EXHIBIT 10.105.1

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                      DATED 31 DECEMBER 2002

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                  FASHION RESOURCE (TCL), INC. (1)

                                AND

          UPS CAPITAL GLOBAL TRADE FINANCE CORPORATION (2)

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                   CONDITIONAL CONSENT AGREEMENT

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                      BARLOW LYDE & GILBERT
                            24TH FLOOR
                     NINE QUEEN'S ROAD CENTRAL
                            HONG KONG



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THIS AGREEMENT is made the 31st day of December, 2002,


BETWEEN:

(1)      FASHION RESOURCE (TCL), INC. a company  incorporated  under the laws of
         the  state  of  California  in  the  United  States  of  America  whose
         registered office is at 3151 East Washington Boulevard, Los Angeles, Ca
         90023, USA ("FRI");

(2)      UPS CAPITAL GLOBAL TRADE FINANCE CORPORATION in its capacity as trustee
         for the Beneficiaries ("UPS").


WHEREAS:

(A)      Under the terms of a  syndicated  letter of credit  facility  agreement
         (the "LETTER OF CREDIT FACILITY  AGREEMENT")  entered into on 13th June
         2002 by and between Tarrant Company  Limited,  Marble Limited and Trade
         Link Holdings  Limited (the  "BORROWERS")  and the  Beneficiaries,  UPS
         agreed,  inter alia, to make  available to the Borrowers a facility for
         the issue of  letters  of  credit,  upon the terms and  subject  to the
         conditions set out therein.

(B)      Under the terms of a Guarantee and Security  Agreement  entered into on
         13th June 2002 by FRI and Tarrant  Apparel  Group in favour of UPS (the
         "GUARANTEE  AND  SECURITY  AGREEMENT"),  FRI agreed to  unconditionally
         guarantee (jointly and severally with Tarrant Apparel Group) to UPS the
         punctual  payment,  performance and discharge of all obligations on the
         part of each of the  Borrowers  to be paid,  performed  or  discharged,
         whether  directly or indirectly,  under or pursuant to the terms of the
         Letter of Credit Facility Agreement,  upon the terms and subject to the
         conditions set out therein.

(C)      Under the terms of a charge  over  shares (the  "CHARGE  OVER  SHARES")
         executed on 13th June 2002 by FRI in favour of UPS,  FRI charged by way
         of a first fixed charge the Securities (including the Shares) to UPS as
         continuing  security  for  its  obligations  under  the  Guarantee  and
         Security Agreement.

(D)      Under the terms of the Charge Over Shares,  FRI deposited  with UPS the
         original share  certificates in respect of the Original  Securities and
         undertook not to assign, deal with or dispose of all or any part of the
         Securities, unless UPS otherwise agreed in writing.

(E)      FRI  wishes to sell and  transfer  the  Shares to  Machrima  Luxembourg
         International  SARL ("MACHRIMA"),  an affiliated  company  incorporated
         under the laws of Luxembourg,  and has requested  UPS's consent to such
         sale and transfer, and UPS has agreed to grant its consent to such sale
         and transfer  upon and subject to the terms and  conditions  set out in
         this Agreement.


IT IS AGREED as follows:

1.       INTERPRETATION

1.1      In this  Agreement,  including the Schedules,  the following  words and
         expressions  shall


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(except where the context otherwise requires) have the following meanings:-

         "Beneficiaries"                    UPS,  the Agent (as  defined  in the
                                            Letter of Credit Facility Agreement)
                                            and each of the Banks (as defined in
                                            the   Letter  of   Credit   Facility
                                            Agreement);

         "Guarantors"                       each of Tarrant  Apparel Group,  FRI
                                            and Mr Gerard Guez;

         "Hong Kong"                        the Hong Kong Special Administrative
                                            Region of the People's  Republic  of
                                            China;

         "Original Securities"              shall   have  the  same  meaning  as
                                            defined  in the  Charge Over  Shares
                                            (which, for  the avoidance of doubt,
                                            shall include the Shares);

         "Securities"                       shall  have  the  same   meaning  as
                                            defined  in  the Charge Over Shares;
                                            and

         "Shares"                           the shares  and securities listed in
                                            Schedule 1.

1.2      In this Charge  references to "Clauses" and  "Schedules" are to clauses
         of and  schedules  to this  Charge.  Clause  headings  are inserted for
         reference only and shall be ignored in construing this Charge.

