0001193125-06-190875 Sample Contracts

Re: Factoring Agreement dated July 31, 2005
Factoring Agreement • September 14th, 2006 • Cygne Designs Inc • Women's, misses', and juniors outerwear

We refer to the Factoring Agreement dated as of July 31, 2005 (as amended, 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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THIRD AMENDMENT TO DISTRIBUTION AGREEMENT
Distribution Agreement • September 14th, 2006 • Cygne Designs Inc • Women's, misses', and juniors outerwear

THIS THIRD AMENDMENT TO DISTRIBUTION AGREEMENT (this “Amendment”), dated August 1, 2006, effective July 31, 2005, is made by and between Diversified Apparel Resources, LLC f/k/a Commerce Clothing Company, LLC (“Diversified”), a California limited liability company with its principal executive offices at 5804 East Slauson Avenue, Commerce, California 90040 and Cygne Designs, Inc., a Delaware corporation (“Cygne”), having its principal executive office at 11 West 42nd Street, New York, New York 10036.

FOURTH AMENDMENT TO SUPPLY AGREEMENT
Supply Agreement • September 14th, 2006 • Cygne Designs Inc • Women's, misses', and juniors outerwear

THIS FOURTH AMENDMENT TO SUPPLY AGREEMENT (this “Amendment”), dated August 1, 2006, effective July 31, 2005, is made by and between AZT International S. de R.L. de C.V., a Mexico corporation (“AZT”), an affiliate of Diversified Apparel Resources, LLC f/k/a Commerce Clothing Company, LLC (“Diversified”), a California limited liability company with its principal executive offices at 5804 East Slauson Avenue, Commerce, California 90040, Cygne Designs, Inc., a Delaware corporation (“Cygne”), having its principal executive office at 11 West 42nd Street, New York, New York 10036 and Diversified.

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