EXHIBIT 10.90.7


                           GMAC COMMERCIAL CREDIT LLC
                           1290 Avenue of the Americas
                            New York, New York 10104

                                                                January 24, 2003

TARRANT APPAREL GROUP
TAG MEX, INC.
FASHION RESOURCE (TCL), INC.
UNITED APPAREL VENTURES, LLC
3151 East Washington Boulevard
Los Angeles, CA 90023

                        Re: AMENDMENT TO CREDIT AGREEMENT

Gentlemen:

         Reference  is made to the  Revolving  Credit,  Factoring  and  Security
Agreement,  dated as of January 21, 2000,  by and among  Tarrant  Apparel  Group
("Tarrant"),  Tag Mex, Inc. ("Tag"),  Fashion Resource (TCL), Inc.  ("Fashion"),
United  Apparel  Ventures,  LLC  ("United";  and together with Tarrant,  Tag and
Fashion, each, individually, a "Borrower" and collectively, the "Borrowers") and
GMAC  Commercial  Credit LLC, as agent (as a lender and as successor in interest
to Finova Capital Corporation and Sanwa Bank California,  the "Agent"),  and the
Lenders from time to time parties  thereto (as  heretofore  amended,  and as the
same now  exists or may  hereafter  be  amended,  restated,  renewed,  replaced,
substituted,   supplemented,   extended,  or  otherwise  modified,  the  "Credit
Agreement").  Borrowers have requested that Agent make certain amendments to the
Credit  Agreement  and  Agent  has  agreed  to do so,  subject  to the terms and
provisions set forth herein, all as more particularly set forth below.

         1.       DEFINITIONS.  All  capitalized  terms  used and not  otherwise
                  defined herein shall have the respective  meanings ascribed to
                  such terms in the Credit Agreement.

         2.       AMENDMENTS  TO CREDIT  AGREEMENT.  Effective as of the date of
                  this  amendment,  the Credit  Agreement  is hereby  amended as
                  follows:

         (a)      Section  1.2 of the  Credit  Agreement  is hereby  amended  by
                  adding   the   following   definitions   in  the   appropriate
                  alphabetical order:

                  ""PKT  RECEIVABLES" means each account of any Borrower arising
                  in the ordinary  course of business  from the sale of goods to
                  PKT, Inc.,  PROVIDED,  THAT, each such account (i) is assigned
                  to Factor pursuant to Section 3 of this Agreement on or before
                  January 31, 2003, (ii) is on payment terms not exceeding sixty
                  (60) days from the original  invoice date,  including  dating,
                  and (iii) is  acceptable  to  Factor in its sole and  absolute
                  discretion. Notwithstanding anything to the contrary set forth
                  herein,  Borrowers and Factor hereby acknowledge,  confirm and
                  agree


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                  that Factor shall have neither the Credit Risk nor the risk of
                  non-payment for any other reason on any PKT Receivable.

                  "PKT  RECEIVABLE  SUPPLEMENTAL  AVAILABILITY"  means  for  the
                  period  commencing  on January 24, 2003 through and  including
                  March 31,  2003,  an amount  equal to the  aggregate  net face
                  amount of all PKT  Receivables  outstanding  from time to time
                  LESS Factor's commission thereon,  PROVIDED, THAT, in no event
                  shall the PKT Receivable Supplemental  Availability exceed Two
                  Million ($2,000,000) Dollars.  Notwithstanding anything to the
                  contrary   contained   herein,   Borrowers  and  Agent  hereby
                  acknowledge,  confirm  and agree  that on April 1, 2003 and at
                  all  times   thereafter   the  PKT   Receivable   Supplemental
                  Availability shall be equal to Zero ($0) Dollars.