1.3      References  herein to gender or the neuter include both genders and the
         neuter.  References  herein to the singular include the plural and vice
         versa.

2.       CONDITIONAL CONSENT

2.1      Subject to Clause 2.1,  UPS shall  consent to the sale and  transfer by
         FRI to  Machrima  of all FRI's  legal and  beneficial  interest  in the
         Shares.

2.2      UPS's consent,  as referred to in Clause 2.1, shall be strictly subject
         to  and  conditional  upon  each  of  the  following  conditions  being
         fulfilled  (to  the  satisfaction  of  UPS  in its  sole  and  absolute
         discretion),  or waived in writing by UPS, on or prior to 31st  January
         2003 (or such later date as may be agreed in  writing  between  UPS and
         FRI):-

         2.2.1    the due and proper  execution  by Machrima of a guarantee  (in
                  such form and containing such terms and conditions as shall be
                  acceptable  to UPS in its sole  and  absolute  discretion)  in
                  favour of UPS,  under  which  Machrima  shall  absolutely  and
                  unconditionally  guarantee  the  obligations  of the Borrowers
                  under the Letter of Credit  Facility  Agreement (the "MACHRIMA
                  GUARANTEE"), and the delivery of the same by Machrima to UPS;

         2.2.2    the due and proper  execution  by  Machrima  of a charge  over
                  shares (in such form and containing  such terms and conditions
                  as  shall  be  acceptable  to  UPS in its  sole  and  absolute
                  discretion)  in  favour of UPS,  under  which  Machrima  shall
                  charge by way of first  fixed  charge  the  Shares to UPS as a
                  continuing  security for the due and punctual  performance and
                  observance by Machrima of its  obligations  under the Machrima
                  Guarantee  (the  "MACHRIMA  CHARGE  OVER


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                  SHARES"), and the delivery of the same by Machrima to UPS;

         2.2.3    the issue of a legal opinion (in such form and containing such
                  terms and conditions as shall be acceptable to UPS in its sole
                  and  absolute  discretion)  by  a  duly  qualified  Luxembourg
                  counsel   (acceptable   to  UPS  in  its  sole  and   absolute
                  discretion)   as  to   the   due   execution,   delivery   and
                  enforceability  of the  Machrima  Guarantee  and the  Machrima
                  Charge Over Shares;

         2.2.4    the re-affirmation by each of the Guarantors (in such form and
                  containing such terms and conditions as shall be acceptable to
                  UPS in its sole and  absolute  discretion)  of the  guarantees
                  previously  delivered by each such Guarantor in favour of UPS;
                  and

         2.2.5    the  execution  by each of the parties to the Letter of Credit
                  Facility  Agreement of a deed of  variation  (in such form and
                  containing such terms and conditions as shall be acceptable to
                  UPS in its sole and absolute  discretion)  for the purposes of
                  making  consequential  amendments  to  the  Letter  of  Credit
                  Facility Agreement  resulting from the change of the legal and
                  beneficial  ownership of the Shares and the  interposition  of
                  Machrima as the intermediate  holding company of the Borrowers
                  (the "DEED OF VARIATION").

2.3      If the  conditions  set out in  Clause  2.2 are not  fulfilled  (to the
         satisfaction of UPS in its sole and absolute discretion),  or waived in
         writing by UPS, on or before 31st  January  2003 (or such later date as
         may be agreed in writing between UPS and FRI), then:-

         2.3.1    UPS shall not be required or deemed to give its consent to the
                  sale and transfer of the Shares, as referred to in Clause 2.1,
                  and FRI shall  continue to be bound by the terms of the Charge
                  Over Shares (including  without limitation its undertaking not
                  to  assign,  deal  with or  dispose  of all or any part of the
                  Securities); and

         2.3.2    If Machrima or any of the  Borrowers  or the  Guarantors  have
                  failed to  execute or  deliver  any of the items or  documents
                  which they are  required  to execute or deliver as referred to
                  in Sub-clauses 2.2.1,  2.2.2, 2.2.4 or 2.2.5, then an Event of
                  Default  (as   defined  in  the  Letter  of  Credit   Facility
                  Agreement) shall be deemed to have occurred under the terms of
                  the  Letter  of  Credit  Facility  Agreement  (and each of the
                  Borrowers and Guarantors,  by acknowledging  and accepting the
                  terms of this Agreement,  hereby  acknowledges and agrees that
                  an Event of Default shall be deemed to have occurred under the
                  terms of the Letter of Credit Facility Agreement).

