TARRANT APPAREL GROUP
EX-10.16.21
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>3
<FILENAME>ex10-16_21.txt
<DESCRIPTION>EX-10.16.21
<TEXT>
                                                                EXHIBIT 10.16.21

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                              DATED 29TH JULY 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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                          THIRTEENTH 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 29th day of July 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 and 27th June 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  Sub-clause   11.2.10  of  the  Facility
                  Agreement of the words "30TH JULY, 2005", and the insertion of
                  the words "12TH AUGUST, 2005" in substitution therefor.

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.


                                       2
<PAGE>


THE BORROWERS


THE COMMON SEAL of               )
TARRANT COMPANY LIMITED          )
was hereunto affixed             )
in the presence of:              )


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


/S/ JOHNNY YUEN
--------------------------------
Johnny Yuen, Director/Secretary




THE COMMON SEAL of               )
MARBLE LIMITED                   )
was hereunto affixed             )
in the presence of:              )


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


/S/ JOHNNY YUEN
--------------------------------
Johnny Yuen, Director/Secretary




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


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


/S/ JOHNNY YUEN
--------------------------------
Johnny Yuen, Director/Secretary


                                       3
<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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