         (b)      The definition of "Borrowing Base" appearing in Section 1.2 of
                  the Credit  Agreement  is hereby  amended and  restated in its
                  entirety to read as follows:

                  "Borrowing Base" means the sum of:

                  (a)      up to ninety  percent  (90%) of the  Factor  Payments
                           Due, LESS reserves  established by Agent from time to
                           time in its sole and absolute discretion (in addition
                           to, and not in limitation of the reserves established
                           by  Agent   pursuant  to   subsection   (g)  of  this
                           definition); PLUS

                  (b)      ninety  percent  (90%) of the balance due on Eligible
                           Receivables; PLUS

                  (c)      the lesser of (i) fifty percent (50%) of the value of
                           Eligible  Inventory  located in the United  States of
                           America  or (ii)  Twenty-Five  Million  ($25,000,000)
                           Dollars; PLUS

                  (d)      fifty   percent   (50%)  of  the  value  of  Eligible
                           inventory  which is in  transit  and is  covered by a
                           commercial  letter  of credit  issued by the  Issuer;
                           PLUS

                  (e)      the Overadvance Limit; PLUS

                  (f)      up to  ninety  percent  (90%)  of the PKT  Receivable
                           Supplemental Availability; LESS

                  (g)      reserves.  Reserves  shall  mean an  excess  dilution
                           reserve  in an amount  equal to all  amounts by which
                           Dilution of  Receivables  exceeds ten percent  (10%),
                           rounded up to the nearest full percentage."


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<PAGE>


         (c)      The  definition of "Factor  Payments Due" appearing in Section
                  1.2 of the Credit  Agreement is hereby amended and restated in
                  its entirety to read as follows:

                  "FACTOR PAYMENTS DUE" means at any date all amounts payable by
                  Factor to Borrowers  pursuant to Section 3.3 of this Agreement
                  as of such date, OTHER THAN amounts payable in connection with
                  PKT Receivables."

         (d)      The first sentence of Section 10.2 of the Credit  Agreement is
                  hereby  amended  and  restated  in its  entirety  to  read  as
                  follows:

                  "Deliver to Agent (a) on or before  Wednesday  of each week as
                  and for the immediately prior week, Inventory reports, and (b)
                  on or before the fifteenth (15th) day of each month as and for
                  the immediately prior month (i) accounts receivable aging, and
                  (ii) accounts payable schedules,  all of which reports, agings
                  and  schedules  shall be  acceptable  to Agent in its sole and
                  absolute discretion."

         3.       ACCOMMODATION  FEE. In consideration of the accommodations set
                  forth herein,  Borrowers  acknowledge,  confirm and agree that
                  Agent may charge and Borrowers shall pay an accommodation  fee
                  in the amount of Twenty-five Thousand ($25,000) Dollars, which
                  accommodation fee shall be fully earned as of the date hereof,
                  shall not be subject to refund,  rebate or  proration  for any
                  reason whatsoever, and may be charged by Agent to Borrowers as
                  of the date hereof.

         4.       CONDITION  TO   EFFECTIVENESS.   The   effectiveness  of  this
                  amendment and the agreement of Agent to the  modifications and
                  amendments  set forth in this  amendment,  are  subject to the
                  fulfillment of the following conditions precedent:

                  (a)      Agent shall have  received all fees and other amounts
                           due  and  payable  to  Agent  upon  or  prior  to the
                           effectiveness of this amendment.

                  (b)      Each of the  representations  and warranties  made by
                           Borrowers in the Credit  Agreement  shall be true and
                           correct  in all  material  respects  on and as of the
                           date of this amendment; and

                  (c)      No  Event  of  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.


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<PAGE>


         5.       NO OTHER  MODIFICATIONS.  Except  as  specifically  set  forth
                  herein, no other  amendments,  changes or modifications to the
                  Credit  Agreement  or the  Other  Documents  are  intended  or
                  implied, and, in all other respects,  the Credit Agreement and
                  the Other Documents shall continue to remain in full force and
                  effect in  accordance  with their terms as of the date hereof.
                  Except as  specifically  set forth herein,  nothing  contained
                  herein  shall  evidence a waiver or  amendment by the Agent of
                  any other  provisions  of the  Credit  Agreement  or the Other
                  Documents nor shall anything  contained herein be construed as
                  a consent  by the Agent to any  transaction  other  than those
                  specifically consented to herein.

         6.       NO THIRD PARTY BENEFICIARIES. The terms and provisions of this
                  amendment  shall be for the benefit of the parties  hereto and
                  their  respective  successors  and assigns;  no other  person,
                  firm, entity or corporation  shall have any right,  benefit or
                  interest under this amendment.

         7.       COUNTERPARTS.  This  amendment may be signed in  counterparts,
                  each of which  shall  be an  original  and all of which  taken
                  together  constitute  one  amendment.  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.

