATION OF RIGHTS.

                 (a) Factor has not waived,  is not by this  Agreement  waiving,
and has no intentions of waiving,  any Events of Default which may be continuing
on the date  hereof or any  Events  of  Default  which may occur  after the date
hereof (whether the same or similar to the Existing Defaults or otherwise),  and
Factor has not agreed to forbear  with  respect to any of its rights or remedies
concerning any Events of Default (other than, during the Forbearance Period, the
Existing  Defaults to the extent  expressly  set forth  herein),  which may have
occurred or are  continuing as of the date hereof which may occur after the date
hereof.

                 (b) Subject to Section 3.2 above  (solely  with  respect to the
existing Events of Default),  Factor  reserves the right, in its discretion,  to
exercise any or all of its rights and remedies under the Factoring Agreement and
the other Factoring  Documents as a result of any Events of Default which may be
continuing  on the date hereof or any Event of Default which may occur after the
date  hereof,  and Factor has not waived  any of such  rights or  remedies,  and
nothing  in this  Agreement,  and no delay on its  part in  exercising  any such
rights or  remedies,  should  be  construed  as a waiver  of any such  rights or
remedies.

           3.4.  FEE. In  consideration  of the agreements set forth herein,
Client  shall pay to Factor a fee in the  amount of  $5,000,  which fee shall be
fully  earned  as of the date  hereof  and  payable  contemporaneously  with the
execution  of  this  Agreement.  Such  fee is in  addition  to all  other  fees,
interest,  costs and expenses payable in connection with the Factoring Documents
and may be charged by Factor to any account of Client maintained by Factor.  The
fee shall be fully  earned by Factor  notwithstanding  any  failure by Client to
comply with any other term of this Agreement.


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<PAGE>


SECTION 4.       AMENDMENTS AND SUPPLEMENTARY  PROVISIONS  [DRAFTING NOTE: THESE
                 PROVISIONS  MUST  BE  CONFORMED  TO  THE  AGREEMENT  AMONG  THE
                 PARTIES]
                 ---------------------------------------------------------------

           4.1.  REDUCTION IN ADVANCE RATES. Client acknowledges that certain of
the existing advance rates (defined as 100% minus applicable reserves) under the
Factoring Agreement shall be adjusted as follows:

                 (a) the advance rate on Eligible  Inventory shall be reduced as
follows:

                                 EFFECTIVE DATE                     ADVANCE RATE
                                 --------------                     ------------
                                 February 16, 2001                       18%
                                 February 23, 2001                       16%
                                 March 2, 2001                           14%
                                 March 9, 2001                           12%
                                 March 16, 2001                          10%



                 (b)  effective  as of the  date of this  Agreement,  the  [L/C]
advance rate shall be 20%.

           4.2.  INTEREST  RATE  PROVISIONS.  Without  in any way  limiting  the
rights and  remedies  of Factor set forth in this  Agreement  or under the other
Factoring  Documents,  at  any  time  while  any  of the  Existing  Defaults  is
continuing,  or if any other  Event of  Default  occurs  (and  while the same is
continuing),  Factor shall  charge  interest at the Default Rate with respect to
the  outstanding  Obligations  owing by Client to  Factor,  as  provided  in the
Factoring Agreement.

SECTION 5.       REPRESENTATIONS, WARRANTIES AND COVENANTS
                 -----------------------------------------

           5.1.  Each of the representations and warranties made by or on behalf
of client to Factor in any of the Factoring  Documents was true and correct when
made and in all material respects is, except for any representation and warranty
set forth in the Factoring  Agreement  relating to the non-existence of an Event
of Default,  true and correct on and as of the date of this  Agreement  with the
same full force and effect as if each of such representations and warranties had
been made by Client on the date hereof and in this Agreement.

SECTION 6.       CONDITIONS TO EFFECTIVENESS OF CERTAIN PROVISIONS OF THIS
                 AGREEMENT
                 ----------------------------------------------------------

           6.1.  The  effectiveness  of the terms and provisions of Sections 3.2
of this  Agreement  shall be  subject  to the  receipt  by Factor of each of the
following, in form and substance satisfactory to Factor:

                 (a) an original of this Agreement,  duly  authorized,  executed
and delivered by Client;

                 (b) payment of fee payable pursuant to Section 3.4.



