SECOND AMENDMENT TO THE REVOLVING CREDIT

                       FACTORING AND SECURITY AGREEMENT

                       --------------------------------



     This Second Amendment (the "Amendment") is made as of June 30, 2000 by and

among GMAC COMMERCIAL CREDIT LLC ("GMAC") for itself and as agent, FINOVA

Capital Corporation, Sanwa Bank California, TARRANT APPAREL GROUP ("Tarrant"),

TAG MEX, INC. ("Tag") and FASHION RESOURCE (TCL), INC. ("Fashion"), and amends

the Revolving Credit, Factoring and Security Agreement dated as of January 21,

2000 as previously amended and/or supplemented (the "Agreement"). Capitalized

terms not otherwise defined herein shall have the meaning ascribed to such terms

under the Agreement.



     WHEREAS, the Borrower has requested that certain specific modifications be

made to the Agreement as are specifically set forth below; and



     WHEREAS, Lender is amenable to making such modifications upon the terms and

conditions set forth herein



     NOW THEREFORE, in consideration of the mutual covenants and undertakings

and the terms an conditions contained herein, the parties hereto agree as

follows:



     1.  Amendments. The Agreement is amended to read as follows:

         ----------



         a.   The definition of "Borrowing Base" appearing in section 1.2 of the

              Agreement, is hereby amended by deleting clause "(a)" in its

              entirety from the definition of "Borrowing Base" and by leaving

              said clause intentionally blank.



         b.   The definition of "Eligible Inventory" appearing in Section 1.2 of

              the Agreement is hereby amended by deleting clause "(iv)" from

              said paragraph and by substituting the following in its place and

              stead:



              "(iv) not imported from Tarrant Company, Ltd., Fashion Resource

              (TCL), Inc. or any other entity related to Borrower's Hong Kong

              operation or which is not otherwise deemed ineligible by Lender,

              in Lender's sole discretion."





         c.   Section 3.3 of the Agreement is hereby amended by adding the

              following sentence at the end of said Section" "Lender shall

              apply collected funds from the Factored Receivables as follows;

              70% against Obligations and 30% to be forwarded to the Hong Kong

              Shanghai Banking Corporation in accordance with the terms of this

              Agreement at least once per week, to

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                 the extent collected funds are available.



   2.  Ratification. Borrower hereby restates each and every representation,

       ------------

       warranty and covenant contained in the Agreement, as modified hereby, as

       though made on and as of the date hereof and as each such representation,

       warranty and covenant were fully set forth herein, In extension of the

       foregoing, Borrower hereby ratifies and confirms the Agreement as being

       its valid and binding obligation, enforceable against Borrower in

       accordance with all of its terms as amended hereby. Borrower hereby

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