(B) Under various Deeds of Variation to the Facility Agreement

 EXHIBIT 10.16.18

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                             DATED 27TH JUNE 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)

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                            TWELFTH 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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THIS DEED OF VARIATION is made the 27th day of June 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 and 14th February,  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.

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 "TERMINATION
                  DATE", and the substitution therefor of the following:

                  "`TERMINATION DATE'               31ST  AUGUST,  2005,  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;"

         2.1.2    By the deletion in its entirety of Clause 10.4 of the Facility
                  Agreement, and the substitution therefor with the following:

                  "10.4    FINANCIAL RATIOS

                           EACH  OF THE  BORROWERS  SHALL  ENSURE  THAT,  AT ALL
                           TIMES,  THE FINANCIAL  CONDITION OF TAG AND THE GROUP
                           (ON A  CONSOLIDATED  BASIS),  MEASURED ON A QUARTERLY
                           BASIS, SHALL BE SUCH THAT TANGIBLE NET WORTH SHALL BE
                           NOT LESS THAN THE FOLLOWING  AMOUNTS ON THE FOLLOWING
                           DATES:

                           DATE                               TANGIBLE NET WORTH
                           ----                               ------------------
                           30TH SEPTEMBER, 2004               US$20,000,000
                           31ST DECEMBER, 2004                US$22,000,000
                           31ST MARCH, 2005                   US$22,000,000
                           30TH JUNE, 2005                    US$22,000,000
                           30TH SEPTEMBER, 2005, AND ON       US$25,000,000
                           THE LAST DATE OF EACH FISCAL
                           QUARTER THEREAFTER

                           AS   CALCULATED   BY  REFERENCE  TO  THE   ACCOUNTING
                           INFORMATION (THE "RELEVANT  ACCOUNTING  INFORMATION")
                           MOST RECENTLY  DELIVERED  UNDER THIS AGREEMENT  BEING
                           (I) THE ANNUAL AUDITED FINANCIAL STATEMENTS DELIVERED
                           UNDER CLAUSE  10.2.1 AND (II) EACH SET OF  MANAGEMENT
                           ACCOUNTS (AS  CONSOLIDATED  FOR THE  RELEVANT  FISCAL
                           QUARTER) DELIVERED UNDER CLAUSE 10.2.2."

         2.1.3    By  the  renumbering  of  existing  Sub-clause  10.2.6  as new
                  Sub-clause  10.2.7,  and by the insertion of a new  Sub-clause
                  10.2.6 of the Facility Agreement as follows:

                  "10.2.6  MONTHLY INVENTORY  LISTING:  BY THE END OF EACH MONTH
                           COMMENCING  31ST  JULY,  2005,  A  MONTHLY  INVENTORY
                           LISTING,  BY EACH U.S.  LOCATION OF TAG AND FRI,  FOR
                           THE IMMEDIATELY PRECEDING MONTH; AND"

                  and by the  deletion  of the word "AND" being the last word of
                  Sub-clause 10.2.5 of the Facility Agreement;

        2.1.4     By  the  insertion  of a new  Sub-clause  11.2.10  of  the
                  Facility Agreement as follows:

                  "11.2.10    LANDLORD  WAIVERS:  IT WILL CAUSE AND PROCURE THAT
                              WRITTEN   LANDLORD   WAIVERS  (IN  SUCH  FORM  AND
                              SUBSTANCE  AS IS  SATISFACTORY  TO THE  AGENT)  IN
                              RESPECT OF EACH LOCATION OR PREMISES OF TAG AND/OR
                              FRI AT WHICH INVENTORY IS LOCATED, BE DELIVERED TO
                              THE AGENT ON OR BEFORE 30TH JULY, 2005."

                  and by the  deletion  of the  period at the end of  Sub-clause
                  11.2.9 and the insertion of the  punctuation and words "; AND"
                  in  substitution  therefor,  and by the  deletion  of the word
                  "AND" being the last word of Sub-clause 11.2.8 of the Facility
                  Agreement.

3.       NO OTHER AMENDMENTS OR WAIVERS

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.

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/ GRACE TAM
-------------------------------
Grace Tam, Director/Secretary

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

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

 /S/ GRACE TAM
-------------------------------
Grace Tam, Director/Secretary

THE AGENT

SIGNED for and on behalf of              )
UPS CAPITAL GLOBAL                       )
TRADE FINANCE CORPORATION                )
by:                                      )
in the presence of:                      )
                                                    ----------------------------
                                                    SIGNATURE

--------------------------
WITNESS

 

Basic Info X:

Name: (B) Under various Deeds of Variation to the Facility Agreement
Type: Facility Agreement
Date: Aug. 11, 2005
Company: TARRANT APPAREL GROUP
State: California

Other info: