EXHIBIT 10.16.15


                         GUARANTY AND SECURITY AGREEMENT

   Borrowers:     Tarrant  Company  Limited  ("TCL"),  Marble Limited ("ML") and
                  Trade  Link  Holdings  Limited  ("TLHL"),   each  corporations
                  organized  under the laws of Hong Kong  (TCL,  ML and TLHL may
                  hereinafter be referred to  collectively  as  "BORROWERS"  and
                  individually as "BORROWER")


         WHEREAS,  the undersigned,  TARRANT LUXEMBOURG SARL, a company existing
under the laws of Luxembourg  (the  "PARENT"),  has  requested  that UPS CAPITAL
GLOBAL TRADE FINANCE  CORPORATION (herein called "LENDER") extend credit or make
certain financial  accommodations to Borrowers,  or renew or extend, in whole or
in part,  existing  indebtedness  or  financial  accommodations  of Borrowers to
Lender,  and  Lender  has  extended  credit  or  extended  or  renewed  existing
indebtedness  or made financial  accommodations  and/or may in the future extend
credit  or extend  or renew  existing  indebtedness  or make  certain  financial
accommodations  by reason of such request and in reliance upon this Guaranty and
Security Agreement;

         NOW,  THEREFORE,  in  consideration  of ten  dollars and other good and
valuable  consideration,  the  receipt  and  sufficiency  of  which  are  hereby
acknowledged the parties hereto agree as follows:

         1.       GUARANTEE.  The Parent  hereby  unconditionally  guarantees to
Lender the punctual payment when due, whether by acceleration or otherwise,  and
at all times thereafter, of all indebtedness and other obligations of Borrowers,
or any of them, or any other person,  to Lender (herein  called the  "GUARANTEED
OBLIGATIONS")  arising  pursuant to that  certain Loan  Agreement  relating to a
US$5,000,000 loan, dated the date hereof,  among Borrowers and Lender, as it may
be modified, amended, restated,  supplemented or expanded from time to time (the
"LOAN  AGREEMENT"),  and the  other  Finance  Documents.  References  herein  to
Borrowers, or any of them, shall be deemed to include,  without limitation,  any
successor  corporations  to such  Borrower or Borrowers.  Any other  capitalized
terms used herein,  but not expressly  defined  herein,  shall have the meanings
given to such terms in the Loan Agreement;  provided that references  therein to
"Borrower,"  "Borrowers,"  "Obligor" or "Obligors" shall be deemed references to
the Parent for purposes hereof.

         2.       CONSENT OF THE PARENT.  The Parent consents that, at any time,
and from time to time,  either with or without  consideration,  the whole or any
part of any security now or hereafter held for any Guaranteed Obligations may be
substituted,  exchanged, compromised, impaired, released, or surrendered with or
without  consideration;   the  time  or  place  of  payment  of  any  Guaranteed
Obligations or of any security  thereof may be changed or extended,  in whole or
in part; Borrowers, or any of them, may be granted indulgences generally; any of
the  provisions  of any  note or  other  instrument  evidencing  any  Guaranteed
Obligations or any security therefor may be modified or waived; any party liable
for the payment  thereof  (including but not being limited to any  co-guarantor)
may be granted  indulgences or released;  neither the  termination of existence,
bankruptcy  nor lack of authority of  Borrowers,  or any of them,  or any one or
more of the  guarantors,  including  the  Parent,  shall  affect the  continuing
obligation of any other guarantor,  including the Parent, and that no claim need
be asserted against the personal representative, guardian, custodian, trustee or
debtor in  bankruptcy  or receiver  of any  deceased,  incompetent,  bankrupt or
insolvent guarantor;  any deposit balance to the credit of Borrowers,  or any of
them, or any other party liable for the payment of the Guaranteed Obligations or
liable upon any  security  therefor may be  released,  in whole or in part,  at,
before  and/or  after  the  stated,  extended  or  accelerated  maturity  of any
Guaranteed Obligations;  and Lender may release, discharge,  compromise or enter
into  any  accord  and  satisfaction  with  respect  to any  collateral  for the
Guaranteed  Obligations,  or the liability of Borrowers,  or any of them, or the
Parent, or any liability of any other person primarily or secondarily  liable on
any of the  Guaranteed  Obligations,  all without notice to or further assent by
the Parent,  who shall remain bound hereon,  notwithstanding  any such exchange,
compromise,   surrender,   extension,   renewal,   acceleration,   modification,
indulgence, release, discharge or accord and satisfaction.


<PAGE>


         3.       PAYMENT UPON DEFAULT; SECURITY FOR GUARANTEED OBLIGATIONS. The
security  interest and security  title granted by the Parent under this Guaranty
and Security Agreement secures the payment of all of the Guaranteed Obligations.
Without limiting any of the foregoing,  upon demand by Lender,  made at any time
hereafter  during  which an "Event of  Default"  (as that  term is  defined  and
described in the Loan  Agreement)  has occurred  and is  continuing,  the Parent
agrees to pay to Lender  upon  demand  the full  amount  which  would be payable
hereunder  by the Parent if all such  Guaranteed  Obligations  were then due and
payable and this  Guaranty  and  Security  Agreement  secures the payment of all
amounts which constitute part of the Guaranteed Obligations and would be owed by
the  Borrowers  or the  Parent  to  Lender  but  for  the  fact  that  they  are
unenforceable or not allowable due to the existence of an insolvency  proceeding
involving the Borrowers or the Parent.

         4.       GUARANTY OF PAYMENT.  THIS IS A GUARANTY OF PAYMENT AND NOT OF
COLLECTION.  The liability of the Parent on this Guaranty and Security Agreement
shall be continuing, direct and immediate and not conditional or contingent upon
either the pursuit of any remedies  against  Borrowers,  or any of them,  or any
other  person or  foreclosure  of any security  interests or liens  available to
Lender, its successors,  endorsees or assigns. Lender may accept any payment(s),
plan for adjustment of debts, plan of reorganization or liquidation,  or plan of
composition  or  extension  proposed by, or on behalf of,  Borrowers,  or any of
them, or any other  guarantor  without in any way affecting or  discharging  the
liability of the Parent hereunder.  If the Guaranteed  Obligations are partially
paid,  the Parent shall remain  jointly and severally  liable for any balance of
such  Guaranteed  Obligations.  This  Guaranty and Security  Agreement  shall be
revived  and  reinstated  in the event  any  payment  received  by Lender on any
Obligation is required to be repaid or rescinded under present or future federal
or state law or regulation relating to bankruptcy, insolvency or other relief of
debtors.

         5.       GRANT OF  SECURITY.  The Parent  hereby  grants,  assigns  and
pledges to Lender a security  interest in and security title to (together with a
right of setoff)  the  following  property  of the  Parent,  including,  without
limitation,  the Parent's  right,  title and  interest in and to the  following,
whether now owned and  existing or  hereafter  created or acquired  and wherever
located,  and all substitutions  therefor,  accessions  thereto and improvements
thereon (collectively,  the "COLLATERAL"), to secure prompt repayment of any and
all of the Guaranteed Obligations and to secure prompt performance by the Parent
of its covenants  and duties under the Guaranty and the other Finance  Documents
to which it is a party:

                  (a)      any and all  Inventory  (as  defined  in the  Uniform
Commercial Code) financed pursuant to the Facility Agreement,  acquired directly
or indirectly by the Parent from one or more Borrowers (the "INVENTORY"); and

                  (b)      proceeds   and   products,    whether   tangible   or
intangible,  of any of the foregoing,  including  proceeds of insurance covering
any  or  all  of the  foregoing,  and  any  and  all  accounts,  books,  general
intangibles,  inventory,  investment  property,  negotiable  collateral,  money,
deposit accounts,  or other tangible or intangible  property  resulting from the
sale, exchange, collection, or other disposition of any of the foregoing, or any
portion thereof or interest therein, and the proceeds thereof.

