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                                AMENDMENT NO. 10

                                       TO

                           LOAN AND SECURITY AGREEMENT


               THIS AMENDMENT NO. 10 ("Amendment") is entered into as of January
4, 1999, 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 1.1 of the Loan Agreement is hereby amended as
follows:

                      (i) the following defined terms are hereby added in their
appropriate alphabetical order:

               "Limited Guaranty" - that certain Limited Guaranty dated as of
January 4, 1999 executed by Marvin L. Goodman and Melinda K. Goodman in favor of
Lender.

               "Special Advance Amount" - $1,000,000 solely during the period
commencing January 4, 1999 and ending on the earlier of (a) February 26, 1999
and (b) any earlier date as set forth in a notice from Borrower to Lender and $0
at all times thereafter.


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                      (ii) the following defined terms are hereby amended in
their entirety to provide as follows:

               "Borrowing Base" - as at any date of determination thereof, an 
amount equal to:

                      (a) ninety percent (90%) of the Factor Credit Balance
               owing to Borrower at such date;

                                      PLUS

                      (b) the lesser of (1) $10,000,000 or (2) the sum of 

                                    (i) sixty percent (60%), of the value of
                                    Eligible Inventory (other than Eligible
                                    Licensed Inventory),

                                      plus

                                    (ii) the lesser of (1) $4,000,000 or (2)
                                    fifty-six percent (56%), of the value of
                                    Eligible OP Licensed Inventory

                                      plus

                                    (iii) the lesser of (1) $2,500,000 or (2)
                                    fifty-six percent (56%), of the value of
                                    Eligible Nautica Licensed Inventory at such
                                    date calculated on the basis of the lower of
                                    cost or market with the cost of finished
                                    goods calculated on a first-in, first-out
                                    basis,

                                      PLUS

                      (c) the lesser of (1) $1,500,000 or (2) eighty percent
               (80%), of the Eligible Foreign Accounts outstanding at such date;

                                      PLUS

                      (d) the lesser of (1) $2,000,000 or (2) fifty percent
               (50%) of the Eligible Specified Accounts outstanding at such
               date;

                                      PLUS

                      (e) the Real Estate Advance Amount;

                                      PLUS

                      (f) the Special Advance Amount;

                                      PLUS


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                      (g) solely during the Seasonal Advance Period, the 
               Seasonal Advance Amount;

                                      MINUS
                            (subtract from the sum of
               clauses (a), (b), (c), (d), (e) (f) and (g) above)

                      (h) an amount equal to the sum of (i) the face amount of
               all Letters of Credit outstanding at such date and (ii) any
               unpaid amounts due and payable which Lender may pay pursuant to
               any of the Loan Documents for the account of Borrower.

               (b) Section 9.1 of the Loan Agreement is hereby amended by adding
a new clause (U) to provide as follows:

               "(U) Termination or Breach of Limited Guaranty. There shall occur
any termination or breach of the Limited Guaranty, or if Marvin L. Goodman or
Melinda K. Goodman shall attempt to terminate, or challenge the validity of, or
his or her liability under, the Limited Guaranty so long as there are existing
outstanding Revolving Credit Loans in reliance upon clause (f) of the definition
of Borrowing Base."

               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) four (4) copies of the Limited Guaranty executed by Marvin L.
Goodman and Melinda K. Goodman and (iii) 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.


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

               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 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
                                             Title: Chief Financial Officer


                                        FLEET CAPITAL CORPORATION

                                        By:  /s/Walter Schuppe
                                             Title: Vice President