EXHIBIT 10.33


                            DESIGN SERVICES AGREEMENT

         THIS DESIGN SERVICES  AGREEMENT (this  "AGREEMENT") is made and entered
into on the 27th day of February,  2008, to be effective as of November 15, 2007
(the  "EFFECTIVE  DATE"),  by and  between  (i) WILLIAM  RAST  SOURCING,  LLC, a
California limited liability company,  located at 150 West Jefferson  Boulevard,
Los Angeles, CA 90007 (the "COMPANY"),  and (ii) PARIS68 LLC, a New York limited
liability company  ("DESIGNER"),  JOHAN LINDEBERG ("JL") and MARCELLA  LINDEBERG
"(ML"),  each located at 510 LaGuardia  Place,  New York, NY 10002. The Company,
Designer,  JL  and  ML  are  sometimes  referred  to  herein  as a  "PARTY"  and
collectively, as the "PARTIES."

                                    RECITALS

         A.       The Company  licenses  rights to the trademark  "William Rast"
                  and is in the business of designing,  sourcing the manufacture
                  of, and selling William Rast(TM) branded apparel.

         B.       Designer, in part by utilizing the personal services of JL and
                  ML,  provides  design,   sourcing,   sampling,  and  marketing
                  services for apparel products.

         C.       The  Company  desires  to  engage  Designer,  and  obtain  the
                  personal  services  of JL and ML,  to  develop  a full line of
                  men's and women's William Rast(TM) branded apparel.

                                    AGREEMENT

         NOW,  THEREFORE,  in consideration of the mutual covenants contained in
this Agreement,  and for other good and valuable  consideration  the receipt and
adequacy of which are hereby acknowledged, the Parties agree as follows:

1.       DEFINITIONS.  As used in this  Agreement,  the following terms have the
         following meanings:

         1.1      "CONTRACT  YEAR" means any of Contract Year 1, Contract Year 2
                  and Contract Year 3, where  "CONTRACT YEAR 1" means the period
                  commencing on January 1, 2008 and  continuing  until  December
                  31, 2008;  "CONTRACT  YEAR 2" means the period  commencing  on
                  January 1, 2009 and  continuing  until  December 31, 2009; and
                  "CONTRACT  YEAR 3" means the period  commencing  on January 1,
                  2010 and continuing until December 31, 2010.

         1.2      "OFF-PRICE  TRANSACTIONS"  shall  mean bona fide  sales by the
                  Company  of  Products  to  unaffiliated  third  parties  at  a
                  discount of at least 40% off the Company's  initial list price
                  for such Products.

         1.3      "NET SALES" shall mean, for the applicable Royalty Period, (i)
                  100% of the gross sales price of the Products  invoiced by the
                  Company during the Royalty Period in  transactions  other than
                  Off-Price Transactions, plus (ii) 70% of the gross sales price
                  of the  Products  invoiced by the  Company  during the Royalty
                  Period in Off-Price Transactions,  LESS (iii) price allowances
                  and  customary  and usual  trade  discounts  granted,  returns
                  actually  credited and freight  separately  charged during the
                  Royalty Period,  LESS (iv)  Uncollectable  Amounts  recognized


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                  during the  Royalty  Period.  Taxes on Net Sales such as value
                  added taxes or its equivalent shall be deducted and separately
                  listed. Any Uncollectable  Amounts deducted in calculating Net
                  Sales for any Royalty Period and subsequently collected by the
                  Company shall be included in the  calculation of Net Sales for
                  the Royalty  Period  during  which the Company  collects  such
                  amount.  Notwithstanding  the foregoing,  in  calculating  Net
                  Sales,  no  deduction  from  the  gross  sales  price  for the
                  Products  shall be taken for costs  incurred by the Company in
                  connection  with the  manufacture  (i.e.,  costs of  goods) or
                  sales,  marketing or  distribution  (including  internal sales
                  commissions) of the Products.

         1.4      "PERSON"  means any  individual,  partnership,  joint venture,
                  corporation,  limited  liability  company,  trust,  estate  or
                  unincorporated organization.

         1.5      "PRODUCT  CATEGORIES"  means,  for each  Season,  a men's  and
                  women's  collection of apparel products comprised of styles in
                  one or more product categories (e.g.,  shirts,  pants, skirts)
                  identified  in  writing  by the  Company  in  advance  of such
                  Season.

         1.6      "PRODUCTS"  means  men's and women's  apparel  products in the
                  Product Categories bearing the Trademark.

         1.7      "SEASON"  means one of the major  divisions of the year when a
                  new collection of apparel  products is first marketed for sale
                  to apparel  wholesalers  and  retailers.  The Seasons for each
                  Contract Year are identified on Exhibit A attached hereto.

         1.8      "SERVICES" means the design, sourcing, sampling, and marketing
                  services  for  the  Products  in the  Product  Categories,  as
                  further  described in Exhibit B attached hereto.  The Services
                  include  the  delivery  by  Designer  to the  Company for each
                  Season  of the  deliverables  identified  on  Exhibit A at the
                  times identified on Exhibit A.

         1.9      "TRADEMARK" means the trademark William Rast(TM).

         1.10     "UNCOLLECTABLE  AMOUNTS"  means,  with respect to sales of the
                  Product,  those sales invoiced to an unaffiliated  third party
                  and unpaid by such third party and, thereafter,  classified as
                  "bad  debt"  or  "uncollectable   amounts"  on  the  Company's
                  financial  statements;  PROVIDED,  that in no case  shall  any
                  unpaid  amounts  on any  invoice  be deemed  an  Uncollectable
                  Amount  unless and until such  amount is more than ninety (90)
                  days outstanding.

2.       PROVISION OF SERVICES; EXCLUSIVITY.

         2.1      SERVICES.  Effective  as of the  Effective  Date,  the Company
                  hereby  retains  Designer to perform the  Services  for and on
                  behalf of the Company,  and Designer  hereby agrees to perform
                  the Services.  Designer agrees that  substantially  all of the
                  Services  performed by Designer  hereunder shall be performed,
                  directed  or managed by JL and ML,  each of whom shall  devote
                  such  time,  effort and skill as is  necessary  for the proper
                  delivery of the Services and compliance  with this  Agreement.
                  Designer,  JL and ML will  undertake  commercially  reasonable
                  efforts to ensure that all  deadlines in respect of the design
                  and completion of each Season are met.


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         2.2      APPROVALS.  All  Services  will be  performed  subject  to the
                  Company's   reasonable  approvals  and  controls  (which  such
                  approvals  and controls  shall not be  unreasonably  withheld,
                  conditioned  or delayed),  including with respect to category,
                  design,  style,  fabric,  and  pricing  for each  Season,  and
                  Designer's performance will be measured against its delivering
                  Products   that  meet  the   Company's   reasonable   approved
                  specifications  as  communicated  to Designer in writing  from
                  time to time.

