EXHIBIT 10.12


                 AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT


         This Amendment to Executive  Employment  Agreement (the "AMENDMENT") is
entered into this 8th day of November, 2006 (the "AMENDMENT EFFECTIVE DATE"), by
and between People's  Liberation,  Inc. (the "COMPANY"),  a Delaware corporation
and Darryn Barber ("EXECUTIVE").

         WHEREAS,  the Company and Executive are party to that certain Executive
Employment  Agreement  entered  into  as of the 3rd day of  January,  2006  (the
"EXECUTIVE EMPLOYMENT AGREEMENT");

         WHEREAS,  the Company and Executive desire to enter into this Amendment
pursuant to which  Executive  will resign from his  position of Chief  Operating
Officer of the Company.

         NOW THEREFOR,  in  consideration  of the mutual  promises and covenants
hereinafter contained, the parties hereto agree as follows:

1.       SECTION 1.1 Notwithstanding  anything to the contrary in Section 1.1 of
the Agreement,  effective as of the Amendment Effective Date, Executive shall no
longer serve in his capacity as Chief Operating Officer of the Company. However,
Executive shall remain employed by the Company with the title and designation of
Chief Financial Officer of the Company.

2.       SECTION 1.2 Section 1.2 of the Agreement is hereby amended and restated
in its entirety to read as follows:

"Executive's duties and responsibilities shall be those normally and customarily
vested in the office of Chief Financial Officer of a corporation, subject to the
supervision, direction and control of the Chief Executive Officer of the Company
(the "CEO").  In addition,  Executive's  duties shall  include  those duties and
services for the Company and its affiliates as the CEO or the Board of Directors
of the  Company  (the  "BOARD")  shall  from  time  to time  reasonably  direct.
Executive shall report directly to the CEO."

3.       SECTION 3.4 Notwithstanding  anything to the contrary in Section 3.4 of
the  Agreement,  the Option  granted to Executive  shall remain  exercisable  by
Executive  for a period of one (1) year  following  termination  of  Executive's
service  with the Company  for any reason  other than for death,  disability  or
cause.

4.       NO OTHER AMENDMENTS. Except as amended hereby, the Executive Employment
Agreement shall remain in full force and effect and unmodified.

5.       CHOICE OF LAW.  This  Amendment is governed by and will be  interpreted
according to the laws of California,  except for any conflicts of law rules. The
parties  hereby  submit to the exclusive  jurisdiction  of the state and federal
courts sitting in the County of Los Angeles, California.


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6.       ENTIRE AGREEMENT.  The Executive  Employment  Agreement,  as amended by
this  Amendment,  constitutes  the entire  agreement  between  the  Company  and
Executive  as to the  subject  matter  thereof and may not be altered or amended
except by written agreement signed by the Company and Executive.

7.       COUNTERPARTS.   This   Amendment   may  be  executed  in  two  or  more
counterparts,  each of  which  shall  be  deemed  an  original  and all of which
together shall constitute one and the same instrument.

                            [SIGNATURE PAGE FOLLOWS]


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IN WITNESS  WHEREOF,  the parties  hereto have executed this Amendment as of the
Effective Date of the Amendment written above.



PEOPLE'S LIBERATION, INC.



By:      /s/ Daniel Guez
         --------------------------
         Daniel Guez, CEO


EXECUTIVE



By:      /s/ Darryn Barber
         --------------------------
         Darryn Barber


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