EXHIBIT 10.14.23


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                             DATED 31ST OCTOBER 2005

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

                                       AND

                UPS CAPITAL GLOBAL TRADE FINANCE CORPORATION (4)
                                   (AS AGENT)


                           FIFTEENTH DEED OF VARIATION
                                       TO
                      SYNDICATED LETTER OF CREDIT FACILITY
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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 DEED OF VARIATION is made the 31st day of October 2005

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 (the "AGENT").


WHEREAS:

(A)      Under the terms of a  syndicated  letter of credit  facility  agreement
         (the "FACILITY  AGREEMENT"  which  expression shall include the same as
         from time to time amended,  supplemented  or modified)  entered into on
         13th June 2002 by and between the  Borrowers  and the Finance  Parties,
         the Agent (in its capacity as the Issuer)  agreed,  inter alia, to make
         available  to the  Borrowers  a  facility  for the issue of  letters of
         credit, upon the terms and subject to the conditions set out therein.

(B)      Under various Deeds of Variation to the Facility Agreement entered into
         on 26th February,  2003,  19th May, 2003,  2nd June,  2003,  18th June,
         2003, 23rd December,  2003, 17th March, 2004, 5th May, 2004, 17th June,
         2004,  29th October,  2004, 31st December,  2004, 14th February,  2005,
         27th June 2005,  29th July 2005 and 31st August 2005 by and between the
         Borrowers and the Agent (the "PRIOR DEEDS OF  VARIATION"),  the parties
         thereto  agreed to vary the terms of the Facility  Agreement as set out
         in the Prior Deeds of Variation.

(C)      The parties hereto have therefore agreed,  pursuant to Clause 23 of the
         Facility Agreement,  to vary the terms of the Facility Agreement as set
         out in this Deed of Variation.

NOW THIS DEED HEREBY WITNESSETH as follows:-

1.      DEFINITIONS AND INTERPRETATION

        Words and  phrases  which are not defined or  construed  in this Deed of
        Variation but which are defined or construed in the Facility  Agreement,
        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 Deed of Variation
        and the Facility  Agreement,  the terms of this Deed of Variation  shall
        prevail.  References  to  clause  numbers  are to those  clauses  in the
        Facility Agreement, unless indicated otherwise.


                                       1
<PAGE>


2.      VARIATION

2.1      The parties  hereto hereby agree that the Facility  Agreement  shall be
         varied in the following manner:-

         2.1.1    By  the  deletion  in  its  entirety  from  Clause  1.1 of the
                  Facility  Agreement of the  definition  of the term  "SECURITY
                  DOCUMENTS", and the substitution therefor of the following:

                  "`SECURITY DOCUMENTS'     (I)   THE    SYNDICATED    COMPOSITE
                                            GUARANTEE AND  DEBENTURE,  (II) EACH
                                            OF THE PARENT GUARANTEES,  (III) THE
                                            GUEZ  GUARANTEE,  (IV) A CHARGE OVER
                                            SHARES  EXECUTED  ON  26TH  FEBRUARY
                                            2003 BY TARRANT LUXEMBOURG IN FAVOUR
                                            OF THE  AGENT  (IN ITS  CAPACITY  AS
                                            SECURITY   TRUSTEE   THEREUNDER)  IN
                                            RESPECT  OF ITS  SHARES IN  TARRANT,
                                            (V)   A   STOCK   PLEDGE   AGREEMENT
                                            EXECUTED  ON 31ST  DECEMBER  2004 BY
                                            GERARD  GUEZ IN  FAVOUR OF THE AGENT
                                            (IN ITS CAPACITY AS SECURITY TRUSTEE
                                            HEREUNDER)  IN RESPECT OF HIS SHARES
                                            IN TAG,  AND (VI) THE  INTERCREDITOR
                                            AGREEMENT,  IN EACH CASE AS  AMENDED
                                            OR MODIFIED FROM TIME TO TIME;"

       2.1.2      By  the  deletion  in  its  entirety  from  Clause  1.1 of the
                  Facility  Agreement of the definition of the term "TERMINATION
                  DATE", and the substitution therefor of the following:

                  "`TERMINATION DATE'       31ST  JANUARY,  2006, OR ANY EARLIER
                                            DATE  UPON   WHICH  THE  ISSUER  MAY
                                            (WHETHER    ALONE   OR   ACTING   IN
                                            CONJUNCTION  WITH ANY OTHER  BANK OR
                                            FINANCIAL  INSTITUTION) ENTER INTO A
                                            CREDIT  FACILITY  AGREEMENT WITH THE
                                            BORROWERS IN ORDER TO REFINANCE  THE
                                            FACILITY   AND  TO   SUPERSEDE   AND
                                            REPLACE THIS AGREEMENT;"


         2.1.3    By the deletion in its entirety of Sub-Clause  4.8.3(a) of the
                  Facility  Agreement,  and the  substitution  therefor with the
                  following:

                  "INTEREST FOR THESE PURPOSES SHALL ACCRUE UPON SUCH AMOUNTS AS
                  STATED ABOVE AS WELL AFTER AS BEFORE  JUDGMENT,  FROM THE DATE
                  WHEN SUCH AMOUNTS WERE FIRST PAID BY THE ISSUER UNTIL  PAYMENT
                  OF THEM BY THE  BORROWER(S)  IN  FULL,  AT THE  RATE OF 3% PER
                  ANNUM  ABOVE THE  INTEREST  RATE  PUBLISHED  UNDER THE  "MONEY
                  RATES"  SECTION  OF THE WALL  STREET  JOURNAL  (ON EACH DAY ON
                  WHICH IT IS PUBLISHED)  AS THE "PRIME RATE",  AS SUCH RATE MAY
                  CHANGE FROM TIME TO TIME; PROVIDED,  HOWEVER, THAT IF THE WALL
                  STREET  JOURNAL  SHALL  CEASE TO PUBLISH  SUCH RATE (OR ITSELF
                  CEASES TO BE  PUBLISHED),  THEN THE INTEREST RATE SHALL BE THE
                  HIGHEST  AMONG  THE  PRIME,  BASE  OR  EQUIVALENT  RATES  THEN
                  PUBLICLY  ANNOUNCED BY BANK OF AMERICA,  N.A., JP


                                       2
<PAGE>


                  MORGAN CHASE BANK AND WACHOVIA BANK, NATIONAL  ASSOCIATION (OR
                  THEIR RESPECTIVE SUCCESSORS-IN-INTEREST) FROM TIME TO TIME;"

         2.1.4    By the  deletion in its entirety of  Sub-Clause  12.3.1 of the
                  Facility  Agreement,  and the  substitution  therefor with the
                  following:

                  "FROM THE DATE OF THE OCCURRENCE OF ANY EVENT OF DEFAULT UNTIL
                  SUCH EVENT OF DEFAULT IS REMEDIED TO THE  SATISFACTION  OF THE
                  AGENT, OR UNTIL ALL SUMS PAYABLE HEREUNDER HAVE BEEN SATISFIED
                  OR  DISCHARGED  IN FULL  AND NONE OF THE  BANKS  IS UNDER  ANY
                  CONTINGENT  LIABILITY HEREUNDER OR UNDER ANY LETTER OF CREDIT,
                  ANY INTEREST  PAYABLE BY THE BORROWER IN RESPECT OF ANY LETTER
                  OF CREDIT SHALL BE  CALCULATED  AT THE RATE PER ANNUM EQUAL TO
                  AN ADDITIONAL 2.5% PER ANNUM TO THAT REFERRED TO IN SUB-CLAUSE
                  4.8.3(A)  ON THE  MAXIMUM  FACE  VALUE OF ANY LETTER OF CREDIT
                  THEN OUTSTANDING."

         2.1.5    By the  deletion in its entirety of Schedule 1 to the Facility
                  Agreement, and the substitution therefor of the following:

                                   "SCHEDULE 1
<TABLE>
                              BANKS AND COMMITMENTS
<CAPTION>
------------------------- -------------- -------------- ----------------------------
COLUMN 1: BANK            COLUMN 2:      COLUMN 3:      COLUMN 4:
                          COMMITMENT     SUB-LIMIT      APPLICABLE PERIOD
------------------------- -------------- -------------- ----------------------------
<S>                       <C>            <C>            <C>
UPS CAPITAL GLOBAL TRADE  US$15,000,000  US$15,000,000  ON OR BEFORE 31ST AUGUST,
FINANCE CORPORATION                                     2005
------------------------- -------------- -------------- ----------------------------
                          US$14,500,000  US$11,500,000  AT ANY TIME ON OR AFTER 1ST
                                                        SEPTEMBER, 2005, AND BEFORE
                                                        1ST OCTOBER, 2005
------------------------- -------------- -------------- ----------------------------
                          US$14,000,000  US$11,000,000  AT ANY TIME ON OR AFTER 1ST
                                                        OCTOBER, 2005 AND BEFORE
                                                        1ST NOVEMBER, 2005
------------------------- -------------- -------------- ----------------------------
                          US$13,500,000  US$10,500,000  AT ANY TIME ON OR AFTER 1ST
                                                        NOVEMBER, 2005 AND BEFORE
                                                        1ST DECEMBER, 2005
------------------------- -------------- -------------- ----------------------------
                          US$13,000,000  US$10,000,000  AT ANY TIME ON OR AFTER 1ST
                                                        DECEMBER 2005 AND BEFORE
                                                        1ST JANUARY, 2006
------------------------- -------------- -------------- ----------------------------
                          US$12,500,000  US$9,500,000   AT ANY TIME ON OR AFTER 1ST
                                                        JANUARY, 2006
------------------------- -------------- -------------- ----------------------------
</TABLE>

3.       NO OTHER AMENDMENTS OR WAIVERS


                                       3
<PAGE>


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

3.2      The parties hereby acknowledge and confirm that neither the obligations
         of any  Borrower  nor the rights and  remedies  of the Agent  under the
         Facility  Agreement 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 Deed of  Variation  or the  variation of the
         terms and conditions of the Facility  Agreement in accordance with this
         Deed of Variation.

4.       GENERAL

4.1     This Deed of Variation 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 Deed of  Variation  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 Deed of Variation has been entered into the day and year
first above written.


                                       4
<PAGE>


THE BORROWERS


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



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


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


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


                                       5
<PAGE>


THE AGENT


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

/S/ KETAK SAMPAT
----------------------------------
Ketak Sampat, WITNESS


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