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                                                                 Exhibit 10.24.2

                   FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
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                                    BETWEEN
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                      TODD KAY AND TARRANT APPAREL GROUP
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              THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT ("the Amendment") is
dated as of January 10, 2000 and is entered into by and between Todd Kay
("Executive") and Tarrant Apparel Group (the "Company") with reference to the
following facts:

              A.  The Company and Executive entered into an Employment Agreement
dated January 1, 1998; and

              B.  The Company and Executive desire to amend the Employment
Agreement with respect to the term thereof and Executive's compensation
thereunder.

              NOW, THEREFORE, IN CONSIDERATION OF the foregoing facts and the
mutual agreements set forth below, Executive and the Company hereby agree as
follows:

        1.     Amendment to Employment Agreement.
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        (a)  Paragraph 3 of the Employment Agreement is hereby amended in its
entirety to read as follows:

        "3. Term of Agreement. The term of this Agreement shall commence on
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        January 1, 1998 and, unless earlier terminated pursuant to the
        provisions of Section 5, shall continue until March 31, 2003 (the
        "Term")."

        (b)  Paragraph 4.1 of the Employment Agreement is hereby amended in its
entirety to read as follows from and after the date hereof:

        "4.1 Base Salary. The Company shall pay to Executive an annual base
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        salary ("Base Salary") at the rate of $500,000 per annum (or such
        increased amount as the Board, in its sole discretion, from time to time
        may determine), payable in approximately equal periodic installments
        pursuant  to the general policy of the Company from time to time, but
        not less frequently than monthly. Executive's Base Salary may not be
        decreased during the Term of this Agreement."

        2.     Confirmation of Employment Agreement. Except as expressly
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provided in this Amendment, the Employment Agreement shall remain in full force
and effect and is hereby ratified and confirmed.

        3.     General. This Amedment (i) shall be binding upon the parties
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hereto and their respective successors, agents, representatives, assigns,
officers, directors and employees; (ii) may not be amended or modified except in
writing; (iii) represents the entire understanding of the parties with respect
to the subject matter hereof; (iv) may be executed in separate counterparts,
each of which shall be deemed an original but all such counterparts shall
together constitute one and the same instrument; and (v) shall be governed by
and construed in accordance with the laws of the State of California applicable
to contracts made and to be performed solely within that state. In the event of
any conflict between the Employment Agreement and this Amendment, the provisions
of this Amendment shall govern.

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      IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed as of the date first written above.

TARRANT APPAREL GROUP


By:  /s/ [ILLEGIBLE]
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Its:  Chairman-Corporation Committee


/s/ Todd Kay
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Todd Kay




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