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                                                                  EXHIBIT 10.24

                      CONSENT, WAIVER AND AMENDMENT NO. 12

                                       TO

                           LOAN AND SECURITY AGREEMENT

               THIS CONSENT, WAIVER AND AMENDMENT NO. 12 ("Amendment") is
entered into as of August 11, 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 (i) waive Events of Default
resulting from Borrower's failure to comply with certain financial covenants
contained in the Loan Agreement, (ii) consent to the restructuring of Borrower
and Holdings and subsequent merger of Holdings into Borrower and (iii) 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 5 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:

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                      Equipment - with respect to Borrower, all machinery,
                      apparatus, equipment, fittings, furniture, fixtures, motor
                      vehicles and other tangible personal Property (other than
                      Inventory) of every kind and description used in
                      Borrower's operations or owned by Borrower, or in which
                      Borrower has an interest, whether now owned or hereafter
                      acquired by Borrower and wherever located, and all parts,
                      accessories and special tools and all increases and
                      accessions thereto and substitutions and replacements
                      therefor.

                      Second Supplemental Indenture - the amendment of the
                      Indenture dated as of August 11, 1999 between Borrower and
                      Firstar Bank of Minnesota, N.A., as trustee.

                      JZEP - JZ Equity Partners PLC, a public limited liability
                      company incorporated in England and Wales under the
                      Companies Act (1985).

                      New Merger Documents - the certificate, plan or agreement
                      for filing with the Secretary of State of Delaware
                      pursuant to which Holdings shall merge with and into
                      Borrower with Borrower surviving the merger.

                      Senior Note Repurchase Agreement - collectively, the Offer
                      to Purchase and Consent Solicitation by Borrower, dated
                      June 29, 1999, relating to the Senior Notes and all
                      amendments and waivers thereto and the letter agreement,
                      dated June 29, 1999, among Borrower and holders of
                      approximately 96.5% of the aggregate outstanding principal
                      amount of the Senior Notes to tender the Senior Notes.

                      Subordinated Note Purchase Agreement - the Purchase
                      Agreement including all exhibits and attachments thereto
                      dated as of August 11, 1999 among Borrower, JZEP, Marvin
                      L. Goodman and each of the Jordan Parties (as such term is
                      defined therein).

                      Subsidiary Stock - all of the issued and outstanding
                      shares of stock of each subsidiary (Excluding the Mexican
                      Subsidiary) owned by Borrower or any Subsidiary of
                      Borrower or any of its respective Subsidiaries.

                      (ii) the following defined term is hereby amended in its
                      entirety to
provide as follows:

                      Change of Control means (i) the sale, assignment,
                      transfer, conveyance or other disposition of all or
                      substantially all the assets of Borrower to any Person
                      other than the Principals and their Related Parties, (ii)
                      the liquidation or dissolution of Borrower or the adoption
                      of a plan of liquidation by Borrower, (iii) the
                      acquisition by any Person (other than the

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                      Principals and their Related Parties) of a direct or
                      indirect majority in interest (more than 50%) of the
                      Voting Stock of Borrower by way of merger or consolidation
                      or otherwise; (iv) any transaction the result of which is
                      that any Person beneficially owns, directly or indirectly,
                      more of the Voting Stock of Borrower than is owned
                      beneficially, directly or indirectly, by the Principals
                      and their Related Parties, (v) after the first sale of
                      common equity by Borrower pursuant to a registration
                      statement under the Securities Act of 1933, as amended
                      that results in at least 20% of the then outstanding
                      common equity of Borrower being held by the public, the
                      Principals and their Related Parties own beneficially,
                      directly or indirectly, less than 25% of the aggregate
                      amount of Voting Stock or (vi) after the first sale of
                      common equity by Borrower pursuant to a registration
                      statement under the Securities Act of 1933, as amended,
                      that results in at least 20% of the then outstanding
                      common equity of Borrower being held by the public, during
                      any period of two consecutive years, individuals who at
                      the beginning of such period constituted the board of
                      directors of Borrower (together with any new directors
                      whose election by such board of directors or whose
                      nomination for election by the stockholders of Borrower
                      was approved by a vote of at least 66 2/3% of the
                      directors then still in office who were either directors
                      at the beginning of such period or whose election or
                      nomination for election was previously so approved) cease
                      for any reason to constitute a majority of the board of
                      directors of Borrower then in office.

                      Fixed Charge Coverage Ratio - shall mean, for any period,
                      with respect to the period then ended, the ratio of (I)(A)
                      EBITDA of Borrower for such period minus (B) actual
                      non-financed Capital Expenditures of Borrower during such
                      period to (ii)(A) cash interest expense of Borrower during
                      such period plus (B) the sum of the aggregate of payments
                      of regularly scheduled principal with respect to
                      Indebtedness for Money Borrowed (including, without
                      limitation in respect of Capital Lease Obligations) during
                      such period plus (C ) cash income taxes actually paid by
                      Borrower during such period plus (D) without duplication,
                      all Distributions actually made during such period in
                      accordance with 7.2(K) of the Loan Agreement.