         To the extent not prohibited by law, the Parent hereby grants to Lender
a security interest in and security title and hereby assigns, pledges, transfers
and  conveys to Lender any balance or deposit  accounts  of the Parent,  whether
such accounts be general or special,  or individual or multiple party,  and upon
all drafts,  notes,  or other items  deposited  for  collection or presented for
payment  by the  Parent  with  Lender,  exclusive  of any such  property  in the
possession or control of Lender as a fiduciary  other than as agent,  and Lender
may at any time, without demand or notice,  appropriate and apply any of such to
the payment of any of the Guaranteed  Obligations,  as and when due,  except for
other indebtedness, obligations and liabilities owing to Lender.

         6.       THE PARENT  REMAINS  LIABLE.  Anything  herein to the contrary
notwithstanding,  (a) the Parent shall remain  liable  under any  contracts  and
agreements relating to the Collateral to the extent set forth therein to perform
all of the  duties  and  obligations  thereunder  to the same  extent as if this
Guaranty  and  Security  Agreement  had not been  executed,  (b) the exercise by
Lender of any of the rights  hereunder  shall not release the Parent from any of
its duties or  obligations  under any contracts and  agreements  relating to the
Collateral,  and (c) Lender shall not have any obligation or liability under any
contracts and  agreements  relating to the Collateral by reason of this Guaranty
and  Security  Agreement,  nor shall  Lender be  obligated to perform any of the
obligations or duties of the Parent  thereunder or to take any action to collect
or enforce any claim for payment assigned hereunder.


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<PAGE>


         7.       WAIVER.  The Parent expressly waives: (a) notice of acceptance
of this  Guaranty and Security  Agreement  and of all  extensions or renewals of
credit or other  financial  accommodations  to  Borrowers,  or any of them;  (b)
presentment  and demand for payment of any of the  Guaranteed  Obligations;  (c)
protest and notice of dishonor or of default to the Parent or to any other party
with  respect  to any of the  Guaranteed  Obligations  or  with  respect  to any
security  therefor;  (d) any invalidity or disability in whole or in part at the
time of the  acceptance of, or at any time with respect to, any security for the
Guaranteed  Obligations  or with respect to any party  primarily or  secondarily
liable for the payment of Guaranteed  Obligations  to Lender;  (e) the fact that
any security for the Guaranteed Obligations may at any time or from time to time
be in default or be  inaccurately  estimated or may deteriorate in value for any
cause whatsoever;  (f) any diligence in the creation or perfection of a security
interest or  collection  or protection  of or  realization  upon the  Guaranteed
Obligations  or any security  therefor,  any liability  hereunder,  or any party
primarily or secondarily  liable for the  Guaranteed  Obligations or any lack of
commercial  reasonableness,  except to the extent required by applicable law, in
dealing  with  any  security  for the  Guaranteed  Obligations;  (g) any duty or
obligation  on the part of  Lender  to  ascertain  the  extent  or nature of any
security  for the  Guaranteed  Obligations,  or any  insurance  or other  rights
respecting such security, or the liability of any party primarily or secondarily
liable  for the  Guaranteed  Obligations,  or to take any  steps or  actions  to
safeguard,   protect,  handle,  obtain  or  convey  information  respecting,  or
otherwise  follow in any manner,  any such security,  insurance or other rights;
(h) all benefits and defenses it may have under  California  Civil Code Sections
2845,  2849 and 2850 or any  similar  laws of Georgia or any other  jurisdiction
with  respect to its  obligations  under this  guaranty,  including  any duty or
obligation of Lender to proceed to collect the Guaranteed  Obligations  from, or
to commence an action against,  Borrowers,  or any of them, any other guarantor,
or any other  person,  or to resort to any  security  or to any  balance  of any
deposit  account or credit on the books of Lender in favor of Borrowers,  or any
of them,  or any other  person,  or pursue  any other  rights or remedy  for the
undersigned's benefit, despite any notice or request of the Parent to do so; (i)
any rights of the Parent pursuant to Official Code of Georgia Section 10-7-24 or
any similar or subsequent law; (j) the right to assert any of the benefits under
any statute providing appraisal or other rights which may reduce or prohibit any
deficiency  judgments in any foreclosure or other action;  (k) all other notices
to which the Parent  might  otherwise  be  entitled;  and (l) demand for payment
under this Guaranty and Security Agreement.  The Parent hereby expressly waives,
for Lender's benefit and the benefit of Borrowers, or any of them, and any other
guarantor,   maker  or  endorser  of  the  Guaranteed  Obligations,   until  the
termination of this Guaranty and Security  Agreement and the full payment of the
Guaranteed  Obligations any and all claims or actions against Borrowers,  or any
of them, any other  guarantor,  maker or endorser of the Guaranteed  Obligations
and any and all rights of recourse  against any property or assets of Borrowers,
or any of them,  any  other  guarantor,  maker  or  endorser  of the  Guaranteed
Obligations  (including,  without  limitation,  any security for the  Guaranteed
Obligations)  arising out of or related to any payment  made by the Parent under
this Guaranty and Security Agreement,  including,  without limitation, any claim
of the Parent for subrogation, reimbursement,  exoneration or indemnity that the
Parent may have against Borrowers, or any of them, or any other guarantor, maker
or  endorser  of the  Guaranteed  Obligations  and any benefit of, and any other
right to  participate  in, any security for the  Guaranteed  Obligations  or any
guaranty of the Guaranteed Obligations now or hereafter held by Lender.

         8.       REPRESENTATIONS,  WARRANTIES AND COVENANTS.  The Parent hereby
represents, warrants and covenants as follows:

                  (a)      The exact  legal  name of the  Parent is set forth in
the  introductory  paragraph of this  Guaranty and Security  Agreement,  and the
Parent does not conduct as of the date hereof,  and, during the five-year period
immediately  preceding the date hereof,  has not  conducted,  business under any
trade  name or other  fictitious  name other than those that may be set forth on
SCHEDULE 1 attached hereto. The Internal Revenue Service taxpayer identification
number of the Parent, if any, is set forth on SCHEDULE 1.

                  (b)      All of the  Inventory  of the Parent,  if any,  other
than  Inventory  in  transit,  is  located  in the  United  States at the places
specified in Schedule 2 attached  hereto.  The chief place of business and chief
executive  office of the Parent is at the  address  set forth on SCHEDULE 2. The
offices where the Parent keeps records  concerning its Collateral are located at
the addresses specified in SCHEDULE 2 attached hereto. None of the Collateral of
the Parent is evidenced by a promissory note or other  instrument,  other than a
note or other  instrument  which  has  been  delivered  to  Lender.  The  Parent
covenants  and agrees that it will not (i) maintain  Collateral  at any location
other than those listed on SCHEDULE 2 or in transit between such locations, (ii)
otherwise  change or add to any of such locations,  or (iii) change the location
of its principal place of business or chief executive  office from the locations
identified  as such on SCHEDULE 2, unless it gives  Lender at least  twenty (20)
days' prior written notice


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<PAGE>


thereof and executes any and all financing  statements and other  documents that
Lender reasonably requests in connection therewith.

                  (c)      SCHEDULE  3  attached   hereto  sets  forth  a  true,
complete and correct list of (i) all leases for real property on which Inventory
of the  Parent is stored  (together  with the name and  mailing  address of each
lessor with respect  thereto) and (ii) the name and address of each  location at
which  Inventory  of the Parent is stored with a  reprocessor,  warehouseman  or
other  bailee  (together  with  the  name  and  address  of  each   reprocessor,
warehouseman or bailee with respect thereto).

                  (d)      As of the  date  hereof,  the  Parent  owns  no  real
property.

                  (e)      This Guaranty and Security  Agreement creates a valid
security  interest  in the  Collateral  of the  Parent to the  extent a security
interest  therein can be created under Article 9 of the Uniform  Commercial Code
(the  "CODE"),  securing  the  payment of the  Guaranteed  Obligations,  and all
filings and other  actions  necessary  or  desirable to perfect and protect such
security  interest  have been duly taken or will have been taken upon the filing
of Uniform  Commercial Code financing  statements listing the Parent, as debtor,
and Lender,  as secured  party,  with the  Recorder of Deeds of the  District of
Columbia,  except for any action necessary to perfect Lender's security interest
in any Collateral to the extent a security  interest therein is not perfected by
the  filing of a  financing  statement  under the Code.  Upon the making of such
filings,  Lender shall have a perfected  security  interest in the Collateral of
the Parent to the extent such  security  interest can be perfected by the filing
of a financing statement under the Code.

