Amendment To The Distribution Agreement, Dated December 9, 2005

Exhibit 10.19


AMENDMENT TO DISTRIBUTION AGREEMENT


THIS AMENDMENT TO DISTRIBUTION AGREEMENT (this " Amendment" ), dated December 9, 2005, 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 (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 Agreement and incorporate this Amendment therein.


C. Any terms used but not defined herein shall have the meanings assigned to them in the Agreement.


NOW, THEREFORE, and in consideration of the mutual promises, covenants, representations and good and valuable consideration set forth herein, the adequacy of which is hereby acknowledged, the parties hereto agree as follows:


1. Term .

(a) This Amendment shall be effective as of July 31, 2005 and shall expire on October 31, 2006 (the " Initial Amendment Term" ). The parties may extend this Amendment for additional periods beyond the Initial Amendment Term upon the mutual written agreement of the parties. The Initial Term and extended terms, if any, shall be collectively referred to herein ...