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                                                                   Exhibit 10.24

                                                                    [NOVEL LOGO]
PRIVATE & CONFIDENTIAL
                                                               04 November, 2003

The Directors
Novel Textiles Group
P O Box 1429
Dassenberg
7350

ATTENTION: MR. JOHN MCCORMICK


Dear Sirs

BANKING FACILITIES

We advise that the following facilities have been agreed upon by Nedbank
Limited (the Lender) and the Novel Textiles Group (referred to as the
Borrowers).

1.   BORROWERS

     Novel Spinners (SA) (Pty) Ltd (Reg. No. 1996/000184/07)
     Novel Weavers (SA) (Pty) Ltd (Reg. No. 1996/000261/07)
     Novel Dyers (SA) (Pty) Ltd (Reg. No. 2000/013153/07)

2.   LENDER

     Nedbank Limited (Reg No 1951/000009/06) or its nominee (Nedbank).

3.   FACILITIES

  a) Novel Spinners (SA) (Pty) Ltd/Novel Weavers (SA) (Pty) Ltd/Novel Dyers
     (SA) (Pty) Ltd

     R20,000,000    (Twenty-Million Rand)
                    Multi-Optional Overdraft, letters of Credit, Trade Finance
                    or Overnight Loans.

     R3,200,000     (Three Million Two Hundred Thousand Rand)
                    Letters of Guarantee

     R1,000,000     (One Million Rand)
                    Forward Exchange Contracts (being 10% risk margin)

     R1,000,000     (One Million Rand)
                    Sight Import letters of Credit


     The above facilities are shared between the captioned companies.

                         [NEDBANK CORPORATE LETTERHEAD]

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                                    Page 2.

b)  R37,400,000   (Thirty Seven Thousand Four Hundred Rand)
                  Structured Finance Facility

4.  PERIOD/UTILISATION

    a)  The overdraft facilities are demand facilities, granted on a fluctuating
        basis, without a specific expiry date. The arrangements in respect of
        each such facility are therefore subject to review from time to time and
        continuation will depend on the prevailing circumstances. It is however
        acknowledged that, being demand facilities, such facilities are
        repayable at the bank's discretion in accordance with normal banking
        practice.

5.  INSTRUMENTS

    a)  Overdraft facilities; linked to the prime rate.

    b)  In substitution of the borrower facilities or any part thereof, but not
        in addition thereto, Nedbank may at its discretion grant to any one or
        more of the entities forming the borrower other facilities, eg bankers'
        acceptances, letters of credit and guarantees ('other instruments'), at
        rates to be determined and agreed at the time of granting such other
        instruments.

6.  CONFLICTING PROVISIONS

    To the extent that any of the provisions contained herein are in conflict
    with any of the provisions of any agreement required in terms hereof,
    including any documentation required in support of any such agreement,
    whether by way of security or otherwise, the provisions contained herein
    shall prevail.

7.  TERMS

    Terms applicable to the facilities and the conditions specific to each
    instrument shall be:

    a)  Variation of margins:

        (i)  In the event of any change in legislation, or the application
             thereof, or if Nedbank is requested or required by any statutory or
             monetary authority to make any payment of taxes or levies or to
             maintain special deposits or to reserve assets in addition to those
             at that stage being paid, maintained or reserved, as the case may
             be, which has the effect of increasing the costs, directly or
             indirectly, to Nedbank of maintaining unutilised facilities or of
             providing any of the facility instruments referred to herein,
             Nedbank reserves the right to charge an additional fee, payable by
             the borrower monthly in arrear, or to adjust its margins on the
             instruments detailed above, calculated on a basis to recover such
             increased costs.

