EXHIBIT 10.111.1


                          AMENDMENT TO PROMISSORY NOTE

         This  Amendment  to  Promissory  Note (this  "Amendment"),  dated as of
January 2, 2003, is by and between TARRANT  APPAREL GROUP, a corporation  formed
under the laws of the State of California  with offices at 3151 East  Washington
Boulevard, Los Angeles, California 90023 ("Maker") and TODD KAY ("Payee").

         WHEREAS,   for  good  and  valuable   consideration   the  receipt  and
sufficiency of which was and is hereby acknowledged, Maker executed that certain
Promissory Note (the "Note") dated as of July 1, 2002,  under which Maker agreed
to pay to Payee the principal sum of One Million Two Hundred Sixty-Six  Thousand
Two Hundred Dollars  ($1,266,200.00)  (or such lesser principal amount as may be
outstanding, when due) (the "Principal"); and

         WHEREAS,  the  Note  obligated  Maker to pay to  Payee  the  Principal,
according  to a  specified  schedule of  payments,  the last of which was due on
January 6, 2003; and

         WHEREAS,  the Note obligated Maker to pay to Payee all accrued interest
on the Principal on March 31, 2003; and

         WHEREAS, the current outstanding  Principal of the Note is Four Hundred
Eighty Seven Dollars and none of the accrued interest payable under the Note has
been paid;

         NOW, THEREFORE,  for good and valuable  consideration,  the receipt and
sufficiency  of which is hereby  acknowledged,  Maker and Payee (the  "Parties")
agree as follows:

         1.  REVISED  INTEREST  DUE DATE.  The interest due under the Note shall
continue to accrue on the outstanding Principal balance of the Note, at the rate
and under the terms set  forth in the Note,  and all  accrued  interest  due and
payable  under  the  Note  shall  be  paid,  without  counterclaim,  set-off  or
deduction, on September 30, 2003.

         2.  REVISED   PAYMENT  SCHEDULE.    Maker  shall  unconditionally   and
irrevocably  pay to Payee,  without  counterclaim,  set-off  or  deduction,  the
outstanding  Principal  of the Note,  in payments of $30,000 per week,  with the
first  payment due on April 4, 2003.  Thereafter,  payments  will be due every 7
days until the principal is repaid.

Notwithstanding  the foregoing  REVISED PAYMENT  SCHEDULE  amounts above,  Maker
shall  only be  required  to make the  payments  set forth in each  such  clause
(inclusive  of any  Payment  Deficiency  as  defined  in the  Note) on each such
Maturity Date,  if, and to the extent that, on the Maturity Date,  there is Cash
Flow from Operations (as defined in the Note), the  determination  thereof being
based upon Maker's  consolidated  revenues and  operating  expenses  during each
applicable  weekly period.  To the extent that their is not sufficient Cash Flow
from Operations on any of such Maturity Dates to make the payments due on any of
such dates, Maker shall advise Payee, in writing,  of the Payment Deficiency and
the Payment  Deficiency will be carried


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forward and  automatically  become due on the next succeeding  Maturity Date (in
addition to the amount otherwise due on that date).

         3.  NO FURTHER AMENDMENTS.  Except for the foregoing, no other terms of
conditions of the Note are altered  hereby,  and all other terms and  conditions
remain in full force and effect.

         IN WITNESS WHEREOF, the Parties,  intending to be legally bound hereby,
have caused this Amendment to be signed by their authorized  representatives  as
of the date first written above.

TARRANT APPAREL GROUP


By:   /S/ PATRICK CHOW                                    /S/ TODD KAY
    ----------------------------                        ------------------------
      Patrick Chow, CFO                                   TODD KAY


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