         8.       MERGER.  This  amendment  sets forth the entire  agreement and
                  understanding  of the parties  with respect to the matters set
                  forth  herein.  This  amendment  cannot be changed,  modified,
                  amended  or  terminated  except in a writing  executed  by the
                  party to be charged.

                                         Very truly yours,

                                         GMAC COMMERCIAL CREDIT LLC

                                         By:
                                             -----------------------------------
                                         Title:
                                                --------------------------------
ACKNOWLEDGED AND AGREED:

TARRANT APPAREL GROUP

By:      /S/ PATRICK CHOW
         -----------------------
         Patrick Chow
Title:   CHIEF FINANCIAL OFFICER

TAG MEX, INC.

By:      /S/ PATRICK CHOW
         -----------------------
         Patrick Chow
Title:   CHIEF FINANCIAL OFFICER

                       [SIGNATURES CONTINUED ON NEXT PAGE]


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                    [SIGNATURES CONTINUED FROM PREVIOUS PAGE]


FASHION RERSOURCE (TCL), INC.

By:      /S/ PATRICK CHOW
         -----------------------
         Patrick Chow

Title:   CHIEF FINANCIAL OFFICER

UNITED APPAREL VENTURES, LLC

By:      /S WILFRED KALMAR
         ------------------------

Title:  Chief Financial Officer


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<PAGE>


LIMITED GUARANTY


TO:      GMAC COMMERCIAL CREDIT LLC

         Reference  is made to the  Revolving  Credit,  Factoring  and  Security
Agreement,  dated as of January 21, 2000,  by and among  Tarrant  Apparel  Group
("Tarrant"),  Tag Mex, Inc. ("Tag"),  Fashion Resource (TCL), Inc.  ("Fashion"),
United  Apparel  Ventures,  LLC  ("United";  and together with Tarrant,  Tag and
Fashion, each, individually, a "Borrower" and collectively, the "Borrowers") and
GMAC  Commercial  Credit LLC, as agent (as a lender and as successor in interest
to Finova Capital Corporation and Sanwa Bank California, the "Company"), and the
Lenders from time to time parties  thereto (as  heretofore  amended,  and as the
same now  exists or may  hereafter  be  amended,  restated,  renewed,  replaced,
substituted,   supplemented,   extended,  or  otherwise  modified,  the  "Credit
Agreement"). The undersigned hereby guarantees to Company and its successors and
assigns,  the prompt  payment at  maturity,  or whenever  they may become due in
accordance  with any of their terms of all now  existing and  hereafter  arising
liabilities,  indebtedness  and  obligations  of the  Borrowers  to the  Company
(including  "Obligations,"  as defined in the Credit  Agreement),  whenever  and
however arising or acquired by the Company,  whether  arising before,  during or
after the initial Term or any renewal Term of the Credit  Agreement or after the
commencement  of any case with respect to the  undersigned or any Borrower under
the United States  Bankruptcy  Code or any similar statute  (including,  without
limitation,  the payment of interest,  fees and other amounts which would accrue
and  become  due but for the  commencement  of such  case),  whether  direct  or
indirect,  absolute or contingent (collectively,  the "Obligations") and whether
the same may now be or  hereafter  become due from any of the  Borrowers  or the
executors,  administrators,  successors  or  assigns  of any  of the  Borrowers,
including the cost of protest and all legal  expenses of or for  collection,  or
for realization upon any collateral for the Obligations  ("Collateral") or other
guaranty.  If this guaranty and/or any Obligation is placed with an attorney for
collection,  the undersigned  further agrees to pay an attorney's fee of fifteen
percent of any principal  and interest due and demanded,  which is hereby agreed
to be just and  reasonable  and which shall be  recoverable  with the amount due
under this guaranty.

         Demand of  payment,  presentment,  protest  and notice of  dishonor  or
non-payment  are hereby  expressly  waived,  and if any of the  Obligations  are
payable  on  demand,  the  Company  may,  in its sole and  absolute  discretion,
determine  the  reasonableness  of the period,  if any,  to elapse  prior to the
making of demand.

