**Exhibit 10.18****CONSIGNMENT AGREEMENT**     THIS AGREEMENT is made and entered into on this, November 28, 2004 by and between THE FASHIONHOUSE, INC., a corporation organized and existing pursuant to the laws of the State of Delawarehaving its principal place of business at 6310 San Vicente Boulevard, Los Angeles, CA 90048(hereinafter referred to as “Consignee”) and ITOCHU INTERNATIONAL INC., a corporation organized andexisting pursuant to the laws of the State of New York, having its principal place of business at335 Madison Avenue, New York, New York 10017 (hereinafter referred to as “Consignor”).WITNESSETH:     WHEREAS, Consignor purchases, sells, imports and markets footwear (referred to hereinafter asthe “Goods”);     WHEREAS, Consignee wishes to obtain delivery and purchase certain quantities of Goods fromConsignor from time to time on a consignment basis and Consignor is willing to deliver and sellGoods to Consignee on that basis; and     WHEREAS, Consignee maintains a facility for the storage and use of products such as Goods atthe locations set forth on Appendix A (the “Facility”), attached hereto.     NOW, THEREFORE, in consideration of the premises, and the mutual covenants, conditions andstipulations hereinafter set forth, the parties hereto, intending to be legally bound, hereby agreeas follows:1. SALE OF GOODS ON CONSIGNMENT     1.1 Consignor shall cause to be delivered to Consignee’s Facility such quantities of Goods asare reflected and set forth on Consignee’s purchase order (a “Purchase Order”) submitted from timeto time to Consignor pursuant to this Consignment Agreement. Each such Purchase Order shall (a)describe Consignor as the Seller/Consignor, (b) specifically reference this Consignment Agreementand (c) shall set forth no terms which in any manner add to, revise or conflict with the termshereof, except as may be previously agreed to between Consignor and Consignee. Upon receipt ofConsignee’s Purchase Order, Consignor shall issue to Consignee a confirmation of sale (the “SalesConfirmation”) which shall set forth certain specific terms of sale, including the purchase priceof Goods covered by Consignee’s Purchase Order. All delivery and sale of Goods shall be on aconsignment basis, in accordance with the provisions hereof. In
 

 
the event of a conflict between the terms of a Purchase Order and this Agreement, the provisions of this Agreement shall govern. In theevent of a conflict between the terms of a Purchase Order and a Sales Confirmation, the provisionsof the Sales Confirmation shall govern.     1.2 Consignee shall receive and accept all Goods delivered to the Facility and shall inspectsame immediately upon such delivery. Consignee agrees to accept Bill of Lading as indication ofquantity received and as acceptance of Goods, unless Consignor advises by phone or by e-mailimmediately of any dispute and issues a written receipt otherwise within 2 days stating any suchdiscrepancy with the quantity and quality of the Goods received.     1.3 Consignee shall store all Goods in the Facility in such a manner as to protect them fromdamage and/or deterioration. Consignee shall store the Goods in areas of the Facility segregatedfrom all other goods and property located at the Facility (the “Segregated Area”) and shall clearlyidentify them as the property of Consignor by conspicuous sign or placard. Such identification andmarking shall include, without limitation, marking one or more units of Goods in each lot thereof.To the extent practicable, the Segregated Area shall be separated from the rest of the Facility.     1.4 For the purposes of this article, Consignee hereby represents and warrants that theFacility designated herein is appropriate for and conducive to the storage of goods such as Goodsand will permit the storage thereof free from hazards and damage of any nature whatsoever. It isunderstood that Consignor shall have the right to inspect the Facility during business hours withreasonable prior notice. If, for whatever reason, either Consignor or Consignee believes or hasreason to believe that the Facility is no longer appropriate for the proper storage of Goods, theparties shall, by mutual agreement, locate another facility suitable for the storage of Goods. Itshall be the responsibility of Consignee, however, to maintain the Facility throughout the term ofthis Agreement in such manner so as to remain suitable for the storage of Goods, includingmaintenance of the insurance coverage described in Article 3.2 herein.2. TITLE TO GOODS     Consignor shall cause the Goods to be delivered, and Consignee agrees to accept possessionthereof, only on a consignment basis. Title to Goods shall remain in Consignor until Goods arepurchased by Consignee as provided herein, at which time title shall pass to Consignee, inaccordance with Article 4 hereof. Consignee shall at no time be deemed a purchaser or owner ofGoods or to have any interest therein, equitable or otherwise, until Consignee purchases them inaccordance with Article 4.3. LOSS OR DAMAGE TO GOODS     3.1 Notwithstanding the fact that Consignee shall not take title to Goods upon delivery,Consignee shall be responsible and reimburse Consignor for all loss, costs and expenses incurred byit as a result of any damage to or destruction (in whole or in part) of Goods at the Facility ordelivered to Consignee at the relevant port. The foregoing liability shall further apply to anyloss or expense incurred by reason of the levy or attachment of the Goods by any judicial processor lien thereon or security interest therein while in Consignee’s possession,
 