3.       GRANTING OF CONSENT

3.1      Upon  the  fulfilment  (to  the  satisfaction  of UPS in its  sole  and
         absolute  discretion),  or  the  waiver  in  writing  by  UPS,  of  the
         conditions  set out in Clause 2.2, on or prior to 31st January 2003 (or
         such later date as may be agreed in writing  between UPS and FRI),  the
         parties shall procure that the following matters,  inter alia, shall be
         effected  on or prior to the date  fixed  (and  agreed  by UPS) for the
         completion of the transfer of the Shares:-

         3.1.1    UPS shall deliver the original share  certificates  in respect
                  of the  Shares  (in the


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                  names of FRI and its  nominee)  to the  secretary  of  Tarrant
                  Company  Limited for  cancellation,  provided  that such share
                  certificates  shall be held by the secretary in escrow pending
                  their   cancellation  and  pending  the  issue  of  new  share
                  certificates  in the name of Machrima  and its nominee and the
                  delivery  of the  same to UPS in  accordance  with  Sub-clause
                  3.1.2;

         3.1.2    the secretary of Tarrant Company Limited shall issue new share
                  certificates in respect of the Shares in the names of Machrima
                  and its  nominee,  and  shall  be  irrevocably  instructed  by
                  Machrima to deliver the new share certificates directly to UPS
                  under and pursuant to the Machrima Charge Over Shares; and

         3.1.3    upon UPS being  satisfied  that its  security  interest in the
                  Shares  under  the  Machrima   Charge  Over  Shares  has  been
                  perfected,  UPS shall  release and  discharge  the Charge Over
                  Shares and the security thereby created.

4.       LAW AND JURISDICTION

4.1      This  Agreement and the rights and  obligations  of the parties  hereto
         shall be governed by and construed in accordance  with the laws of Hong
         Kong.

4.2      Each of the  parties to this  Agreement  agrees that the courts of Hong
         Kong shall have  non-exclusive  jurisdiction  to hear and determine any
         suit, action or proceeding,  and to settle any dispute, which may arise
         out of or in connection  with this  Agreement  and, for such  purposes,
         irrevocably submits to the jurisdiction of such courts.

IN WITNESS  WHEREOF the parties have  executed  this  Agreement the day and year
first before written.


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                             SCHEDULE 1: THE SHARES



REGISTERED HOLDER                  NUMBER OF ORDINARY SHARES       CERTIFICATE
                                       OF HK$1.00 EACH IN              NO(S)
                                    TARRANT COMPANY LIMITED
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Fashion Resource (TCL), Inc.                599,999                   - 19 -

Gerard Rose                                       1                   - 17 -
(Alias: Gerard Guez)

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Signed by   /s/ PATRICK CHOW                         )
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For and on behalf of                                 )
FASHION RESOURCE (TCL), INC.                         )
in the presence of:        ANTONIO SILVA             )
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Signed by                                            )
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For and on behalf of                                 )
UPS CAPITAL GLOBAL                                   )
TRADE FINANCE CORPORATION                            )
in the presence of:                                  )
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ACKNOWLEDGED AND AGREED BY :


/S/ EDDY YUEN
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EDDY YUEN, AUTHORIZED SIGNATORY
FOR AND ON BEHALF OF TARRANT COMPANY LIMITED


ACKNOWLEDGED AND AGREED BY :


/S/ EDDY YUEN
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EDDY YUEN, AUTHORIZED SIGNATORY
FOR AND ON BEHALF OF MARBLE LIMITED


ACKNOWLEDGED AND AGREED BY :


/S/ EDDY YUEN
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EDDY YUEN, AUTHORIZED SIGNATORY
FOR AND ON BEHALF OF TRADE LINK HOLDINGS LIMITED


ACKNOWLEDGED AND AGREED BY :


/S/ PATRICK CHOW
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PATRICK CHOW, CFO
FOR AND ON BEHALF OF TARRANT APPAREL GROUP



ACKNOWLEDGED AND AGREED BY :


/S/ GERARD GUEZ
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MR GERARD GUEZ