         2.3      PROMOTIONAL  SERVICES.  As requested in writing by the Company
                  on reasonable advance notice, JL shall make public appearances
                  and perform other reasonable  in-person  services on up to ten
                  (10)  calendar  days  (each  day  limited  to six (6) hours in
                  duration,  exclusive of travel  time) per Contract  Year at no
                  additional   cost   to  the   Company,   other   than   prompt
                  reimbursement  for  reasonable  third-party  costs such as for
                  transportation and accommodations;  PROVIDED, that all travel,
                  transportation and  accommodations  shall be at business class
                  or the  equivalent  standard  or,  if  business  class  is not
                  available, at first class or the equivalent standard.

         2.4      EXCLUSIVE  TO  THE  COMPANY.   Except  as  set  forth  herein,
                  Designer, JL and ML shall provide the Services exclusively for
                  the  Company  solely  with  respect to apparel in the  Product
                  Categories,  and shall not provide any  Services for any other
                  brand or Person  solely with respect to apparel in the Product
                  Categories,  except  for:

                  2.4.1    (i)   J.Lindeberg(TM)   branded   apparel   and   any
                           derivative  thereof,  and  (ii) one or more yet to be
                           launched  brands of apparel with retail  price-points
                           substantially  different than the retail price-points
                           for the Products;

                  2.4.2    any Person manufacturing or designing apparel sold in
                           distribution  channels  other  than the  distribution
                           channels   through   which  the   Products  are  sold
                           (including,   without   limitation,    Wal-Mart,   or
                           departments within department stores that do not sell
                           brands similar to the Products at retail price-points
                           comparable  to those at which the Products are sold);
                           and

                  2.4.3    any Person  manufacturing or designing in the Product
                           Categories, with price-points substantially different
                           than  the  price-points  for  the  Products,  and not
                           using, utilizing, associated or otherwise distributed
                           in connection with the name Bologna68, Paris68, Johan
                           Lindeberg or Marcella Lindeberg.

Notwithstanding  the  foregoing,   the  Company  acknowledges  and  agrees  that
Designer,  JL and ML may perform  Services  for other  apparel  and  non-apparel
clients for: (a) apparel in categories  not included in the Product  Categories,
such as men's and women's tailoring, women's eveningwear,  lingerie,  underwear,
socks, swimwear, active sportswear, golfwear, skiwear, accessories or shoes, and
(b) high-end designer fashion,  mass-market  apparel,  and lower-end price point
apparel,  even if such apparel  includes  apparel in categories  included in the
Product Categories.

         2.5      NON-EXCLUSIVE   TO  DESIGNER.   The  Company   shall  have  no
                  obligation  to  use  Designer,  JL or ML  exclusively  in  the
                  performance  of the  Services,  and may perform  the  Services
                  directly  or engage a third  party to  perform  the  Services.
                  Notwithstanding the foregoing,  upon the direct performance by


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                  the Company of the Services or the engagement of a third party
                  to perform the Services, the Company shall continue to fulfill
                  all of its  obligations  set forth under this  Agreement.  All
                  apparel  that is the  subject  of such  direct or third  party
                  services  pursuant to this  SECTION  2.5 shall not  constitute
                  Products under the Agreement.

         2.6      PRODUCTION  OBLIGATIONS BY THE COMPANY.  With the exception of
                  one (1) set of the  prototype  samples per Season per Contract
                  Year, the production of which  constitute part of the Services
                  to be provided by Designer hereunder, the Company will sample,
                  manufacture and distribute,  at its sole cost and expense, all
                  of the Products derived from Designer's Services.  The Company
                  shall  bear  all  of  the  costs  and  expenses   incurred  in
                  connection with the manufacture and production of the Products
                  including,   without   limitation,   the  duplicate  sampling,
                  manufacture and production of all trims, piece goods and other
                  materials used for the Products produced under this Agreement.

         2.7      COMPLIANCE  WITH LAW. The Company  shall comply with all laws,
                  statutes,   ordinances,   orders,   constitutions,   charters,
                  treaties,  rules or regulations  relating to the  manufacture,
                  production,  marketing,  advertising  and  distribution of the
                  Products ("APPLICABLE LAW"), and will promptly notify Designer
                  if the Company has received notice of any alleged violation of
                  or claim under any Applicable Law. The Company shall indemnify
                  and  hold  harmless  Designer,  JL and ML from any  Claim  (as
                  defined  below)  that any such  Party may suffer or incur as a
                  result of the  Company's  failure to comply  with or breach of
                  any Applicable Law.

3.       COMPENSATION; AUDIT.

         3.1      DESIGN FEES. For the Services,  including, without limitation,
                  the  delivery by  Designer to the Company of the  deliverables
                  identified  on  EXHIBIT A at the times set forth on EXHIBIT A,
                  the Company  has paid  Designer  an  aggregate  of $400,000 in
                  design fees for the period from the Effective Date to the date
                  immediately  preceding the date of this  Agreement,  shall pay
                  Designer  design  fees of  $190,909.09  concurrently  with the
                  execution  and  delivery  of this  Agreement,  and  shall  pay
                  Designer  the  following  design fees in the amounts set forth
                  below (collectively, the "DESIGN FEES"):

DATE (FOR THE PERIOD OF:)                                 AMOUNT
-------------------------                                 ------

March 1, 2008 - December 31, 2008          $1,909,090.90 ($190,909.09 per month)
January 1, 2009 - December 31, 2009        $2,000,000.00 ($166,666.67 per month)
January 1, 2010 - December 31, 2010        $2,000,000.00 ($166,666.67 per month)


All Design Fees are non-refundable and, to the extent not heretofore paid, shall
be due and  payable in the  monthly  amounts  set forth  above on the  fifteenth
(15th) day of the month in the periods set forth herein; PROVIDED, that Designer
has performed all of Designer's material  obligations under this Agreement as of
the date such payment is scheduled to be made,  including,  without  limitation,
the  delivery by Designer of all  deliverables  that  Designer is  scheduled  to
deliver to the Company as set forth on EXHIBIT A prior to such payment  date. If
as of any payment date, Designer has not delivered all deliverables scheduled to


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be  delivered  by Designer as of such  payment  date,  the Company may  withhold
payment  of all  Design  Fees until such  deliverables  have been  delivered  by
Designer in accordance with this Agreement.

