<PAGE>   1
                                 AMENDMENT NO. 9

                                       TO

                           LOAN AND SECURITY AGREEMENT


                  THIS AMENDMENT NO. 9 ("Amendment") is entered into as of
December 4 , 1998, by and between APPAREL VENTURES, INC., a Delaware corporation
having its chief executive office and principal place of business at 204 West
Rosecrans Avenue, Gardena, California 90248 ("Borrower") and FLEET CAPITAL
CORPORATION ("Lender").

                                   BACKGROUND

                  Borrower and Lender are parties to a Loan and Security
Agreement dated as of May 23, 1994 (as amended, supplemented, restated or
otherwise modified from time to time, the "Loan Agreement") pursuant to which
Lender provided Borrower with certain financial accommodations.

                  Borrower has requested that Lender amend certain provisions of
the Loan Agreement and Lender is willing to do so on the terms and conditions
hereafter set forth.

                  NOW, THEREFORE, in consideration of any loan or advance or
grant of credit heretofore or hereafter made to or for the account of Borrower
by Lender, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
follows:

                  1. Definitions. All capitalized terms not otherwise defined
herein shall have the meanings given to them in the Loan Agreement.

                  2. Amendment to Loan Agreement. Subject to the satisfaction of
the Conditions Precedent set forth in Section 3 below, the Loan Agreement is
hereby amended as follows:

                    (a) Section 7.3 (A) of the Loan Agreement is hereby amended
in its entirety to provide as follows:

                    (A) Minimum Adjusted Tangible Net Worth. Maintain an
Adjusted Tangible Net Worth, to be measured as of the end of each month, of not
less than the amount ("Net Worth Amount") shown below for the months
corresponding thereto:

<TABLE>
<CAPTION>
Month Ending      Amount
------------      ------
<S>               <C>          
09/30/98          ($25,000,000)
10/31/98          ($26,000,000)
11/30/98          ($27,000,000)
12/31/98          ($26,000,000)
</TABLE>

<PAGE>   2


<TABLE>
<S>                                        <C>          
1/31/99                                    ($24,000,000)
2/28/99                                    ($22,000,000)
3/31/99                                    ($22,000,000)
4/30/99 and each month thereafter          ($18,000,000)
</TABLE>


                  3. Conditions of Effectiveness. This Amendment shall become
effective upon satisfaction of the following conditions precedent: Lender shall
have received (i) four (4) copies of this Amendment executed by Borrower and
Lender (ii) such other certificates, instruments, documents, agreements and
opinions of counsel as may be required by Lender or its counsel, each of which
shall be in form and substance satisfactory to Lender and its counsel.

                  4. Representations and Warranties. Borrower hereby represents
and warrants as follows:

                  (a) This Amendment and the Loan Agreement, as amended hereby,
constitute legal, valid and binding obligations of Borrower and are enforceable
against Borrower in accordance with their respective terms.

                  (b) Upon the effectiveness of this Amendment, Borrower hereby
reaffirms all covenants, representations and warranties made in the Loan
Agreement to the extent the same are not amended hereby and agree that all such
covenants, representations and warranties shall be deemed to have been remade as
of the effective date of this Amendment.

                  (c) No Event of Default or Default has occurred and is
continuing or would exist after giving effect to this Amendment.

                  (d) Borrower has no defense, counterclaim or offset with
respect to the Loan Agreement.

                  (e) Borrower is in compliance in all material respects with
the terms contained in the Senior Debt Documentation.

                  5. Effect on the Loan Agreement.

                  (a) Upon the effectiveness of Section 2 hereof, each reference
in the Loan Agreement to "this Agreement," "hereunder," "hereof," "herein" or
words of like import shall mean and be a reference to the Loan Agreement as
amended hereby.

                  (b) Except as specifically amended herein, the Loan Agreement,
and all other documents, instruments and agreements executed and/or delivered in
connection therewith, shall remain in full force and effect, and are hereby
ratified and confirmed.

                  (c) The execution, delivery and effectiveness of this
Amendment shall not, operate as a waiver of any right, power or remedy of
Lender, nor constitute a waiver of any 


<PAGE>   3

provision of the Loan Agreement, or any other documents, instruments or
agreements executed and/or delivered under or in connection therewith.

                  6. Governing Law. This Amendment shall be binding upon and
inure to the benefit of the parties hereto and their respective successors and
assigns and shall be governed by and construed in accordance with the laws of
the State of New York.

                  7. Headings. Section headings in this Amendment are included
herein for convenience of reference only and shall not constitute a part of this
Amendment for any other purpose.

                  8. Counterparts. This Amendment may be executed by the parties
hereto in one or more counterparts, each of which shall be deemed an original
and all of which taken together shall constitute one and the same agreement.


                  IN WITNESS WHEREOF, this Amendment has been duly executed as
of the day and year first written above.

                                       APPAREL VENTURES, INC.

                                       By: /s/ William F. Singletary
                                           -------------------------------------
                                       Name:  William F. Singletary
                                       Title: Chief Financial Officer



                                       FLEET CAPITAL CORPORATION

                                       By:  /s/ Walter Schuppe
                                            ------------------------------------
                                       Name:  Walter Schuppe
                                       Title: Vice President