0001193125-06-095192 Sample Contracts

As of January 31, 2006
Factoring Agreement • May 1st, 2006 • Cygne Designs Inc • Women's, misses', and juniors outerwear

We refer to the Factoring Agreement dated as of July 31, 2005 (the “Factoring Agreement”), which among other things sets forth the terms on which Milberg Factors, Inc. (“Milberg”) has agreed to make certain discretionary advances available to Cygne Designs, Inc. (the “Borrower”). All capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Factoring Agreement.

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ASSET PURCHASE AGREEMENT by and among CYGNE DESIGNS, INC., INNOVO AZTECA APPAREL, INC., AND INNOVO GROUP, INC. Dated March 31, 2006
Asset Purchase Agreement • May 1st, 2006 • Cygne Designs Inc • Women's, misses', and juniors outerwear • Delaware

This Asset Purchase Agreement dated March 31, 2006 (the “Execution Date”), is by and among (i) CYGNE DESIGNS, INC., a Delaware corporation (“Buyer”), (ii) INNOVO AZTECA APPAREL, INC., a California corporation (“Seller”) and (iii) INNOVO GROUP, INC., a Delaware Corporation (“Innovo”).

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