[COLLECTION W/ADVANCES]



                           GMAC COMMERCIAL FINANCE LLC

                               FACTORING AGREEMENT



                                                              September 29, 2004



TARRANT APPAREL GROUP

FASHION RESOURCE (TCL), INC.

TAG MEX, INC.

UNITED APPAREL VENTURES, LLC

PRIVATE BRANDS, INC.

NO! JEANS, INC.

3151 East Washington Boulevard

Los Angeles, CA 90023





         Effective  as of  September  29, 2004 GMAC  COMMERCIAL  FINANCE LLC and

TARRANT  APPAREL GROUP,  FASHION  RESOURCE  (TCL),  INC., TAG MEX, INC.,  UNITED

APPAREL  VENTURES,  LLC,  PRIVATE  BRANDS,  INC. and NO! JEANS,  INC. agree that

Factor  shall  act  as  Client's  sole  factor  upon  the  following  terms  and

conditions:



1.       DEFINITIONS



         All initially  capitalized  terms used in this agreement are defined in

Rider I attached hereto.  All other terms used herein,  unless otherwise defined

herein, shall have the meanings given such terms in the UCC.



2.       COVERED SALES; SECURITY INTEREST



(a)      Client  hereby  assigns  and sells to Factor,  as absolute  owner,  and

Factor  hereby  purchases  from Client,  all  Accounts,  created on or after the

Effective  Date,  which arise from Client's sale of  merchandise or rendition of

services.  Factor's purchase of and acquisition of title to each Account will be

effective as of the date of its  creation and will be entered on Factor's  books

when Client furnishes Factor with a copy of the invoice  evidencing such Account

or  electronically  transmits to Factor the details of the invoice in accordance

with Paragraph 9(a) hereof.



(b)      Client hereby grants to Factor a continuing security interest in all of

the Collateral as security for all Obligations.



3.       CUSTOMER CREDIT APPROVAL



         Client shall submit to Factor the  principal  terms of each of Client's

Customers' orders for Factor's written credit approval.  Factor may, in Factor's

discretion,  approve in writing all or a portion of Client's  Customers' orders,

either by establishing a credit line limited to a specific amount for a specific

Customer,  or by  approving  all  or a  portion  of a  proposed  purchase  order

submitted by Client. No credit approval shall be effective (a) unless in writing

or transmitted by Factor electronically; (b) unless the goods are shipped or the

services  rendered within the time specified in Factor's written credit approval

or within  forty-five  (45)  days  after the  approval  is given,  if no time is

specified and (c) unless the assignment of the invoice evidencing the applicable

Account is received  by Factor  within ten (10)  business  days from the date of

such  invoice.  After  the  Customer  has  accepted  delivery  of the  goods  or

performance of the services, Factor shall then have the Credit Risk (but not the

risk of non-payment  for any other  reason),  to the extent of the dollar amount

specified in the credit  approval,  on all Accounts  evidenced by invoices which

arise  from  orders  approved  by Factor in writing  except  for those  Accounts

evidenced by invoices less than Two Hundred Fifty Dollars ($250.00) and invoices

evidencing charges for samples supplied to Client's Customers. Factor shall have

neither  the Credit  Risk nor the risk of  non-payment  for any other  reason on

Accounts  arising  from orders not  approved  by Factor in  writing.  Factor may

withdraw  Factor's  credit  approval  or withdraw or adjust a credit line at any

time before Client delivers the goods or renders the services.



4.       PURCHASE PRICE OF ACCOUNTS; RESERVES



         The  purchase  price of Accounts is the Net Face  Amount  thereof  less

Factor's commission.  The purchase price will be credited to Client's account on

the  Settlement  Date.  Factor may deduct  Reserves  from the amount  payable to

Client on any Settlement Date.



5.       ADVANCES



         If Client  requests,  Factor may, in its  discretion,  make Advances to

Client, subject to Factor's right to withhold Reserves. All amounts which Factor

pays or makes  available  to Client  or for  Client's  account  in excess of the

purchase price of Accounts are loans and shall be chargeable to Client's account

when paid or made available to Client. In no event, however, shall the aggregate

amount of all outstanding Obligations at any time exceed the Borrowing Base. The

Obligations  hereunder shall be the joint and several Obligations of Client. The

Client agrees to use the Advances and loans,  if any, and the proceeds  thereof,

only for  working  capital  purposes  in the  ordinary  course of business or as

otherwise permitted herein.



