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                                                                  EXHIBIT 10.54

                                  AMENDMENT TO
                               SECURITY AGREEMENT
                      (Guaranty of Tarrant Co. Ltd.  Debt)
                               Dated June 6, 1995



         The Security Agreement (Guaranty of Tarrant Co. Ltd.  Debt) dated June
6, 1995, (the "Security Agreement") between THE HONGKONG AND SHANGHAI BANKING
CORPORATION LIMITED (the "Bank") and TARRANT APPAREL GROUP dba FASHION
RESOURCE, a California corporation (the "Debtor") is hereby amended as of
NOVEMBER 1, 1996:

         Paragraphs 1.A., 3.I., 3.J., 4.G., 4.J. and 7.E. are amended in their
entirety to read as follows:

1.A.
                 A.       Inventory.  All inventory now owned or hereafter
acquired by the Debtor  from Tarrant Co. Ltd. ("Tarrant"), or its affiliates,
including, but not limited to, all raw materials, work in process, finished
goods, merchandise, parts and supplies of every kind and description, including
inventory temporarily out of the Debtor's custody or possession (the
"Inventory").

3.I.
                 I.       Ownership of Debtor.  31% of Debtor's outstanding
shares are publicly traded; 69% of its shares are owned by Mr.  Gerald Guez
(66.7% of the 69%) and Mr. Todd Kay (33.3% of the 69%).

3.J.
                 J.       Ownership of Tarrant.  Tarrant is a wholly-owned
subsidiary of Debtor.

4.G.
                 G.       Transfer of Collateral.  Not sell, contract for sale,
convey, transfer, assign, lease or sublet any of the Collateral except in the
ordinary course of business as presently conducted by the Debtor.

4.J.
                 J.       Notices.  Give the Bank prompt written notice of: (i)
any change in its place of business; (ii) any proposed or actual change in its
name, identity or business nature; (iii) any Event of Default; (iv) litigation,
arbitration or administrative proceedings to which the Debtor is a party and in
which the claim or liability exceeds 10% of Tangible Net Worth (which means the
gross book value of Debtor's assets (exclusive of goodwill, patents,
trademarks, tradenames, organization expense, treasury stock, deferred research
and development costs, deferred marketing expenses and other like intangibles),
less liabilities of Debtor) or which affects the Collateral; and (v) any other
matter which has resulted in, or is likely to result in, a material adverse
change in the Collateral or the financial condition or business operations of
the Debtor.





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7.E.
                 E.       Notices.  All notices, payments, requests,
information and demands which either party hereto may desire, or be required to
give or make to the other party, shall be given or made to such party by
telecopier to the telecopier numbers as specified below, by hand delivery or
through deposit in the United States mail, postage prepaid, or by Western Union
telegram, addressed to the address set forth below such party's signature to
this Security Agreement or to such other address as may be specified from time
to time in writing by either party to the other.

         Paragraphs 5E, 5F and 6F are deleted in their entirety.


Address:                                   HONGKONG AND SHANGHAI
1 Queens Road Central                      BANKING CORPORATION LIMITED
Hong Kong
Telecopier: 011-852-2877-5442              By: /s/    James Benoit
                                              ---------------------------------
                                                James Benoit
                                           Its: Corporate Relationship Manager
                                               --------------------------------


Address:                                   TARRANT APPAREL GROUP, dba
3151 East Washington Boulevard             FASHION RESOURCE, a California 
Los Angeles, California  90023             corporation
Telecopier: (213) 881-0368                
                                           By: /s/    Mark B. Kristof
                                              ---------------------------------
                                                Mark B. Kristof
                                           Its: Vice President-Finance & C.F.O.
                                               --------------------------------