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                                                                   Exhibit 10.81

                                                       Standard [LOGO] Chartered

                                                       Standard Chartered Bank
                                                       7 World Trade Center
                                                       New York, NY 10048

                                                       Telephone 212-667-0700

December 30, 1999

Tarrant Apparel Group
3151 East Washington Blvd
Los Angeles, CA 90023

Attn: Mr. Patrick Chow, Treasurer

Ladies and Gentlemen:

Standard Chartered Bank (the "Bank") is pleased to make available an uncommitted
line of credit (the "Facility") to Tarrant Apparel Group (the "Borrower") under
the following terms and conditions. This letter agreement shall supersede and
replace all previous letter agreements between the Bank and the Borrower. No
commitment to lend can be assumed or inferred hereby. The purpose of this letter
agreement is to outline the general parameters of the transactions that the Bank
would consider entering into with the Borrower from time to time.

1.    AMOUNT:

                  An aggregate principal amount at any time outstanding of up to
                  USD10,000,000 (the "Aggregate Exposure") may be made available
                  for the advances ("Advances") for periods up to but not
                  exceeding 90 days for general corporate purposes, and in any
                  event shall be available at the Bank's sole discretion.

2.    AVAILABILITY:

                  The Bank may terminate the Facility at any time in its sole
                  discretion and with immediate effect by written notice to the
                  Borrower. The Bank shall at all times reserve the right to
                  alter the terms of the facility

3.    INTEREST AND FEES:

                  The Borrower agrees to pay the Bank's rate for advances to be
                  determined on the date of transaction as specified in the
                  Promissory Note dated hereof.

4.    TAXES:

                  Payments of all amounts of principal and interest shall be
                  free and clear of and without deduction for any present or
                  future taxes, levies, imposts or duties imposed by any
                  governmental authority in any jurisdiction or political
                  subdivision or taxing authority therein.


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5.    DEFAULT INTEREST:

                  The Borrower agrees to pay interest on any amount which is not
                  repaid or paid when due hereunder or under the Promissory Note
                  (whether at stated maturity, by acceleration or otherwise),
                  until paid in full at a rate per annum equal to 5% above the
                  Prime Rate as quoted by the Bank from time to time.

6.    EVIDENCE OF INDEBTEDNESS:

                  The Borrower agrees that the Bank's internal books and
                  records, the Promissory Note and any other documents required
                  by the Bank which are executed and delivered by the Borrower
                  shall be conclusive evidence (absent manifest error) with
                  respect to all interest rates, repayments and repayment dates
                  and of the Borrower's indebtedness to the Bank. In addition,
                  all terms and conditions of the annexed Promissory Note and
                  any other documents executed in connection herewith are
                  incorporated by reference into any credit contemplated
                  hereunder.

7.    Y2K:        The Borrower represents and warrants that it has made a full
                  and complete assessment of the anticipated costs, problems and
                  uncertainties associated with the inability of certain
                  computer applications and systems to effectively handle data,
                  including dates, on and after January 1, 2000 as same may
                  effect the business, operations and financial condition of the
                  Borrower, its customers, suppliers and vendors. The Borrower
                  has a realistic and achievable program for testing and, as
                  needed, reediting its computer applications and systems on a
                  timely basis. Based on their assessment and program, the
                  Borrower does not reasonably anticipate any material adverse
                  effect on its operations, business or financial condition as a
                  result of issues related to bringing its applications and
                  systems into operational compliance on or before January 1,
                  2000.

8.    CONDITIONS PRECEDENT:

                  As a precondition to the Bank's considering to extend the
                  credit contemplated by this letter agreement (but with the
                  Bank retaining full discretion as to whether to extend any
                  credit from time to time), the Borrower shall have executed
                  and delivered to the Bank, in form and substance satisfactory
                  to the Bank, the following documents:

                  (a) Facility Letter: the duplicate copy of this letter
                  agreement and the following documents duly signed by officers
                  empowered to sign on the Borrowers behalf;

                  (b) Corporate Standing: a certificate of the Secretary or
                  Assistant Secretary of the Borrower certifying the incumbency
                  and specimen signatures of the officers of the Borrower
                  executing this letter agreement and each of the related
                  documents and that attached hereto are (i) a true and complete
                  copy of the resolutions of the Borrowers board of directors
                  which authorize the acceptance of the credit and the related
                  obligations contemplated by this letter agreement (which
                  resolutions shall not have been rescinded as of the date of
                  such certification) and (ii) true and complete copies of the
                  Borrower's articles or certificate of incorporation and all
                  amendments thereto as in effect as of the date of such
                  certification;

                  (c) Promissory Note in the Bank's form duly executed by
                  officers empowered to sign on the Borrower's behalf; and


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                                                       Standard [LOGO] Chartered

                  (d) Any and all other documents that the Bank may reasonably
                  request from time to time.

9.    REPRESENTATIONS AND WARRANTIES:

                  The Borrower represents and warrants to the Bank that the
                  following statements are true and accurate as of the date
                  hereof and shall be true and accurate as of the date of the
                  disbursement of any credit contemplated hereunder, except as
                  communicated to and approved by the Bank in writing.

