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                                                                 Exhibit 10.32

                                    [BANK OF AMERICA logo]
BANC OF AMERICA
SECURITIES ASIA LIMITED                             G.P.O. Box No. 799
A Subsidiary of Bank of America, N.A.               Hong Kong

                                                    Tel (852) 2847 6666

     To:   Smart Shirts Limited (the Company)



     For the attention of:   Lucinda Chan / David Ho


                                                                August 3, 2006

     Dear Sirs

     US$50,000,000 CREDIT AGREEMENT (THE AGREEMENT) DATED 21 DECEMBER 2005 FOR
     THE COMPANY WITH BANC OF AMERICA SECURITIES ASIA LIMITED AS FACILITY
     AGENT

     1.   BACKGROUND

     (a)  This letter is supplemental to and amends the Agreement.

     (b)  All the Lenders have consented to the amendments to the Agreement
          contemplated by this letter. Accordingly, pursuant to Clause 26.1
          (Amendments and waivers), we are authorised to execute this letter
          on behalf of the Finance Parties.


     2.   INTERPRETATION

     (a)  Capitalised terms defined in the Agreement have the same meaning
          when used in this letter.

     (b)  The provisions of clause 1.2 (Construction) of the Agreement apply
          to this letter as though they were set out in full in this letter
          except that references to the Agreement are to be construed as
          references to this letter.

     (c)  EFFECTIVE DATE means the date of this letter.

     3.   AMENDMENTS

     (a)  Subject to sub-paragraph (b) below, the Agreement will be amended
          from the Effective Date in accordance with sub-paragraph (c) below.

     (b)  The Agreement will not be amended by this letter unless the Facility
          Agent notifies the Company and the Lenders that it has received a
          copy of this letter countersigned by the Company and each of the
          Guarantors.

          The Facility Agent must give this notification as soon as reasonably
          practicable.

     (c)  The Agreement will be amended as follows:

          (i)     Clause 5.1(b) of the Agreement shall be deleted and replaced
                  with the following:

                  "Unless the Facility Agent otherwise agrees, the latest time
                  for receipt by the Facility Agent of a duly completed
                  Request is:



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                                    [BANK OF AMERICA logo]
BANC OF AMERICA
SECURITIES ASIA LIMITED                             G.P.O. Box No. 799
A Subsidiary of Bank of America, N.A.               Hong Kong

                                                    Tel (852) 2847 6666

                  (i)      for a Term Loan, 10:00 a.m. one Business Day before
                           the Rate Fixing Day; and

                  (ii)     for a Revolving Credit Loan, 10:00 a.m. on the Rate
                           Fixing Day,

                  for the proposed borrowing";

          (ii)    Clause 5.2(c)(i) of the Agreement shall be deleted and
                  replaced with the following:

                  "(A) for a Term Loan, a minimum of US$5,000,000 and an
                  integral multiple of US$1,000,000 and (B) for a Revolving
                  Credit Loan, a minimum of US$500,000 and an integral
                  multiple of US$100,000; or";

          (iii)   Clause 9.2(c)(i) of the Agreement shall be deleted and
                  replaced with the following:

                  "one week, two weeks, or one, two or three month(s); or";

          (iv)    Clause 17.1(a)(ii) of the Agreement shall be deleted and
                  replaced with the following:

                  "in the case of KAL only:

                  (A)      its audited consolidated financial statements for
                           each year ended 31 December;

                  (B)      its unaudited consolidated financial statements for
                           each of its financial years; and

                  (C)      its unaudited consolidated financial statements for
                           each quarter of each of its financial years.";

          (v)     Clause 17.1(a)(iii) of this Agreement shall be deleted;

          (vi)    Clause 17.1 of this Agreement shall be amended by:

                  (A)      inserting in sub-paragraph (c), "signed by a
                           director of KAL" after "a reconciliation statement"
                           and before "reconciling such material
                           discrepancies"; and

                  (B)      inserting the following new sub-paragraph (d):

                           "For each unaudited consolidated financial
                           statements of KAL for any financial year, KAL must
                           deliver to the Facility Agent a reconciliation
                           statement signed by a director of KAL reconciling
                           all discrepancies and changes from those set out in
                           the audited consolidated financial statement for
                           the year ending the immediately preceding 31
                           December, and including all



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                                    [BANK OF AMERICA logo]
BANC OF AMERICA
SECURITIES ASIA LIMITED                             G.P.O. Box No. 799
A Subsidiary of Bank of America, N.A.               Hong Kong

                                                    Tel (852) 2847 6666

                           information required by the Facility Agent acting
                           reasonably, in form and substance satisfactory to
                           the Facility Agent acting reasonably.";

          (vii)   Clause 17.3(a) of the Agreement shall be amended by deleting
                  "(other than its unaudited annual consolidated financial
                  statements)"; and

          (viii)  Clause 18.4 of the Agreement shall be deleted and replaced
                  with the following:

                  "KAL must ensure that for each year ending on each of the
                  dates specified below, the ratio of Consolidated Funded Debt
                  to Consolidated EBITDA for that year must not exceed the
                  ratio set opposite that date. The required ratio of
                  Consolidated Funded Debt to Consolidated EBITDA shall be
                  complied with by KAL at all times during each such year but
                  shall only be calculated on each Calculation Date. However,
                  if KAL reasonably believes that, at any time between the
                  last Calculation Date and the next Calculation Date, it is
                  not in compliance with the required ratio, it will notify
                  the Facility Agent within 10 Business Days.

