TARRANT APPAREL GROUP
SECOND AMENDMENT TO OPERATING AGREEMENT
<DOCUMENT>
<TYPE>EX-10.101.2
<SEQUENCE>7
<FILENAME>dex101012.txt
<DESCRIPTION>SECOND AMENDMENT TO OPERATING AGREEMENT
<TEXT>
<PAGE>

                                                                EXHIBIT 10.101.2

                     SECOND AMENDMENT TO OPERATING AGREEMENT

         This SECOND AMENDMENT TO OPERATING AGREEMENT ("Amendment") is dated as
of January 2, 2002 and is being entered into by and among Azteca Production
International, Inc. ("Azteca") and TAG MEX, Inc. ("TAG MEX").

         Reference is made to the Operating Agreement dated July 1, 2001 (as
amended October 23, 2001) between Azteca and TAG MEX ("Operating Agreement").
(Capitalized terms used in this Amendment that are not defined in this Amendment
shall have the meanings set forth in the Operating Agreement.)

         The parties hereto agree to amend and modify the Operating Agreement as
follows:

         1.   MODIFIED PRINCIPAL PLACE OF BUSINESS.
              ------------------------------------

         Section 2.4 of the Operating Agreement setting forth the principal
place of business of the LLC is hereby amended in its entirety to read as
follows:

         The principal place of business of the LLC shall be at 3151 E.
         Washington Boulevard, Los Angeles, California 90023, or at such other
         place as a majority of the authorized number of Managers shall from
         time to time determine.

         2.   CHANGE OF ELECTED OFFICER.
              -------------------------

         Section 6.5.4 of the Operating Agreement setting forth the duties and
powers of the Chief Executive Officer and President and electing the initial
Chief Executive Officer and President of the LLC is hereby amended in its
entirety to read as follows:

         Either the president or the chief executive officer of the LLC shall
         preside at all meetings of the Members, shall have general and active
         management of the business of the LLC and shall see that all orders and
         resolutions of the Members and the Managers are carried into effect.
         The president shall have an affirmative duty to adequately protect the
         LLC from any and all liability, including, but not limited to,
         acquiring appropriate insurance coverage. Eddy Yuen is hereby elected
         to serve as president and chief executive officer of the LLC until
         removed or replaced in accordance with this Agreement.

         3.   MODIFIED DUTIES AND POWERS OF CHIEF FINANCIAL OFFICER AND
              ----------------------------------------------------------
              TREASURER.
              ---------
Section 6.5.7 of the Operating Agreement, as amended, setting forth the duties
and powers of the Chief Financial Officer and Treasurer, is hereby amended in
its entirety to read as follows:

         The chief financial officer shall be responsible to oversee the
         financial and accounting conditions of the company, including the
         issuance of financial statements for the LLC on a monthly basis.
         Patrick Chow is hereby elected to serve as chief financial officer of
         the LLC until removed or replaced in accordance with this Agreement

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         The controller shall be responsible to keep a full and accurate set of
         books and perform various administrative and accounting functions as
         required by the chief financial officer. Wilfred Kalmar is appointed
         to act as the controller of the LLC until removed or replaced in
         accordance with this Agreement.

         The treasurer shall establish bank accounts to receive remittances and
         funds on behalf of the LLC. The treasurer shall make LLC funds
         available for the purposes of making LLC disbursements. Patrick Chow is
         hereby elected to serve as treasurer of the LLC until removed or
         replaced in accordance with this Agreement.

         4.   General. Except as herein expressly provided to the contrary, all
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the remaining terms and provisions of the Operating Agreement and related
documents shall remain in full force and effect. This Amendment sets forth in
full all of the representations and agreements of the parties with respect to
the subject matter hereof, and supersedes all prior discussions,
representations, agreements and understandings between the parties with respect
to the subject hereof. This Amendment may not be modified or amended, nor may
any rights hereunder be waived, except in a writing signed by the parties
hereto. This Amendment is being entered into, and shall be governed by the laws
of the State of California.

         IN WITNESS WHEREOF, the parties hereto have caused these presents to be
duly executed as of the day and year above first written.

                                        AZTECA PRODUCTION INTERNATIONAL, INC.

                                        By    /s/ Hubert Guez
                                              ---------------------------------
                                        Its   President
                                              ---------------------------------

                                        TAG MEX, INC.

                                        By    /s/ Eddy Yuen
                                              ---------------------------------
                                        Its   _________________________________


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