               (b)    Section 4.1 of the Loan Agreement is hereby amended in
its entirety to provide as follows:

                      "Security Interest in Collateral. To secure the prompt
                      payment and performance to Lender of the
                      Obligations, Borrower hereby grants to Lender a continuing
                      security interest and Lien upon all of Borrower's assets,
                      including all of the following Property and interests in
                      Property of Borrower, whether now owned or existing or
                      hereafter created, acquired or arising and wheresoever
                      located:

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                      (A)    Accounts;

                      (B)    Inventory;

                      (C)    Equipment;

                      (D)    General Intangibles;

                      (E)    All monies and other Property of any kind now or at
               any time or times hereafter in the possession or under the
               control of Lender or a bailee or Affiliate of Lender;

                      (F)    All Subsidiary Stock;

                      (G)    All investment property;

                      (H)    All accessions to, substitutions for and all
              replacements, products and cash and non-cash proceeds of (A)
              through (G) above, including, without limitation, proceeds of and
              unearned premiums with respect to insurance policies insuring any
              of the Collateral; and

                      (I) All books and records (including, without limitation,
              customer lists, credit files, computer  programs, print-outs,
              and other computer materials and records) of Borrower pertaining
              to any of (A) through (H) above."

               (c) Section 6.1(AE) of the Loan Agreement is hereby amended to
provide as follows:

                     (i)     the word "and" is deleted before clause (c); and

                     (ii)    the following language is added before the period
                             at the end of clause (c):

                             ", and (d) the Senior Note Repurchase Agreement,
                             the First Supplemental Indenture, the Subordinated
                             Note Purchase Agreement and the New Merger
                             Documents.

               (d) Section 7.2(B) of the Loan Agreement is hereby amended in its
entirety to provide as follows:

                      "(B) Loans. Make any loans or other advances of money
                      (other than for salary, travel advances, advances against
                      commissions and other similar advances in the ordinary
                      course of business) to any Person, including, without
                      limitation, any of Borrower's Affiliates, officers or
                      employees, except for (a) loans or other advances to AVE
                      together with the value of all assets transferred to AVE
                      by Borrower at any time outstanding

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                      ("Advances to AVE") and (b) loans or other advances to
                      Mexican Subsidiary together with the value of all assets
                      transferred to Mexican Subsidiary by Borrower at any time
                      outstanding ("Advances to Mexican Subsidiary") that in the
                      aggregate (collectively (a) and (b)) do not exceed at any
                      time $6,500,000."

               (e) Section 7.2(C)(iii) of the Loan Agreement is hereby amended
in its entirety to provide as follows:

                      "(iii) Subordinated Debt including the Subordinated Debt
                      issued pursuant to the Subordinated Note Purchase
                      Agreement which Indebtedness may only be paid in
                      accordance with the terms of Section 7.2(I);"

               (f) Section 7.2(I) of the Loan Agreement is hereby amended in its
entirety to provide as follows:

                      "(I) Subordinated Debt. Make, take any action to authorize
                      or effect or permit any Subsidiary to(a) make any payment
                      of any part or all of any Subordinated Debt (I) in
                      violation of any subordination agreement of the
                      subordination provision provided in the Senior Note
                      Repurchase Agreement relating to such Subordinated Debt or
                      (ii) if a Default or Event of Default exists or would
                      exist after giving effect to the payment then proposed to
                      be made on a pro forma basis based on the most recent
                      financial statements furnished to Lender by Borrower in
                      accordance with Section 7.1(k)(ii) of this Agreement or,
                      (b) voluntarily prepay any Subordinated Debt or otherwise
                      repurchase, redeem or retire any instrument evidencing any
                      such Subordinated Debt prior to maturity or, (c) enter
                      into any agreement (oral or written) which could in any
                      way be construed to amend, modify, alter or terminate any
                      one or more instruments or agreements evidencing or
                      relating to any Subordinated Debt."

               (g) Section 7.2 (V) of the Loan Agreement is hereby amended in
its entirety to provide as follows:

                      "Stock of Subsidiary, Etc. (I) Sell or otherwise dispose
                      of any shares of capital stock of any Subsidiary or permit
                      any Subsidiary to issue any additional shares of it
                      capital stock except director's qualifying shares or
                      shares sold to Borrower or (ii) pledge, assign,
                      hypothecate or transfer any shares of stock of the Mexican
                      Subsidiary."

