Second Amendment To The Distribution Agreement, Dated April 27, 2006

Exhibit 10.23

SECOND AMENDMENT TO DISTRIBUTION AGREEMENT

THIS SECOND AMENDMENT TO DISTRIBUTION AGREEMENT (this " Amendment" ), dated April 27, 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 42 nd Street, New York, New York 10036.

RECITALS

A. Diversified and Cygne previously entered into a Distribution Agreement dated July 31, 2005, as amended on December 9, 2005 (the " First Amendment" ) (collectively, the " Agreement" ) providing for the provision by Diversified of certain distribution services for Cygne under the terms and conditions set forth in the Agreement.

B. The parties desire to amend certain provisions of the A ...