        (ii) Should the borrower dispute that an additional fee is charged or
             should the borrower dispute the quantum of such additional fee, the
             dispute will be submitted to a registered auditor agreed on between
             the borrower and Nedbank. Should the parties not be able to agree
             on an auditor within 14 (fourteen) days, the auditor shall be
             appointed by the President of the Institute of Chartered
             Accountants. The auditor shall act as an expert and not as an
             arbitrator. His determination shall be final and binding and shall
             be made within 3 (three) months of his appointment, unless the
             parties agree otherwise.


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                                    Page 3.

     b)   Placings:

          Nedbank reserves the right to place the offered facility in whole or
          in part with any subsidiary within Nedbank Limited and to disclose to
          the subsidiary any financial information which may be required to
          support such placing.

     c)   Costs:

          (i)  The costs of legal documentation, stamp duty and any other
               incidental costs incurred in connection with any facility,
               including any securities required in support of such facilities,
               will be for the account of the borrowing entity concerned.

          (ii) The borrowing entity concerned will therefore be responsible
               inter alia for the payment of attorney's fees on the scale as
               between attorney and client, where this applies to the taking of
               securities. On signature of this agreement, payment of an
               estimate of the fees shall be made by the entity concerned so as
               to be included with the instruction to the attorneys for the
               perfection of the securities. The final account from the
               attorneys will be provided to the entity concerned and any
               adjustment to the amount paid up front will be made directly to
               the current account of the entity concerned, which adjustment the
               entity concerned hereby irrevocably authorises.

     d)   Securities:

          The facilities will only become available on perfection of all
          securities to the satisfaction of Nedbank.

     e)   Certification of debt:

          A certificate signed by any manager of Nedbank, whose appointment and
          authority need not be proved, shall for any purpose be prima facle
          proof of the amount due and payable by the entity concerned.

8. INTEREST

      The interest rate applicable will be:

     a)   In respect of any overdraft facilities:

          (i)  Overdraft facility interest rate:

               The interest rate applicable to any overdraft facility shall be
               equivalent to the prime overdraft rate charged by Nedbank Limited
               from time to time ("the overdraft rate").

          (ii) Default interest rate:

               If the borrower defaults in respect of any one or more of the
               overdraft facilities, the bank shall, in addition to any other
               rights it may have in law, be entitled to charge for any one or
               more, or even all, of the overdraft facilities afforded to any
               one or more of the entities a default interest rate equivalent to
               such percentage above the prime overdraft rate charged by Nedbank
               Limited from time to time as would be permissible in terms of the
               Usury Act, Act 42 of 1986, as amended.
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                                     Page 4.


9.   SERVICE FEE

     The service fees to be charged on the current account of any and all of the
     entities forming the borrower shall be those as reflected on the borrower's
     statements from time to time. If there are any changes to the service fees
     charged, such changes shall be reflected on the borrower's statements. If
     the borrower does not within 21 (twenty-one) days of the date of any
     statement reflecting any such change in service fees disagree with Nedbank
     in writing to the service fees to be charged, the revised service fees so
     reflected on the statement shall be deemed to be acceptable to the
     borrower.

10.  GROUNDS FOR MAKING DEMAND

     a)   Notwithstanding the provisions as outlined, Nedbank shall be entitled
          to claim immediate repayment of all amounts owing under the facility
          if one or more of the grounds for making demand, set out hereunder,
          arise and the entity concerned fails to remedy the matter within the
          period stipulated by Nedbank at such time.

          The following are grounds for making demand, each of which is
          severable and distinct from the others:

          (i)    If any entity forming part of the borrower commits an act
                 similar to an act of insolvency as defined in the Insolvency
                 Act, 1936 (as amended), or an act defined in terms of section
                 344 of the Companies Act, 1973 (as amended); or

          (ii)   If any entity forming part of the borrower is unable or ceases
                 for any reason whatsoever to conduct its business in an
                 ordinary and regular manner; or

          (iii)  If any entity forming part of the borrower commits a breach of
                 any of the terms and conditions of the facility set out in this
                 agreement; or