 
except where such levy or attachment is due to the acts of Consignor or its creditors. In this connection, until andunless it purchases Goods in accordance with the terms of this Agreement, Consignee shall notpledge any Goods as security nor permit any attachment thereof or levy against same by itscreditors nor represent at any time to any third party that it is the true or beneficial owner ofthe Goods.     3.2 Consignee shall arrange and maintain, at its expense, all-risk insurance for the Goodswhile in its possession, with loss payable to Consignee and/or Consignor as their respectiveinterests may appear, in an amount not less than $1,000,000.00 and with such insurer as Consignormay deem reasonable and appropriate. Said insurance shall provide for a minimum ten (10) days’prior written notice to Consignor of cancellation thereof and Consignee shall deliver to Consignora copy of the relevant policy promptly upon execution of this Agreement.4. SALE AND PURCHASE OF GOODS     4.1 From time to time during the term of this Agreement, Consignee shall purchase Goodsconsigned hereunder for use in its operations. Consignee shall to do so within sixty (60) daysafter the date Goods are delivered by Consignor to the Facility. Purchase of Goods shall occur uponsale and such sale to Consignee shall be effective as of the date of removal. Notwithstanding theforegoing, Consignee may purchase Goods pursuant to this Agreement only so long as Consignor issatisfied in all respects, in its sole discretion, with the creditworthiness of Consignee. At notime shall the invoice value of Goods ordered by Consignee, when such value is added to the invoicevalue of Goods delivered to but not yet purchased by Consignee in accordance with the terms hereof,exceed $500,000.00.     4.2 All Goods remaining unsold at the Facility on or after Sixty (60) days after deliverythereof shall be deemed to be purchased by Consignee.     4.3 In the event Consignee’s customer is factor approved by Consignor, Consignee shall buyGoods from ITOCHU in an amount equal to wholesale plus four percent (4%) and then sell said Goodsback to ITOCHU in the amount of the wholesale price plus two and a half percent (2.5%). ITOCHUshall then have the right to sell such Goods directly to customer. Consignee shall sell Goodsdirectly to all customers that are not factor approved by Consignor.     4.4 All purchases of Goods pursuant to this Article 4 shall occur at the prices and subject tosuch other terms and conditions as are set forth herein, set forth on Annex 1 attached hereto andincorporated herein, set forth in the Sales Confirmation or otherwise agreed to in writing betweenConsignor and Consignee.     4.5 On the 15th and 30th of each month, Consignee shall deliver (by fax copy or electronicmail) to Consignor a written report setting forth with respect to the period covered (a) the volumeof Goods delivered to Consignee at the Facility; (b) the volume of goods withdrawn from theSegregated Area and (c) any adjustments to the inventory of Goods maintained by Consignee as aresult of loss of or damage to Goods.     4.6 All goods which are withdrawn by Consignee from the Segregated Area for use in
 

 
Consignee’s operations shall be removed on a first in, first out basis, measured from the date of Consignee’sreceipt of Goods.
 

