EXHIBIT 10.15.3


                 AMENDMENT NO. 3 TO LOAN AND SECURITY AGREEMENT

         This AMENDMENT NO. 3 TO LOAN AND SECURITY  AGREEMENT (this "Amendment")
is entered into as of November 2, 2007 by and among  TARRANT  APPAREL  GROUP,  a
corporation  organized  under the laws of the State of  California  ("Holding"),
FASHION  RESOURCE  (TCL),  INC., a corporation  organized  under the laws of the
State of California  ("Fashion"),  TAG MEX, INC., a corporation  organized under
the laws of the State of California  ("Tag Inc."),  and PRIVATE BRANDS,  INC., a
corporation organized under the laws of the State of California ("Private";  and
together with Holding,  Fashion and Tag Inc., each individually a "Borrower" and
collectively,  the  "Borrowers"),  the financial  institutions  which are now or
which hereafter  become a party to the Loan Agreement (as  hereinafter  defined)
(each a "Lender" and collectively,  the "Lenders"),  and GMAC COMMERCIAL FINANCE
LLC,  a  limited  liability  company  organized  under  the laws of the State of
Delaware  ("GMAC  CF"),  as agent for the  Lenders  (GMAC CF, in such  capacity,
"Agent").

         WHEREAS,  the Borrowers,  Lenders,  and Agent have entered into certain
financing  arrangements  pursuant to certain  financing  agreements,  including,
without  limitation,  that certain Loan and Security  Agreement dated as of June
16, 2006 (as the same may now exist,  or may  hereafter  be  amended,  restated,
renewed, extended,  supplemented,  substituted, or otherwise modified, the "Loan
Agreement") and all of the notes, guarantees, mortgages, instruments, agreements
and other documents  executed and/or  delivered in connection  therewith (all of
the foregoing,  together with the Loan Agreement,  as the same may now exist, or
may   hereafter  be  amended,   restated,   renewed,   extended,   supplemented,
substituted, or otherwise modified, the "Loan Agreements"); and

         WHEREAS,  the Borrowers have requested that Agent and the Lenders amend
and modify certain  Schedules to the Loan  Agreement,  and Agent and the Lenders
have agreed to  accommodate  the  Borrowers'  request,  subject to the terms and
conditions of this Amendment;

         NOW,  THEREFORE,  upon the mutual  agreements  and  covenants set forth
herein  and  for  other  good  and  valuable  consideration,   the  receipt  and
sufficiency  of which are  hereby  acknowledged,  the  parties  hereto  agree as
follows:

1.       DEFINITIONS.  Capitalized terms not otherwise defined herein shall have
         the meanings ascribed to such terms in the Loan Agreement.

2.       AMENDMENT  TO  LOAN  AGREEMENT.  As  of  the  effective  date  of  this
         Amendment,  the Loan  Agreement  is  hereby  amended  by  deleting  the
         reference  to the  amount  "$16,000,000"  set forth  opposite  the date
         "September 2007" contained in Section 6.8(b) ("Minimum  EBITDA") of the
         Loan Agreement and substituting the following therefor: "$12,100,000".

3.       REPRESENTATIONS,  WARRANTIES  AND COVENANTS.  The Borrowers  represent,
         warrant  and  covenant  with and to Agent and the  Lenders as  follows,
         which  representations,  warranties  and covenants are  continuing  and
         shall survive the execution and delivery hereof, the truth and accuracy
         of,  or  compliance  with  each,  together  with  the  representations,
         warranties  and  covenants  in  the  other  Loan  Agreements,  being  a
         condition  of the  effectiveness  of this  Amendment  and a  continuing


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         condition  of the making or  providing  of any  Revolving  Advances  or
         Letters  of  Credit  by  the  Lenders  to  the  Borrowers:  All  of the
         representations  and  warranties  set forth in the Loan  Agreement,  as
         amended hereby, and the other Loan Agreements,  are true and correct in
         all material  respects  after giving effect to the  provisions  hereof,
         except to the extent any such  representation or warranty is made as of
         a specified date, in which case such  representation  or warranty shall
         have been true and correct as of such date.

