EXHIBIT 10.12

                               BSI HOLDINGS, INC.

                          Junior Subordinated Debenture

$4,000,000.00                                                     August 2, 1996

            FOR VALUE RECEIVED, the undersigned, BSI HOLDINGS, INC., a Delaware
corporation (the "Company"), hereby promises to pay to the order of PLYMOUTH
MILLS, INC., a New York corporation (together with any and all other holders of
this Debenture, the "Holder"), at the address of the Holder designated pursuant
to Paragraph 8 hereof, on or before December 31, 2003, the principal sum of FOUR
MILLION AND NO/100 DOLLARS ($4,000,000.00), together with interest thereon, in
cash or currency of the United States of America which at the time of payment is
legal tender for the payment of public and private debts, in installments, all
as is hereinafter provided.

            1. INTEREST AND PRINCIPAL PAYMENTS. The unpaid principal amount of
this Debenture shall bear interest from the date hereof at a fixed rate per
annum prior to maturity equal to the lesser of seven and three-quarters percent
(7.75%), or the maximum rate permitted under applicable law. Accrued and unpaid
interest on the principal portion of this Debenture shall be payable quarterly,
on or before the last day of each September, December, March and June while this
Debenture is outstanding. The entire principal amount of this Debenture is
payable on or before December 31, 2003, subject to Paragraph 2 below.

            All past due principal and interest on this Debenture shall bear
interest from and after maturity until paid at a fixed rate per annum equal to
the lesser of eighteen percent (18%) or the highest rate permitted by applicable
law.

            2.    PREPAYMENTS.

            (a)   MANDATORY PREPAYMENTS.  Subject to the subordination
      provisions of Paragraph 3, if while this Debenture remains
      outstanding there occurs either a Sale (as hereafter defined)
      or an Initial Public Offering (as hereafter defined), then the
      entire outstanding principal amount of and interest on this
      Debenture shall immediately become due and payable.  For
      purposes hereof:

                  "Sale" shall mean a single transactions or a series of related
            transactions having the effect of (i) the sale of all or
            substantially all of the assets, rights and properties of the
            Company, (ii) the merger or consolidation of the Company with or
            into another

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            corporation or other business entity, or (iii) the sale of all or
            substantially all of the issued and outstanding voting securities of
            the Company, in any such case to one or more persons unaffiliated
            with the Company and those persons who are shareholders on the date
            of issuance of this Debenture.

                  "Initial Public Offering" shall mean an underwritten public
            offering of the Company's Common Stock pursuant to a registration
            statement filed under the Securities Act of 1933, as amended (other
            than any registration statement relating to warrants, options or
            shares of capital stock of the Company granted or to be granted or
            sold primarily to employees, directors, or officers of the Company,
            a registration statement filed pursuant to Rule 145 under the
            Securities Act or any successor rule, a registration statement
            relating to employee benefit plans or interests therein, or any
            registration statement covering securities issued in connection with
            any debt financing of the Company).

            (b) OPTIONAL PREPAYMENTS. Subject to the subordination provisions of
      Paragraph 3 below, this Debenture may be prepaid prior to maturity, at the
      option of the Company, as a whole at any time or in part from time to
      time, without premium or penalty. Prepayments shall be applied first to
      payment of all accrued and unpaid interest on the unpaid principal of this
      Debenture and then to installments of principal in inverse order of
      maturity.

            3.    SUBORDINATION.

            (a) SUBORDINATION IN GENERAL. Notwithstanding anything in this
      Debenture to the contrary, the payment of all indebtedness evidenced by
      this Debenture is subordinated to all Senior Indebtedness (as hereinafter
      defined) of the Company, whether such Senior Indebtedness is outstanding
      on the date hereof or is hereafter created, and all extensions, renewals
      or refundings of such Senior Indebtedness, unless, by the terms of the
      instrument creating or evidencing such Senior Indebtedness, it is
      specifically provided that such Senior Indebtedness is not superior in
      right of payment to the indebtedness evidenced by this Debenture. For
      purposes of this Debenture, the term "Senior Indebtedness" shall mean and
      include (i) indebtedness of the Company for money heretofore, now or
      hereafter borrowed by the Company (or by any subsidiary of the Company and
      guaranteed by the Company) from one or more banks, financial institutions
      or other institutional lenders, together with all interest, charges,
      expenses, fees, attorneys' fees, reimbursement obligations and other sums
      chargeable in respect of such indebtedness arising under any loan, credit
      or security document relating to such

