0001193125-06-001718 Sample Contracts

NOTE CONVERSION AGREEMENT
Note Conversion Agreement • January 5th, 2006 • Cygne Designs Inc • Women's, misses', and juniors outerwear • California

THIS NOTE CONVERSION AGREEMENT (this “Agreement”) is made and entered into effective as of January 3, 2006, by and between Diversified Apparel Resources, LLC (f/k/a Commerce Clothing Company, LLC), a California limited liability company (the “Holder”), and Cygne Designs, Inc., a Delaware corporation (the “Company”).

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • January 5th, 2006 • Cygne Designs Inc • Women's, misses', and juniors outerwear • California

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), is made and entered into effective as of January 3, 2006, by and between Cygne Designs, Inc., a Delaware corporation (the “Company”), and Diversifed Apparel Resources, LLC (f/k/a Commerce Clothing Company, LLC), a California limited liability company (“Diversified”).

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