          (iv)   If any entity forming part of the borrower disposes of a
                 material portion of its undertaking or assets, or changes its
                 asset structure, except in the normal course of business, or if
                 the value of the borrower's assets is materially reduced; or

          (v)    If any  material assets of any entity forming part of the
                 borrower are attached under writ of execution; or

          (vi)   If any entity forming part of the borrower is voluntary or
                 compulsorily placed under judicial management or is wound up,
                 or enters into any compromise, composition or arrangement with
                 its creditors or any class thereof; or

          (vii)  If any material adverse change occurs in the financial position
                 of any entity forming part of the borrower which will, in the
                 opinion of Nedbank, prevent the borrower from performing or
                 observing its obligations in terms of this agreement, or will
                 impede its ability to do so; or

          (viii) If any material indebtedness or obligation for moneys borrowed
                 constituting indebtedness of any entity forming part of the
                 borrower becomes due and payable prior to its specified
                 maturity for reason of default, or is not paid when due.

     b)   Where any ground for making demand arises, Nedbank shall, without
          diminution of any other right which it may hereby or otherwise
          acquire, be entitled to claim immediate repayment of all amounts owing
          under this agreement or from whatever cause arising in connection
          therewith, all of which amounts shall immediately become due and
          payable.
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                                    Page 5.


     (c)  The word 'material' means of such nature so as to prejudice, at the
          sole discretion of Nedbank, Nedbank's rights under any facility in
          terms of this agreement.

     (d)  No indulgence or extension of time granted by Nedbank to the borrower
          shall be deemed to be a waiver of any of Nedbank's rights.

     (e)  Notwithstanding the above, nothing herein contained shall prejudice
          Nedbank's right to demand repayment of the facility at any time.

11.  SECURITY

     (a)  For facilities granted to:

          Novel Spinners (SA)(Pty) Ltd

          Unlimited suretyships by:

          -    Novel Weavers (SA)(Pty) Ltd
          -    Novel Dyers (SA)(Pty) Ltd
          -    Novel Garments (SA)(Pty) Ltd

          Unrestricted cession of loan accounts of Novel Denim Holdings Ltd.

          Letter or Comfort from Novel Denim Holdings Ltd

          First Cession of Debtors both present and future.

          R5,000,000 (Five Million Rand) Special Notarial Bond over moveable
          assets (held as collateral to the Structured Finance Facility - in
          lieu of the required 30% deposit).

          Cession of Mutual and Federal short term insurance policy.

     (b)  For facilities granted to

          Novel Weavers (SA)(Pty) Ltd

               Unlimited suretyships by:

          -    Novel Spinners (SA)(Pty) Ltd
          -    Novel Dyers (SA)(Pty) Ltd
          -    Novel Garments (SA)(Pty) Ltd

          First Cession of Debtors both present and future.

          Pledged CFC account no. 7095-011842

          Unrestricted Cession of Loan accounts of Novel Denim Holdings Ltd

          Letter of Comfort from Novel Denim Holdings Ltd

          R10,000,000 (Ten Million Rand) Special Notarial Bond over moveable
          assets (held as collateral security to the Structured Finance Facility
          - In lieu of the required 30% deposit).

          Cession of Mutual and Federal short term insurance policy.
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                                    Page 6.

     c)   For facilities granted to:

          Novel Dyers (SA) (Pty) Ltd

          Unlimited suretyships by:

          -    Novel Spinners (SA) (Pty) Ltd
          -    Novel Weavers (SA) (Pty) Ltd
          -    Novel Garments (SA) (Pty) Ltd

          Unrestricted cession of loan accounts of Novel Denim Holdings Ltd.

          Letter of Comfort from Novel Denim Holdings Ltd

          R2,000,000 (Two Million Rand) First covering mortgage bond over
          remainder of portion 65 (portion of portion 42) Farm Melkpost. (Held
          as collateral to the Structured Finance Facility - in lieu of the
          required 30% deposit).