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      indebtedness; (ii) any modifications, renewals, extensions or refundings
      of indebtedness of the kind described in the preceding clause (i); and
      (iii) such other indebtedness of the Company as may be consented to in
      writing by the Holder of this Debenture. Without limiting the generality
      of the foregoing, the term "Senior Indebtedness" specifically includes (I)
      all "Obligations" of Brazos Sportswear, Inc., a Texas corporation and
      wholly owned subsidiary of the Company ("Brazos"), to Fleet Capital
      Corporation, as Agent for itself and The First National Bank of Boston,
      and their successors, assigns and participants, within the meaning of the
      Second Amended and Restated Loan and Security Agreement dated as of August
      __, 1996 among Brazos and such lenders, as such Agreement may thereafter
      from time to time to amended, supplemented or restated (the "Fleet Loan
      Agreement"), and (II) those certain Debentures of Brazos dated August __,
      1996 payable to Allied Investment Corporation and Allied Investment
      Corporation II in the original maximum principal amount of $3,500,000. The
      foregoing description of "Senior Indebtedness" is not intended to alter or
      affect the relative rights and priorities among the holders of the Senior
      Indebtedness, as their interests may be in effect.

            (b) SUBORDINATION UPON DISTRIBUTION OF ASSETS. Upon any distribution
      of the assets of the Company in any dissolution, winding up, liquidation
      or reorganization of the Company (whether in bankruptcy, insolvency or
      receivership proceedings, or upon an assignment for the benefit of
      creditors, or any other marshalling of the assets and liabilities of the
      Company or otherwise), the holders of all Senior Indebtedness shall first
      be entitled to receive payment in full, in accordance with the terms of
      such Senior Indebtedness, of all Senior Indebtedness (including, without
      limitation, any interest accruing after the commencement of any such
      dissolution, winding up, liquidation or reorganization) before the Holder
      of this Debenture is entitled to receive any payment upon the principal,
      interest or any other amount owing under this Debenture; and, upon any
      such dissolution, winding up, liquidation or reorganization, any payment
      or distribution of assets of the Company of any kind or character, whether
      in cash, property or securities (other than shares of stock of the Company
      as reorganized or adjusted or readjusted or securities of the Company or
      any other corporation provided for by its plan of reorganization or
      readjustment, the payment of which is subordinate to the payment of all
      Senior Indebtedness that may at the time be outstanding and which are
      provided for by a plan of reorganization or readjustment that does not
      alter the rights of the holders of Senior Indebtedness at the time
      outstanding and under which such other corporation, if any, assumes all
      Senior Indebtedness at the time outstanding), to which the Holder of this
      Debenture would be entitled except for the provisions of this paragraph

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      (b) shall be made by the liquidating trustee or agent or other persons
      making such payment or distribution, whether a trustee in bankruptcy, a
      receiver or liquidating trustee or otherwise, directly to the holders of
      Senior Indebtedness or their representative or representatives or to the
      trustee or trustees under any indenture under which such instruments
      evidencing any of such Senior Indebtedness may have been issued, ratably
      according to the aggregate amounts remaining unpaid on account of the
      Senior Indebtedness held or represented by each, to the extent necessary
      to pay in full all Senior Indebtedness remaining unpaid, after giving
      effect to any concurrent payment or distribution to the holders of such
      Senior Indebtedness.

            (c) MATURITY OF OTHER INDEBTEDNESS. Upon the maturity of any Senior
      Indebtedness by lapse of time, acceleration or otherwise, all Senior
      Indebtedness shall first be paid in full before any payment on account of
      any amount owing under this Debenture is made.

            (d) DEFAULT ON SENIOR INDEBTEDNESS. Upon a default in the payment of
      any portion of any Senior Indebtedness, or any other event or condition
      which constitutes a default or event of default within the meaning of any
      instrument evidencing or relating to any Senior Indebtedness (including,
      without limitation, the Fleet Loan Agreement), no amount shall be paid by
      the Company, and the Holder of this Debenture shall not be entitled to
      receive, any amount owing under this Debenture unless and until such
      default shall have been remedied or waived.