         3.2      ROYALTY. For the Services,  and in addition to the Design Fees
                  payable as  provided  in SECTION  3.1 above,  with  respect to
                  Contract  Year 2 and Contract  Year 3 only,  the Company shall
                  pay  to  Designer  a  royalty  (the  "ROYALTY")  equal  to the
                  Applicable Percentage of Net Sales of the Products, calculated
                  with  respect  to  Contract  Year 2 and  Contract  Year  3, as
                  follows:


         NET SALES                                   APPLICABLE PERCENTAGE
         ---------                                   ---------------------

         First $7.5 million                                No Royalty
         $7.5 million to $20 million                          7.0%
         Over $20 million                                     5.0%

The Royalty,  if any, owed Designer shall be calculated on a quarterly  calendar
basis (the "ROYALTY  PERIOD") and shall be payable no later than forty-five (45)
days following the end of the applicable  Royalty  Period.  An obligation by the
Company  to pay a Royalty  to  Designer  shall  accrue  when  Products  are sold
regardless of the time of collection by the Company;  PROVIDED,  that the amount
of Royalty shall be calculated only with respect to amounts  actually  collected
by the Company.  Products  shall be considered  "sold" upon the date of billing,
invoicing,  shipping or payment,  whichever event occurs first. For each Royalty
Period,  the Company shall provide  Designer with a written  royalty  statement,
which statement shall provide a reasonably detailed calculation of the Net Sales
for the applicable  Royalty Period and computation of the amount of Royalty,  if
any, payable hereunder. For purposes of clarity, the Company's obligation to pay
Designer a Royalty  shall apply only with respect to Net Sales that occur during
Contract  Year 2 and Contract Year 3,  notwithstanding  that Net Sales may occur
during Contract Year 1 or after Contract Year 3.

Notwithstanding  this  SECTION 3.2 to the  contrary,  the Company  shall have no
obligation to pay any portion of a Royalty if,  immediately after the payment of
such Royalty,  the  cumulative  amount of Design Fees and Royalties  paid by the
Company to Designer from the inception of this Agreement exceeds an amount equal
to  thirty-three  percent (33%) of the  cumulative  amount of Net Sales from the
inception  of this  Agreement  (the  "ROYALTY  CAP").  The  Royalty Cap shall be
determined  at  the  end  of  the  Term  (whether  upon  expiration  or  earlier
termination), and any Royalties paid by the Company to Designer in excess of the
Royalty Cap shall be refunded by Designer to the Company within thirty (30) days
following  expiration or earlier  termination of the Term.

         3.3      AUDIT.   Designer   and/or   its   designated   representative
                  (including  its  counsel  and/or  accountants)  shall have the
                  right,  upon at least five (5) days written notice and no more
                  than two (2) times per calendar year, to inspect the Company's
                  books and records and all other  documents and material in the
                  possession of or under the control of the Company with respect
                  to the calculation of the Royalty, if any, payable to Designer
                  hereunder,  at the  place or places  where  such  records  are
                  normally retained by the Company. If such inspection reveals a
                  discrepancy  in the amount of Royalty owed  Designer from what
                  was actually paid, the Company shall pay such discrepancy.  If


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                  such  discrepancy  is in  excess of five  percent  (5%) of the
                  amount of the Royalty  that should have been paid to Designer,
                  the Company shall also reimburse Designer for the cost of such
                  inspection   including   any   attorneys'   fees  incurred  in
                  connection  therewith.  All books and  records  related to the
                  Company's  obligations  hereunder shall be maintained and kept
                  accessible and available to Designer (and its  representatives
                  and  agents) for  inspection  for at least two (2) years after
                  termination of this Agreement.

         3.4      PROCEDURE  FOR  RESOLVING  DISAGREEMENTS.  If the  Company and
                  Designer  cannot agree with respect to the  calculation of any
                  Royalty  paid  pursuant  to  SECTION  3.2  following  an audit
                  conducted in  accordance  with  SECTION  3.3,  then they shall
                  negotiate  in good faith for a period of thirty (30) days from
                  the date  Designer  first  notifies  the  Company  of any such
                  disputed Royalty payment (the "RESOLUTION  PERIOD") to resolve
                  any  disagreement  as to  such  Royalty.  If the  Company  and
                  Designer are unable to resolve all disagreements  with respect
                  to such  Royalty  during  the  Resolution  Period,  then  such
                  disagreements   shall  be  submitted  for  final  and  binding
                  resolution to a neutral nationally-recognized  accounting firm
                  to resolve such disagreements  (the "ACCOUNTING  ARBITRATOR").
                  The  Accounting   Arbitrator   shall  be  selected  by  mutual
                  agreement  of the Company  and  Designer;  provided,  that if,
                  within thirty (30) calendar days after the  termination of the
                  Resolution  Period,  the  parties  are  unable  to  agree on a
                  neutral accounting firm to act as Accounting Arbitrator,  then
                  the American  Arbitration  Association ("AAA") in Los Angeles,
                  California shall select the Accounting  Arbitrator,  who shall
                  make a determination as to the matters set forth in the notice
                  of disagreement in accordance with the Commercial  Arbitration
                  Rules of the AAA.  All AAA  proceedings  shall be conducted in
                  Los Angeles,  California.  The determination of the Accounting
                  Arbitrator shall be final and binding.  The fees, expenses and
                  costs of the Accounting  Arbitrator shall be paid by the party
                  whose final calculation of such disputed Royalty was different
                  by the greater amount from that of the Accounting Arbitrator.

         3.5      EXPENSE  REIMBURSEMENT.  The Company shall reimburse  Designer
                  for  pre-approved  (in  writing),  third party,  out-of-pocket
                  expenses  incurred by Designer in connection  with  Designer's
                  provision   of   Services   hereunder   (including,    without
                  limitation,    travel,    samples,    seamstress,    prototype
                  development,  pattern making and any design related services),
                  of up to  $200,000  per  Contract  Year;  provided,  that  any
                  expenses  incurred by JL in  performing  the  obligations  set
                  forth  under  SECTION 2.3 shall not be deemed to be part of or
                  calculated under such cap on reimbursements.  Unless otherwise
                  agreed to by the Company or as set forth herein,  all expenses
                  incurred  by Designer in  performing  Services  excess of such
                  amount per Contract Year shall be paid by Designer.

4.       TERM AND TERMINATION.

         4.1      TERM. The term (the "TERM") of this  Agreement  shall commence
                  as of the  Effective  Date and continue for an initial  period
                  expiring on December  31, 2010 unless  earlier  terminated  as
                  provided  herein.  The  Term may be  extended  for one or more
                  additional  periods  only upon the  written  agreement  of the
                  Company and Designer.