                  (i)   The Borrower is a corporation duly organized, validly
                        existing and in good standing under the laws of the
                        state of its incorporation and is fully qualified to do
                        business wherever such qualification is necessary. The
                        Borrower has full corporate power and authority to
                        execute this letter and incur the obligations and
                        indebtedness contemplated hereunder. The execution,
                        delivery and performance by the Borrower of its
                        obligations contemplated herein will not contravene any
                        law, regulation, by-law or contractual obligations
                        binding upon the Borrower;

                  (ii)  The Borrower's obligation contemplated hereunder
                        constitutes the Borrower's valid and legally binding
                        obligation enforceable against the Borrower in
                        accordance with its terms, except as the enforceability
                        thereof may be limited by applicable bankruptcy,
                        insolvency, reorganization, moratorium or similar laws
                        affecting the enforcement of creditor's rights generally
                        and by general principles of equity and has been duly
                        authorized by the Borrower's board of directors; and

                  (iii) To the best knowledge of the Borrower, there are no
                        pending or threatened actions or proceedings before any
                        court or administrative agency which, if determined
                        adversely, would materially affect the financial
                        condition or operations of the Borrower.

10.   COVENANTS:

                  The Borrower hereby agrees that, as long as any Facility
                  remains outstanding and unpaid, the Borrower shall:

                  (i)   provide the Bank audited annual consolidated financial
                        statements (including consolidating schedules), prepared
                        in accordance with GAAP, within 90 days of the end of
                        the Borrower's fiscal year end;

                  (ii)  submit to the Bank management prepared audited
                        consolidated quarterly financial statements, prepared in
                        accordance with GAAP, within 45 days of the end of the
                        Borrowers' fiscal quarter.

11.   RIGHT OF SET-OFF:

                  In addition to the rights granted to it by applicable law, the
                  Bank has the right to set-off and apply to any of the
                  Borrower's obligations hereunder any amount received by it
                  from the Borrower, including any balance in any deposit
                  account of the Borrower maintained with the Bank or any of its
                  branches.


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12.   ASSIGNMENTS:

                  The Bank may at any time assign or sell participation in all
                  or a portion of its rights and obligations hereunder to one or
                  more banks or other financial institutions. The Borrower shall
                  not assign or delegate any of its rights or obligations
                  hereunder without the prior written consent of the Bank and
                  any attempted assignment by the Borrower without such consent
                  shall be null and void.

13.   LEGAL FEES AND EXPENSES:

                  The Borrower agrees to pay to the Bank on its first demand all
                  costs and expenses incurred by the Bank in connection with the
                  preparation, execution and/or amendment of this letter
                  agreement and the enforcement or collection of any obligations
                  arising in connection with the transactions contemplated
                  hereby, including, without limitation, reasonable attorneys'
                  fees, a reasonable estimate of the allocated cost of Bank's
                  in-house counsel and other legal expenses.

14.   WAIVERS:

                  The failure of the Bank at any time to require performance by
                  the Borrower of any provisions hereof shall in no way affect
                  the Bank's rights to require such performance at any time
                  thereafter, nor shall the waiver by the Bank of the breach of
                  any provision hereof be taken or held to be a waiver or
                  modification of any succeeding breach of such provision. No
                  modification or waiver of any provisions of this letter
                  agreement shall be effective unless in writing, signed by the
                  Bank, and only to the extent specifically set forth therein;
                  nor shall any such waiver or modification be applicable except
                  in the specific instance for which given.

15.   GOVERNING LAW; WAIVER OF TRAIL BY JURY; CONSENT TO JURISDICTION:

                  The Borrower agrees that any legal action arising out of or in
                  any connection with this letter agreement or bankers'
                  acceptances, overdrafts or letters of credit may be brought by
                  the Bank, in its discretion, in the State or Federal Courts
                  located in New York City and the Borrower waives the right to
                  trail by jury in any action or proceeding related hereto or in
                  connection with the obligations undertaken hereby and in the
                  security documents related hereto.

                  THE BORROWER'S OBLIGATIONS WITH RESPECT TO THIS LETTER
                  AGREEMENT AND THE OBLIGATIONS CONTEMPLATED HEREUNDER SHALL BE
                  GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE
                  STATE OF NEW YORK.


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                                                       Standard [LOGO] Chartered

If the terms and conditions specified in this letter agreement are acceptable to
you, please indicate your acceptance thereof by signing and returning the
attached copy to us.

Very truly yours,
STANDARD CHARTERED BANK


By: /s/ Andrew Y. Ng                         By: /s/ Larry Fitzgerald
   -----------------------------                --------------------------------
Name:  Andrew Y. Ng                          Name:  Larry Fitzgerald
Title: Vice President                        Title: Vice President

Agreed to and accepted by:
TARRANT APPAREL GROUP


By: /s/ Gerard Guez                          By:
   -----------------------------                --------------------------------
Name: Gerard Guez                            Name:
Title: Chief Executive Officer               Title:
Date: 1-13-00                                Date:


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