6.       COMMISSIONS; INTEREST



         For Factor's services, Factor shall charge to Client's account monthly:



(a)      as of the 15th day of each month,  a commission  at the rate of (i) for

all Accounts  for which  Factor has assumed the Credit Risk,  four tenths of one

percent  (0.40%) of the gross face amount of each invoice  evidencing  each such

Account created during





{PAGE}





such month on terms not exceeding sixty (60) days including dating, and (ii) for

all Accounts for which Factor has not assumed the Credit Risk,  thirty-five  one

hundredths  of one  percent  (0.35%)  of the gross face  amount of each  invoice

evidencing  each such Account  created  during such month on terms not exceeding

sixty (60) days including  dating,  in each case, plus an additional one quarter

of one percent (1/4%) for each additional thirty (30) days or portion thereof of

selling  terms;  provided,  however,  that if  Client  changes  the terms of any

invoice whether or not Factor consents to such change (it being  understood that

nothing in this provision  diminishes  Factor's  rights or Client's  obligations

under any other provision hereof including but not limited to Paragraph 9), then

the  commission on the gross face amount of that invoice shall be the commission

hereinabove  set forth plus one  quarter of one  percent  (1/4%) for each thirty

(30) days or portion  thereof of such change.  During the ninety (90) day period

commencing on the Effective Date,  Factor's commission on any invoice evidencing

an Account shall not be less than One Dollar and Fifty Cents  ($1.50).  However,

the aggregate  amount of commissions  which Client is obligated to pay hereunder

shall not be less than the Minimum Commission in each Contract Year during which

this agreement is in effect.  If the Actual  Commission is less than the Minimum

Commission  in any Contract  Year,  Factor shall charge to Client's  account the

Minimum  Commission  Charge for such  Contract  Year.  Factor shall  compute the

Minimum  Commission  Charge,  if any, on a calendar  quarterly  basis and charge

Client's  account  therefor for each calendar quarter in the month following the

end of such calendar quarter; and



(b)      as of the last day of each month, interest on the average daily balance

of all Interest Bearing  Obligations which are outstanding  during such month at

the Borrowing  Rate;  provided,  however,  that if an Overadvance  exists at any

time, then the aggregate amount of the Interest Bearing Obligations in excess of

the Borrowing Base shall be immediately  due and payable  without further notice

or demand, and the average daily balance of the Interest Bearing  Obligations in

that month  shall bear  interest  at the  Overadvance  Rate.  Interest  shall be

calculated  on the basis of the  actual  number of days  elapsed  over a year of

three  hundred  sixty (360) days.  Upon and after the  occurrence of an Event of

Default,  and during the continuance  thereof,  all Interest Bearing Obligations

shall bear interest at the Default Rate.



7.       CHARGES; BALANCES



         Factor may charge to Client's account all Obligations. Unless otherwise

specified,  all Obligations  shall be payable on demand.  All credit balances or

other sums at any time standing to Client's  credit and all Reserves on Factor's

books, and all of Client's property in Factor's possession at any time or in the

possession  of any parent,  affiliate or  subsidiary of Factor or on or in which

Factor or any of them have a lien or security interest, may be held and reserved

by Factor as security for all Obligations. Factor will account to Client monthly

and each monthly  accounting  statement will be fully binding on Client and will

constitute  an  account  stated,  unless,  within  thirty  (30) days  after such

statement  is mailed to Client or within  thirty  (30) days after the mailing of

any adjustment  thereof Factor may make,  Client gives Factor  specific  written

notice of exceptions.



8.       REPRESENTATIONS, WARRANTIES AND COVENANTS



         Client hereby represents, warrants and covenants that:



(a)      Client has good title to the Collateral,  including without limitation,

the Accounts, free of any encumbrance except in Factor's favor; each Accunt is a

bona fide,  enforceable  obligation created by the absolute sale and delivery of

goods or the  rendition  of services in the ordinary  course of  business;  each

Account is due from a Customer  located in the  United  States,  Puerto  Rico or

Canada  and is payable  in United  States  dollars;  the  selling  terms of each

Account  shall not exceed sixty (60) days without the prior  written  consent of

Factor;  Client's Customer is  unconditionally  obligated to pay at maturity the

full amount of each Account without defense,  counterclaim or offset (regardless

of merit); all documents in connection  therewith are genuine;  and the Customer

will  accept the goods or  services.  In addition  to and not in  limitation  of

anything to the contrary  contained herein,  Client shall not, without the prior

written  consent of Factor which  consent shall be in Factor's sole and absolute

discretion, directly or indirectly grant, or permit to exist either by contract,

applicable  law or  otherwise,  any  security  interest  in or lien  upon any of

Client's inventory, other than the liens permitted set forth on Schedule 8(a).



(b)      Client's exact legal name is as set forth on the signature page of this

agreement.  Client shall not change Client's legal name unless Factor shall have

received  not less  than  forty-five  (45)  days  prior  written  notice of such

proposed  change.  Client has not, during the past five years,  been known by or

used any Trade Names or been a party to any merger or consolidation, or acquired

all or  substantially  all of the assets of any entity,  or acquired  any of its

property or assets out of the ordinary  course of business,  except as set forth

on Schedule 8(b).



(c)      Client is an organization of the type and organized in the jurisdiction

set forth on  SCHEDULE  8(C).  SCHEDULE  8(C)  accurately  sets  forth  Client's

organizational  identification  number or accurately states that Client has none

and  accurately  sets forth Client's  federal  employer  identification  number.

Client shall not change  Client's  organizational  identification  number (or if

Client does not have an organizational  identification  number, Client shall not

acquire  one),  or  change  Client's  type  of  organization,   jurisdiction  of

organization or other legal structure unless Factor shall have received not less

than forty-five (45) days prior written notice of such proposed change.



(d)      Client's  chief  executive  office and  mailing  address  and  Client's

Records  concerning  Accounts are located only at the address identified as such

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