EXHIBIT 10.16.13


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                            DATED 31ST DECEMBER 2004

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                           TARRANT COMPANY LIMITED (1)
                                      AND
                              MARBLE LIMITED (2)
                                       AND
                         TRADE LINK HOLDINGS LIMITED (3)
                                  (AS OBLIGORS)

                                       AND

               UPS CAPITAL GLOBAL TRADE FINANCE CORPORATION (4)
                              (AS SECURITY TRUSTEE)

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                               AMENDMENT AGREEMENT
                                       TO
                  SYNDICATED COMPOSITE GUARANTEE AND DEBENTURE

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                              BARLOW LYDE & GILBERT
                   SUITE 1901, 19TH FLOOR, CHEUNG KONG CENTER
                             2 QUEEN'S ROAD CENTRAL
                                    HONG KONG

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<PAGE>


THIS AMENDMENT AGREEMENT is made the 31st day of December, 2004


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  ("UPSC") in its capacity
         as trustee for the Beneficiaries (the "SECURITY TRUSTEE").


WHEREAS:

(A)      Under the terms of a syndicated  composite guarantee and debenture (the
         "GUARANTEE  AND  DEBENTURE")  entered  into  on 13th  June  2002 by and
         between the Obligors  and the  Security  Trustee (as trustee for and on
         behalf of each of the Beneficiaries), the Obligors, inter alia, granted
         various  first fixed and  floating  charges  over and in respect of the
         Charged Assets in favour of the Security Trustee (as trustee for and on
         behalf of each of the Beneficiaries),  as a continuing security for the
         payment, performance and discharge of the Secured Obligations, upon the
         terms and subject to the conditions set out therein.

(B)      Under the terms of the Loan Agreement,  UPSC has agreed, at the request
         of the Obligors, to advance a loan of US$5,000,000 to the Obligors upon
         and subject to the terms and conditions set out therein.

(C)      It is a  condition  precedent  to the Loan  Agreement  that each of the
         Obligors execute and deliver this Amendment Agreement in order to agree
         and  acknowledge  that  the  obligations  of  the  Obligors  under  the
         Financing  Documents (as defined in the Loan Agreement) shall be deemed
         to be included in the  definition  of "Secured  Obligations"  under the
         Guarantee and Debenture.

(D)      The parties have agreed to enter into this Amendment Agreement upon and
         subject to the terms and conditions set out herein.


NOW IT IS AGREED as follows:-

1.       DEFINITIONS AND INTERPRETATION

1.1      In this  Amendment  Agreement and in the Guarantee and  Debenture,  the
         following  words  and  expressions  shall  (except  where  the  context
         otherwise requires) have the following meanings:-


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<PAGE>


        "Loan Agreement"            the term loan agreement entered into on even
                                    date  herewith by and  between the  Obligors
                                    and UPSC  pursuant to which UPSC has agreed,
                                    at the request of the Obligors, to advance a
                                    loan of  US$5,000,000  to the Obligors  upon
                                    and  subject  to the  terms  and  conditions
                                    thereof; and

         "Loan Agreement            all  monies,   obligations  and  liabilities
         Obligations"               (whether   present  or  future,   actual  or
                                    contingent)  on the part of each  Obligor to
                                    UPSC to be paid,  performed  or  discharged,
                                    whether  directly  or  indirectly,  under or
                                    pursuant   to  the  terms  of  the   Finance
                                    Documents (as defined in the Loan Agreement)
                                    to which such Obligor is a party.

1.2      Words and phrases which are not defined or construed in this  Amendment
         Agreement  but which are  defined or  construed  in the  Guarantee  and
         Debenture, 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
         Amendment Agreement and the Guarantee and Debenture,  the terms of this
         Amendment Agreement shall prevail.