         4.2      TERMINATION FOR CONVENIENCE. The Company shall have the right,
                  exercisable by delivery of written notice to Designer no later
                  than  September  30 of  the  then-current  Contract  Year,  to
                  terminate  this  Agreement at December 31 of the  then-current


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                  Contract Year.  Designer shall have the right,  exercisable by
                  delivery  of  written  notice  to the  Company  no later  than
                  September  30, 2009, to terminate  this  Agreement at December
                  31,  2009.  If either the  Company or Designer  exercises  its
                  right to terminate this agreement for convenience, as provided
                  in this  Section,  Designer  shall  continue  to  provide  the
                  Services through the end of the then-Contract Year (subject to
                  the Company's continuing satisfaction of its obligations under
                  the Agreement), and the Company shall continue to pay Designer
                  all Design Fees and Royalties due and payable  through the end
                  of the then-Contract Year.

         4.3      AUTOMATIC TERMINATION. This Agreement terminates automatically
                  on the  occurrence  of any of the  following  events:  (i) the
                  bankruptcy,  insolvency,  liquidation  or  dissolution  of the
                  Company or Designer;  (ii) the death or disability (continuing
                  for  more  than 90  days)  of JL.;  or  (iii)  any loss by the
                  Company of its right to license the  Trademark,  including the
                  termination  of any license  relating to such Trademark by the
                  owner of such Trademark.

         4.4      TERMINATION  FOR  BREACH.   The  Company  may  terminate  this
                  Agreement  immediately  if any of Designer,  JL or ML fails to
                  perform or comply with one or more of its, his or her material
                  obligations under this Agreement and fails to cure that breach
                  within thirty (30) days of written  notice  thereof.  Designer
                  may terminate this Agreement  immediately if the Company fails
                  to  perform  or  comply  with  one or  more  of  its  material
                  obligations under this Agreement and fails to cure that breach
                  within thirty (30) days of written notice thereof.

5.       CONFIDENTIALITY; PRESS RELEASE; NON-SOLICITATION.

         5.1      CONFIDENTIAL   MATERIAL.   Designer   acknowledges   that  the
                  Company's trade secrets, including,  without limitation, price
                  lists, pricing information, customer lists, customer names and
                  contacts,  trade knowledge,  financial information,  financial
                  projections, unprinted and printed data, and other tangible or
                  intangible  property and all  inventions,  including,  without
                  limitation,  any  and  all  processes,   innovations,   ideas,
                  designs,  developments,  methods,  and  other  discoveries  or
                  developments   whether  or  not   patentable,   all  know-how,
                  modifications or improvements to any of the foregoing, and all
                  related   tangible   or   intangible   property,    constitute
                  confidential material (the "CONFIDENTIAL  MATERIAL") which (i)
                  are valuable, confidential, proprietary and unique information
                  and  trade  secrets  of the  Company,  and (ii) are and  shall
                  remain  the  sole  and  exclusive  property  of  the  Company.
                  Designer further  acknowledges that the Company shall have, in
                  addition  to other  remedies  available  at law,  the right to
                  enjoin  the use of the  Confidential  Material  in any  manner
                  conflicting  with  this  Agreement  or in  derogation  of  the
                  Company's  proprietary  rights,  and that other  remedies  are
                  inadequate to protect the Company's rights in the Confidential
                  Material.

         5.2      NON DISCLOSURE.  Other than in connection with the performance
                  of its  obligations  under  this  Agreement,  or to the extent
                  required by law or judicial  process,  Designer  shall not use
                  for its own  benefit,  nor  disclose to any third  party,  any
                  Confidential Material. Designer shall inform its employees and
                  agents  who  may  come  into  contact  with  the  Confidential
                  Material that it is confidential in nature, and Designer shall
                  take  reasonable   precautions  to  prevent  the  unauthorized
                  exploitation,  transfer,  or disclosure by such  employees and
                  agents.   If  Designer  is   requested   by  oral   questions,
                  interrogatories,   requests  for   information  or  documents,
                  subpoena,  civil or criminal  investigative  demand or similar
                  process to disclose any Confidential Material,  Designer will,
                  if legally  permissible,  provide the Company  with  immediate


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                  notice  of such  request  so that  the  Company  may  consider
                  seeking a protective order in respect thereof. Designer agrees
                  to cooperate  with the  Company,  at the  Company's  sole cost
                  (including  reasonable   attorney's  fees  of  Designer),   in
                  connection  with  any  reasonable  action  undertaken  by  the
                  Company to protect any  unauthorized  disclosure or use of any
                  Confidential  Material.  Notwithstanding  anything to contrary
                  set forth  herein,  Confidential  Material or a disclosure  in
                  breach of SECTION 5 shall not include:  (a) any  disclosure of
                  Confidential Material authorized by the Company, its agents or
                  employees or required by law or any  regulatory  or government
                  authority;  (b) any  Confidential  Material  already  known or
                  independently  developed by Designer, JL or ML or any of their
                  affiliates  or  subsidiaries;  (c) any  Confidential  Material
                  obtained  without  restriction  as to disclosure  from a third
                  party   legitimately   in   possession   of  it;  or  (d)  any
                  Confidential  Material  which is or becomes part of the public
                  domain save by way of a breach of this Agreement.

         5.3      PRESS RELEASE. The Company and Designer shall work together in
                  good  faith to  prepare  and  issue any  press  releases  with
                  respect to this  Agreement  and the  Services  to be  provided
                  hereunder,  and no Party  shall  issue any such press  release
                  and/or  make any  such  public  statement  without  the  prior
                  written consent of the other Parties,  which consent shall not
                  be    unreasonably    withheld,    conditioned   or   delayed.
                  Notwithstanding  the  foregoing,  the Company may disclose the
                  terms  of this  Agreement  if and to the  extent  required  by
                  applicable  law or stock  exchange  rules,  provided  that the
                  Company shall use  commercially  reasonable  efforts to obtain
                  "confidential  treatment"  of the  Agreement  with the SEC (or
                  equivalent  treatment by any other governmental entity) and to
                  redact  such terms as are  reasonably  requested  by the other
                  party.

         5.4      NON-SOLICITATION.  From  and  after  the  Effective  Date  and
                  continuing   until  the  first   (1st)   anniversary   of  the
                  termination  or  expiration  of  this  Agreement,   except  in
                  connection  with the Services to be provided by  Designer,  JL
                  and ML  hereunder,  neither the Company,  on the one hand,  or
                  Designer,  JL or  ML,  on  the  other  hand,  nor  any  of its
                  affiliates or subsidiaries,  shall solicit,  hire or otherwise
                  engage any employee or consultant of the other Party,  without
                  such other Party's prior written consent.