4.       CONDITIONS  PRECEDENT.  The  effectiveness  of this  Amendment  and the
         agreement of Agent and the Lenders to the  modifications and amendments
         set forth in this  Amendment  are  subject  to the  fulfillment  of the
         following conditions precedent:

         (a)      No Event of  Default or Default  shall  have  occurred  and be
                  continuing on the date of this Amendment, or would exist after
                  giving  effect to the  transactions  contemplated  under  this
                  Amendment; and

         (b)      Agent shall have received  counterparts of this Amendment duly
                  executed  and  delivered  by  the  Borrowers,  Agent  and  the
                  Lenders.

5.       EFFECT OF THIS AMENDMENT.  Except as specifically set forth herein,  no
         other changes or  modifications  to the Loan Agreements are intended or
         implied, and, in all other respects, the Loan Agreements shall continue
         to remain in full force and effect in accordance with their terms as of
         the date hereof.  This  Amendment,  and the  instruments and agreements
         delivered  pursuant hereto and thereto  constitute the entire agreement
         of the parties with respect to the subject  matter  hereof and thereof,
         and  supersede  all prior  oral or written  communications,  memoranda,
         proposals, negotiations,  discussions, term sheets and commitments with
         respect  to  the  subject   matter   hereof  and  thereof.   Except  as
         specifically set forth herein,  nothing contained herein shall evidence
         a waiver or amendment by Agent or the Lenders of any other provision of
         the Loan  Agreements.  Without  limiting the foregoing,  nothing herein
         contained  shall,  or shall be deemed to, waive any Event of Default of
         which Agent or any Lender does not have actual knowledge as of the date
         hereof,  or any event or  circumstance  which with notice or passage of
         time,  or both,  would  constitute  an Event of Default.  Agent and the
         Lenders may waive any of such Events of Default, but only in a specific
         writing signed by Agent and the Lenders.

6.       FURTHER  ASSURANCES.  The  Borrowers  shall  execute and  deliver  such
         additional  documents  and  take  such  additional  action  as  may  be
         reasonably requested by Agent to effectuate the provisions and purposes
         of this Amendment.

7.       BINDING  EFFECT.  This Amendment shall be binding upon and inure to the
         benefit of each of the parties hereto and their  respective  successors
         and assigns.

8.       GOVERNING  LAW.  The rights and  obligations  hereunder  of each of the
         parties hereto shall be governed by and  interpreted  and determined in
         accordance  with the  internal  laws of the State of New York  (without
         giving effect to principles of conflict of laws).

9.       COUNTERPARTS.  This  Amendment may be signed in  counterparts,  each of
         which shall be an original and all of which taken  together  constitute
         one  agreement.  In  making  proof of this  Amendment,  it shall not be
         necessary to produce or account for more than one counterpart signed by
         the  party  to be  charged.  Any  signatures  delivered  by a party  by
         facsimile  transmission  or by electronic  mail  transmission  shall be
         deemed an original signature hereto.


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<PAGE>


Each of the parties has signed this Amendment as of the day and year first above
written.


                                  TARRANT APPAREL GROUP

                                  By:    /S/ DAVID N. BURKE
                                       --------------------------------------
                                             David N. Burke
                                  Title:     Chief Financial Officer


                                  FASHION RESOURCE (TCL), INC.

                                  By:    /S/ DAVID N. BURKE
                                       --------------------------------------
                                             David N. Burke
                                  Title:     Chief Financial Officer


                                  TAG MEX, INC.

                                  By:    /S/ DAVID N. BURKE
                                       --------------------------------------
                                              David N. Burke
                                  Title:      Chief Financial Officer


                                  PRIVATE BRANDS, INC.

                                  By:    /S/ DAVID N. BURKE
                                       --------------------------------------
                                             David N. Burke
                                  Title:     Chief Financial Officer


                                  GMAC COMMERICAL FINANCE LLC,
                                  as Agent and a Lender

                                  By:    /S/ ILLEGIBLE
                                       --------------------------------------

                                  Title:     Senior Vice President


                                  UPS CAPTIAL CORPORATION,
                                  as a Lender

                                  By:    /S/ JOHN P. HOLLOWAY
                                       --------------------------------------
                                             John P. Holloway
                                  Title:     Director of Portfolio Management


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