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                                                                 EXHIBIT 10.37

                 AMENDMENT NO. 7 TO LOAN AND SECURITY AGREEMENT

                             SOLO SERVE CORPORATION
                            1610 Cornerway Boulevard
                           San Antonio, Texas  78219

                                  June 9, 1997


Congress Financial Corporation (Southwest)
1201 Main Street
Dallas, Texas  75250

Gentlemen:

       Congress Financial Corporation (Southwest) ("Lender") and Solo Serve
Corporation ("Borrower") have entered into certain financing arrangements
pursuant to the Loan and Security Agreement, dated June 20, 1995, between
Lender and Borrower, as amended by Amendment No. 1 to Loan and Security
Agreement, dated October 27, 1995, Amendment No. 2 to Loan and Security
Agreement, dated January 31, 1996, Amendment No. 3 to Loan and Security
Agreement, dated June 26, 1996, Amendment No. 4 to Loan and Security Agreement,
dated September 16, 1996, Amendment No. 5 to Loan and Security Agreement, dated
March 31, 1997 and Amendment No. 6 to Loan and Security Agreement, dated May
19, 1997 (and as amended hereby and as the same may hereafter be amended,
modified, supplemented, extended, renewed, restated or replaced, the "Loan
Agreement," together with all agreements, documents and instruments at any time
executed and/or delivered in connection therewith or related thereto,
collectively, the "Financing Agreements").

       Borrower has requested that Lender agree to certain amendments to the
Loan Agreement, and Lender is willing to agree to such amendments, subject to
the terms and conditions contained herein.  By this Amendment, Lender and
Borrower desire and intend to evidence such amendments.

       In consideration of the foregoing and the agreements and covenants
contained herein, the parties hereto agree as follows:

       1.     Definitions.

              (a)    Additional Definitions.  As used herein, the following
terms shall have the respective meanings given to them below and the Loan
Agreement shall be deemed and is hereby amended to include, in addition and not
in limitation, each of the following definitions:
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                     (i)    "Supplemental Loan" shall mean the loans hereafter
made by Lender to or for the benefit of Borrower on a revolving basis
(involving advances, repayments and readvances) as set forth in Section 2
hereof.

                     (ii)   "Supplemental Loan Limit" shall mean, at any time
during the Supplemental Loan Period, the lesser of $350,000 and three (3%)
percent of the Value of Eligible Inventory.

                     (iii)  "Supplemental Loan Period" shall mean the period
from June 9, 1997 through and including December 10, 1997.

              (b)    Amendments to Definitions.  All references to the term
"Loans" in the Loan Agreement shall be deemed and each such reference is hereby
amended to include, in addition and not in limitation, the Supplemental Loans.

              (c)    Interpretation.  For purposes of this Amendment, unless
otherwise defined herein, all terms used herein, including, but not limited to,
those terms used above, shall have the respective meanings assigned to such
terms in the Loan Agreement.

       2.     Supplemental Loans.

              (a)    During the Supplemental Loan Period, subject to the terms
and conditions contained herein, in the Loan Agreement and in the other
Financing Agreements, Lender agrees to make Supplemental Loans to Borrower from
time to time in amounts requested by Borrower in excess of and in addition to
the Loans otherwise available to Borrower under the lending formulas set forth
in Section 2.1 of the Loan Agreement (as calculated by Lender, and subject to
the sublimits and Availability Reserves provided for in the Loan Agreement) up
to the amount of the Supplemental Loan Limit as then in effect.

              (b)    Without limiting any of the rights of Lender pursuant to
Section 2(d) below or otherwise, on each and any date that the outstanding
principal amount of the Supplemental Loans exceeds the Supplemental Loan Limit
as then in effect, Borrower agrees absolutely and unconditionally to
automatically and without demand make a payment to Lender in respect of the
Supplemental Loans in an amount equal to such excess.  All interest accrued on
the principal amount of the Supplemental Loans paid pursuant to this Section
2(b) shall be paid, or may be charged by Lender to the loan account(s) of
Borrower, at Lender's option, on the date of such payment.

              (c)    Except in Lender's discretion, Lender shall not be
required to make at any Supplemental Loans in excess of the Supplemental Loan
Limit as




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then in effect or at any time on or after December 10, 1997.  The Supplemental
Loans shall be secured by all Collateral.

              (d)    Unless sooner demanded by Lender in accordance with terms
of the Loan Agreement or the other Financing Agreements, or otherwise due as
provided above, all outstanding and unpaid Obligations arising pursuant to the
Supplemental Loans (including, but not limited to, principal, interest, fees,
costs, expenses and other changes in respect thereof payable by Borrower to
Lender) shall automatically, without notice or demand, be absolutely and
unconditionally due and payable, and Borrower shall pay to Lender in cash or
other immediately available funds all such Supplemental Loan Obligations, on
December 10, 1997.  Interest shall accrue and be due, until and including the
next business day, if the amount so paid by Borrower to the bank account
designated by Lender for such purpose is received in such bank account after
11:00 a.m. New York City time.

