EXHIBIT 10.31.5

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                           DATED 23RD DECEMBER, 2003
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                           TARRANT COMPANY LIMITED (1)
                                       AND
                               MARBLE LIMITED (2)
                                       AND
                         TRADE LINK HOLDINGS LIMITED (3)
                                 (AS BORROWERS)

                                       AND

                UPS CAPITAL GLOBAL TRADE FINANCE CORPORATION (4)
                                   (AS AGENT)
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                             FIFTH DEED OF VARIATION
                                       TO
                      SYNDICATED LETTER OF CREDIT FACILITY
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                              BARLOW LYDE & GILBERT
                                   24TH FLOOR
                            NINE QUEEN'S ROAD CENTRAL
                                    HONG KONG
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<PAGE>


THIS DEED is made the 23rd day of December, 2003.

BETWEEN:

(1)      TARRANT  COMPANY  LIMITED a  company  incorporated  in Hong Kong  under
         company number 163310 with its registered office at 13th Floor,  Lladro
         Centre, 72-80 Hoi Yuen Road, Kwun Tong, Kowloon, Hong Kong ("TARRANT");

(2)      MARBLE LIMITED a company incorporated in Hong Kong under company number
         399753 with its registered office at 13th Floor,  Lladro Centre,  72-80
         Hoi Yuen Road, Kwun Tong, Kowloon, Hong Kong ("MARBLE");

(3)      TRADE LINK HOLDINGS  LIMITED a company  incorporated in Hong Kong under
         company number 592076 with its registered office at 13th Floor,  Lladro
         Centre,  72-80 Hoi Yuen Road,  Kwun Tong,  Kowloon,  Hong Kong  ("TRADE
         LINK"); and

(4)      UPS CAPITAL GLOBAL TRADE FINANCE CORPORATION (the "AGENT").

WHEREAS:

(A)      Under the terms of a  syndicated  letter of credit  facility  agreement
         (the "FACILITY  AGREEMENT"  such  expression  shall include the same as
         from time to time amended,  supplemented  or modified)  entered into on
         13th June 2002 by and between the Borrowers and the Beneficiaries,  the
         Agent (in its  capacity as the  Issuer)  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 a Deed of Variation to the Facility Agreement (the "FIRST DEED OF
         VARIATION")  entered  into on 26th  February,  2003 by and  between the
         Borrowers and the Agent,  the parties  thereto agreed to vary the terms
         of the Facility Agreement as set out in the First Deed of Variation.

(C)      Under a  further  Deed of  Variation  to the  Facility  Agreement  (the
         "SECOND  DEED OF  VARIATION")  entered  into on 19th  May,  2003 by and
         between the Borrowers and the Agent, the parties thereto agreed to vary
         the terms of the  Facility  Agreement  as set out in the Second Deed of
         Variation.

(D)      Under a further Deed of Variation to the Facility Agreement (the "THIRD
         DEED OF VARIATION")  entered into on 2nd June,  2003 by and between the
         Borrowers and the Agent,  the parties  thereto agreed to vary the terms
         of the Facility Agreement as set out in the Third Deed of Variation.

(E)      Under a  further  Deed of  Variation  to the  Facility  Agreement  (the
         "FOURTH  DEED OF  VARIATION")  entered  into on 18th June,  2003 by and
         between the Borrowers and the Agent, the parties thereto agreed to vary
         the terms of the  Facility  Agreement  as set out in the Fourth Deed of
         Variation.


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<PAGE>


(F)      The Borrowers have requested the Agent,  and the Agent (in its capacity
         as the  Issuer)  has  agreed  in  principle,  to the  amendment  of the
         financial covenants and undertakings as hereinafter set out.

(G)      The parties hereto have therefore agreed,  pursuant to Clause 23 of the
         Facility Agreement,  to vary the terms of the Facility Agreement as set
         out in this Deed of Variation.

NOW THIS DEED HEREBY WITNESSETH as follows:-

1.       DEFINITIONS AND INTERPRETATION

         Words and phrases  which are not defined or  construed  in this Deed of
         Variation but which are defined or construed in the Facility Agreement,
         the Companies Ordinance or the Bankruptcy  Ordinance shall be construed
         as having the  meanings  ascribed to them  therein.  To the extent that
         there is any inconsistency  between the terms of this Deed of Variation
         and the Facility  Agreement,  the terms of this Deed of Variation shall
         prevail.  References  to clause  numbers  are to those  clauses  in the
         Facility Agreement, unless indicated otherwise.

