Exhibit 10.5.9


                                                             July 31, 2001



MOVIE STAR, INC.
1115 Broadway
New York, NY 10010

         It is mutually agreed that the Financing Agreement entered into between
us dated April 24, 1996 as amended or supplemented (the "Financing Agreement")
is amended effective June 30, 2001 as follows:


1.                The following shall be added as a new section 1.13:
                  "Maximum Amount" shall mean $30,000,000

2.                The following shall be added as a new section 1.14:
                  "Overadvance" shall mean any amount in the loan account which
                  exceeds (a) 80% of the Net Amount of Eligible Receivables,
                  plus (b) the lesser of (i) $3,000,000 or (ii) 50% of the Net
                  Amount of Eligible Inventory.

3.                The first paragraph of Section 2.1 is hereby deleted in its
                  entirety and the following is substituted in its place and
                  stead:
                  "Lender shall, in its discretion, make loans to Borrower or
                  procure for Borrower Letters of Credit from time to time, at
                  Borrower's request, which loans and the Letters of Credit in
                  the aggregate shall not exceed (i) the lesser of (a) the
                  Maximum Amount; or (b) (i) the amount set forth for each
                  specified month on the "Availability Line" appearing on page
                  three of Exhibit A annexed hereto for the respective period
                  which such Availability Line relates, plus (ii) $2,500,000;
                  provided, however, that on the last day of each month the
                  aggregate outstanding amount in the Loan Account shall be
                  limited to the amount of sub-section (b)(i). Any advances in
                  excess of the advances provided for in the foregoing
                  subparagraph (b) are hereafter referred to as "Additional
                  Advances." The making of any loan in excess of the percentages
                  or amounts set forth above shall not be deemed to modify such
                  percentage or amount or create any obligation to make any
                  further such loan. All loans (and all other amounts chargeable
                  to Borrower under this Agreement or any supplement hereto)
                  shall be charged to a Loan Account in Borrower's name on
                  Lender's books. Lender shall render to Borrower each month a
                  statement of the Loan Account (and all credits and charges
                  thereto) which shall be considered correct and accepted by
                  Borrower and conclusively binding upon Borrower as an account
                  stated except to the extent that Lender receives a written
                  notice by registered mail of Borrower's exceptions within 30
                  days after such statement has been mailed by ordinary mail to
                  Borrower. "

4.                Section 3.1 is deleted in its entirety and the following is
                  substituted in its place and stead:
                  "Borrower agrees to pay to Lender each month interest in
                  arrears (computed on the basis of the actual number of days
                  elapsed over a year of 360 days) on the average daily balances
                  in the Loan Account during the preceding month at a rate equal
                  to the Prime Rate; provided,

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                  however, that in no event shall the interest charged on the
                  non-overadvance portion of the average daily balance in the
                  Loan Account be less than 6% per annum, and on the Overadvance
                  portion thereof be less than 7% per annum. In addition,
                  Borrower agrees to pay to Lender (a) on such portion thereof
                  which is not an Overadvance, at a rate equal to Prime Rate;
                  and (b) on such portion thereof which is an Overadvance at a
                  rate equal to the Prime Rate plus 1%. Any change in the
                  effective interest rate due to a change in the Prime Rate
                  shall take effect the date of such change in the Prime Rate."

5.                The following shall be added at the end of Section 3.2:
                  "Notwithstanding anything to the contrary herein contained,
                  commencing June 30, 2001, Borrower shall pay to Lender on
                  September 30, December 31, March 31 and June 30 of each year,
                  a facility fee equal to 1/4 of 1% of the highest amount of the
                  Obligations outstanding at any time during the preceding
                  90-day period".

6.                Section 6.5 is deleted in its entirety and the following is
                  substituted in its place and stead:
                  "6.5 All loans and advances requested by Borrower under this
                  Agreement shall be used for the general corporate and business
                  purposes of Borrower (provided, however, that any Additional
                  Advances shall be utilized solely and only for working capital
                  needs in the ordinary and usual course of business of
                  Borrower) and shall in no event be requested or used by
                  Borrower for the specific purpose of paying wages of the
                  employees of Borrower."

7.                The Renewal Date specified in Section 9.1 shall read June
                  30, 2004.

8.                Section 6.9 is amended as follows:

                  A.       The paragraph titled "Affirmative Financial
                  Covenants." is deleted and the following is substituted in its
                  place and stead:

                  "Affirmative Financial Covenants. Borrower shall until payment
in full of all Obligations to Lender and termination of this Agreement (a) cause
to be maintained at the end of each fiscal quarter (i.e. December, March, June
and September), Tangible Net Worth in an amount not less than $11,500,000 (the
"Base Tangible Net Worth Covenant") and (b) cause to be maintained at the end of
each fiscal quarter, Working Capital of not less than $4,750,000 (the "Base
Working Capital Covenant"); provided, however, that the foregoing financial
covenants shall, effective with the fiscal quarter commencing October 1, 2001,
be adjusted as follows:

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                  (i)      If a net loss is projected on Exhibit A annexed
                           hereto ("Exhibit A") for a fiscal quarter, the Base
                           Tangible Net Worth Covenant and Base Working Capital
                           Covenant for such fiscal quarter shall be decreased
                           by 100% of such projected net loss; and

                  (ii)     If a net profit is projected on Exhibit A for a
                           fiscal quarter, the Base Tangible Net Worth Covenant
                           and the Base Working Capital Covenant for such fiscal
                           quarter shall be increased by 50% of such projected
                           net profit after tax."

                  B.       The paragraph titled "Tangible Net Worth." is hereby
deleted and the following is substituted in its place and stead:

                  "Tangible Net Worth" shall mean, at a particular date, (a)
the aggregate amount of all assets of Borrower as may be properly classified as
such in accordance with GAAP consistently applied excluding such other assets as
are properly classified as intangible assets under GAAP (provided, however, that
deferred taxes shall be included as tangible assets notwithstanding their proper
classification in accordance with GAAP), less (b) the aggregate amount of all
liabilities of Borrower determined in accordance with GAAP."

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9.       Notwithstanding anything to the contrary contained in the Financing
Agreement, no covenant shall be deemed breached by reason of a violation of such
covenant arising solely and only by reason of the redemption of its 12.875%
subordinated debentures prior to maturity thereof.

         In all other respects the terms and conditions of the aforesaid
agreement, as the same may have heretofore been amended, shall remain unchanged.

                                                     ROSENTHAL & ROSENTHAL, INC.

                                                     By:  /s/ JERRY SANDAK
                                                        --------------------
                                                     Name: Jerry Sandak
                                                     Title:   Sr. Exec. VP




THE FOREGOING IS ACKNOWLEDGED
AND AGREED TO:

MOVIE STAR, INC.


By:  /s/ MELVYN KNIGIN
   ----------------------
Name: Melvyn Knigin
Title:   President & CEO