            (e) STANDSTILL: LIMITATION ON REMEDIES. Notwithstanding any other
      provision of this Debenture, for so long as any Senior Indebtedness is
      outstanding, the Holder of this Debenture shall not (x) accelerate all or
      any portion of the indebtedness represented by this Debenture, unless the
      maturity of the Senior Indebtedness shall then have been accelerated in
      accordance with its terms, (y) bring, or join with any other person in
      bringing, any proceeding in dissolution, winding up, liquidation or
      reorganization of the Company (whether in bankruptcy, insolvency or
      receivership proceedings, or upon an assignment for the benefit of
      creditors, or any other marshalling of the assets and liabilities of the
      Company or otherwise), or (z) institute any action, suit or proceeding in
      the enforcement or collection of any amount owing under this Debenture.

            (f) IMPROPER DISTRIBUTIONS. Notwithstanding any other provision of
      this Debenture if any payment or distribution of assets of the Company of
      any kind or character, whether in cash or property, shall be received by a
      Holder of this Debenture before all Senior Indebtedness is paid in full,
      and

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      such payment is made in violation, or made with the proceeds of any
      distribution made in violation, of any instrument evidencing the Senior
      Indebtedness (including, without limitation, the Fleet Loan Agreement) or
      is otherwise prohibited by the provisions of this Paragraph 3, then such
      payment or distribution shall be paid over to the holders of such Senior
      Indebtedness or their representative or representatives or to the trustee
      in any such proceeding under any indenture under which any instruments
      evidencing any of such Senior Indebtedness may have been issued, ratably
      among the holders of the Senior Indebtedness, for application to the
      payment of all Senior Indebtedness remaining unpaid until all of such
      Senior Indebtedness shall have been paid in full, after giving effect to
      the concurrent payment or distribution (or provision therefor), if any, to
      the holders of any of such Senior Indebtedness. Notwithstanding the
      foregoing, the Holder shall not be required to pay over under this
      subparagraph (f) any such payments that are received by the Holder more
      than 90 days prior to receipt by the Holder of written notice from any
      holder of Senior Indebtedness certifying as to the existence of any event
      or condition at the time such payment was received which would have
      prevented such payment pursuant to the subordination provisions contained
      in this Paragraph 3.

            (g) SUBROGATION. Subject to the payment in full of all Senior
      Indebtedness, the Holder of this Debenture shall be subrogated to the
      rights of the holders of all Senior Indebtedness to receive payments or
      distributions of assets of the Company applicable to the Senior
      Indebtedness until this Debenture shall be paid in full and none of the
      payments or distributions to holders of the Senior Indebtedness to which
      the Holder of this Debenture would be entitled except for the provisions
      of the foregoing paragraphs (b) through (f) of this Debenture shall, as
      between the Company, its creditors, and the Holder of this Debenture, be
      deemed to be a payment by the Company to, or on account of, Senior
      Indebtedness of the Company; it being understood that the subordination
      provisions of this Debenture are and are intended solely for the purpose
      of defining the relative rights of the Holder of this Debenture, on the
      one hand, and the holders of the Senior Indebtedness on the other hand,
      and nothing contained in this Debenture is intended to or shall impair, as
      between the Company, its creditors, and the Holder of this Debenture, the
      obligation of the Company, which is unconditional and absolute, to pay to
      the Holder of this Debenture all amounts owing under this Debenture as and
      when the same shall become due and payable in accordance with its terms,
      or to affect the relative rights of the Holder of this Debenture and
      creditors of the Company other than holders of Senior Indebtedness, nor
      shall anything herein or therein prevent the Holder of this Debenture from
      exercising all remedies otherwise permitted by applicable law

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      upon default hereunder, subject to the rights, if any, under the
      subordination provisions of this Debenture, of the holders of Senior
      Indebtedness in respect of cash, property or securities of the Company
      received on the exercise of any such remedy.

            (h) RELIANCE BY HOLDERS OF SENIOR INDEBTEDNESS. The Holder of this
      Debenture agrees that each holder of Senior Indebtedness, whether
      outstanding at the date of this Debenture or incurred hereafter, shall
      have purchased or accepted or will purchase or accept such Senior
      Indebtedness in reliance upon the subordination provisions contained in
      this Debenture. Without limiting the generality of the foregoing, the
      Holder agrees to execute and deliver in favor of the holders of the Senior
      Indebtedness any such further instruments of subordination as may be
      reasonably requested of it in order to further evidence and carry out the
      subordination provisions hereof.

