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                                                                  EXHIBIT 10.50

STANDARD CHARTERED                          GUARANTEE - G3 LIMITED (92)
                                            ---------------------------
                                            (BY ONE OR MORE LIMITED  COMPANIES/
                                            CORPORATIONS)

To:  Standard Chartered Bank

1.       In consideration of STANDARD CHARTERED BANK (hereinafter called "the
Bank", which expression shall include and extend to its successors and assigns)
granting or continuing banking facilities or other accommodation for so long as
the Bank may think fit to Tarrant Co.  Ltd. (hereinafter called the "Customer')
We Tarrant Apparel Group, 3151 East Washington Boulevard, Los Angeles, CA 90023
hereby unconditionally guarantee, undertake and agree on written demand by the
Bank:

 (a)      to pay  and discharge the following (hereinafter called the
"Liabilities"):

         (i)     all moneys now or hereafter advanced to or paid  for or on
         account of the Customer (whether alone or  jointly  with any other
         person) by the Bank; and

         (ii)    all other liabilities of the Customer to the Bank whatsoever,
         whether actual or contingent, present or future and including, without
         limitation, liabilities incurred as a guarantor or surely together
         with all interest thereon and commission, costs, charges and expenses
         chargeable by  the Bank to the Customer (including legal fees), from
         time to time remaining unpaid and undischarged;

         PROVIDED ALWAYS that (subject as mentioned in Clause 12) the amount
         for which we shall be liable to the Bank under this sub-clause (and
         not including any amounts due under sub-clauses (b) and (c) of this
         Clause) shall not exceed  United States Dollars Ten Million only
         (USD 10,000,000.00) plus interest, commission, cost, charges
         and expenses as aforesaid;

(b)      to pay interest, in the currency in which such sums are denominated,
in the Bank's books on all sums due from us to the Bank under this Guarantee
(hereinafter called the "Guaranteed Sums") or  the outstanding balance thereof
from time to time during the period from the date of demand by  the Bank as
aforesaid or from the date of discontinuance of this Guarantee by us until the
date when the Guaranteed Sums are discharged in full (after as well as before
judgment) at a rate or rates per annum conclusively certified by  the Bank to
be one and one half of one per cent. (1-1/2%) above the rate or rates at which
the Customer would have been liable to pay interest on the amounts demanded by
the Bank under the facilities or other accommodation extended by the Bank to
the Customer (and to the extent permitted by law the Bank shall be entitled to
compound such interest monthly);

(c)      to pay all costs and expenses (on a full indemnity basis) arising out
of or in connection with the recovery or attempted recovery by the Bank of
moneys due to the Bank under this Guarantee.

2.       This Guarantee shall extend to cover

(a)      in the case of the death, bankruptcy or liquidation of the Customer,
all sums which would have been owing to the Bank by the Customer if such death
had occurred or such bankruptcy or liquidation had commenced at the time when
the Bank received actual notice thereof and notwithstanding such death,
bankruptcy or liquidation;

(b)      all moneys obtained from or liabilities incurred to the Bank
notwithstanding that the borrowing or the incurring of such liabilities may
have been invalid or in excess of the powers of the Customer or of any
director, attorney, agent or other person purporting to borrow or act on behalf
of the Customer and notwithstanding any other irregularity in the borrowing or
the incurring of such liabilities;

(c)      in the event of the discontinuance by any means of this Guarantee, all
cheques, drafts, bills, notes and negotiable instruments drawn by or for the
account of the Customer on the Bank and purporting to be dated on or before the
date when such discontinuance became known to the Bank or (in the case of
notice to discontinue


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given hereunder) took effect although presented to or paid by the Bank under
that date and all liabilities of the Customer to the Bank at such date whether
actual or contingent and whether payable forthwith or at some future time and
also all credits then established by the Bank for the Customer.

3.       We shall be deemed to be liable as the sole or principal debtor(s) for
the Liabilities and this Guarantee shall be binding on us notwithstanding that
the Customer is not so bound either because the Customer is an infant or under
a disability or is an unincorporated body which is under no liability to
discharge obligations undertaken or purported to be undertaken on its behalf or
for any other reason whatsoever.