         The undersigned  hereby consents and agrees that,  without notice to or
further  assent from the  undersigned,  the time of payment of all or any of the
Obligations,  or any  other  provisions  of the  Obligations,  may be  extended,
changed or  modified,  the parties  thereto  discharged,  any or all  Collateral
released without  obtaining other Collateral in substitution  therefor,  and any
composition or settlement  consummated  and accepted,  and that the  undersigned
will  remain  bound  upon  this  guaranty   notwithstanding  one  or  more  such
extensions,  changes,  modifications,   discharges,  releases,  compositions  or
settlements.  The  undersigned  further  consents and agrees that this  guaranty
shall not be impaired or  otherwise  affected by any failure to call for,  take,
hold,  protect or perfect,  continue the  perfection  of or enforce any security
interest in or other lien upon,


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<PAGE>


any Collateral or by any failure to exercise, delay in the exercise, exercise or
waiver of, or  forbearance  or other  indulgence  with  respect to, any right or
remedy available to the Company.

         The  Company  may  also at any  time in its  discretion  sell,  assign,
transfer and deliver the whole of the  Collateral,  or any part thereof,  or any
substitute therefor, or any additions thereto, at public or private sale, at any
time or place  selected by the  Company,  at such prices as it may deem best and
either for cash or for credit or future delivery,  at the option of the Company,
without either demand,  advertisement  or notice of any kind to the undersigned,
which are hereby expressly waived.

         The undersigned assigns,  pledges and grants a security interest to the
Company in any money or property belonging to the undersigned at any time in the
possession  of the  Company or in the  possession  of any parent,  affiliate  or
subsidiary of the Company  (hereinafter called a "Related  Company"),  including
any deposit  balances and all property held by the Company or a Related  Company
for any purpose including safekeeping,  custody,  transmission,  collection,  or
pledge,  and all proceeds of the foregoing,  as security for the  performance by
the undersigned of the obligations under this guaranty, whether due or not, with
full power and  authority to apply any such money,  property and proceeds to the
extinguishment  of  any  such  obligations  and to  sell,  enforce,  collect  or
otherwise  realize on said  money,  property  or  proceeds  in  accordance  with
applicable law.

         The  undersigned  agrees that the Company is not to be obligated in any
manner to inquire into the powers of the Borrowers,  or their successors,  their
directors, officers, or agents, acting or purporting to act on their behalf, and
any  liabilities  purporting  to be  contracted  for  the  Borrowers,  or  their
successors,  by their directors,  officers, or agents, in the professed exercise
of such  powers,  shall be deemed to form a part of the  liabilities  guaranteed
hereunder  even though the  incurrence of such  liabilities  be in excess of the
powers of the Borrowers,  their  successors,  or their directors,  officers,  or
agents aforesaid, or shall be in any way irregular, defective or informal.

         The  liability of the  undersigned  on this  guaranty  shall be direct,
immediate, absolute, continuing, unconditional, unlimited and shall at all times
be valid and enforceable  irrespective of any other  agreements or circumstances
of any nature whatsoever which might otherwise constitute a defense hereto. Such
liability shall not be conditional or contingent upon the pursuit by the Company
of whatever remedies it may have against the Borrowers'  successors,  executors,
administrators  or assigns,  or the security or liens it may  possess,  and this
guaranty  shall  be and  shall  be  construed  as being  and  intended  to be, a
continuing  guaranty  of the  payment of any and all  Obligations  either  made,
endorsed or contracted  by the  Borrowers,  or any  successor of the  Borrowers,
prior to the receipt by the Company of written  notice of the revocation of this
guaranty by the undersigned,  and of all extensions or renewals thereof in whole
or in part and  notwithstanding the death of, or the revocation of this guaranty
by, the undersigned guarantor, the liability of the guarantor so revoking and of
the estate of the guarantor who dies shall continue as to  Obligations  incurred
or contracted by the Borrowers, or any successor of the Borrowers, prior to such
revocation or death and as to all extensions and renewals  thereof,  in whole or
in part.


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<PAGE>


         If any payment of the  Obligations is made by or for the benefit of the
Borrowers  and is repaid by the  Company  to the  Borrowers  or any other  party
pursuant  to any  federal,  state or other  law,  including  those  relating  to
bankruptcy, insolvency, preference or fraudulent transfer, then to the extent of
such repayment, the liability of the undersigned with respect to such Obligation
shall  continue in full force and  effect.  The  undersigned  agrees that if the
Company gives to the undersigned written notice of the institution of any action
or proceeding,  legal or otherwise between the Company and any of the Borrowers,
the  undersigned  shall be  conclusively  bound by the  adjudication in any such
legal or other proceeding, or by any judgment or award decree entered therein.