            4. COVENANTS OF THE COMPANY. For so long as this Debenture is
outstanding, the Company agrees with the Holder that it will comply with the
following covenants, unless the Holder otherwise agrees in writing:

            (a) FINANCIAL STATEMENTS. The Company shall furnish the Holder with
      the following financial statements, all prepared in accordance with
      generally accepted accounting principles consistently applied (except to
      the extent of any changes in accounting principles with which the
      Company's outside public accountants concur, and except, in the case of
      unaudited financial statements, for the absence of footnotes and normal
      year-end adjustments):

                   (i) Within 120 days following the end of each fiscal year of
            the Company, the audited balance sheet of the Company as of the last
            day of such fiscal year and its audited statements of income,
            stockholders' equity and cash flows for such fiscal year, together
            with the unqualified (except for qualifications as to changes in
            accounting principles permitted as described above) audit report
            thereon by the Company's outside public accounting firm; and

                  (ii) Within 30 days after the end of each month, the unaudited
            (interim) balance sheet of the Company as of the end of such month
            and the related unaudited statements of income and cash flows for
            such month, together with a certificate of the Company's chief
            financial officer that such financial statements have been prepared
            in accordance with the books and records of the Company and fairly
            present the Company's financial position and results of operations
            in accordance with

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            generally accepted accounting principles consistently applied,
            subject to the exceptions noted above.

            (b) DIVIDENDS. The Company shall not (i) declare or pay any dividend
      or other distribution on any shares of its capital stock (other than
      dividends payable solely in shares of its capital stock), (ii) purchase or
      redeem any of its shares of capital stock, other than purchases approved
      by the Company's Board of Directors at prices no greater than fair market
      value in accordance with written buy/sell agreements from shareholders of
      the Company who acquired such shares in connection with their full-time
      employment with the Company, or (iii) pay any salaries, bonuses or other
      cash distributions to Equus II Incorporated or its principals, except for
      annual board fees in an amount not to exceed $100,000 in the aggregate.

            (c) BOARD RIGHTS. The Company shall use its best efforts to cause to
      be elected to one position on its Board of Directors, at all times desired
      by the Holder until this Debenture is no longer outstanding, of either
      (but not both) of Alan or Joann Elenson, whomever shall be designated by
      the Holder to the Company. When this Debenture and the other Debentures
      (as defined in the Asset Purchase Agreement referred to in Paragraph 7
      below) have been paid in full, such Board member shall, if requested by
      the Company, resign from his or her position as such. In addition to the
      foregoing, whomever of Mr. or Ms. Elenson shall not be so elected to the
      Board shall have the right to attend regular and special meetings of the
      Board of Directors, but without any voting rights. The Holder shall also
      have the right to receive copies of all minutes of such meetings and also
      of any written consents of resolutions adopted by the Company's board of
      directors without a meeting. The Holder shall (and shall cause Mr. and Ms.
      Elenson to) maintain the absolute confidentiality of all information
      acquired by them as a result of attending meetings of the Board of
      Directors or receiving information in connection therewith. The foregoing
      rights shall be exclusive to Mr. and Ms. Elenson (whether as Holders
      hereunder or as representatives of Plymouth Mills, Inc.) and may not be
      exercised by any other Holder.

            5. EVENTS OF DEFAULT. The occurrence or existence of any one of the
following events or conditions shall constitute an "Event of Default":

            (i) any installment of the principal of, or interest on, this
      Debenture shall not have been paid when the same shall have become due and
      payable, and such default shall have continued for a period of five days;

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            (ii) failure by the Company to perform, keep or observe any of its
      covenants set forth in this Debenture, and the continuance of any such
      failure for a period of 30 days following receipt by the Company of
      written notice of such default from the Holder;

            (iii) the Company makes an assignment for the benefit of creditors
      or becomes insolvent or unable to pay its debts as they mature, or applies
      to any tribunal for the appointment of a trustee or receiver of a
      substantial part of the assets of the Company, or commences any
      proceedings relating to the Company under any bankruptcy, reorganization,
      arrangement, insolvency, readjustment of debts, dissolution or other
      liquidation law of any jurisdiction; or any such application is filed, or
      any such proceedings are commenced against the Company and the Company
      indicates its consent to such proceedings, or an order is entered
      appointing such trustee or receiver, or adjudicating the Company bankrupt
      or insolvent, or approving the petition in any such proceedings, and such
      order remains in effect for sixty (60) days; or

            6. REMEDIES. Subject to the subordination provisions in Paragraph 3
of this Debenture, in case of an Event of Default, the Holder of this Debenture
may declare the entire unpaid principal of this Debenture, and all accrued
unpaid interest thereon, to be due and payable immediately, and upon any such
declaration the principal of this Debenture and such accrued unpaid interest
shall become and be immediately due and payable, and the Holder of this
Debenture may thereupon proceed to protect and enforce its rights either by suit
in equity or by action at law or by other appropriate proceedings, whether for
specific performance (to the extent permitted by law) of any covenant or
agreement contained herein or in aid of the exercise of any power granted
herein, or proceed to enforce the payment of this Debenture or to enforce any
other legal or equitable right of the Holder.