4.        If this Guarantee is given in respect of the Liabilities of a firm it
shall apply to all moneys borrowed and Liabilities incurred until receipt by
the Bank of actual notice of dissolution of the firm but if there shall be any
other changes in the constitution of the firm this Guarantee shall continue
and, In addition to securing the debts and Liabilities of the firm as
constituted before the change, shall apply to the debts and Liabilities of the
firm as constituted after such change.

5.       The Bank may at all times without prejudice to this Guarantee and
         without discharging or in any way affecting our liability hereunder:

(a)      determine, vary or increase any credit to the Customer;

(b)      grant to the Customer or to any other person any time or indulgence;

(c)      renew any bills, notes or other negotiable instruments or securities;

(d)      deal with, exchange, release, modify or abstain from perfecting or
enforcing any securities or other guarantees or rights which the Bank may now
or hereafter have from or against the Customer or any other person;

(e)      compound with the Customer or with any other person or guarantor.

6.       This Guarantee shall not be affected by any failure on the Bank's part
to take any security or by the invalidity of any security taken or by any
existing or future agreement by the Bank as to the application of any advances
made or to be made to the Customer.  Our liability here under shall not be
discharged or in any way affected by any act or omission on the part of the
Bank under or in relation to this Guarantee or by any course of dealing between
the Bank and us.

7.       This Guarantee shall not be considered as satisfied or discharged by
any intermediate payment or satisfaction of the whole or any part of the
Liabilities or by any other matter or thing whatsoever but shall constitute and
be a continuing guarantee to the Bank and shall extend to cover the ultimate
balance of the Liabilities and shall be binding upon us until the expiration of
one month after the receipt by the Bank from us of notice in writing to
discontinue it.

8.       This Guarantee shall be in addition to and is not to prejudice or be
prejudiced by any other guarantee or other security whether by way of mortgage,
charge, Iien or otherwise which the Bank may now or at any time hereafter have
or hold from us, the Customer or any other party for all or any part of the
Liabilities and on discharge by payment or otherwise shall remain the property
of the Bank.

9.       In the event of this Guarantee being determined or ceasing from any
         cause to be binding as a continuing guarantee on us:

a)        it shall be lawful for the Bank to continue to provide facilities (as
hereinbefore mentioned) to the Customer and to continue any account with the
Customer notwithstanding such event and our liability for the amount of the
Liabilities at the date this Guarantee is determined shall continue
notwithstanding any subsequent payment to or drawing upon or advance by the
Bank by or to or for or on behalf of the Customer; and

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(b)      the Bank may forthwith without thereby affecting its rights under this
Guarantee open a new or separate account with the Customer and, if the Bank
does not open a new or separate account, the Bank shall nevertheless be treated
as if it had done so at the time (the "relevant time") that the Bank received
notice or became aware that this Guarantee had determined or ceased to be
binding as a continuing guarantee and as from the relevant time all moneys paid
by or on behalf of the Customer shall be credited or be treated as having been
credited to the new or separate account and shall on settlement of any claim in
respect of this Guarantee not operate to reduce the amount due from the
Customer at the relevant time or the interest thereon unless the person or
persons paying in such moneys shall at the time of payment direct the Bank in
writing to appropriate the sum specially to that purpose.

10.      The Bank shall be entitled at all times to place and keep in a
separate or suspense account or accounts to our credit or to the credit of such
other person as the Bank may think fit any moneys received under this Guarantee
or as a result of the exercise of any of its rights against the Customer or any
other surety in respect of the Liabilities for so long and in such manner as
the Bank may determine without any intermediate obligation to apply the same or
any part thereof in or towards the discharge of the Liabilities and the Bank
shall be entitled to prove against us as if any amount standing to the credit
of such account had not been received. We hereby irrevocably waive any right of
appropriation in respect of any sums paid by us.

11.      Until all the Liabilities have been fully paid and discharged (and
notwithstanding that we may have discharged the amount of this Guarantee), we
shall not take any step to enforce any right against the Customer or his/their
representatives in respect of this Guarantee or of any moneys paid hereunder or
prove in any bankruptcy, liquidation, administration, winding up or other
proceeding having an effect equivalent thereto of the Customer (each of which
proceedings are hereinafter called a "Liquidation") in respect thereof in
competition with the Bank or claim the benefit of any securities held by the
Bank.