6.       INTELLECTUAL PROPERTY RIGHTS.

         6.1      RIGHTS TO THE TRADEMARK.  As between Designer and the Company,
                  Designer  acknowledges  the Company's  exclusive rights in the
                  Trademark  and,  further  acknowledges  that the  Trademark is
                  unique and  original  to the  Company  and the  Company is the
                  owner or  licensee  thereof.  Designer  shall not, at any time
                  during  or  after  the  Term of  this  Agreement,  dispute  or
                  contest, directly or indirectly, the Company's exclusive right
                  and title to the Trademark, or the validity thereof.  Designer
                  agrees that its use of the Trademark  inures to the benefit of
                  the Company and that the Designer shall not acquire any rights
                  in the Trademark.

         6.2      DESIGN  RIGHTS.  Designer  acknowledges  and  agrees  that the
                  Company shall own all design rights  relating to the Products,
                  regardless of whether such designs were created by the Company
                  or by or on  behalf  of  Designer.  Designer  agrees  to make,
                  procure  and  execute  all   assignments   necessary  to  vest
                  ownership of design rights in the Company. All designs created
                  by Designer  for the  Products  shall be used  exclusively  by
                  Designer  for the  Products  and  may not be used by  Designer
                  under any other  trademark or private  label without the prior
                  written  consent of the Company.  Designer  shall disclose and
                  freely make available to the Company any and all  developments
                  or  improvements  it may make  relating to the Products and to
                  their manufacture, promotion and sale.


                                       8
<PAGE>


         6.3      OWNERSHIP  OF  COPYRIGHT.  Any  copyrights  created  by or for
                  Designer  under this Agreement in any sketch,  design,  print,
                  package,  label, tag or the like designed and approved for use
                  in  connection  with the Products  will be the property of the
                  Company. Designer may not, at any time, do or otherwise suffer
                  to be done any act or thing  that will  adversely  affect  any
                  rights  of the  Company  in such  copyrights  and  will at the
                  Company's  written request (and at the Company's sole cost and
                  expense) do all things  reasonably  required by the Company to
                  protect such rights,  including the  placement of  appropriate
                  notices of copyright ownership.

         6.4      PROTECTING  THE  INTELLECTUAL  PROPERTY.  Designer,  ML and JL
                  agree to execute any  documents  reasonably  requested  by the
                  Company  to  effect  any  of  the  above  provisions,  at  the
                  Company's sole cost and expense.

         6.5      RIGHTS TO JL AND ML NAME AND LIKENESS.  The Company shall have
                  the right,  but not the obligation,  to use JL's and ML's name
                  and likeness to identify  each of them as the designers of the
                  Products in connection with the promotion,  marketing and sale
                  of the Products,  but only with prior written approval of each
                  of  JL  and  ML,  which  approval  will  not  be  unreasonably
                  withheld.  JL and ML, respectively,  shall have sole approval,
                  in his or her respective  sole  discretion,  in the manner and
                  nature in which their  respective name and likeness is used in
                  connection with any marketing,  promotion and other activities
                  related  to the  sale and  manufacture  of the  Products.  The
                  Company and its employees and  associates  and its  affiliates
                  and subsidiaries  shall not,  directly or indirectly,  use the
                  brand  name  "J.Lindeberg"  or any  derivation  thereof in any
                  communication  (oral,  written  or  otherwise)  regarding  the
                  Services.  The Company hereby  acknowledges  that the name and
                  likeness  of JL and ML and any  intellectual  property  rights
                  associated  therewith  belong to and is owned solely by JL, ML
                  and  Designer,  subject only to the Company's  limited  rights
                  with respect thereto as described herein. The Company, and its
                  affiliates and subsidiaries,  shall not, at any time during or
                  after the Term of this Agreement, dispute or contest, directly
                  or indirectly,  JL's, ML's and Designer's  exclusive ownership
                  and  right  to the  name  and  likeness  of JL and ML,  or the
                  validity thereof.  The Company agrees that its use of the name
                  and likeness of JL and ML inures to the benefit of each of JL,
                  ML and Designer  and the Company  shall not acquire any rights
                  in the name and likeness of JL and/or ML.

7.       REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS.

         7.1      BY  THE  COMPANY.  The  Company  represents,   warrants,   and
                  undertakes as follows:  (i) it is free to enter into and fully
                  perform  this  Agreement,  including  granting  the rights set
                  forth  herein;  (ii) it will use its  commercially  reasonable
                  efforts to manufacture,  distribute,  market, promote and sell
                  the Products;  (iii) it will use its  commercially  reasonable
                  efforts to collect  all amounts  invoiced to third  parties in
                  connection with sales of the Products;  and (iv) any statement
                  made by the Company about any of Designer, JL or ML will be of
                  a positive nature and it will not,  whether during the Term or
                  thereafter,  intentionally  do anything  which  disparages  or
                  materially and adversely affects the image of the Designer, JL
                  or ML.


                                       9
<PAGE>


         7.2      BY  DESIGNER,   JL  AND  ML.  Each  of  Designer,  JL  and  ML
                  represents,  warrants,  and  undertakes  as follows:  (i) such
                  Party is free to enter into and fully  perform this  Agreement
                  and to perform and provide the Services and other  obligations
                  as set forth herein without  violating the rights of any third
                  party  whatsoever or the terms of any other agreement  between
                  such Party and a third  party;  (ii) any  designs  provided by
                  such Party  hereunder  shall not infringe  upon or violate any
                  intellectual  property rights of any third party of any nature
                  whatsoever;  and (iii) any statement  made by such Party about
                  the Company and the Products will be of a positive nature, and
                  during the Term and  thereafter,  none of  Designer,  JL or ML
                  shall  intentionally  disparage  such Party's  present or past
                  association with the Company.

8.       INDEMNITY.  The Company hereby  indemnifies  and holds harmless each of
         Designer,  JL and ML from and  against,  any and all  claims,  demands,
         costs,  damages,  liabilities,  expenses,  penalties (including without
         limitation  reasonable  attorneys'  fees) (each, a "CLAIM") arising out
         of, or in connection  with (i) a breach by the Company of any provision
         of this Agreement,  or (ii) the manufacture,  distribution,  marketing,
         promotion,  use or consumption of the Products (including the breach of
         any Applicable Laws or any Claims arising out of the disclosures by the
         Company made pursuant to SECTION 5.3), excluding any Claims arising out
         of the gross  negligence or willful  misconduct of Designer,  JL or ML.
         Each of Designer,  JL and ML hereby  indemnifies and holds harmless the
         Company, its agents and employees from all Claims arising out of, or in
         connection  with a breach  by the  Designer  of any  provision  of this
         Agreement,  excluding any Claims arising out of the gross negligence of
         willful misconduct of the Company, its agents or employees.