                  (f)      The parties intend that all of the  Collateral  shall
remain  personal  property  regardless  of  the  manner  of  its  attachment  or
affixation to real property.

                  (g)      At any time upon the  request of  Lender,  the Parent
shall  execute  and  deliver to Lender all  financing  statements,  continuation
financing   statements,   fixture   filings,   security   agreements,   pledges,
assignments,  endorsements  of certificates  of title,  applications  for title,
affidavits,  reports, notices,  schedules of accounts,  letters of authority and
all other documents that Lender reasonably may request,  in form satisfactory to
Lender, to perfect and continue perfected the liens of Lender in the Collateral,
and in order to fully  consummate all of the  transactions  contemplated  by the
Loan Agreement and under the other Finance Documents.

                  (h)      The Parent is a corporation  duly  incorporated  or a
corporation  duly organized and validly  existing and in good standing under the
laws of the Grand Duchy of Luxembourg  having the power and authority to own its
assets and to conduct the business and operations  which it conducts or proposes
to conduct.

                  (i)      The Parent has full power and authority to enter into
and perform this Guaranty and Security  Agreement  and any other  document to be
entered  into by it pursuant  thereto and has taken all  necessary  corporate or
other action to authorize the execution,  delivery and  performance of each such
document.

                  (j)      All actions,  conditions  and things  required by all
applicable  laws and  regulations  to be taken,  fulfilled,  obtained or done in
order (i) to enable the Parent lawfully to enter into, exercise its rights under
and perform and comply with its  obligations  under this  Guaranty  and Security
Agreement and any other document to be entered into pursuant thereto and (ii) to
ensure that those  obligations  are valid,  legally  binding and  enforceable in
accordance with their respective terms.

                  (k)      The  execution  by the Parent of, and the exercise by
the Parent of its rights and  performance of or compliance  with its obligations
under this  Guaranty and Security  Agreement do not and will not (i) violate (A)
any law or  regulation to which it or any of its assets is subject or (B), to an
extent or in a manner which has or could have a material  adverse  effect on it,
any  agreement to which it is a party or which is binding on it or its assets or
(ii) conflict with its organizational documents and in particular will not cause
any limit on the borrowing or other powers of the Parent or the exercise of such
powers by its board of directors to be exceeded.

                  (l)      The obligations of the Parent under this Guaranty and
Security  Agreement are legal,  valid and binding and  enforceable in accordance
with their respective terms;


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<PAGE>


                  (m)      Except as disclosed  in writing and  attached  hereto
and agreed by Lender prior to the date of this Guaranty and Security  Agreement,
the  Parent  is not  involved  or  engaged  in any  litigation,  arbitration  or
administrative  proceedings  (whether  as  plaintiff  or  defendant)  which,  if
adversely  determined,  would be  reasonably  likely to have a material  adverse
effect on the Parent nor, to the best of its  knowledge is any such  litigation,
arbitration  or  administrative   proceedings  threatened,  nor  are  there  any
circumstances  likely  to  give  rise to any  such  litigation,  arbitration  or
proceedings.

                  (n)      The Parent is not in breach of or  default  under any
agreement or arrangement  or any statutory or legal  requirement to an extent or
in a manner which has or could reasonably be expected to have a material adverse
effect on the Parent and no Event of Default has occurred and is continuing.

                  (o)      No  encumbrance  exists  over the  present  or future
assets of the Parent except for encumbrances permitted in Section 8(jj)(vii).

                  (p)      The  execution  by the  Parent of this  Guaranty  and
Security  Agreement and the exercise by the Parent of its rights and performance
of or  compliance  with  its  obligations  thereunder  will  not  result  in the
existence of or oblige the Parent to create any  encumbrance  over all or any of
its present or future assets except for encumbrances permitted herein.

                  (q)      The financial  statements of the Parent were prepared
in accordance with GAAP and give a true and fair view of the financial condition
of the Parent at the date as of which they were  prepared and the results of the
Parent's  business  and  operations  during  the  financial  year then ended and
disclose or reserve  against all  liabilities  (contingent  or otherwise) of the
Parent  as at that  date  and all  unrealized  or  anticipated  losses  from any
commitment  entered  into by each member of the Group and which  existed on that
date.

                  (r)      The   Parent   has   no   indebtedness   except   for
indebtedness  permitted  herein and indebtedness as of the date hereof disclosed
on SCHEDULE 4 hereto.

                  (s)      The Parent is in compliance in all material  respects
with applicable  Environmental  Laws and no condition exists or act or event has
occurred  which  could  give rise to any  material  breach  of, or any  material
liability of any kind under, any Environmental Laws.

                  (t)      The  Parent  is in  possession  of all  Environmental
Authorizations  required for the conduct of its business or  operations  (or any
part  thereof) and the Parent has not breached any of the terms or conditions of
any such  Environmental  Authorization,  except where any failure to possess any
such  Environmental  Authorization or any breach thereof could not reasonably be
expected to have a material adverse effect on the Parent.

                  (u)      The Parent has not received  any summons,  complaint,
order or similar written notice that it is not in compliance with, or any public
authority is investigating its compliance with, any  Environmental  Laws or that
it is or may be liable to any other  person as a result of a potential or actual
discharge of a Hazardous Substance; and

                  (v)      The Parent has not  received  notice that its present
or past operations is the subject of any  investigation  by any public authority
evaluating  whether any  remedial  action is needed to respond to a potential or
actual discharge of a Hazardous Substance.

                  (w)      To the knowledge of the Parent,  upon due inquiry, no
Hazardous Substance has at any time been used,  disposed of, generated,  stored,
transported,  dumped, released, deposited, buried, discharged or emitted at, on,
from or under any premises owned, leased, occupied or controlled by the Parent.

                  (x)      The Parent has not entered into any  negotiations  or
settlement agreements with any person (including,  without limitation, any prior
owner of its property)  imposing material  obligations or liabilities on it with
respect to any remedial action in response to the potential or actual  discharge
of a Hazardous Substance or environmentally related claim;


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<PAGE>


                  (y)      The  Parent  has  filed  all tax  returns  and  other
reports  required to be filed and has paid all taxes due and payable by it (save
where the same are being contested in good faith and by appropriate  proceedings
and where adequate  reserves are being  maintained with respect  thereto) and no
material  claims  are being  asserted  with  respect  to taxes  save for  normal
assessments.

                  (z)      There  has been no  material  adverse  change  in the
financial  condition  of the  Parent  since  the date to which  the most  recent
financial  statements  delivered to Lender were made up nor in the  consolidated
financial  condition,  business,  assets or  operations of the Parent since that
date.

                  (aa)     All information provided by the Parent to Lender from
time to time in  connection  herewith  was  true  and  correct  in all  material
respects  as at its date or as at the date it was  provided  and did not at that
date omit anything  material and no adverse  change has occurred since such date
which renders any such information misleading in a material respect; in addition
full  disclosure  has been made to Lender  prior to the date hereof of all other
facts in relation to the assets of the Parent as are material and ought properly
to be made known to any person  proposing to advance  moneys or make  facilities
available  to the Parent and to enable a true and correct view of such assets to
be obtained and all  expressions of expectation,  intention,  belief and opinion
contained  therein were correct in all  material  respects and honestly  made on
reasonable grounds after due and careful enquiry.

                  (bb)     The Parent has not done or omitted to do or  suffered
anything to be done or not to be done which has or might  render any policies of
insurance  taken out by it void or voidable  and, to the best of its  knowledge,
information  and belief,  there are no  circumstances  which would or might give
rise to any material claim under any such policies of insurance.

