EXHIBIT 10.16.16


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                            DATED 31ST DECEMBER 2004

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                           TARRANT LUXEMBOURG SARL (1)
                                  (AS CHARGOR)

                                       AND

                UPS CAPITAL GLOBAL TRADE FINANCE CORPORATION (2)
                              (AS SECURITY TRUSTEE)


                              AMENDMENT AGREEMENT
                                       TO
                               CHARGE OVER SHARES

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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   LUXEMBOURG  SARL  (formerly  known  as  Machrima   Luxembourg
         International   S.a.r.l.),   a  company  existing  under  the  laws  of
         Luxembourg with its registered  office at 7, Parc  d'Activite  Syrdall,
         L-5365 Munsbach (the "CHARGOR"); and

(2)      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 charge  over  shares (the  "CHARGE  OVER  SHARES")
         entered  into on 26th  February  2003 by the  Chargor  in favour of the
         Security  Trustee (in its  capacity as trustee for the  Beneficiaries),
         the  Chargor,  inter alia,  mortgaged,  charged and  assigned by way of
         first fixed charge the  Securities to the Security  Trustee (as trustee
         for  and on  behalf  of  each  of the  Beneficiaries)  as a  continuing
         security for the due and punctual  performance  and  observance  by the
         Chargor of all 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 Borrowers,  to advance a loan of  US$5,000,000  to the Borrowers
         upon and subject to the terms and conditions set out therein.

(C)      The Chargor is the ultimate  beneficial owner of each of the Borrowers,
         and it is a condition  precedent to the Loan Agreement that the Chargor
         execute  and deliver  this  Amendment  Agreement  in order to agree and
         acknowledge  that the  obligations  of the Chargor  under the Term Loan
         Finance Documents to which it is a party shall be deemed to be included
         in the  definition  of  "Secured  Obligations"  under the  Charge  over
         Shares.

(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  Charge  over  Shares,  the
         following  words  and  expressions  shall  (except  where  the  context
         otherwise requires) have the following meanings:-

         "Assignment of Notes"      the  assignment of notes  executed as of the
                                    date  hereof  by the  Chargor  in  favour of
                                    UPSC,  in  respect  of  the  benefit  of two
                                    promissory  notes made by Kamel  Nacif Borge
                                    in favour of Tarrant  Mexico,  S. de R.L. de
                                    C.V.  in  the  sums  of   US$2,550,000   and
                                    US$1,360,000


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                                    respectively,  the  benefit of each of which
                                    has been assigned to the Chargor;


         "Chargor's Obligations"    all  of  Chargor's   obligations  under  the
                                    Relevant Finance Documents;


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

         "New Guarantee"            the  guarantee  entered  into as of the date
                                    hereof by the Chargor in favour of UPSC;

         "Relevant Finance          each of the Term Loan  Finance  Documents to
         Documents"                 which  the  Chargor  is a  party,  including
                                    without  limitation  (i) the  Assignment  of
                                    Notes; and (ii) the New Guarantee.

         "Term Loan Finance         has  the   meaning   ascribed  to  the  term
          Documents"                "Finance Documents" in the Loan Agreement;

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

2.       AMENDMENTS

2.1      The Chargor hereby acknowledges and agrees that:-

         2.1.1    UPSC shall be deemed to be included in the  definition  of the
                  "Beneficiaries"  under the Charge over Shares,  and the Charge
                  over Shares shall be deemed to be amended accordingly;

         2.1.2    the Relevant Finance  Documents shall be deemed to be included
                  in the definition of the "Security Documents" under the Charge
                  over Shares,  and the Charge over Shares shall be deemed to be
                  amended accordingly;

         2.1.3    the  Chargor's  Obligations  shall be deemed to be included in
                  the definition of "Secured  Obligations" under the Charge over
                  Shares,  and the  Charge  over  Shares  shall be  deemed to be
                  amended accordingly; and

         2.1.4    the terms and  conditions  of the  Charge  over  Shares  shall
                  continue to secure all the Secured Obligations,  including all
                  the   Chargor's   Obligations   under  the  Relevant   Finance
                  Documents.


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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 Charge  over  Shares or (b) UPSC under any
         Relevant Finance Document,  nor constitute a waiver of any provision of
         the Charge over Shares or any Relevant Finance Document. Except for the
         amendments and agreements set forth above,  the text of the Charge over
         Shares and all Relevant Finance Documents shall remain unchanged and in
         full force and effect and the Chargor hereby  ratifies and confirms its
         obligations thereunder. This Amendment Agreement shall not constitute a
         modification of the Charge over Shares or any Relevant Finance Document
         or a course of dealing  with the  Security  Trustee or UPSC at variance
         with the Charge over Shares or any Relevant Finance Document such as to
         require  further  notice by the  Security  Trustee  or UPSC to  require
         strict  compliance  with the  terms of the  Charge  over  Shares or any
         Relevant Finance Document in the future,  except as expressly set forth
         herein. The Chargor  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 Charge
         over  Shares and all  Relevant  Finance  Documents.  The Chargor has no
         knowledge of any  challenge to the Security  Trustee's or UPSC's claims
         arising under the Charge over Shares or any Relevant Finance  Document,
         or to the  effectiveness  of the  Charge  over  Shares or any  Relevant
         Finance Document.

3.2      The parties hereby acknowledge and confirm that neither the obligations
         of the Chargor nor the rights and remedies of the Security  Trustee and
         UPSC under the Charge over Shares or any Relevant  Finance  Document 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 Charge over  Shares 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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THE CHARGOR
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SIGNED for and on behalf of         )
TARRANT LUXEMBOURG SARL             )
by:                                 )        /S/ CORAZON REYES
                                             -----------------------------------
                                             Corazon Reyes, Manager

in the presence of:

 /S/ MARIE CRUZ
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WITNESS



THE SECURITY TRUSTEE
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SIGNED for and on behalf of         )
UPS CAPITAL GLOBAL                  )
TRADE FINANCE CORPORATION           )
by:                                 )        /S/ JOHN P. HOLLOWAY
                                             -----------------------------------
                                             John P. Holloway


in the presence of:

 /S/ ILLEGIBLE
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WITNESS


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