9.       MISCELLANEOUS.

         9.1      INDEPENDENT  CONTRACTOR.  It is the  intention  of the Parties
                  that  Designer,  JL and ML are,  and  shall be  deemed  to be,
                  independent contractors in connection with their engagement by
                  the Company,  and nothing  contained herein shall be deemed or
                  construed   in  any  manner   whatsoever   as   creating   any
                  partnership,   joint  venture,  employment  or  other  similar
                  relationship  between the Company and any of Designer,  JL and
                  ML.

         9.2      ASSIGNMENT.  No party may  transfer any rights or delegate any
                  duties provided for under the terms of this Agreement  without
                  the prior written consent of the other Parties,  which consent
                  shall not be unreasonably  withheld.  All terms and provisions
                  of this  Agreement  shall be  binding  upon  and  inure to the
                  benefit   of  the   parties   hereto   and  their   respective
                  transferees, successors and assigns.

         9.3      NOTICES.   All   notices,   requests,   consents   and   other
                  communications  that are required or permitted hereunder shall
                  be in  writing  and  shall be  delivered  personally,  sent by
                  telecopier or facsimile  transmission and confirmed by mailing
                  a confirmation copy registered or certified air mail,  postage
                  prepaid or mailed by certified  or  registered  mail,  postage
                  prepaid,  return-receipt  requested (in which case it shall be
                  deemed given two business days after mailing) to the addresses
                  listed in the introductory  paragraph of this Agreement.  Such
                  address  may be changed  from time to time by either  party by
                  providing  written notice to the other in the manner set forth
                  in this SECTION 9.3.


                                       10
<PAGE>


         9.4      GOVERNING  LAW.  This  Agreement  and  any  contract  of  sale
                  concluded  in  accordance   with  this   Agreement   shall  be
                  interpreted   and  their   effects   shall  be  determined  in
                  accordance  with the laws of the State of California,  without
                  regard to the conflicts of laws and principles thereof.

         9.5      SEVERABILITY. If any provision of this Agreement is held to be
                  invalid,  illegal  or  unenforceable  for any reason or in any
                  respect   whatsoever,    such   invalidity,    illegality   or
                  unenforceability shall not affect any other provisions of this
                  Agreement,  and this  Agreement  shall be construed as if such
                  invalid,  illegal or  unenforceable  provision  had never been
                  contained herein.

         9.6      WAIVER.  The  waiver  by any  party  hereto  of any  breach or
                  default  shall not  constitute  a waiver of any  different  or
                  subsequent  breach or  default.  No  waiver to this  Agreement
                  shall be  effective  unless  stated in  writing  and signed by
                  authorized representatives of all parties.

         9.7      ENTIRE   AGREEMENT.   This  Agreement,   when  signed  by  the
                  authorized   representatives  of  all  parties  hereto,  shall
                  constitute the only  agreement  among them with respect to the
                  subject   matter   hereof  and  shall   supersede   all  prior
                  agreements,  oral or  written,  including  the  Memorandum  of
                  Terms,  dated as of October 18, 2007.  This  Agreement  may be
                  amended only by a writing singed by all Parties hereto.

         9.8      COUNTERPARTS.  This  Agreement  may be executed in one or more
                  counterparts,  each of which shall be deemed an original,  but
                  all of  which  together  shall  constitute  one and  the  same
                  instrument.


                                       11
<PAGE>


         IN WITNESS WHEREOF,  the Parties have executed this Agreement as of the
date first set forth above.


                                  WILLIAM RAST SOURCING, LLC,
                                  a California limited liability company


                                  By:  /s/ Colin Dyne
                                       -----------------------------------------
                                       Colin Dyne
                                  Its: Manager


                                  PARIS68, LLC,
                                  a New York limited liability company


                                  By:  /s/ Johan Lindeberg
                                       -----------------------------------------
                                       Johan Lindeberg
                                  Its: Manager

                                  /s/ Johan Lindeberg
                                  ----------------------------------------------
                                  Johan Lindeberg

                                  /s/ Marcella Lindeberg
                                  ----------------------------------------------
                                  Marcella Lindeberg


                                       12
<PAGE>


                                    EXHIBIT A

                            SEASONS AND DELIVERABLES

<TABLE>
<CAPTION>
                                                                                            2008             2008             2008
FINANCIAL          PARIS 68 IN CONJUNCTION WITH            WILLIAM RAST               FALL 1 START     FALL 2 START    HOLIDAY START
RESPONSIBILITY     WILLIAM RAST
<S>                <C>                                     <C>                            <C>              <C>              <C>
Paris 68           Initial Merchandising Review
                     and Initial SKU Plan                                                 07/19/07         07/19/07         07/19/07
Paris 68           First and subsequent reviews                                           09/02/07         09/02/07         09/02/07
Paris 68           Finalize SKU PLAN- START First
                     Samples                                                              09/16/07         09/16/07         09/16/07
Paris 68           First Samples and Costings due                                         11/15/07         11/15/07         11/15/07
                   LINE FINALIZED                                                         01/15/08         01/15/08         01/15/08
William Rast       Sales Samples complete                  Sales Samples complete         02/01/07         02/01/07         04/20/07
                                                           SELLING START                    2/1/08           2/1/08           2/1/08
                                                           -------------------------------------------------------------------------
                                                           SELLING CUT OFF                 3/25/08          4/28/08          6/28/08
                                                           =========================================================================
Paris 68           Fit Samples due- Final Tech Pack due    Fitting Complete                 3/3/08           5/3/08           7/3/08
William Rast                                               Production  START                3/6/08           5/6/08           7/6/08
START DELIVERY                                                                              6/1/08           8/1/08          10/1/08
FINAL DELIVERY                                                                             7/30/08          9/30/08         11/30/08
</TABLE>


<TABLE>
<CAPTION>
                                                                                            2009              2009            2009
FINANCIAL          PARIS 68 IN CONJUNCTION WITH            WILLIAM RAST             SPRING 1 START    SPRING 2 START    SUMMER START
RESPONSIBILITY     WILLIAM RAST
<S>                <C>                                     <C>                            <C>              <C>              <C>
Paris 68           Initial Merchandising Review
                     and Initial SKU Plan                                                 01/15/08          01/15/08        01/15/08
Paris 68           First and subsequent reviews                                           01/22/08          01/22/08        01/22/08
Paris 68           Finalize SKU PLAN- START First
                     Samples                                                              02/05/08          02/05/08        02/05/08
Paris 68           First Samples and Costings due                                         03/06/08          03/06/08        03/06/08
                   LINE FINALIZED                                                         04/05/08          04/05/08        04/05/08
William Rast       Sales Samples complete                  Sales Samples complete         06/21/08          06/21/08        06/21/08
                                                           SELLING START                    7/1/08            7/1/08          7/1/08
                                                           -------------------------------------------------------------------------
                                                           SELLING CUT OFF                 8/27/08          10/28/08        12/24/08
                                                           =========================================================================
Paris 68           Fit Samples due- Final Tech Pack due    Fitting Complete                 9/2/08           11/3/08          1/1/09
William Rast                                               Production  START                9/5/08           11/6/08          1/4/09
START DELIVERY                                                                             12/1/08            2/1/09          4/1/09
FINAL DELIVERY                                                                             1/31/09           3/30/09         5/30/09