               (h) Section 7.3 of the Loan Agreement is hereby amended in
its entirety to provide as follows:

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               "7.3. Specific Financial Covenants. During the term of this
Agreement, and thereafter for so long as there any Obligations to Lender,
Borrower covenants that, unless otherwise consented to by Lender in writing, it
shall:

                     (A) Minimum Adjusted Tangible Net Worth. Maintain at all
times an Adjusted Tangible Net Worth of not less than the amount ("Net Worth
Amount") shown below for the period corresponding thereto:

<TABLE>
<CAPTION>
                             Period                     Amount
                 ------------------------            ------------
<S>              <C>                                  <C>
                 8/31/99 through 12/30/99             $7,500,000
                 12/31/99 through 1/30/00             $8,500,000
                 1/31/00 through 2/27/00              $9,000,000
                 2/28/00 through 3/30/00             $10,000,000
                 3/31/00 through 4/29/00             $12,000,000
                 From 4/30/00 and thereafter         $13,000,000
</TABLE>


                     (B) Fixed Charge Coverage Ratio. Maintain a Fixed Charge
Coverage

Ratio, to be measured as of the end of each quarter for the periods described
below, of not less than:

                      (i) 1.25 to 1.0 for the three consecutive fiscal quarter
period ending March 31, 2000; and

                      (ii) 1.25 to 1.0 for the four consecutive fiscal quarter
period ending on June 30, 2000, and for the four consecutive fiscal quarter
period ending on each fiscal quarter thereafter.

                      (C) Minimum EBITA. Maintain EBITDA, measured as of the end
of each month, of not less than the amount shown below for the period
corresponding thereto:

<TABLE>
<CAPTION>
                             Period                     Amount
                 ---------------------------         ------------
<S>              <C>                                 <C>
                 2 months ended 8/31/99              ($2,554,000)
                 3 months ended 9/30/99              ($3,411,000)
                 4 months ended 10/31/99             ($4,349,000)
                 5 months ended 11/30/99             ($4,173,000)
                 6 months ended 12/31/99             ($3,141,000)
                 7 months ended 1/31/00              ($1,000,000)
                 8 months ended 2/28/00               $1,537,000
                 thereafter not applicable"

</TABLE>

               3. Waiver. Subject to satisfaction of the conditions precedent
set forth in Section 5 below, Lender hereby waives the following Events of
Default which have occurred as a

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result of Borrower's non-compliance with the following provisions of the Loan
Agreement solely with respect to periods ending on or prior to June 30, 1999:

                      (a) Section 7.3(A) as a result of Borrower's failure to
maintain an Adjusted Tangible Net Worth of not less than ($24,000,000).

                      (b) Section 7.3(B) as a result of Borrower's failure to
maintain a Fixed Charge Coverage Ratio of not less than 1.25 to 1.0.

                      (c) Section 7.3(C) as a result of Borrower's failure to
maintain EBITDA of not less than $8,100,000.

               4. Consent. Subject to satisfaction of the conditions precedent
set forth in Section 5 below, Lender hereby consents to each of the following:

                      (a) The repurchase, pursuant to the Senior Note Repurchase
Agreement, of the Senior Notes outstanding in an aggregate principal amount of
not less than $34,560,000 for $222.50 of each $1,000 of outstanding principal
solely with proceeds received from the issuance of equity securities and the
issuance of notes under the Subordinated Note Purchase Agreement.

                      (b) Issuance by Borrower of 10.0% subordinated promissory
notes in the aggregate principal amount of $8,750,000 pursuant to the
Subordinated Note Purchase Agreement.

                      (c) The merger of Holdings, pursuant to the New Merger
Documents, with and into Borrower with Borrower as the surviving Person.

               5. 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) the Senior Note Repurchase Agreement, the Second Supplemental
Indenture, the Subordinated Note Purchase Agreement, each of which shall be in
form and substance reasonably satisfactory to Lender and its counsel and
consummation of the transactions contemplated thereunder including, without
limitation, the conversion of all indebtedness of Holdings (excluding that
certain promissory note made by Holdings to Francisco Falcon in the original
principal amount of $63,405) into equity prior to the merger of Holdings into
Borrower, and (iii) such other certificates, instruments, documents and
agreements as may be required by Lender or its counsel, each of which shall be
in form and substance reasonably satisfactory to Lender and its counsel.

               6. Representations and Warranties. Borrower hereby represents and
warrants as follows:

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               (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.

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

               7.  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, except as expressly provided in Section 3, 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.

               8. 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.

               9. 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.

               10. 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.


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               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
                               ---------------------------------------------
                               Name:   William F. Singletary
                               Title:  Chief Financial Officer

                             FLEET CAPITAL CORPORATION

                             By: /s/ Walter Schuppe
                               --------------------------------------------
                               Name:   Walter Schuppe
                               Title:  Senior Vice President