2.       VARIATION

2.1      The parties  hereto hereby agree that the Facility  Agreement  shall be
         varied in the following manner:-

         2.1.1    By the deletion in its entirety of Clause 10.4 of the Facility
                  Agreement, and the substitution therefor with the following:

                  "10.4    FINANCIAL RATIOS

                           EACH  OF THE  BORROWERS  SHALL  ENSURE  THAT,  AT ALL
                           TIMES,  THE FINANCIAL  CONDITION OF TAG AND THE GROUP
                           (ON A  CONSOLIDATED  BASIS),  MEASURED ON A QUARTERLY
                           BASIS, SHALL BE SUCH THAT:

                           10.4.1   TANGIBLE NET WORTH: TANGIBLE NET WORTH SHALL
                                    BE NOT LESS THAN THE  FOLLOWING  AMOUNTS  ON
                                    THE FOLLOWING DATES:

                                    DATE                    TANGIBLE NET WORTH
                                    ---------------------   --------------------
                                    30TH SEPTEMBER, 2003    US$65,000,000
                                    31ST DECEMBER 2003      US$65,000,000
                                    ---------------------   --------------------

                           10.4.2   FIXED  CHARGE  COVERAGE:  THE  RATIO  OF (I)
                                    EBITDA TO (II) CASH  INTEREST  EXPENSE AS AT
                                    THE FOLLOWING DATES, CALCULATED ON EACH SUCH
                                    DATE  USING THE  RESULTS  ON THE DATE OF THE
                                    FISCAL QUARTER  SPECIFIED BELOW AND THE LAST
                                    DAY  OF  EACH  OF  THE   THREE   IMMEDIATELY
                                    PRECEDING FISCAL QUARTERS,  SHALL EXCEED THE
                                    RATIO SPECIFIED BELOW:

                                    DATE                    RATIO
                                    ---------------------   --------------------
                                    30TH SEPTEMBER, 2003    0.75:1
                                    31ST DECEMBER 2003      0.74:1
                                    ---------------------   --------------------


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                           10.4.3   TOTAL LEVERAGE RATIO: THE RATIO OF (I) TOTAL
                                    LIABILITIES  TO (II)  TANGIBLE  NET WORTH ON
                                    THE DATES  SPECIFIED  BELOW SHALL NOT EXCEED
                                    THE CORRESPONDING RATIO SPECIFIED BELOW:

                                    DATE                    RATIO
                                    ---------------------   --------------------
                                    30TH SEPTEMBER, 2003    3:1
                                    31ST DECEMBER, 2003     2.55 : 1
                                    ---------------------   --------------------

                           ALL AS  CALCULATED  BY  REFERENCE  TO THE  ACCOUNTING
                           INFORMATION (THE "RELEVANT  ACCOUNTING  INFORMATION")
                           MOST RECENTLY  DELIVERED  UNDER THIS AGREEMENT  BEING
                           (I) THE ANNUAL AUDITED FINANCIAL STATEMENTS DELIVERED
                           UNDER CLAUSE  10.2.1 AND (II) EACH SET OF  MANAGEMENT
                           ACCOUNTS (AS  CONSOLIDATED  FOR THE  RELEVANT  FISCAL
                           QUARTER) DELIVERED UNDER CLAUSE 10.2.2.

                           10.4.4   TO THE EXTENT THAT ANY FINANCIAL INFORMATION
                                    FOR  THE   CALCULATION   OF  THE   FOREGOING
                                    FINANCIAL  RATIOS IS IN MEXICAN  PESOS,  THE
                                    BORROWERS  ACKNOWLEDGE THAT A FIXED EXCHANGE
                                    OF 10.4176  MEXICAN PESOS TO 1 UNITED STATES
                                    DOLLARS SHALL BE APPLIED."


3.       GENERAL

3.1      The parties hereto hereby acknowledge and confirm that:-

         3.1.1    the terms of the  Facility  Agreement as varied and amended in
                  accordance  with this Deed of  Variation  shall remain in full
                  force and effect; and

         3.1.2    neither the  obligations  of any  Borrower  nor the rights and
                  remedies  of the  Agent  under  the  Facility  Agreement,  any
                  Security  Document or any other Finance  Document or otherwise
                  conferred by law shall be  discharged,  prejudiced or impaired
                  by reason of the  execution  of this Deed of  Variation or the
                  variation  of  the  terms  and   conditions  of  the  Facility
                  Agreement in accordance with this Deed of Variation.

3.2      This Deed of  Variation  may be executed in any number of  counterparts
         and by the different  parties hereto on separate  counterparts  each of
         which when so executed  and  delivered  shall be  original  but all the
         counterparts together shall constitute one and the same instrument.

3.3      This Deed of Variation  shall be governed and  construed in  accordance
         with the laws of the Hong  Kong  Special  Administrative  Region of the
         People's  Republic of China and the parties  hereto  agree to submit to
         the  non-exclusive  jurisdiction of the Courts of the Hong Kong Special
         Administrative Region of the People's Republic of China.



IN WITNESS WHEREOF this Deed of Variation has been entered into the day and year
first above written.


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THE BORROWERS


THE COMMON SEAL of              )
TARRANT COMPANY LIMITED         )
was hereunto affixed            )
in the presence of:             )


--------------------------
DIRECTOR


--------------------------
DIRECTOR/SECRETARY




THE COMMON SEAL of              )
MARBLE LIMITED                  )
was hereunto affixed            )
in the presence of:             )


--------------------------
DIRECTOR


--------------------------
DIRECTOR/SECRETARY




THE COMMON SEAL of              )
TRADE LINK HOLDINGS LIMITED     )
was hereunto affixed            )
in the presence of:             )


--------------------------
DIRECTOR


--------------------------
DIRECTOR/SECRETARY


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THE AGENT


SIGNED for and on behalf of     )
UPS CAPITAL GLOBAL              )
TRADE FINANCE CORPORATION       )
by:                             )
in the presence of:             )             _____________________________
                                              SIGNATURE


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WITNESS


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