<CAPTION>
                                                                                            2009              2009            2009
FINANCIAL          PARIS 68 IN CONJUNCTION WITH            WILLIAM RAST               FALL 1 START      FALL 2 START   HOLIDAY START
RESPONSIBILITY     WILLIAM RAST
<S>                <C>                                     <C>                            <C>              <C>              <C>
Paris 68           Initial Merchandising Review
                     and Initial SKU Plan                                                 05/10/08          05/10/08        05/10/08
Paris 68           First and subsequent reviews                                           06/24/08          06/24/08        06/24/08
Paris 68           Finalize SKU PLAN- START First
                     Samples                                                              07/08/08          07/08/08        07/08/08
Paris 68           First Samples and Costings due                                         09/06/08          09/06/08        09/06/08
                   LINE FINALIZED                                                         10/06/08          10/06/08        10/06/08
William Rast       Sales Samples complete                  Sales Samples complete         12/22/08          12/22/08        12/22/08
                                                           SELLING START                    1/1/09            1/1/09          1/1/09
                                                           -------------------------------------------------------------------------
                                                           SELLING CUT OFF                 2/27/09           4/28/09         6/28/09
                                                           =========================================================================
Paris 68           Fit Samples due- Final Tech Pack due    Fitting Complete                 3/3/09            5/3/09          7/3/09
William Rast                                               Production  START                3/5/09            5/6/09          7/6/09
START DELIVERY                                                                              6/1/09            8/1/09         10/1/09
FINAL DELIVERY                                                                             7/30/09           9/30/09        11/30/09
</TABLE>


<TABLE>
<CAPTION>
                                                                                            2010              2010            2010
FINANCIAL          PARIS 68 IN CONJUNCTION WITH            WILLIAM RAST             SPRING 1 START    SPRING 2 START    SUMMER START
RESPONSIBILITY     WILLIAM RAST
<S>                <C>                                     <C>                            <C>              <C>              <C>
Paris 68           Initial Merchandising Review
                     and Initial SKU Plan                                                 11/07/08          11/07/08        11/07/08
Paris 68           First and subsequent reviews                                           12/22/08          12/22/08        12/22/08
Paris 68           Finalize SKU PLAN- START First
                     Samples                                                              01/05/09          01/05/09        01/05/09
Paris 68           First Samples and Costings due                                         03/06/09          03/06/09        03/06/09
                   LINE FINALIZED                                                         04/05/09          04/05/09        04/05/09
William Rast       Sales Samples complete                  Sales Samples complete         06/21/09          06/21/09        06/21/09
                                                           SELLING START                    7/1/09            7/1/09          7/1/09
                                                           -------------------------------------------------------------------------
                                                           SELLING CUT OFF                 8/28/09          10/28/09        12/28/09
                                                           =========================================================================
Paris 68           Fit Samples due- Final Tech Pack due    Fitting Complete                 9/2/09           11/3/09          1/1/10
William Rast                                               Production  START                9/5/09           11/6/09          1/4/10
START DELIVERY                                                                             12/1/09            2/1/10          4/1/10
FINAL DELIVERY                                                                             1/31/10           3/30/10         5/30/10


<CAPTION>
                                                                                            2010              2010            2010
FINANCIAL          PARIS 68 IN CONJUNCTION WITH            WILLIAM RAST               FALL 1 START      FALL 2 START   HOLIDAY START
RESPONSIBILITY     WILLIAM RAST
<S>                <C>                                     <C>                            <C>              <C>              <C>
Paris 68           Initial Merchandising Review
                     and Initial SKU Plan                                                 05/10/09          05/10/09        05/10/09
Paris 68           First and subsequent reviews                                           06/24/09          06/24/09        06/24/09
Paris 68           Finalize SKU PLAN- START First
                     Samples                                                              07/08/09          07/08/09        07/08/09
Paris 68           First Samples and Costings due                                         09/06/09          09/06/09        09/06/09
                   LINE FINALIZED                                                         10/06/09          10/06/09        10/06/09
William Rast       Sales Samples complete                  Sales Samples complete         12/22/09          12/22/09        12/22/09
                                                           SELLING START                    1/1/10            1/1/10          1/1/10
                                                           -------------------------------------------------------------------------
                                                           SELLING CUT OFF                 2/28/10           4/28/10         6/28/10
                                                           =========================================================================
Paris 68           Fit Samples due- Final Tech Pack due    Fitting Complete                 3/3/10            5/3/10          7/3/10
William Rast                                               Production  START                3/6/10            5/6/10         7/13/10
START DELIVERY                                                                              6/1/10            8/1/10         10/1/10
FINAL DELIVERY                                                                             7/30/10           9/30/10        11/30/10


<CAPTION>
                                                                                            2011              2011           2011
FINANCIAL          PARIS 68 IN CONJUNCTION WITH            WILLIAM RAST             SPRING 1 START    SPRING 2 START   SUMMER START
RESPONSIBILITY     WILLIAM RAST
<S>                <C>                                     <C>                            <C>              <C>              <C>
Paris 68           Initial Merchandising Review
                     and Initial SKU Plan                                                 11/07/09          11/07/09       11/07/09
Paris 68           First and subsequent reviews                                           12/22/09          12/22/09       12/22/09
Paris 68           Finalize SKU PLAN- START First
                     Samples                                                              01/05/10          01/05/10       01/05/10
Paris 68           First Samples and Costings due                                         03/06/10          03/06/10       03/06/10
                   LINE FINALIZED                                                         04/05/10          04/05/10       04/05/10
William Rast       Sales Samples complete                  Sales Samples complete         06/21/10          06/21/10       06/21/10
                                                           SELLING START                    7/1/10            7/1/10         7/1/10
                                                           -------------------------------------------------------------------------
                                                           SELLING CUT OFF                 8/28/10          10/28/10       12/28/10
                                                           =========================================================================
Paris 68           Fit Samples due- Final Tech Pack due    Fitting Complete                 9/2/10           11/3/10         1/1/11
William Rast                                               Production  START                9/5/10           11/6/10         1/4/11
START DELIVERY                                                                             12/1/10            2/1/11         4/1/11
FINAL DELIVERY                                                                             1/31/11           3/30/11        5/30/11
</TABLE>


                                      A-1
<PAGE>


                                    EXHIBIT B

                             DESCRIPTION OF SERVICES

I.       DESIGN SERVICES

         A.       INITIAL  MERCHANDISING  REVIEW.  An in person meeting with the
                  Company to discuss  sales  history,  trends,  price points and
                  other information necessary for Designer to develop a SKU plan
                  for the applicable Season.