                  (cc)     All necessary  licenses,  consents and authorizations
have been  obtained  by the  Parent  for the  carrying  on of its  business  and
operations as the same are currently carried on in all material respects and are
in full force and effect and there are no circumstances  which indicate that any
of such licenses,  consents and authorizations are likely to be revoked in whole
or in part in the ordinary course of events the effect of which revocation would
be likely to have a material adverse effect on any Parent.

                  (dd)     The  Parent  has not taken any  corporate  action nor
have any other  steps been taken or legal  proceedings  been  started or (to the
best of the Parent's knowledge and belief) threatened against the Parent for its
winding-up,  dissolution  or  re-organization  (other than for the purposes of a
bona fide solvent scheme of reconstruction or amalgamation  previously  approved
in  writing  by Lender) or for the  appointment  of a  receiver,  administrator,
administrative  receiver,  trustee or similar  officer of it or of any or all of
its assets.

                  (ee)     The  Parent  shall  maintain,  at all  times,  books,
records and accounts which are complete and correct in all material respects and
in relation to which timely entries are made of their transactions in accordance
with GAAP. The Parent shall,  by means of appropriate  entries,  reflect in such
accounts and in all financial statements proper liabilities and reserves for all
taxes and proper  provision for depreciation and amortization of any property or
asset and bad debts, all in accordance with GAAP.

                  (ff)     The  Parent  shall  without   notice   following  the
occurrence of a Default which is  continuing,  or otherwise  upon  receiving not
less than  forty-eight (48) hours' notice from Lender at any reasonable time and
by  arrangement  with the  Parent,  permit and procure  that the Parent  permits
Lender or any person  authorized  by Lender to have access to its  premises  and
accounting  records and to make extracts from and take copies of its  accounting
records and to discuss any matter with any of its  personnel  and  officers  and
make such  inquiries as Lender may  reasonably  require  from time to time,  the
reasonable costs and expenses properly incurred thereby to be for the account of
the relevant Parent.

                  (gg)     [Intentionally omitted].

                  (hh)     The  Parent  shall  deliver  to Lender in  sufficient
copies for Lender:


                                       6
<PAGE>


                           (i)      as soon as the same become available, but in
any event within 100 days after the end of each  Financial  Year,  its financial
statements  for such  Financial  Year together with the audited  accounts of the
Parent for such Financial Year;

                           (ii)     as soon as the same become available, but in
any event within 45 days of the end of each Management  Accounting  Period,  its
Management Accounts as at the end of and for that Management  Accounting Period,
and a consolidation of those Management  Accounts showing the financial position
for the Financial Year to date;

                           (iii)    together with the delivery of the Management
Accounts,  a compliance  certificate duly signed by one of its directors and its
chief financial or accounting  officer  confirming that, at all times during the
relevant  Management  Accounting  Period,  all the  financial  covenants set out
herein have been fully complied with;

                           (iv)     at the same time as sent to its shareholders
or creditors generally, any circular, document or other written information sent
to its shareholders or creditors as such; and

                           (v)      from time to time on the  request of Lender,
such information about the business,  operations and financial  condition of the
Parent as Lender may reasonably require.

                  (ii)     The Parent shall ensure that:

                           (i)      each set of financial  statements  delivered
by it is prepared using the same accounting principles and policies as were used
in the preparation of its original financial  statements delivered to Lender and
gives a true and fair view of the  financial  condition of the Parent and of the
result of its business and operations during such period;

                           (ii)     each set of financial  statements  delivered
by it to Lender  pursuant to (gg)(i)  above has been audited by its Auditors and
each set of  Management  Accounts  delivered  by it has been  certified as being
correct by the Parent, acting through its chief financial or accounting officer,
subject to normal year-end adjustments.

                  (jj)     The Parent undertakes that:

                           (i)      it will obtain, comply with the terms of and
do  all  that  is   necessary   to   maintain  in  full  force  and  effect  all
authorizations, approvals, licenses and consents required by all applicable laws
and regulations to enable it lawfully to enter into, perform and comply with its
obligations  hereunder or any document to be entered into pursuant  hereto or to
ensure the legality,  validity,  enforceability  or admissibility in evidence of
such documents and, if different,  its  jurisdiction  of  incorporation  and any
jurisdiction in which any of its assets may be situated;

                           (ii)     it will  maintain  policies of  insurance on
and in relation to its business and assets with financially  sound and reputable
insurers  acceptable to Lender against such risks and to such extent as is usual
for companies carrying on a business such as that carried on by the Parent whose
practice is not to self insure;

                           (iii)    it will comply in all material respects with
all  applicable  laws  and  regulations  including,   without  limitation,   any
applicable Environmental Laws;

                           (iv)     it has the right to conduct its business and
operations as they are conducted in all applicable jurisdictions and will do all
things  necessary  (including  compliance  with all terms and  conditions of any
licenses and consents) to obtain, preserve and keep in full force and effect all
rights,  licenses  and  authorizations   (including,   without  limitation,  all
Environmental  Authorizations)  and consents as are necessary for the conduct of
such business and operations;


                                       7
<PAGE>


                           (v)      it  will   duly  and   punctually   pay  and
discharge (A) all taxes imposed upon it or its  properties  (save where the same
are being  contested  in good  faith and by  appropriate  proceedings  and where
adequate  reserves are being maintained with respect thereto) and (B) all lawful
claims  which,  if  unpaid,  would by law  become  encumbrances  upon any of the
Collateral;

                           (vi)     it will  promptly  notify  Lender in writing
(in reasonable detail and setting out the action that is proposed to be taken in
relation  to it) of the  occurrence  of any Default  and, as soon as  reasonably
practicable  following  receipt of a written request to that effect from Lender,
confirm to Lender that, save as previously  notified to Lender or as notified in
such confirmation, no Default has occurred.

                           (vii)    it will not,  without  the prior  consent of
Lender,  create, agree to create or permit to subsist any encumbrance on or over
its respective  assets to secure any  indebtedness  of any person other than the
following:

                                    (A)      any  encumbrance  on  or  over  the
                  assets of the Parent  subsisting  at the date of this Guaranty
                  and Security Agreement and agreed to by Lender, provided that,
                  except  with the  prior  consent  of  Lender,  the  principal,
                  capital or nominal amount secured by any such  encumbrance may
                  not be  increased  beyond  the  maximum  amount  which  may be
                  secured by the relevant encumbrance at the date hereof;

                                    (B)      liens  arising  solely by operation
                  of law incurred in the ordinary  course of business and not in
                  connection  with  the  borrowing  of  money,  for sums not yet
                  overdue;

                                    (C)      encumbrances  arising  out of title
                  retention  provisions in a supplier's  standard  conditions of
                  supply (any such standard  conditions to have been approved by
                  Lender) in respect of goods acquired by the relevant person in
                  the ordinary course of trading; and

                                    (D)      any other  encumbrance  created  or
                  outstanding with the prior written consent of Lender.

                           (viii)   without the prior  consent of Lender  (which
may be subject to,  inter alia,  the  application  of all proceeds of a disposal
towards  prepayment of the  Obligations  in such manner as Lender may reasonably
require), it will not (whether by a single transaction or a number of related or
unrelated  transactions and whether at one time or over a period of time), sell,
transfer,  assign, lease out, lend or otherwise dispose of (whether outright, by
a sale and  repurchase or sale and leaseback  arrangement or otherwise) any part
of its assets  (other than any sale of goods or services in the ordinary  course
of its  business)  having an aggregate  value in excess of $1,000,000 in any one
Financial Year.

                           (ix)     it  will   not   incur   or   maintain   any
indebtedness other than:

                                    (A)      indebtedness guaranteed hereunder;

                                    (B)      the  guarantee by the Parent of the
                  indebtedness  under the  Facility  Agreement  and the Facility
                  Documents (as defined in the Facility Agreement);

                                    (C)      suppliers'  credit  extended in the
                  ordinary course of trading and on arms' length terms;

                                    (D)      indebtedness between members of the
                  Group as disclosed to and permitted by Lender;

                                    (E)      loans  from its major  shareholders
                  (provided  that  all  such  loans  are   subordinated  to  the
                  guaranteed indebtedness hereunder;


                                       8
<PAGE>


                                    (F)      [Intentionally omitted]; and

                                    (G)      loans by the  Parent  to any  other
                  person not in excess of  $1,000,000  in the  aggregate  at any
                  given time.

