EXHIBIT 10.19


October 1, 2006


William Rast Sourcing, LLC
150 West Jefferson
Los Angeles, CA 90007
Attn:  Danny Guez

Re: Inventory Loan Facility

Dear Danny:

Reference is made to (i) the Factoring  Agreement  between FTC Commercial  Corp.
("FTC") and William Rast Sourcing,  LLC (the "Company") of the date herewith (as
supplemented  or amended from time to time, the "Factoring  Agreement") and (ii)
the  Continuing  Security  Agreement  between  FTC and the  Company  of the date
herewith  (as   supplemented  or  amended  from  time  to  time,  the  "Security
Agreement"). The Factoring Agreement, the Security Agreement, and all agreements
now or hereafter  entered into between FTC and the Company  shall be referred to
herein collectively as the "Company Agreements."

Except as otherwise  provided in this letter agreement (this  "Agreement"),  any
capitalized  terms used herein but not defined in this Agreement  shall have the
meanings assigned to such terms in the Factoring Agreement.

For purposes of this Agreement:

         "Inventory"  as used  herein  shall have the  meaning  set forth in the
         Security Agreement.

         "Inventory  Base" means up to fifty  percent  (50.0%) of the value (the
         lesser of cost or market) of the  Company's  raw  material and finished
         goods  Inventory which FTC determines,  in its sole  discretion,  to be
         eligible for  inclusion in the  Inventory  Base.  Without  limiting the
         generality  of the  foregoing,  the  following  Inventory  shall not be
         eligible for inclusion in the Inventory  Base if (i) such  Inventory is
         over one  hundred  eighty  (180)  days  old;  (ii)  such  Inventory  is
         defective  or  damaged;  (iii)  such  Inventory  is not  located at the
         Company's premises at 150 W. Jefferson, Los Angeles,  California 90007;
         (iv) such  Inventory  is  located  at any real  property  leased by the
         Company or at any contract warehouse,  unless such Inventory is subject
         to a collateral access agreement  acceptable to FTC and executed by the
         lessor or  warehouseman,  as the case may be, and unless such Inventory
         is separately  identifiable from the goods of others, if any, stored on
         the premises; (v) the Company does not have good, valid, and marketable
         title to such Inventory;  (vi) such Inventory is not subject to a valid
         and perfected first priority  security  interest in favor of FTC; (vii)
         such  Inventory  consists  of bill and hold goods or goods  acquired on
         consignment or (viii) such Inventory consists of work in process.


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         "Obligations"  means the any and all  obligations  of the Company under
         this Agreement and the Company Agreements.

This  Agreement  shall  confirm our mutual  understanding  and  agreement  that,
subject to the terms and conditions of the Company Agreements, and provided that
no  default  or Event of  Default  under any of the  Company  Agreements  and no
termination  of the Factoring  Agreement has occurred,  FTC may, in its sole and
absolute  discretion,  extend an  inventory  loan  facility to the Company in an
aggregate  principal amount  outstanding at any time not to exceed the lesser of
(a) the  Inventory  Base or (b) up to $1,000,000  MINUS the aggregate  amount of
then   outstanding   inventory  loans  made  to  (i)  Versatile   Entertainment,
Inc.("Versatile") under the Inventory Loan Facility between Versatile and FTC of
even date  herewith  (as  amended  from time to time,  the  "Versatile  Facility
Agreement")   and  (ii)  any   subsidiaries   of  the  Company   (the   "Company
Subsidiaries")  which enter into factoring and inventory loan  arrangements with
FTC (the "Company Subsidiaries Agreements")

The interest rate charged on  outstanding  inventory  loans under this Agreement
will be the same rate charged in Section 23 of the Factoring  Agreement and will
be calculated, computed and payable in accordance with the provisions of Section
23.

This Agreement shall terminate,  at FTC's  discretion,  on the date which is the
earlier to occur of: (a) the date on which a default or Event of Default  occurs
under this Agreement,  the Company  Agreements,  the Factoring Agreement between
FTC and Versatile dated October 14, 2004 (as amended,  the "Versatile  Factoring
Agreement"),  the  Versatile  Facility  Agreement,  any of the other  agreements
between  Versatile and FTC (the  Versatile  Factoring  Agreement,  the Versatile
Facility  Agreement and all such other agreements  between Versatile and FTC are
collectively   the  "Versatile   Agreements"),   or  the  Company   Subsidiaries
Agreements;  or (b) the date on which the  Factoring  Agreement or the Versatile
Factoring  Agreement  or any  factoring  agreement  between  FTC  and any of the
Company  Subsidiaries  is terminated in  accordance  with the notice  provisions
thereof.

In order to induce FTC to extend the  foregoing  inventory  loan facility to the
Company,  the Company agrees that, so long as the Factoring Agreement remains in
effect and any of the Obligations have not been paid and performed in full:

                  i.       The Company shall,  no later than ten (10) days after
                           the  end  of  each  month,  provide  to  FTC:  (a) an
                           Inventory  Certification  or  designation in the form
                           attached  hereto as  "Attachment  A" or in such other
                           form as is  acceptable  to FTC;  (b) an  aging of all
                           Inventory  as of the end of such  month,  in form and
                           substance   acceptable  to  FTC;  and  (c)  a  report
                           detailing the piece goods, the  work-in-process,  the
                           finished goods Inventory  available for sale, and the
                           finished  goods  Inventory sold as of the end of such
                           month, in form and substance acceptable to FTC.

                  ii.      The Company  shall not,  without  FTC's prior written
                           consent  which  shall not be  unreasonably  withheld,
                           sell, lease,  transfer,  assign, abandon or otherwise
                           dispose of any of the  Company's  assets in which FTC
                           has been granted a first priority  security  interest
                           under any of the Company Agreements,  excluding:  (a)
                           assignments of the


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<PAGE>


                           Company's   accounts  to  FTC  under  the   Factoring
                           Agreement,  (b) sales of Inventory  to the  Company's
                           customers  in the  ordinary  course of the  Company's
                           business   and   operations,   (c)  licenses  of  the
                           Company's  tradenames,  (d) sales or transfers of the
                           Company's  tradenames  to  Versatile  or the  Company
                           Subsidiaries  or any other  affiliates of the Company
                           which enter into a factoring  agreement with FTC, and
                           (e)   the   sale,   lease,   transfer,    assignment,
                           abandonment or other disposition of Inventory that is
                           not be eligible for inclusion in the  Inventory  Base
                           and/or   Equipment   (as  defined  in  the   Security
                           Agreement)  which is not  essential  for the business
                           and  operations  provided  that  the  aggregate  fair
                           market value of such Inventory  and/or Equipment does
                           not  exceed  $100,000  during  any of  the  Company's
                           fiscal years.

                  iii.     The Company  shall not,  without  FTC's prior written
                           consent  which  shall not be  unreasonably  withheld,
                           become a guarantor, a surety, or otherwise liable for
                           the debts or other obligations of any other person or
                           firm including,  without limitation,  Versatile,  the
                           Company  Subsidiaries or any other  affiliates of the
                           Company,  in excess of an aggregate  amount  $100,000
                           outstanding  at any  time,  excluding  debts or other
                           obligations of Versatile, the Company Subsidiaries or
                           any other affiliates of the Company to FTC.

                  iv.      The   Company   shall,   at  the  time  the   Company
                           Subsidiaries  or any other  affiliates of the Company
                           are  formed  under the laws of the state in which the
                           Company  Subsidiaries or any other  affiliates of the
                           Company are organized, give FTC written notice of any
                           such formation.

The inventory loan facility  outlined in this Agreement  shall be subject to the
satisfaction  of  each  of  the  following  conditions  precedent  in  a  manner
satisfactory to FTC:

                  i.       The representations  and warranties  contained herein
                           and in each of the other Company  Agreements shall be
                           true  and  correct  as of the  date of any  inventory
                           loans made under this Agreement.

                  ii.      No default or Event of Default under this  Agreement,
                           the Company Agreements,  the Versatile  Agreements or
                           the  Company   Subsidiaries   Agreements  shall  have
                           occurred or would occur as a result of any  extension
                           of credit under the facility described herein.

                  iii.     FTC shall have received  originals of this  Agreement
                           and the Security Agreement,  both of the foregoing to
                           be  dated  as of  the  date  hereof  and  to be  duly
                           executed by the Company,  and originals of Guaranties
                           of the  Obligations,  in the  forms  provided  to the
                           Company by FTC,  both of the foregoing to be dated as
                           of  the  date  hereof  and  to be  duly  executed  by
                           Versatile,  Bella Rose, LLC and People's  Liberation,
                           Inc., as applicable.

Nothing  herein  shall be  construed  as limiting or modifying in any way any of
FTC's rights


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<PAGE>


under the Company Agreements,  including without limitation, FTC's rights, to be
exercised  in its sole and  absolute  discretion,  to hold any reserve FTC deems
necessary as security for payment and performance of the Obligations, change any
advance rates,  cease making advances or other financial  accommodations  to the
Company and determine standards of eligibility. The Obligations shall be secured
by a first lien on and security  interest in all of the assets of the Company in
which the  Company  has  granted  FTC a  security  interest  under  the  Company
Agreements.  The  failure to  perform  any of the terms and  conditions  of this
Agreement or the breach of any of the representations or warranties contained in
this  Agreement  shall  constitute  a default or an Event of  Default  under the
Company  Agreements,  the  Versatile  Agreement  and  the  Company  Subsidiaries
Agreements and the failure to perform any of the terms and conditions of, or the
breach of any of the  representations  or  warranties  contained in, the Company
Agreements,  the  Versatile  Agreements or the Company  Subsidiaries  Agreements
shall constitute a default under this Agreement.

The foregoing is based upon the financial  condition of the Company as set forth
in its financial  statements  for the three months ended June 30, 2006, as filed
with the Securities and Exchange Commission in its Form 10-QSB. In addition,  by
its signature below, the Company further  represents and warrants that there has
been no material adverse change in the Company's  financial condition since such
statement was prepared.

Please sign below to  acknowledge  that the Company is in agreement  with all of
the foregoing.

Very truly yours,                           ACKNOWLEDGED AND AGREED TO:

FTC COMMERCIAL CORP.                        WILLIAM RAST SOURCING, LLC

By: /s/ Ken Wengrod                         By: /s/ Danny Guez
    -----------------------------               --------------------------------
Name:  Ken Wengrod                          Name:  Danny Guez
Title: President                            Title: Manager and Chief Executive
                                                   Officer


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