            If an Event of Default shall occur or exist and this Debenture is
placed in the hands of an attorney for collection, or suit is filed herein, or
proceedings are had in bankruptcy, probate, receivership, reorganization or
other judicial proceedings for the establishment or collection of any amount
called for hereunder or any amount payable or to be payable hereunder is
collected through any such proceedings, the Company agrees to pay to the Holder
hereof a reasonable amount as costs, including attorney's or collection fees.

            7. OFFSET. Payment of this Debenture is subject to a right of offset
in favor of the Company, pursuant to the Asset Purchase Agreement dated August
__, 1996 among Brazos, the Holder and Alan and Joann Elenson. This Debenture is
the "Purchase Debenture" referred to in such Asset Purchase Agreement. Reference

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to such Asset Purchase Agreement is made herein for all pertinent purposes.

            8. NOTICES, MISCELLANEOUS. All notices, requests, consents and other
communications required or permitted under this Debenture shall be in writing
and shall be deemed to have been delivered on the date mailed, postage prepaid,
by certified mail, return receipt requested, or on the date personally
delivered:

              (i)       If to the initial Holder, to:

                        Plymouth Mills, Inc.
                        377 Ocean Terrace Drive
                        Staten Island, New York  10301
                        Attention: Mr. Alan Elenson

             (ii)       If to the Company, to:

                        BSI Holdings, Inc.
                        3860 Virginia Avenue
                        Cincinnati, Ohio 45227-3487
                        Attention:  Chief Executive Officer

            (iii)       If to any other Holder other than the original Holder,
                        to such address as shall appear on the record books of
                        the Company.

            The Company or the Holder hereof may designate a different address
by notice given in accordance with the foregoing.

            The Company and all sureties, endorsers and guarantors of this
Debenture waive demand, presentment for payment, notice of nonpayment, protest,
notice of protest, notice of intent to accelerate, all other notices, filing of
suit and diligence in collecting this Debenture or enforcing any security given
therefor, and agree to any substitution, exchange, or release of any security,
with or without consideration, now or hereafter given for this Debenture or the
release of any party primarily or secondarily liable hereon. The Company and all
sureties, endorsers or guarantors of this Debenture further agree that it will
not be necessary for the Holder hereof, in order to enforce payment of this
Debenture, to first institute or exhaust its remedies against any maker or any
other party liable therefor or to enforce its rights against any securities for
this Debenture.

            The Company acknowledges that Plymouth Mills, Inc., as the initial
Holder of this Debenture, may (i) assign this Debenture to its shareholders,
Alan and Joann Elenson and (ii) assign up to a two and three-quarters percent
(2-3/4%) interest in this Debenture to CoView Capital, Inc. This Debenture is
not otherwise assignable to any other person (including by any such permitted
assignees) except (in the case of Mr. and Ms. Elenson) under the

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laws of descent and distribution. Upon any assignment of this Debenture, the
assignee shall take this Debenture subject to the subordination provisions in
Paragraph 3 of this Debenture.

            THIS DEBENTURE HAS BEEN EXECUTED AND DELIVERED IN THE SATE OF NEW
YORK. THIS DEBENTURE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK AND APPLICABLE FEDERAL LAW.

            The Company and the Holder (by its acceptance hereof) agree not to
amend, alter, supplement or change, without the prior written consent of the
Holders of the Senior Indebtedness, (i) any of the subordination provisions of
Paragraph 3 of this Debenture, or (ii) any other provision of this Debenture
which would increase the amount or rate of any principal interest or other sums
due hereunder or accelerate the time by which any such sums are payable.

            IN WITNESS WHEREOF, the Company has authorized this Debenture to be
executed in its corporate name by a duly authorized officer effective as of the
2nd day of August, 1996.

                                    BSI HOLDINGS, INC.

                                    By:_________________________________
                                       Randall B. Hale, President

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