                           (x)      it will not make any loans, grant any credit
(save in the  ordinary  course of trading) or give any  guarantee  to or for the
benefit of any person or otherwise  voluntarily  assume any  liability,  whether
actual or contingent,  in respect of any obligation of any other person (save as
required hereunder) in excess of US$1 million in aggregate.

                           (xi)     it will  ensure  that  there is no  material
change in the nature of its business or operations or the business or operations
of the Group taken as a whole  (whether by a single  transaction  or a number of
related or unrelated transactions,  whether at one time or over a period of time
and whether by disposal, acquisition or otherwise).

                           (xii)    it will not,  without the prior  approval of
Lender,  change, and will procure that no other member of the Group changes, its
accounting reference date.

                           (xiii)   save with Lender's prior written consent, it
will not, directly or indirectly, organize or acquire any Subsidiary (other than
those in  existence  as at the date hereof and which have been advised to Lender
in writing).

                           (xiv)    save with Lender's prior written consent, it
will not make any acquisitions of a capital asset,  enter into any finance lease
or any other capital asset commitment, or otherwise make any capital expenditure
involving  payments in excess of  $5,000,000  in the  aggregate in any Financial
Year,  other than any budgeted  capital  expenditure  which has been approved by
Lender.

                           (xv)     Unless  Lender  shall  be  satisfied  in its
reasonable  determination of the compliance and anticipated continued compliance
with all financial  ratios set out herein,  it will not pay, make or declare any
dividend or other  distribution  nor repay or permit to be repaid any  unsecured
loan stock or other subordinated indebtedness.

                           (xvi)    it will not make any  change in its  capital
structure  or its  jurisdiction  of  formation  save  where  made with the prior
consent of Lender, not to be unreasonably withheld or delayed.

         Each of the  representations  and  warranties  set forth herein will be
correct  and  complied  with on the date  hereof  and will also be  correct  and
complied with each date on which a Letter of Credit is issued or requested to be
issued as if repeated then by reference to the then existing circumstances.  The
undertakings  herein  shall  remain in force from the date hereof and so long as
any amount is outstanding hereunder.

         9.       FURTHER ASSURANCES.

                  (a)      The Parent  agrees that from time to time, at its own
expense,  the Parent will promptly  execute and deliver all further  instruments
and documents, and take all further action, that may be necessary or that Lender
may reasonably  request,  in order to perfect and protect any security  interest
granted or  purported to be granted  hereby or to enable  Lender to exercise and
enforce its rights and remedies hereunder with respect to any of the Collateral.
Without limiting the generality of the foregoing, the Parent shall upon Lender's
request,  execute  and  file  such  financing  or  continuation  statements,  or
amendments  thereto,  and such other instruments or notices, as may be necessary
or as Lender may request, in order to perfect and preserve the security interest
granted or purported to be granted hereby.

                  (b)      The Parent  hereby  authorizes  Lender  and  appoints
Lender  its  attorney-in-fact  to file  one or more  financing  or  continuation
statements,  and  amendments  thereto,  relating  to  all  or  any  part  of the
Collateral  without its signature  where  permitted by law. A photocopy or other
reproduction of this Guaranty and


                                       9
<PAGE>


Security  Agreement or any financing  statement  covering the  Collateral or any
part thereof  shall be sufficient as a financing  statement  where  permitted by
law.

         10.      CONSIDERATION.    The   Parent   expressly    represents   and
acknowledges  that any  loans or other  financial  accommodations  by  Lender to
Borrowers,  or any of them, are and will be to the direct interest and advantage
of the Parent.

         11.      AGENT   APPOINTED   ATTORNEY-IN-FACT.    The   Parent   hereby
irrevocably  makes,  constitutes  and appoints  Lender,  and its  successors  or
assigns, as its attorney-in-fact,  with full authority in the place and stead of
the Parent and in the name of the Parent or otherwise,  at such time as an Event
of Default has occurred and is continuing under the Loan Agreement,  to take any
action  and to  execute  any  instrument  which  Lender  may deem  necessary  or
advisable to accomplish  the purposes of this  Guaranty and Security  Agreement,
including, without limitation:

                  (a)      to  ask,   demand,   collect,   sue   for,   recover,
compromise,  receive and give  acquittance  and  receipts  for moneys due and to
become due under or in connection with the Collateral of the Parent;

                  (b)      to receive and open all mail  addressed to the Parent
and to notify postal  authorities to change the address for the delivery of mail
to the Parent to that of Lender;

                  (c)      to file any  claims or take any  action or  institute
any proceedings  which Lender may deem necessary or desirable for the collection
of any of the  Collateral  of the Parent or  otherwise  to enforce the rights of
Lender with respect to any of the Collateral of the Parent;

                  (d)      make, settle and adjust all claims under the Parent's
policies of insurance and make all  determinations and decisions with respect to
such policies of insurance; and

                  (e)      to use any labels, patents,  trademarks, trade names,
URLs, domain names, industrial designs, copyrights,  advertising matter or other
industrial or intellectual  property rights, in advertising for sale and selling
Inventory and other Collateral of the Parent.

         12.      NO WAIVER BY LENDER. No delay or failure on the part of Lender
in the exercise of any right or remedy shall operate as a waiver thereof, and no
single or partial exercise by Lender of any right or remedy shall preclude other
or further  exercise  thereof or the exercise of any other right or remedy.  For
purposes  of  this  Guaranty  and  Security  Agreement,   the  term  "Guaranteed
Obligations" shall include all obligations  arising under the Loan Agreement and
the other Finance Documents, notwithstanding any right or power of Borrowers, or
any of them, or anyone else to assert any claim or defense as to the  invalidity
or unenforceability thereof, and no such claim or defense shall impair or affect
the obligations and liabilities of the Parent  hereunder.  Without  limiting the
generality of the  foregoing,  this Guaranty and Security  Agreement  covers all
Guaranteed  Obligations purporting to be made on behalf of such Borrowers by any
officer or agent of the same,  without  regard to the actual  authority  of such
officer or agent.

         13.      REMEDIES. Upon the occurrence and during the continuance of an
Event of Default:

                  (a)      Lender may exercise in respect of the Collateral,  in
addition to other rights and remedies  provided for herein, in the other Finance
Documents,  or  otherwise  available  to it, all the rights  and  remedies  of a
secured  party on default  under the Code in effect in the State of Georgia from
time  to  time  or any  other  applicable  jurisdiction.  Without  limiting  the
generality of the foregoing,  the Parent expressly agrees that in any such event
Lender without demand for performance or other demand,  advertisement  or notice
of any kind  (except  a notice  specified  below of time and  place of public or
private  sale or as  expressly  required by the Loan  Agreement)  to or upon the
Parent or any other person (all and each of which  demands,  advertisements  and
notices are hereby  expressly waived to the maximum extent permitted by the Code
and other applicable  law), may take immediate  possession of the Collateral and
(i) require the Parent to, and the Parent  hereby agrees that it will at its own
expense  and upon  request  of  Lender  forthwith,  assemble  all or part of the
Collateral  as directed by Lender and make it available to Lender at one or more
locations where the Parent regularly maintains Inventory and (ii) without notice
except as specified  below,  sell the  Collateral  or any part thereof in one or
more parcels at public or private


                                       10
<PAGE>


sale, at any of Lender's offices or elsewhere, for cash, on credit or for future
delivery, and upon such other terms as Lender may deem commercially  reasonable.
The Parent  agrees that,  to the extent notice of sale shall be required by law,
at least ten (10)  calendar  days' notice to the Parent of the time and place of
any public  sale or the time after  which any  private  sale is to be made shall
constitute a reasonable  "authenticated  notification of disposition" within the
meaning of Section 9-611 of the Uniform  Commercial Code, as in effect from time
to time in any  applicable  jurisdiction.  Lender shall not be obligated to make
any sale of Collateral  regardless  of notice of sale having been given.  Lender
may adjourn any public or private sale from time to time by  announcement at the
time and place fixed therefor,  and such sale may,  without  further notice,  be
made at the time  and  place to which  it was so  adjourned.  Lender  is  hereby
granted a license or other right to use,  without charge,  the Parent's  labels,
patents,  copyrights,  rights of use of any name,  trade  secrets,  trade names,
trademarks, service marks and advertising matter, URLs, domain names, industrial
designs,  other industrial or intellectual property or any property of a similar
nature,  whether  owned by the  Parent or with  respect  to which the Parent has
rights under  license,  sublicense  or other  agreements,  as it pertains to the
Collateral,  in  preparing  for  sale,  advertising  for  sale and  selling  any
Collateral,  and the  Parent's  rights  under  all  licenses  and all  franchise
agreements shall inure to the benefit of Lender.