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<PAGE>


SECTION 7.       PROVISIONS OF GENERAL APPLICATION
                 ---------------------------------

           7.1.  EFFECT OF THIS AGREEMENT.  Except as modified  pursuant hereto,
no other changes or  modifications  to the  Factoring  Documents are intended or
implied  and  in  all  other   respects  the  Factoring   Documents  are  hereby
specifically  ratified,  restated and confirmed by all parties  hereto as of the
effective  date  hereof.  To the extent of  conflict  between  the terms of this
Agreement and the other Factoring  Documents,  the terms of this Agreement shall
control.  The Factoring Agreement and this Agreement shall be read and construed
as one agreement.

           7.2.  COSTS  AND  EXPENSES.  Client  absolutely  and  unconditionally
agrees to pay to the Factor, on demand by the Factor at any time and as often as
the occasion therefor may require, whether or not all or any of the transactions
contemplated by this Agreement are  consummated:  all fees and  disbursements of
any counsel to Factor in connection with the preparation, negotiation, execution
or delivery of this  Agreement and any agreements  delivered in connection  with
the  transactions  contemplated  hereby and expenses  which shall at any time be
incurred or sustained by the Factor or any participant of Factor or any of their
respective  directors,  officers,  employees or agents as a consequence of or in
any way in connection with the preparation,  negotiation,  execution or delivery
of this Agreement and any agreements prepared, negotiated, executed or delivered
in connection with the transactions contemplated hereby.

           7.3.  FURTHER  ASSURANCES.  The  parties  hereto  shall  execute  and
deliver such additional documents and take additional action as may be necessary
or desirable to effectuate the provisions and purposes of this Agreement.

           7.4.  GOVERNING LAW. This Agreement, which is subject to modification
only in writing,  is  supplementary  to and is to be  considered  as part of the
Factoring  Agreement  and shall take effect when  accepted and signed by Factor.
This  Agreement  shall be  interpreted  according  to the  laws of the  State of
California  and shall  inure to the  benefit of and be binding  upon the parties
hereto and their  respective  successors  and  assigns.  Any  notices,  demands,
consents[,  or] other writings or  communications  permitted or required by this
Agreement  shall be given in the manner  and to the  address as set forth in the
Factoring Agreement.

           7.5.  MUTUAL  WAIVER  OF JURY  TRIAL.  BECAUSE  DISPUTES  ARISING  IN
CONNECTION WITH COMPLEX FINANCIAL TRANSACTIONS ARE MOST QUICKLY AND ECONOMICALLY
RESOLVED BY AN  EXPERIENCED  AND EXPERT  PERSON AND THE PARTIES WISH  APPLICABLE
STATE AND FEDERAL LAWS TO APPLY  (RATHER THAN  ARBITRATION  RULES),  THE PARTIES
DESIRE THAT THEIR DISPUTES BE RESOLVED BY A JUDGE APPLYING SUCH APPLICABLE LAWS.
THEREFORE,  TO ACHIEVE THE BEST  COMBINATION  OF THE  BENEFITS  OF THE  JUDICIAL
SYSTEM AND OF ARBITRATION,  THE PARTIES HERETO WAIVE ALL RIGHTS TO TRIAL BY JURY
IN ANY  ACTION,  SUIT OR  PROCEEDING  BROUGHT TO RESOLVE  ANY  DISPUTE,  WHETHER
ARISING IN CONTRACT, TORT OR OTHERWISE BETWEEN FACTOR AND CLIENT ARISING OUT OF,
CONNECTED WITH,  RELATED OR INCIDENTAL TO THE RELATIONSHIP  ESTABLISHED  BETWEEN
THEM IN CONNECTION WITH THIS AGREEMENT OR ANY OF THE OTHER  FACTORING  DOCUMENTS
OR THE TRANSACTIONS RELATED THERETO.



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           IN WITNESS  WHEREOF,  this  Agreement is executed and delivered as of
the day and year first above written.

                                       AVID SPORTSWEAR, INC.

                                       By:    /s/ Barnow Mow
                                              ----------------------------
                                       Name:  /s/ Barnow Mow
                                             -----------------------------
                                       Title: /s/ CEO/President
                                              ----------------------------


                                       GE CAPITAL COMMERCIAL SERVICES, INC.

                                       By:        /s/ Craig McGuire
                                              ----------------------------
                                       Name:      /s/ Craig McGuire
                                              ----------------------------
                                       Title:     /s/ Vice-President
                                              ----------------------------