                 ---------------------------------------------------------------

                    YEAR ENDING ON                                RATIO
                 ---------------------------------------------------------------

                    31 December 2005                               3:1
                 ---------------------------------------------------------------

                    31 January 2006                                3:1
                 ---------------------------------------------------------------

                    31 December 2006                               3:1
                 ---------------------------------------------------------------

                    31 January 2007                                3:1
                 ---------------------------------------------------------------

                    31 December 2007 or thereafter                2.5:1
                 ---------------------------------------------------------------

                    31 January 2008 or thereafter                 2.5:1
                 ---------------------------------------------------------------

          (ix)    Clause 18.6 of the Agreement shall be deleted and replaced
                  with the following:

                  "(a)     KAL must ensure that Capital Expenditure during any
                           financial year of KAL or calendar year does not
                           exceed the Maximum Capex Amount.

                  (b)      If Capital Expenditure in a financial year of KAL
                           is less than the Maximum Capex Amount (such
                           difference being the UNUSED FINANCIAL YEAR CAPEX
                           AMOUNT), the Maximum Capex Amount applicable to the
                           next financial year of KAL will be increased by an
                           amount equal to the lower of (i) the Unused
                           Financial Year Capex Amount and (ii) US$10,000,000.

                  (c)      If Capital Expenditure in a calendar year is less
                           than the Maximum Capex Amount (such difference
                           being the UNUSED CALENDAR YEAR CAPEX AMOUNT), the
                           Maximum Capex Amount applicable to the next
                           calendar year

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                                    [BANK OF AMERICA logo]
BANC OF AMERICA
SECURITIES ASIA LIMITED                             G.P.O. Box No. 799
A Subsidiary of Bank of America, N.A.               Hong Kong

                                                    Tel (852) 2847 6666


                           will be increased by an amount equal to the lower
                           of (i) the Unused Calendar Year Capex Amount and
                           (ii) US$10,000,000.".

          (x)     Clause 19.14(b) of the Agreement shall be amended by:

                  (A)      adding "or" to the end of sub-clause (i);

                  (B)      replacing "; or" with "," in sub-clause (ii); and

                  (C)      deleting sub-clause (iii).

          (xi)    Paragraph 2(d) of Schedule 6 to the Agreement shall be
                  deleted and replaced with "[Capital Expenditure for the
                  [calendar year/financial year] ended [ ] was [ ]; and]".

4.   CONFIRMATION

     Each of the Company and the Guarantors agrees, acknowledges and confirms
     that, notwithstanding the amendments to the Agreement effected by this
     letter:

     (a)  its obligations, liabilities and covenants under each of the Finance
          Documents to which it is a party shall remain valid, binding and
          subsisting and enforceable against it; and

     (b)  the rights, powers and remedies of the Finance Parties under the
          Finance Documents to which it is a party shall remain in full force
          and effect.

     (c)  without limiting the generality of sub-paragraphs (a) and (b) above,
          the guarantee under the Agreement:

          (i)     shall extend to guarantee the prompt repayment of all
                  amounts outstanding from time to time under the Agreement,
                  as amended by this letter, and

          (ii)    shall not be in any way discharged, released, reduced,
                  diminished, prejudiced or otherwise adversely affected by
                  the execution of this letter and the transaction
                  contemplated by it.

5.   REPRESENTATIONS

     The Company confirms to each Finance Party that on the date of this
     letter and on the Effective Date the Repeating Representations set forth
     in clauses 16.2 to 16.16 of the Agreement would be true if references to
     the Agreement are construed as references to the Agreement as amended by
     this letter.

     Such Repeating Representations are applied to the circumstances existing
     at the time such Repeating Representations are made.


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                                    [BANK OF AMERICA logo]
BANC OF AMERICA
SECURITIES ASIA LIMITED                             G.P.O. Box No. 799
A Subsidiary of Bank of America, N.A.               Hong Kong

                                                    Tel (852) 2847 6666


6.   MISCELLANEOUS

(a)  This letter is a Finance Document.

(b)  Subject to the terms of this letter, the Agreement will remain in full
     force and effect and the Agreement and this letter will be read and
     construed as one document.

(c)  This letter may be executed in any number of counterparts. This has the
     same effect as if the signature on the counterparts were on a single copy
     of this letter.

7.   GOVERNING LAW

     This letter is governed by Hong Kong law.



/s/ Susana Yen
---------------
Susana Yen
For
Banc of America Securities Asia Limited
as Facility Agent




We agree with the terms of this letter.



/s/ Jesse Zee                               /s/ Jesse Zee
-------------------                         --------------------
Jesse Zee                                   Jesse Zee

/s/ Gerald K. Rhoads                        /s/ Gerald K. Rhoads
---------------------                       ---------------------
Gerald K. Rhoads                            Gerald K. Rhoads

/s/ W. Lee Capps III                        /s/ W. Lee Capps III
---------------------                       ---------------------
W. Lee Capps III                            W. Lee Capps III

For                                         For
Smart Shirts Limited                        Kellwood Asia Limited
as the Company                              as Guarantor

Date:                                       Date:


/s/ Jesse Zee
-------------------
Jesse Zee

/s/ Gerald K. Rhoads
---------------------
Gerald K. Rhoads

/s/ W. Lee Capps III
---------------------
W. Lee Capps III

For
Smart Shirts Manufacturers, Limited
as Guarantor

Date:



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