2.       AMENDMENTS

2.1      Each of the Obligors hereby acknowledges and agrees that:-

         2.1.1    UPSC shall be deemed to be included in the  definition  of the
                  "Beneficiaries"  under the  Guarantee and  Debenture,  and the
                  Guarantee  and  Debenture   shall  be  deemed  to  be  amended
                  accordingly;

         2.1.2    the Finance Documents (as defined in the Loan Agreement) shall
                  be deemed to be included  in the  definition  of the  "Finance
                  Documents"   under  the  Guarantee  and  Debenture,   and  the
                  Guarantee  and  Debenture   shall  be  deemed  to  be  amended
                  accordingly;

         2.1.3    the Loan Agreement  Obligations shall be deemed to be included
                  in the definition of "Secured Obligations" under the Guarantee
                  and Debenture, and the Guarantee and Debenture shall be deemed
                  to be amended accordingly;

         2.1.4    the Security Documents (as defined in the Loan Agreement,  and
                  including both the Continuing  Security  Documents and the New
                  Security  Documents,  in each  case  as  defined  in the  Loan
                  Agreement) shall be deemed to be included in the definition of
                  "Security  Documents"  under the Guarantee and Debenture,  and
                  the  Guarantee  and  Debenture  shall be deemed to be  amended
                  accordingly; and

         2.1.5    the terms and conditions of the Guarantee and Debenture  shall
                  continue to secure all the Secured Obligations,  including all
                  Loan Agreement Obligations under the Loan Agreement.


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<PAGE>


3.       NO OTHER AMENDMENTS OR WAIVERS

3.1      The execution,  delivery and effectiveness of this Amendment  Agreement
         shall not operate as a waiver of any right,  power or remedy of (a) the
         Security  Trustee  under the  Guarantee and Debenture or (b) UPSC under
         any of the other  Finance  Documents,  nor  constitute  a waiver of any
         provision of the  Guarantee  and  Debenture or any of the other Finance
         Documents.  Except for the  amendments  and agreements set forth above,
         the text of the Guarantee and Debenture and all other Finance Documents
         shall  remain  unchanged  and in full  force and effect and each of the
         Obligors hereby ratifies and confirms its obligations thereunder.  This
         Amendment   Agreement  shall  not  constitute  a  modification  of  the
         Guarantee  and  Debenture  or any of the other  Finance  Documents or a
         course of dealing  with the Security  Trustee or UPSC at variance  with
         the Guarantee and Debenture or any of the other Finance  Documents such
         as to require further notice by the Security Trustee or UPSC to require
         strict  compliance with the terms of the Guarantee and Debenture or any
         of the other Finance  Documents in the future,  except as expressly set
         forth herein.  Each of the Obligors  acknowledges  and expressly agrees
         that each of the Security  Trustee and UPSC  reserves the right to, and
         does in fact,  require strict  compliance with all terms and provisions
         of the Guarantee and  Debenture  and all other Finance  Documents.  The
         Obligors have no knowledge of any  challenge to the Security  Trustee's
         or UPSC's  claims  arising  under the Guarantee and Debenture or any of
         the other Finance  Documents,  or to the effectiveness of the Guarantee
         and Debenture or any of the other Finance Documents.

3.2      The parties hereby acknowledge and confirm that neither the obligations
         of any Obligor nor the rights and remedies of the Security  Trustee and
         UPSC under the  Guarantee  and  Debenture  or any of the other  Finance
         Documents or otherwise conferred by law shall be discharged, prejudiced
         or impaired by reason of the execution of this  Amendment  Agreement or
         the  variation  of  the  terms  and  conditions  of the  Guarantee  and
         Debenture in accordance with this Amendment Agreement.

4.       GENERAL

4.1      This Amendment  Agreement 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.

4.2      This Amendment  Agreement 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  Amendment  Agreement has been entered into the day and
year first above written.


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<PAGE>


THE OBLIGORS


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


/S/ HENRY CHU
------------------------------------
Henry Chu, Director


 /S/ CHARLES LAI
------------------------------------
Charles Lai, Director/Secretary


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


/S/ HENRY CHU
------------------------------------
Henry Chu, Director


 /S/ GRACE TAM
------------------------------------
Grace Tam, Director/Secretary


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


/S/ HENRY CHU
------------------------------------
Henry Chu, Director


 /S/ GRACE TAM
------------------------------------
Grace Tam, Director/Secretary


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<PAGE>


THE SECURITY TRUSTEE


SIGNED for and on behalf of         )
UPS CAPITAL GLOBAL                  )
TRADE FINANCE CORPORATION           )
by:                                 )
in the presence of:                 )        /S/ JOHN P. HOLLOWAY
                                             -----------------------------------
                                             John P. Holloway
                                             SIGNATURE

/S/ KETAK SAMPAT
------------------------------------
WITNESS


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