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                                                                EXHIBIT 4.7

                             APPAREL VENTURES, INC.

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        12 1/4% SERIES A AND SERIES B SENIOR NOTES DUE DECEMBER 31, 2000

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                          THIRD SUPPLEMENTAL INDENTURE

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                           DATED AS OF AUGUST 11, 1999

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             THIRD SUPPLEMENT TO INDENTURE DATED AS OF MAY 23, 1994

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                   FIRSTAR BANK OF MINNESOTA, N.A, AS TRUSTEE

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        THIRD SUPPLEMENTAL INDENTURE dated as of August 11, 1999 (the "Third
Supplemental Indenture"), between APPAREL VENTURES, INC. (formerly AVI
Acquisition Co.), a Delaware corporation (the "Company"), and FIRSTAR BANK OF
MINNESOTA, N.A., as trustee (the "Trustee").

        WHEREAS, the Company has executed and delivered to the Trustee that
certain Indenture dated as of May 23, 1994, as amended, between the Company and
the Trustee (the "Indenture");

        WHEREAS, there have been issued and are now outstanding under the
Indenture $36,000,000 principal amount of 12 1/4% Series A and Series B Senior
Notes, due December 31, 2000 (the "Notes");

        WHEREAS, pursuant to a plan of restructuring ( the "Restructuring Plan")
between the Company, and its parent, AVI Holdings, Inc. ("Holdings"), a Delaware
Corporation, the Company, an affiliate of the Company, or a stockholder of the
Company will make a tender offer (the "Note Tender Offer") to purchase all of
the Notes of the Company upon the terms and subject to the conditions set forth
in the Note Tender Offer and Consent Solicitation dated as of July 1, 1999;

        WHEREAS, the Company intends to raise approximately $8.75 million by
contribution from an investor group, including affiliates of the Jordan Company
LLC and a certain member of the Company's management;

        WHEREAS, in connection with the Note Tender Offer, the Company has
solicited the consents from holders of the Notes ("Holders") to certain proposed
amendments to the Indenture to amend, eliminate or modify certain of the
covenants and other provisions contained in the Indenture;

        WHEREAS, Section 9 of the Indenture provides, in relevant part, that the
Company and the Trustee may amend or supplement the Indenture with the consent
of the Holders of at least 66 2/3% of the principal amount of the then
outstanding Notes;

        WHEREAS, this Third Supplemental Indenture evidences the Proposed
Amendments described in the Note Tender Offer;

        WHEREAS, the Company has received and delivered to the Trustee the
requisite consents to effect the Proposed Amendments to the Indenture;

        WHEREAS, the Company has been authorized by a resolution of its Board of
Directors to enter into this Third Supplemental Indenture; and

        WHEREAS, all other things necessary to make this Third Supplemental
Indenture a valid and binding supplemental indenture and agreement according to
its terms have been done.

        NOW THEREFORE, in consideration of the foregoing and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Company and the Trustee covenant and agree as follows:

                                    ARTICLE I

                        DEFINITIONS AND OTHER PROVISIONS

                             OF GENERAL APPLICATION

        1.1 Definition of Terms. Unless the context otherwise requires, a term
defined in the Indenture has the same meaning when used in this Third
Supplemental Indenture unless otherwise defined herein (in which case the
definition set forth herein shall govern).

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        1.2 Reaffirmation of Indenture. Except as expressly provided herein, all
of the terms, provisions and conditions of the Indenture and the Notes
outstanding thereunder shall apply and remain in full force and effect.

        1.3 Governing Law. This Third Supplemental Indenture is executed as and
shall constitute a supplement to the Indenture and shall be construed in
connection with and as part of the Indenture. This Third Supplemental Indenture
shall be governed by and construed in accordance with the laws of the State of
New York without regard to the conflict of laws provision thereof.

        1.4 Trust Indenture Act Controls. If any provision of this Third
Supplemental Indenture limits, qualifies or conflicts with another provision of
this Third Supplemental Indenture or the Indenture that is required to be
included by the Trust Indenture Act of 1939 (the "Act"), as amended, as in force
as the date this Third Supplemental Indenture is executed, the provision
required by said Act shall control.

        1.5 Recitals. The recitals contained herein shall be taken as the
statements of the Company and the Trustee assumes no responsibility for their
correctness. The Trustee makes no representation as to the validity or
sufficiency of this Third Supplemental Indenture.

        1.6 Counterparts. This Third Supplemental Indenture may be signed in any
number of counterparts with the same effect as if the signatures to each
counterpart were upon a single instrument, and all such counterparts together
shall be deemed an original of this Third Supplemental Indenture.

        1.7 Effect of Headings. The Article and Section headings in this Third
Supplemental Indenture are for convenience only and shall not affect the
construction of the Indenture or this Third Supplemental Indenture.

        1.8 Successors and Assigns. All covenants and agreements in this Third
Supplemental Indenture by the Company shall bind its successors and assigns,
whether so expressed or not.

        1.9 Separability Clause. In case any provision in this Third
Supplemental Indenture shall be invalid, illegal or unenforceable, the validity,
legality and enforceability of the remaining provisions shall not in any way be
affected or impaired thereby.



                                   ARTICLE II

                                    AMENDMENT

        2.1 Deletion of Certain Provisions.

        Pursuant to the terms of the Note Tender Offer and the consent of the
requisite amount of Holders having been obtained by the Company, the Indenture
is hereby amended to delete the following sections in their entirety and, in the
case of each such section, insert in lieu thereof the phrase "[intentionally
omitted]", and any and all references to such sections and any and all
obligations thereunder are hereby deleted throughout the Indenture:

        (a) Section 4.3(b) Reports.
        (b) Section 4.7 -  Limitation on Restricted Payment.
        (c) Section 4.8 -  Limitation on Restrictions on Subsidiary Dividends.
        (d) Section 4.9 -  Limitation on Incurrence of Indebtedness and Issuance
                           of Preferred Stock.
        (e) Section 4.10-  Asset Sales.
        (f) Section 4.11-  Limitation on Transactions with affiliates.
        (g) Section 4.12-  Limitation on Liens.
        (h) Section 4.14-  Change of Control.
        (i) Section 4.15-  Maintenance of Fixed Charge Cover Ratio.
        (j) Section 4.19-  Liquidation.


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        (k) Section 5.1 - When the Company may Merge, etc.
        (l) Section 6.1 - Events of Default.

        2.2 Deletion of Definitions. Delete those definitions from the Indenture
when references to such definitions would be eliminated as a result of the
foregoing.

                     [REST OF PAGE INTENTIONALLY LEFT BLANK]

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        IN WITNESS WHEREOF, the parties hereto have caused this Third
Supplemental Indenture to be duly executed all as of the day and year first
above written.

                             APPAREL VENTURES, INC.

                             By:
                               --------------------------------
                               Name:
                               Title:

                             FIRSTAR BANK OF MINNESOTA, N.A.
                             as Trustee

                             By:
                               --------------------------------
                               Name:
                               Title:

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