12.      We have not taken and, until the Liabilities and Guaranteed Sums have
been discharged and satisfied in full, will not take without the Bank's prior
written consent any security (which for the purposes of this Clause shall
include any promissory note, cheque or bill of exchange) from the Customer in
connection with this Guarantee; and in the event of our having taken or taking
any security in contravention of this provision we will hold the same on trust
for the Bank as further security for the Bank and will forthwith deposit the
same and all documents relating thereto with the Bank and we will account to
the Bank for all moneys at any time received by us in respect thereof and in
default of our so doing the maximum amount for which we are to be liable under
this Guarantee (as set out in Clause 1 (a) above) shall be increased by the
amount by which any dividend in the bankruptcy or in the Liquidation of the
Customer or otherwise payable by the Customer to the Bank is thereby
diminished.

13.      Any settlement or discharge between us and the Bank shall be
conditional upon no security (including without limitation, any guarantee)
furnished or payment made to the Bank by the Customer or any other person being
avoided or reduced by virtue of any relevant statutory provisions or enactments
relating to bankruptcy, winding up or liquidation or other proceeding having an
equivalent effect to any of the foregoing for the time being in force in any
jurisdiction and the Bank shall be entitled to retain any security held in
respect of our liability hereunder (hereinafter called the "Guarantee
Security") until the expiration of the period or periods under such provisions
or enactments within which such payment or security could be avoided or reduced
and if within any such period the payment or security is so avoided or reduced
the Bank shall be entitled to retain the Guarantee Security or any part thereof
for and during such further period as the Bank in its entire discretion shall
determine.

14.      In any proceedings under or for any other purpose of this Guarantee a
certificate signed by any officer or representative of the Bank certifying the
amount of the Liabilities shall be accepted by us as conclusive evidence
thereof.

15.      (a) We will pay and discharge the Liabilities and any interest payable
by us pursuant to Clause 1 (b) hereof, in whatever currency or currencies the
Liabilities are entered in the books of the Bank and if any part of the
Liabilities is entered in a different currency from any other part or parts of
the Liabilities we shall pay and discharge each part of the Liabilities and any
interest payable by us pursuant to Clause 1 (b) hereof, in the currency in which
such part or as the case may be such interest is entered in the books of the
Bank and if any such payment or discharge is subject to any withholding or other
tax, duty, levy, impost or charge imposed or levied by or on behalf of any
government or any political subdivision or taxing authority thereof we shall pay
to the Bank such additional amounts as may be necessary to ensure the receipt by
the Bank of the full amount of the Liabilities and any such interest.


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              (b) For the purposes of ascertaining at any time and in
particular on the date of any demand hereunder the maximum amount (if any) for
which we are to be liable in accordance with Clause 1 (a) hereof if some or all
of the Liabilities are entered in the books of the Bank in a currency or
currencies other than the currency in which such maximum amount is denominated
(the "Limit Currency") those parts of the Liabilities denominated in currencies
other than the Limit Currency will be converted, notionally, into the Limit
Currency at the rate at which the Bank would sell to us, in accordance with its
usual practices, the currency in which such other parts of the Liabilities are
denominated provided always and we agree that if some or all of the Liabilities
are entered in the books of the Bank in a currency other than the Limit
Currency, and the amount of the Liabilities exceeds the maximum amount
stipulated in Clause 1 (a), the Bank shall be at liberty to elect which parts
of the Liabilities shall be and form part of the Guaranteed Sums.

16.      We agree that in addition to any general lien, right to combine or
consolidate accounts, right of set-off or other similar right to which the Bank
may be entitled by law or pursuant to any other agreement, the Bank shall be
entitled at any time and from time to time without notice to us to set-off,
transfer or apply all or any of the moneys from time to time standing to the
credit of any account in our name(s) or of which we are the beneficial owner
with the Bank (regardless of (i) the branch of the Bank at which, or the
currency in which, such account is maintained or (ii) whether such account has
matured or not or is subject to notice or not) in or towards the discharge of
the Liabilities or any other of our obligations under this guarantee and to
purchase therewith for our account any other currency required for such
purpose.