              (e)    Borrower acknowledges and agrees that, notwithstanding
anything to the contrary contained in the Loan Agreement or the other Financing
Agreements, the failure of Borrower to pay any Obligations arising pursuant to
the Supplemental Loans when due, as provided for in Section 2(b) or 2(d) above,
shall constitute an Event of Default.

       3.     Representations, Warranties and Covenants.  In addition to the
continuing representations, warranties and covenants heretofore or hereafter
made by Borrower to Lender pursuant to the Financing Agreements, Borrower
hereby represents, warrants and covenants with and to Lender as follows (which
representations, warranties and covenants are continuing and shall survive the
execution and delivery hereof and shall be incorporated into and made a part of
the Financing Agreements):

              (a)    No Event of Default exists on the date of this Agreement
(after giving effect to the amendment to the Loan Agreement made by this
Amendment).

              (b)    This Amendment has been duly executed and delivered by
Borrower and is in full force and effect as of the date hereof, and the
agreements and obligations of Borrower contained herein constitute legal, valid
and binding obligations of Borrower enforceable against Borrower in accordance
with their respective terms.

       4.     Conditions Precedent.  The effectiveness of the amendments
contained herein shall be subject to the satisfaction of the following
conditions precedent in a manner satisfactory to Lender and its counsel:





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              (a)    The receipt by Lender of an original of this Amendment,
duly authorized, executed and delivered by Borrower.

              (b)    The receipt by Lender of an original of the Standby
Guarantee and Indemnification Agreement, duly authorized, executed and
delivered by Borrower.

              (c)    No Event of Default shall have occurred and be continuing
and no event shall have occurred or condition be existing and continuing which,
with notice or passage of time or both, would constitute an Event of Default
(after giving effect to the amendment to the Loan Agreement made by this
Agreement).

       5.     Effect of this Amendment.  Except as modified pursuant hereto, no
other changes or modifications to the Financing Agreements are intended or
implied and in all other respects the Financing Agreements are hereby
specifically ratified, restated and confirmed by all parties hereto as of the
effective date hereof.  To the extent of conflict between the terms of this
Amendment and the other Financing Agreements, the terms of this Amendment shall
control.  The Loan Agreement and this Amendment shall be read and construed as
one agreement.

       6.     No Waiver.  Lender has not waived and is not by this Amendment
waiving, and has no intention of waiving any Event of Default which may have
occurred on or prior to the date hereof or may be continuing on the date hereof
or may occur after the date hereof, and Lender reserves the right, in its
discretion, to exercise any or all of its rights and remedies arising under the
terms of the Financing Agreements as a result of any such other Event of
Default which may have occurred on or prior to the date hereof or may be
continuing on the date hereof or may occur after the date hereof.

       7.     Further Assurances.  The parties hereto shall execute and deliver
such additional documents and take such additional action as may be necessary
or desirable to effectuate the provisions and purposes of this Amendment.

       8.     Governing Law.  The rights and obligations hereunder of each of
the parties hereto shall be governed by and interpreted and determined in
accordance with the laws of the State of Texas (without giving effect to
principles of conflicts of law).

       9.     Binding Effect.  This Amendment shall be binding upon and inure
to the benefit of each of the parties hereto and their respective successors
and assigns.

       10.    Counterparts.  This Amendment may be executed in any number of
counterparts, but all such counterparts shall together constitute but one and
the





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same agreement.  In making proof of this Amendment, it shall not be necessary
to produce or account for more than one counterpart thereof signed by each of
the parties hereto.

       Please sign the enclosed counterpart of this Amendment in the space
provided below, whereupon this Agreement, as so accepted by Lender, shall
become a binding agreement between Borrower and Lender.



                                            Very truly yours,

                                            SOLO SERVE CORPORATION


                                            By: /s/ ROSS E. BACON
                                               -------------------------------
                                              Title: Executive Vice President
                                                    --------------------------

AGREED:

CONGRESS FINANCIAL CORPORATION
 (SOUTHWEST)

By: /s/ EDWARD FRANCO                                       
   ------------------------------------
 Title: Senior Vice President                                    
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ACKNOWLEDGED AND CONSENTED TO BY:

GENERAL ATLANTIC CORPORATION

By: /s/ JULIE LEFKOWITZ                                       
   ------------------------------------
 Title: Vice President                                   
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