                  (b)      Any cash held by Lender  as  Collateral  and all cash
proceeds received by Lender in respect of any sale of, collection from, or other
realization  upon all or any part of the  Collateral  may, in the  discretion of
Lender,  be held  by  Lender  as  Collateral  for,  and/or  then or at any  time
thereafter be applied in whole or in part by Lender against,  all or any part of
the  Guaranteed  Obligations  in such  order  as may be set  forth  in the  Loan
Agreement.  Any  surplus  of such  cash  or cash  proceeds  held by  Lender  and
remaining  after  payment  in full of all the  Guaranteed  Obligations  shall be
delivered to the Parent.

                  (c)      The Parent hereby  acknowledges  that the  Guaranteed
Obligations arose out of a commercial  transaction,  and agrees that if an Event
of  Default  shall  occur and be  continuing  Lender  shall have the right to an
immediate writ of possession without notice of a hearing.  Lender shall have the
right to the  appointment  of a receiver  for the  properties  and assets of the
Parent,  and the Parent hereby consents to such rights and such  appointment and
hereby  waives any  objection the Parent may have thereto or the right to have a
bond or other security posted by Lender in connection therewith.

         14.      REMEDIES  CUMULATIVE.  Each right, power, and remedy of Lender
as provided for in this Guaranty and Security  Agreement or in the other Finance
Documents  or now or  hereafter  existing  at law or in equity or by  statute or
otherwise  shall be cumulative  and concurrent and shall be in addition to every
other  right,  power,  or remedy  provided  for in this  Guaranty  and  Security
Agreement or in the other Finance Documents or now or hereafter  existing at law
or in equity or by statute or  otherwise,  and the  exercise or beginning of the
exercise by Lender of any one or more of such rights,  powers or remedies  shall
not preclude  the  simultaneous  or later  exercise by Lender of any or all such
other rights, powers or remedies.

         15.      APPLICATION  OF PAYMENTS.  Any amount  received by Lender from
whatever  source  and  applied  by it  toward  the  payment  of  the  Guaranteed
Obligations  shall be applied in such  order of  application  as Lender may from
time to time elect.

         16.      INDEMNITY AND EXPENSES.

                  (a)      The Parent  agrees  upon  demand to pay to Lender the
amount of any and all reasonable expenses,  including,  without limitation,  the
fees and expenses of its counsel  incurred and of any experts and agents,  which
Lender may incur in connection with (i) the  administration of this Guaranty and
Security  Agreement,  (ii) the custody,  preservation,  use or operation of, or,
upon an Event of Default,  the sale of,  collection  from, or other  realization
upon,  any of the  Collateral  in  accordance  with this  Guaranty  and Security
Agreement and the other Finance Documents,  (iii) the exercise or enforcement of
any of the  rights of Lender  hereunder  or (iv) the  failure  by the  Parent to
perform or observe any of the provisions hereof.

                  (b)      The  Parent  agrees  to  indemnify  Lender  from  and
against all claims,  lawsuits and liabilities  (including  reasonable attorneys'
fees  actually  incurred)  growing out of or  resulting  from this  Guaranty and
Security Agreement (including, without limitation,  enforcement of this Guaranty
and Security  Agreement) or any other Finance  Document to which the Parent is a
party, except claims,  losses or liabilities resulting from the gross


                                       11
<PAGE>


negligence  or  willful  misconduct  of the  party  seeking  indemnification  as
determined by a final non-appealable order of a court of competent jurisdiction.

         17.      POSSESSION  UNTIL  DEFAULT.  Until an Event of  Default  shall
occur and be  continuing,  except as  otherwise  provided in this  Guaranty  and
Security  Agreement,  the Loan Agreement or other Finance Documents,  the Parent
shall have the right to  possession  and  enjoyment  of the  Collateral  for the
purpose of conducting the ordinary  course of its business,  subject to and upon
the terms hereof and of the Loan Agreement and other Finance Documents.

         18.      AMENDMENTS;  ETC. No waiver of any  provision of this Guaranty
and Security Agreement,  and no consent to any departure by the Parent herefrom,
shall in any event be  effective  unless the same shall be in writing and signed
by  Lender,  and then such  waiver or  consent  shall be  effective  only in the
specific  instance and for the specific purpose for which given. No amendment of
any provision of this Guaranty and Security  Agreement shall be effective unless
the same shall be in writing and signed by Lender and the Parent.

         19.      ADDRESSES  FOR NOTICES.  All notices and other  communications
provided  for  hereunder  shall be given in the form and manner  prescribed  for
notices  in the Loan  Agreement  at the  address  for the  Parent  set  forth on
SCHEDULE  2  hereto  and  at the  at  Lender's  address  specified  in the  Loan
Agreement,  or, as to any party, at such other address as shall be designated by
such party in a written notice to the other party.

         20.      CONTINUING   SECURITY   INTEREST:   ASSIGNMENTS   UNDER   LOAN
AGREEMENT.  This  Guaranty  and  Security  Agreement  shall  create a continuing
security  interest  in the  Collateral  and  shall (i)  terminate  only when the
Guaranteed  Obligations  (other  than  those  Guaranteed  Obligations  which may
survive  termination  of the Loan  Agreement as provided for therein)  have been
paid in full and the Loan Agreement shall have been terminated,  (ii) be binding
upon the Parent,  its  successors and assigns and (iii) inure to the benefit of,
and be  enforceable  by,  Lender and its  successors,  transferees  and assigns.
Without limiting the generality of the foregoing clause (iii), Lender may assign
or otherwise transfer all or any portion of its rights and obligations under the
Loan Agreement (including,  without limitation, all, or any ratable part, of the
Guaranteed Obligations) and the other rights and obligations of Lender under the
Loan  Agreement  and the other Finance  Documents to any other person,  and such
other  person  shall  thereupon  become  vested with all the benefits in respect
thereof  granted to Lender herein or otherwise.  Upon the payment in full of the
Guaranteed  Obligations  and all other  amounts  payable under this Guaranty and
Security Agreement and the expiration or termination of the Loan Agreement,  the
security  interest  granted  hereby  shall  terminate  and  all  rights  to  the
Collateral  shall  revert to the Parent.  No  transfer  or  renewal,  extension,
assignment or termination of this Guaranty and Security Agreement or of the Loan
Agreement,  any other  Finance  Document  or any other  instrument  or  document
executed and delivered by the Parent to Lender nor any  additional  extension of
credit by Lender to the Borrowers,  nor the taking of further security,  nor the
retaking or re-delivery of the Collateral to the Parent by Lender, nor any other
act of Lender shall release the Parent from any obligation,  except a release or
discharge  executed  in writing by Lender  with  respect to such  obligation  or
payment  of such  obligation  or upon full  satisfaction  of all the  Guaranteed
Obligations.  Lender  shall not by any act,  delay,  omission or  otherwise,  be
deemed to have  waived any of their  rights or remedies  hereunder,  unless such
waiver is in writing  and  signed by Lender and then only to the extent  therein
set forth.  A waiver by Lender of any right or remedy on any occasion  shall not
be  construed  as a bar to the exercise of any such right or remedy which Lender
would otherwise have had on any other occasion.