17.      Any notice or demand hereunder shall be in writing and shall be deemed
to have been sufficiently given if sent by prepaid (and, if posted to a place
outside Hong Kong, air mail) post to the address of the person to whom such
notice or demand is to be given as appearing herein or to such other address as
such person may from time to time have notified to the Bank and any notice or
demand so sent shall be deemed to have been served on the day following the
date of posting if posted in Hong Kong to an address in Hong Kong and on the
eighth day following posting if posted to or from a place outside Hong Kong and
in proving such service it shall be sufficient to prove that the envelope
containing the notice was properly addressed, stamped and posted.

18.      If any one or more of the provisions of this Guarantee or any part or
parts thereof shall be declared or adjudged to be illegal, invalid or
unenforceable under any applicable law, such illegality, invalidity or
unenforceable shall not vitiate any other provisions of this Guarantee and this
Guarantee shall be construed as if such illegal, invalid or unenforceable
provisions were not contained herein.

19.      In this Guarantee wherever the context so requires or admits (i) where
the Customer comprises two or more persons all references to the Customer shall
be construed as references to all or any of such persons, (ii) the singular
shall include the plural and vice versa, (iii) the expression "person" shall
mean and include a company, society, corporation, firm or an individual and in
the case of an individual his or her executors, administrators, committee,
receiver or other person lawfully acting on behalf of every such person, (iv)
the expression "this Guarantee" shall be construed as including and extending
to any separate or independent stipulation or agreement herein contained, and
(v) any reference to any statutory provision or enactment shall be deemed to
include a reference to any modification or re-enactment thereof for the time
being in force.

20.      Where this Guarantee is signed by more than one party our liability
hereunder shall be joint and several and every agreement and undertaking on our
part shall be construed accordingly and all references to us in this Guarantee
shall, where the context requires or admits, be construed as references to all
or any of us and the Bank shall be at liberty to release or discharge any of us
from the liabilities of this Guarantee or to accept any composition from or
make any other arrangements with any of us without releasing or discharging the
other or others of us or otherwise prejudicing or affecting the rights and
remedies of the Bank against the other or others of us and no one of us shall
be nor shall this Guarantee be released or discharged by any take over,
reconstruction, amalgamation, merger, liquidation or change in the constitution
of any of us.


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21.      This Guarantee shall remain valid and binding for all purposes
notwithstanding any change by amalgamation, consolidation or otherwise which
may be made in the constitution of the company or corporation by which the
business of the Bank may from time to time be carried on and shall be available
to the company carrying on that business for the time being.

22.      This Guarantee is and will remain the property of the Bank
notwithstanding the payment in full of any claim or claims of the Bank
hereunder.

23.      This Guarantee shall be governed by and construed in accordance with
the laws of Hong Kong and we hereby submit to the non-exclusive jurisdiction of
the Hong Kong courts.

24.      We hereby appoint the person named below (if any) as our agent to
accept service of any legal process in Hong Kong in connection with this
Guarantee.  We agree that any writ, summons, order, judgment or other document
shall be deemed duly and sufficiently served on us if addressed to us or to the
said agent and left at, or sent by post to the respective address of us or the
said agent last known to the Bank.  The foregoing shall not limit the rights of
the Bank to serve process on us in any manner permitted by law in any
jurisdiction.

25.      We agree that the Chinese translation shall not apply in construing
this security and that the English version shall govern for all purposes.

Dated    30th    day of      August       1996.
      ----------       ------------------ 


Name of Process Agent (if any):      Tarrant Company Limited
                               ------------------------------------------------
Address of Process Agent:            13F, Lladro Centre
                               ------------------------------------------------
                                     72 Hoi Yuen Road, Kwun Tong
                               ------------------------------------------------
                                     Kowloon, Hong Kong
                               ------------------------------------------------


Corporate Signatory
-------------------

Signed by:

   Gerard Guez, Chairman                           /s/  Gerard Guez
----------------------------                     ------------------------------
                                                  (Signature of Director)


in the presence of:

Name of Witness:      Corazon R. Reyes         
                   ---------------------------

I/D Card No.
(or equivalent)
of Witness:               N5495511                 
                   ---------------------------

Address of Witness:       8374 Denise Lane
                   ---------------------------
                          West Hills, CA 91304
                   ---------------------------

Occupation of Witness:     Corporate Secretary          /s/ Corazon R. Reyes
                      ------------------------     ----------------------------
                           Tarrant Apparel Group        Signature of Witness