         B.       INITIAL SKU PLAN. Based on information obtained in the Initial
                  Merchandising  Review,  Designer  shall develop and present to
                  the Company an initial SKU Plan that sets forth the target SKU
                  counts by category, pricing within a pre-determined range, and
                  the raw materials  agreed to during the Initial  Merchandising
                  Review.  The SKU Plan  will be  maintained  by  Designer  in a
                  format approved by the Company.  The total amount of styles in
                  the SKU plan designed by the Designer shall not exceed 300 per
                  year including men's and women's collection.

         C.       FIRST  AND  SUBSEQUENT  REVIEWS.  One or  more in  person  and
                  telephonic  meetings  with the Company at which  Designer will
                  provide  drawings,   samples  of  raw  materials  and  initial
                  prototype  samples of garments  identified  in the initial SKU
                  Plan.

         D.       FINAL  SKU  PLAN.  Upon  final  agreement  of  all  components
                  included in the SKU Plan,  Designer  shall  submit a final SKU
                  Plan  for  the  applicable  Season  setting  forth  the  final
                  agreement of the parties with respect to all relevant items.

II.      SAMPLING SERVICES

         A.       FIRST  SAMPLES.  Designer  will  prepare  and deliver for each
                  Season  all first  samples  in  accordance  with the final SKU
                  Plan.  The first samples will include an individual  sample of
                  each Product fabrication included in the final SKU Plan.

         B.       COSTING.  Designer will provide estimated FOB costing for each
                  Product at the time first  prototype  samples  are  delivered.
                  Designer will provide firm FOB costing for each Product at the
                  time final sales  samples  are  delivered  based on  estimated
                  production  order  quantities  communicated by the company and
                  any  adjustments  made after  first  prototype  samples by the
                  Designer.

         C.       TECHNICAL   SPECIFICATIONS.   Designer  will  provide  initial
                  technical  specifications for each Product  fabrication in the
                  format  provided or agreed to by the Company at the time first
                  samples are delivered. This format needs to be agreed upon and
                  implemented before the start of the design process.

         D.       LINE FINALIZED. Following delivery of first prototype samples,
                  costing and technical specifications, Designer and the Company
                  shall meet and agree on modifications, if any, following which
                  Designer shall provide:


                                       B-1
<PAGE>


                  1.       LINE  SHEETS.  Final  line  sheets  for the  Season's
                           Products  in the format  provided or agreed to by the
                           Company  before  the  start  of  the  design  process
                           (Designer  shall not be responsible  for creating any
                           sales  material  beyond  the line  sheets  needed for
                           production  purposes  and  communication  between the
                           client and the Designer); and

                  2.       TECH PACKS.  Final technical  specifications for each
                           Product  fabrication in the format provided or agreed
                           to by the Company.

         E.       FIT.  Designer shall be responsible for fitting all samples to
                  standard size specifications.

         F.       FINAL  SAMPLES.  Designer shall deliver final and approved fit
                  samples   for  each   Product   fabrication   reflecting   all
                  modifications  requested  by the Company  during the  sampling
                  process.

III.     SOURCING SERVICES

         A.       CONTRACTORS. Designer shall be responsible for introducing the
                  Company to sourcing  agents for the production of each Product
                  included in the final SKU Plan for each Season (Company agrees
                  to provide a target LDP cost  structure  per  category  at the
                  beginning  of  the  design  process).  At  the  time  Designer
                  delivers Final Samples for a Season, Designer shall deliver to
                  the Company for each SKU for such Season:

                  1.       The  name,  address,  and  principal  contact  person
                           (including   individual's   name,   title,   address,
                           telephone  number,  and email address) of the factory
                           at which such Product may be produced; and

                  2.       The initial costing for production of each SKU.

         B.       RAW MATERIAL  SUPPLIERS.  Designer  shall be  responsible  for
                  introducing the Company to a sourcing agent for the production
                  and  delivery  of  raw  materials  used  in the  sales  sample
                  production of each Product  included in the final SKU Plan for
                  each  Season,   and  will  endeavor  to  locate  raw  material
                  suppliers  with the expertise and cost  structure  appropriate
                  for production of the Products at the price points  identified
                  by the Company.  At the time Designer  delivers  Final Samples
                  for a Season,  Designer  shall deliver to the Company for each
                  SKU for such Season:

                  1.       The  name,  address,  and  principal  contact  person
                           (including   individual's   name,   title,   address,
                           telephone number, and email address) of the suppliers
                           of  all  raw  materials  for  Products  that  may  be
                           produced for such Season; and

                  2.       The initial costing for such raw materials.


                                       B-2
<PAGE>


(The Company is responsible  for the  production  process after the samples have
been  delivered  to the Company by the  Designer  and the above  information  or
sourcing  has been given to the  Company.  The  Company is  responsible  for all
communication  with  suppliers  after the above time  except  for  communication
regarding  pre-production  fittings of the garments.  The Company is responsible
for ensuring the suppliers of fabrics and raw materials as well as the suppliers
for production are given the order and pre-bookings from the company in a timely
manner  in order  to meet  required  deadlines.  The  Company  will  manage  all
production after the sampling stage,  including but not exclusively:  logistics,
payments to any sourcing or production agents, final cost negotiations,  customs
brokerage,  letters of credit,  production  follow up and management in order to
ensure  deadlines are met.)

IV.      MARKETING SERVICES

         A.       Designer will assist the Company,  as reasonably  requested by
                  the Company from time to time,  with the  following  marketing
                  services:

                  1.       Preparation   of  press  releases   introducing   new
                           Products and marketing campaigns

                  2.       Event  Marketing,   including  Product   advertising,
                           promotions and sponsorships

                  3.       Marketing   Campaigns  in  all   mediums,   including
                           digital,  print,  point-of-purchase,  and  collateral
                           material.

The services in II, III, and IV are not included in SECTION 2  (Exclusivity)  of
the Agreement and the Designer shall not be subject to any  restrictions on such
services with respect thereto.


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