         21.      SUCCESSORS AND ASSIGNS;  JOINT AND SEVERAL  UNDERTAKING.  This
Guaranty and Security  Agreement  shall bind and inure to the benefit of Lender,
its successors and assigns,  and likewise shall bind and inure to the benefit of
the Parent, its heirs,  executors,  administrators,  successors and assigns.  If
more than one person  shall  execute this  Guaranty and Security  Agreement or a
similar,  contemporaneous  guaranty,  the term "undersigned" shall mean, as used
herein,  all parties  executing  this  Guaranty and Security  Agreement and such
similar guaranties and all such parties shall be liable,  jointly and severally,
one with the other with Borrowers, or any of them, for each of the undertakings,
agreements,  obligations,  covenants  and  liabilities  provided for herein with
respect to the Parent.  This Guaranty and Security Agreement contains the entire
agreement and there is no understanding that any other person shall execute this
or a similar guaranty. Furthermore, no course of dealing between the parties, no
usage of trade,  and no parol or extrinsic  evidence shall be used to supplement
or modify any terms of this Guaranty and Security  Agreement;  nor are there any
conditions  to  the  complete   effectiveness  of  this  Guaranty  and  Security
Agreement.


                                       12
<PAGE>


         22.      GOVERNING  LAW;  SEVERABILITY.   This  Guaranty  and  Security
Agreement  shall be deemed  accepted  by Lender in the State of  Georgia  in the
United  States of America.  The parties  agree that this  Guaranty  and Security
Agreement shall be deemed, made, delivered,  performed and accepted by Lender in
the State of Georgia  and shall be  governed by the laws of the State of Georgia
in the United  States of  America.  Wherever  possible  each  provision  of this
Guaranty and Security  Agreement  shall be  interpreted  in such manner as to be
effective and valid under  applicable law, but if any provision of this Guaranty
and Security  Agreement  shall be  prohibited by or invalid under such law, such
provision shall be ineffective to the extent of such  prohibition or invalidity,
without invalidating the remainder of such provision or the remaining provisions
of this Guaranty and Security Agreement.

         23.      JURISDICTION.  The Parent (a) submits to personal jurisdiction
in the State of New York in the United States of America, the courts thereof and
any United States  District Court sitting  therein,  for the enforcement of this
Guaranty and Security  Agreement,  (b) waives any and all personal  rights under
the  law  of  any  jurisdiction  to  object  on any  basis  (including,  without
limitation, inconvenience of forum) to jurisdiction or venue within the State of
New York in the  United  States of America  for the  purpose  of  litigation  to
enforce this Guaranty and Security Agreement, (c) agrees that service of process
may be made upon the Parent by first class mail,  postage prepaid,  addressed to
the Parent at the latest address of the Parent known to Lender (or at such other
address as the Parent may specify for such  purpose by notice to Lender) and (d)
to the extent permitted by law, waives trial by jury in any action or proceeding
with respect hereto.  Nothing herein  contained,  however,  shall prevent Lender
from  bringing  any action or  exercising  any rights  against any  security and
against  Borrowers,  or any of them, and against any assets of Borrower,  within
any other state or jurisdiction.

         24.      COLLECTION  COSTS.  The Parent agrees,  in the event that this
Guaranty  and  Security  Agreement is enforced or collected by law or through an
attorney at law,  to pay all costs of  collection  actually  incurred by Lender,
including, without limitation, attorneys' fees actually incurred.

         25.      VOIDED  PAYMENTS.   Notwithstanding  anything  herein  to  the
contrary,  to the extent  that the Parent  makes any  payment on the  Guaranteed
Obligations  which,  within twelve (12) months of the date of such  payment,  is
subsequently invalidated,  declared to be fraudulent, avoidable or preferential,
set aside or is required to be repaid to a trustee, receiver, the estate of such
undersigned or any other party under any  bankruptcy  act, state or Federal law,
common law or equitable cause (such payment being  hereinafter  referred to as a
"VOIDED PAYMENT"), then to the extent of such Voided Payment that portion of the
Guaranteed  Obligations  which  had been  previously  satisfied  by such  Voided
Payment shall be revived and continue in full force and effect as if such Voided
Payment had never been made. In the event that a Voided  Payment is sought to be
recovered from Lender,  an "Event of Default" under the Loan Agreement  shall be
deemed to have occurred and to be continuing from the date of such recovery from
Lender of such Voided  Payment  until the full amount of such Voided  Payment is
fully and finally  restored to Lender and until such time the provisions of this
Guaranty and Security Agreement,  and the guaranty provided herein,  shall be in
full force and effect.

         26.      PAYMENTS.  All payments made by the Parent  hereunder  will be
made  without  setoff,  counterclaim,  or other  defense,  except as required by
applicable law other than for Taxes (as defined  below).  All such payments will
be made free and clear of, and without deduction or withholding for, any present
or future taxes, levies, imposts,  duties, fees, assessments or other charges of
whatever  nature now or hereafter  imposed by any  jurisdiction  (other than the
United States) or by any political  subdivision or taxing  authority  thereof or
therein  (other than of the United States) with respect to such payments and all
interest,  penalties  or similar  liabilities  with  respect  thereto  (all such
non-excluded taxes, levies, imposts,  duties, fees, assessments or other charges
being  referred  to  collectively  as  "TAXES").  If any  Taxes are so levied or
imposed,  the  Parent  agrees  to pay the full  amount of such  Taxes,  and such
additional  amounts as may be necessary so that every payment of all amounts due
under this  Guaranty and Security  Agreement  or under any note,  including  any
amount paid pursuant to this Section 265 after  withholding  or deduction for or
on account of any Taxes,  will not be less than the amount  provided for herein;
PROVIDED,  HOWEVER,  that the Parent  shall not be required to increase any such
amounts  payable to Lender if the increase in such amount  payable  results from
Lender's own willful misconduct or gross negligence.  The Parent will furnish to
Lender as promptly  as  possible  after the date the payment of any Taxes is due
pursuant to applicable  law  certified  copies of tax receipts  evidencing  such
payment by the Parent.

         27.      ADDITIONAL WAIVERS.


                                       13
<PAGE>


                  (a)      WITHOUT  LIMITING THE  GENERALITY OF ANY OTHER WAIVER
OR OTHER PROVISION SET FORTH IN THIS GUARANTY AND SECURITY AGREEMENT, THE PARENT
HEREBY  WAIVES,  TO THE MAXIMUM  EXTENT SUCH WAIVER IS PERMITTED BY LAW, ANY AND
ALL BENEFITS OR DEFENSES ARISING DIRECTLY OR INDIRECTLY UNDER ANY ONE OR MORE OF
CALIFORNIA  CIVIL  CODE  SECTIONS  2787  THROUGH  AND  INCLUDING  SECTION  2855,
CALIFORNIA CODE OF CIVIL PROCEDURE SECTIONS 580A, 580B, 580C, 580D, AND 726, AND
CHAPTER  2 OF TITLE  14 OF THE  CALIFORNIA  CIVIL  CODE OR ANY  SIMILAR  LAWS OF
GEORGIA OR ANY OTHER JURISDICTION.

                  (b)      Without waiving the generality of any other waiver or
other  provision set forth in this Guaranty and Security  Agreement,  the Parent
also agrees to the following waivers:

                           (i)      the Parent  agrees  that  Lender's  right to
enforce this Guaranty and Security  Agreement is absolute and is not  contingent
upon the genuineness, validity or enforceability of the Loan Agreement or any of
the Security Documents.  The Parent waives all benefits and defenses it may have
under  California  Civil Code Section 2810 or any similar laws of Georgia or any
other  jurisdiction  and agrees that  Lender's  rights  under this  Guaranty and
Security Agreement shall be enforceable even if no Borrower had any liability at
the  time  of  execution  of the  Loan  Agreement  or any of the  other  Finance
Documents or later ceases to be liable;

                           (ii)     the Parent  waives all benefits and defenses
it may have under  California  Civil Code  Section  2809 or any similar  laws of
Georgia or any other  jurisdiction  with respect to its  obligations  under this
Guaranty and Security  Agreement and agrees that Lender's  rights under the Loan
Agreement and the other Finance  Documents will remain  enforceable  even if the
amount secured by the Security Documents is larger in amount and more burdensome
than that for which Borrowers are responsible; and

                           (iii)    the Parent  agrees that Lender may  exercise
its rights under this Guaranty and Security  Agreement without taking any action
against any Borrower,  any other guarantor of any Borrower's  obligations  under
the Loan  Agreement  or any of the  other  Finance  Documents,  any  pledgor  of
collateral  for any  person's  obligations  to  Lender  or any  other  person in
connection with the Obligations,  and without  proceeding  against or exhausting
any security or collateral Lender holds.

