EXHIBIT 10.90.8

                                                               November 13, 2002

                                      GMAC
                                   COMMERCIAL
                                   CREDIT LLC

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

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 LCC, as agent (as a lender and as successor in interest
for Finova Capital Corporation and Sanwa Bank California, the "Agent"),  and the
Lenders from 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").  All
capitalized  terms  used  and  not  otherwise  defined  herein  shall  have  the
respective meanings ascribed to them in the Credit Agreement.

         1. The Borrowers  have advised Agent that,  for the quarter prior ended
September 30, 2002, (i) Borrowers' Tangible Net Worth was less than $98,500,000,
the minimum  Tangible Net Worth permitted as at September 30, 2002 under Section
7.5(a) ("Tangible Net Worth") of the Credit Agreement, and (ii) Borrowers' Fixed
Charge  Coverage  Ratio  was less  than 1.5 to 1.0,  the  minimum  Fixed  Charge
Coverage  Ratio  permitted as at September 30, 2002 under Section  7.5(b) (FIXED
CHARGE  COVERAGE  RATIO)  of  the  Credit   Agreement.   As  a  result  of  such
noncompliance as at September 30, 2002,  Events of Default have occurred and are
continuing  under subsection (e) of Article XI (EVENTS OF DEFAULT) of the Credit
Agreement (the "SUBJECT  EVENTS OF DEFAULT").  The Borrowers have requested that
Agent waive the Subject  Events of Default,  and Agent has agreed to, and hereby
does,  waive such Subject Events of Default  subject to the terms and conditions
set forth  herein;  PROVIDED,  THAT,  Agent does not waive any Events of Default
other than the Subject  Events of Default as at  September  30,  2002  specified
above,  and Agent hereby reserves all rights and remedies granted to Agent under
the Credit  Agreement  or other  documents,  applicable  law or  otherwise,  and
nothing contained herein shall be construed to limit, impair or otherwise affect
the right of Agent to declare a default or an Event of Default  with  respect to
any future  non-compliance  with any  covenant,  term of provision of the Credit
Agreement  or any other  documents  now or hereafter  executed and  delivered in
connection therewith.


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         2. In  consideration  of  the  waiver  herein,  Borrowers  jointly  and
severally  agree to pay a  non-refundable  fee to Agent in the  amount  of Fifty
Thousand  ($50,000)  Dollars,  which  fee  shall be fully  earned as of the date
hereof and shall be charged by Agent to Borrowers as of the date hereof.

         3. Each of the Borrowers hereby acknowledges,  confirms and agrees that
all amounts  charged or credited to the Loan  Account as of October 31, 2002 are
correct and binding upon each of the Borrowers and that all amounts reflected to
be due and owing in the Loan  Account as of October  31,  2002 are due and owing
without defense, offset or counterclaim.

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

         5. The terms and provisions of this agreement  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 agreement.

         6. This agreement 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  agreement,  it shall not be  necessary  to produce or account for
more than one counterpart signed by the party to be charged.

         7. This agreement sets forth the entire agreement and  understanding of
the parties with respect to the matters set forth herein.  This agreement 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,
                                            AS AGENT

                                            By:    /S/ ILLEGIBLE
                                                 ------------------------------
                                            Title:  Vice President

ACKNOWLEDGED AND AGREED:

TARRANT APPAREL GROUP
TAG MEX, INC.
FASHION RESOURCE (TCL), INC.
UNITED APPAREL VENTURES, LLC

By:    /S/ PATRICK CHOW
     --------------------------
        Patrick Chow
Title:  Chief Financial Officer