          Cession of Mutual and Federal short term insurance policy.

     d)   It is a condition precedent to the operation of this agreement that
          the said security is provided. No funds will be made available prior
          to the perfection of all securities to the satisfaction of Nedbank.
          Notwithstanding the aforesaid, if Nedbank advances any funds to any
          entity forming part of the borrower prior to Nedbank being in
          possession of all the securities required in terms hereof, any such
          funding shall not be regarded as a waiver of Nedbank's rights in
          obtaining the required security not yet provided.

     e)   The security will be required as continuing security for all Nedbank
          facilities of which the borrower avails itself from time to time.

12.  OTHER CONDITIONS

     It is a condition precedent to the operation of this agreement that the
     conditions set out hereunder are met to the satisfaction of Nedbank:

     1.   Audited financials to be provided annually and within six months of
          your financial year-end.
     2.   Full set of management accounts to be provided quarterly (including
          balance sheet, income statement and cash-flow) and within six weeks of
          your quarter end.
     3.   MP79(a) Exchange Control to be completed and submitted to the Bank
          annually for onward transmission to the South African Reserve Bank.
          This must be done within three months of your year end.
     4.   All security to be in place prior to utilisation under this agreement.
     5.   Age analysed debtors list to be submitted to us by latest 10th
          monthly.

13.  COVER BASIS

     Ceded debtors, including off-shore inter-company debtors (but excluding
     local inter company) margined at 30%, with a maximum advance value of
     R10,000,000 (Ten Million Rand) together with the pledged C.F.C. account, is
     to cover the Overdraft and Letters of Guarantee components of the approved
     facilities. In need, the available facility by way of overdraft, will be
     reduced in line with our cover.

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                                     Page 7.

14.  DOMICILIA

     a)   The parties hereby choose as their domicilia citandi et executandi the
          following addresses:

          (i)  The borrower

               Neil Hare Road
               Atlantis, 7349

          (ii) Nedbank, as set out on page 1 of this offer.

     b)   Either party may change its address to any other physical address by
          notifying the other party to that effect. Such change of address shall
          be effective 5 (five) business days after receipt of notice of that
          change of address by Nedbank.

     c)   Any notice between the parties to this agreement shall prima facie be
          deemed to be duly delivered on the date following the transmission of
          a telex, fax, telegram or delivery of a letter, or on the fourth day
          after the posting of a prepaid registered letter.


We thank you for the opportunity to submit this offer to enter into a banking
facilities agreement and trust that it will meet your requirements. Should you
require any further information or clarification, please contact Leon Le Roux on
021 412-3034.


Yours faithfully,


/s/ L A LE ROUX                         /s/ E G SCHWULST
L A LE ROUX                             E G SCHWULST
RELATIONSHIP MANAGER                    CREDIT MANAGER
For and on behalf of                    For and on behalf of
NEDBANK LIMITED                         NEDBANK LIMITED
BUSINESS BANKING                        BUSINESS BANKING
(Reg No 1951/000009/06)                 (Reg No 1951/000009/06)

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On signature hereof we, the undersigned, for and on behalf of The Novel Textiles
Group:

i)   confirm that prior to signature hereof, we obtained the requisite authority
     from The Novel Textiles Group as defined herein, to sign this agreement for
     and on behalf of The Novel Textiles Group;

ii)  acknowledge, understand and agree to abovementioned facilities being taken
     up by The Novel Textile Group, subject to the terms and conditions as set
     out above;

iii) acknowledge that any changes to the above arrangements shall only be of
     force and effect if agreed to in writing between ourselves and the bank.



Signed at               Atlantis                       on    7th November 2003
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                        (place)                                 (ddmmyyyy)




/s/ J.P. McCormick                                     /s/ V. Chan
--------------------------                             -------------------------
Authorised signature                                   Authorised signature

J.P. McCormick                                         V. Chan
Financial Manager                                      Director