                  (c)      The Parent waives all rights and defenses arising out
of an election of remedies  by Lender,  even though that  election of  remedies,
such as a  nonjudicial  foreclosure  with  respect to security  for a guaranteed
obligation,  has destroyed  Lender's  rights of  subrogation  and  reimbursement
against  Borrowers or the Parent,  or any of them,  by the  operation of Section
580(d) of the California Code of Civil Procedure or otherwise. The Parent waives
all rights and defenses to the extent the Guaranteed  Obligations may be secured
by real property.  This means,  among other things:  (i) Lender may collect from
the Parent without first foreclosing on any real or personal property collateral
pledged by any other  obligor;  (ii) If Lender  forecloses  on any real property
collateral  pledged  by any other  obligors:  (A) the  amount of the  Guaranteed
Obligations  may be reduced only by the price for which that  collateral is sold
at the  foreclosure  sale,  even if the  collateral  is worth more than the sale
price and (B) Lender may collect from the Parent even if Lender,  by foreclosing
on the real property collateral,  has destroyed any right the Parent may have to
collect from the other obligors. This is an unconditional and irrevocable waiver
of  any  rights  and  defenses  the  Parent  may  have  because  the  Guaranteed
Obligations are secured by real property. These rights and defenses include, but
are not limited to, any rights or defenses based upon Section 580a,  580b,  580d
or 726 of the California Code of Civil Procedure.

                  (d)      The   paragraphs   in  this   Guaranty  and  Security
Agreement which refer to certain  sections of the California  Civil Code and the
California  Code of Civil  Procedure  are included in this Guaranty and Security
Agreement  solely out of an  abundance  of caution and shall not be construed to
mean that any of the  above-referenced  provisions of California  law are in any
way applicable to this Guaranty and Security Agreement.

         28.      LENDER'S DUTIES.  The powers conferred on Lender hereunder are
solely to protect its interest in the  Collateral  and shall not impose any duty
upon  Lender to exercise  any such  powers.  Except for the safe  custody of any
Collateral  in its actual  possession  and the  accounting  for moneys  actually
received by it hereunder,  Lender shall have no duty as to any  Collateral or as
to the taking of any necessary steps to preserve rights against prior parties or
any other rights  pertaining to any  Collateral.  Lender shall be deemed to have
exercised


                                       15
<PAGE>


reasonable care in the custody and  preservation of any Collateral in its actual
possession if such Collateral is accorded treatment  substantially equal to that
which  Lender  accords  its own  property.  If the Parent  fails to perform  any
agreement contained herein,  Lender may itself perform, or cause performance of,
such  agreement,  and the reasonable  expenses of Lender  incurred in connection
therewith  shall be  payable  by the  Parent  and the  Borrowers  as part of the
Guaranteed Obligations.

         29.      [INTENTIONALLY OMITTED]

         30.      LANDLORD AGREEMENTS. The Parent agrees that it shall not renew
(nor permit any automatic  renewal of) any existing lease, or enter into any new
lease,  for real property unless prior to executing or effecting such renewal or
proposed  lease the Parent  shall have  delivered to Lender  evidence  that such
lessor  shall  execute and deliver to Lender a  collateral  access and  landlord
subordination agreement in form and substance reasonably satisfactory to Lender.

         31.      QUARTERLY FIELD AUDITS:  Lender shall be entitled to conduct a
quarterly  field audit of the books and accounting  records of the Parent,  such
field audits to be  conducted  at any time within the  fourteen  (14) day period
following the end of each calendar  quarter (namely 31st March,  30th June, 30th
September  and 31st  December).  The Parent  shall  permit  Lender or any person
authorized by Lender to have access to its premises and  accounting  records and
to make extracts from and take copies of its  accounting  records and to discuss
any matter with any of its  personnel  and officers  and make such  inquiries as
Lender  may  reasonably  require  from time to time,  the  reasonable  costs and
expenses properly incurred thereby to be for the account of the Parent, provided
that such costs and expenses in respect of each quarterly  field audit conducted
by Lender shall not exceed $750 per person per day plus any out-of-pocket  costs
and expenses.

         32.      MISCELLANEOUS.

                  (a)      This Guaranty and Security  Agreement may be executed
in any number of counterparts,  each of which shall be deemed to be an original,
but all such separate  counterparts  shall  together  constitute but one and the
same  instrument.  Delivery  of an executed  counterpart  of this  Guaranty  and
Security  Agreement by facsimile shall be equally as effective as delivery of an
original executed counterpart of this Guaranty and Security Agreement.

                  (b)      The paragraph  titles herein are for  convenience  of
reference only, and shall not affect in any way the interpretation of any of the
provisions hereof.

                  (c)      Time is of the essence of this  Guaranty and Security
Agreement.



                [REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]


                                       16
<PAGE>


         IN WITNESS WHEREOF,  the Parent has executed this Guaranty and Security
Agreement under seal, as of December 31, 2004.


                                             "GUARANTOR"

Signed and delivered                         TARRANT LUXEMBOURG SARL
in the presence of:

                                             By: /S/ CORAZON REYES
                                                --------------------------------
                                             Name:  CORAZON REYES
                                             Title: MANAGER

                                    Address:


Notary Public
             ----------------------------------
My Commission Expires:
                      -------------------------



         [NOTARY SEAL]


Accepted and agreed:

UPS CAPITAL GLOBAL TRADE FINANCE CORPORATION

By:  /S/ JOHN P. HOLLOWAY
    -------------------------------------------
Name:  JOHN P. HOLLOWAY
Title: DIRECTOR OF PORTFOLIO MANAGEMENT


                                       17
<PAGE>


                                   SCHEDULE 1

                            NAME AND FEIN FOR PARENTS


NAME                                         FEIN
-----------------------------------          --------------
Tarrant Luxembourg Sarl                      Not applicable
(formerly known as Machrima
Luxembourg International S.a.r.l..)


                                       18
<PAGE>


                                   SCHEDULE 2

                   CHIEF EXECUTIVE OFFICES, RECORDS LOCATIONS


CHIEF EXECUTIVE OFFICES, RECORDS LOCATION:

Tarrant Luxembourg International, Sarl
3151 E. Washington Boulevard
Los Angeles, California


                                       19
<PAGE>


                                   SCHEDULE 3

                  LEASES OF REAL PROPERTY; INVENTORY LOCATIONS


LEASED REAL PROPERTY:

None.


INVENTORY LOCATIONS:

None.


                                       20
<PAGE>


                                  SCHEDULE 4

                                  INDEBTEDNESS

                             As of December 30, 2004


To Tarrant Company Limited          --       Note 1            $   41,830,368.53
To Trade Link Holdings              --       Note 1            $    7,521,175.28
To Trade Link Holdings              --       Note 2            $    8,820,573.11
     Total                                                     $   58,172,116.92

Note 1 -- Nine (9)  consecutive  equal annual  installments of $1,000,000 due on
each December 31, starting December 31, 2006, and the remaining principal amount
shall be payable in one lump sum on December 31, 2015.

Note 2 -- Eight (8) consecutive equal annual  installments of $1,000,000 on each
December 31 starting December 31, 2006, and the remaining principal amount shall
be payable in one lump sum on December 31, 2014.


                                       21