         Until such time as the  Obligations  have been  fully and  indefeasibly
paid, the undersigned  waives any claim or other right which the undersigned may
now have or hereafter  acquire  against any of the Borrowers or any other person
that is primarily or contingently  liable on any obligation that arises from the
existence or performance of the  undersigned's  obligations under this guaranty,
including,   without  limitation,  any  right  of  subrogation,   reimbursement,
exoneration, contribution, or indemnification.

         The  undersigned  also  waives  the right to  assert  in any  action or
proceeding upon this guaranty any defenses,  offsets or counterclaims  which the
undersigned  may now or hereafter  have.  This guaranty shall be governed by and
construed and  interpreted in accordance  with the laws of the State of New York
(without  giving  effect to New York law on conflicts  of law).  All actions and
proceedings  arising  out of or in  connection  with this  guaranty,  the Credit
Agreement  and/or  any  transactions  relating  hereto and  thereto,  including,
without  limitation,  for  recognition or  enforcement  of any judgment,  may be
brought  in the  federal  or state  courts  of the  State of New York or, at the
Company's  option,  in any  other  courts  as the  Company  may  select  and the
undersigned  agrees that such courts are convenient  forums and the  undersigned
unconditionally and irrevocably  submits,  for the undersigned and its property,
to the nonexclusive personal jurisdiction of such courts. The undersigned agrees
that a final  judgment in any such action or proceeding  shall be conclusive and
may be enforced in other  jurisdictions  by suit on the judgment or in any other
manner provided by law. The undersigned  additional hereby waives:  (a) personal
service of process and consents that service of process upon the undersigned may
be made by certified or registered mail, return receipt  requested,  directly to
the undersigned at the address of the undersigned appearing below and service so
made  shall be deemed  completed  two (2) days after the same shall have been so
mailed;  (b) any claim that the  undersigned  is not  personally  subject to the
jurisdiction of the above named courts; and (c) notice of the acceptance of this
guaranty. This guaranty cannot be altered or discharged orally.

         The continuing  liability of the  undersigned  hereunder is in addition
to, and not in limitation  of, the  undersigned's  liability  under that certain
Guaranty date March 2, 2001 executed by the undersigned in favor of the Company.

         THE  UNDERSIGNED  WAIVES  THE  RIGHT TO  TRIAL  BY JURY IN ALL  ACTIONS
BROUGHT BY OR AGAINST THE COMPANY.

         The continuing liability of the undersigned  hereunder shall not exceed
the sum of (a) the lesser of: (i) Two Million  ($2,000,000)  Dollars or (ii) the
PKT Receivable  Supplemental  Availability (as defined in the Credit Agreement),
[PLUS (b)  interest  thereon at the Default  Rate (as  defined  under the Credit
Agreement)]  PLUS  (c)  any and all  costs,  fees  and  expenses  of  collection
hereunder,  including  without  limitation,  attorneys'  fees and  expenses.  In
addition to and not in limitation of the  foregoing,  the Company shall have the
right to make demand upon the undersigned hereunder and the undersigned shall be
directly and unconditionally liable for and obligated to pay to the Company, the
gross  face  amount of any PKT  Receivable  that  remains


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<PAGE>


unpaid for any reason  longer  than sixty (60) days after the  original  invoice
date of such PKT Receivable.

         IN WITNESS  WHEREOF,  the  undersigned has duly executed these presents
this 24th day of January, 2003.



  /S/ GERARD GUEZ
-----------------------------
GERARD GUEZ
3151 E. Washington Blvd.
Los Angeles, California 90023


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STATE OF CALIFORNIA        )
                           ) SS.
COUNTY OF LOS ANGELES      )

         On this 24th day of January, 2003, before me personally appeared Gerard
Guez to me known  and  known  to me to be the  individual  described  in and who
executed the foregoing  instrument and that such individual duly acknowledged to
me that such individual executed same.



                                                        /S/ ANTONIO SILVA
                                                      --------------------------
                                                      Notary Public