 
5. PAYMENT FOR GOODS     5.1 Promptly upon receipt by Consignor of a report of sale or consumption of the goods,prepared by Consignee, Consignor shall deliver to Consignee an invoice for the purchase of Goodsreflected in such report. Consignee agrees to pay by wire remittance to Consignor the amount shownon such invoice, without set-off or deduction, within Fifteen (15) days from the date ofConsignor’s invoice.     5.2 In addition to the foregoing, Consignor may deliver to Consignee at any time invoices forthe purchase of Goods, which have remained in Consignee’s possession for at least Sixty (60) daysfollowing delivery of such Goods to the Facility. Consignee shall pay in full all such invoices onor before the due date stated thereon.6. GRANT OF PURCHASE MONEY SECURITY INTEREST     6.1 Consignee shall cooperate with and assist Consignor in connection with establishing andmaintaining Consignors (a) title to Goods, which have not been purchased by Consignee and (b)priority of ownership interest in and to such Goods as against claims of secured and unsecuredcreditors of Consignee. In particular, Consignee shall be obligated to execute all UCC financingstatements and assist in the filing thereof whereby Consignor files its notice of such consignmentinterest. Consignee further shall assist Consignor in fulfilling any and all notice requirementsfor the purpose of maintaining its priority ownership interest in and to the consigned Goods.     6.2 Without derogating from Consignor’s rights as owner of the Goods consigned hereunder, andwithout affecting the parties’ intentions that the consignment hereunder is to be deemed andconstrued as a true consignment of the Goods to Consignee by Consignor, Consignee hereby grants toConsignor as security for the payment by Consignee of the purchase price of the Goods purchasedhereunder, as and when due, a purchase money security interest in all of Consignee’s right, titleand interest in and to the Goods to be purchased by Consignee and all documents of title coveringsuch Goods.7. RECORDS     Consignee shall keep a true record of all Goods in its possession under consignment and shallgive representatives of Consignor access to such records during business hours. Consignee shallpermit such representatives, during business hours, to make inventories of Goods in the possessionof Consignee.8. LIENS, ENCUMBRANCESAND INDEMNITY     Consignee shall maintain the Goods free and clear of and from all liens and encumbrances ofany nature whatsoever. Consignee shall indemnify and hold harmless Consignor from and against anyloss or damage caused by acts of Consignee, whether or not authorized by this Agreement, whichresult in any such liens or encumbrances being placed upon any Goods consigned hereunder, includingall costs, fees and expenses incurred by Consignor in
 

 
commencing or participating in such proceedings as are necessary for Consignor to defend its ownership interest in the Goods.9. NO AUTHORITY TO ACT FOR CONSIGNOR     Consignee shall conduct all of its business relating to the processing of Goods in Consignee’sname and at Consignee’s cost and expense, and nothing herein contained shall authorize or empowerConsignee to assume or create any obligation or responsibility whatsoever, expressed or implied, onbehalf or in the name of Consignor, or to bind Consignor in any manner, or to make anyrepresentation, warranty, or commitment on behalf of Consignor, this Agreement being limited solelyto the consignment of the Goods herein specified.10. TERM     This Agreement shall remain in force and effect until either party gives the other party Sixty(60) days’ written notice of its intention to terminate this Agreement. If such notice oftermination is given by Consignor, Consignee may continue during said 60-day period to purchase, inaccordance with the terms of this Agreement, the consigned Goods in its possession, provided thatConsignee shall not then be in default under this Agreement and that its credit standing shall besatisfactory in all respects to Consignor. Upon the expiration of such 60 days, this Agreementshall terminate. Notwithstanding the foregoing, Consignor may terminate this Agreement withoutprior notice to Consignee in the event that Consignee violates any term of or is in default of anyobligation under this Agreement, and Consignor shall thereupon have the right to remove allconsigned Goods from the Facility. Upon such termination of this Agreement for cause by Consignor,Consignee shall at its own expense return all consigned Goods to Consignor or to Consignor’snominee in accordance with Consignor’s instructions, and shall forthwith pay Consignor for allconsigned Goods not so returned, at the prices set forth in the invoice pertaining to such Goods.Upon termination of this Agreement by Consignee, Consignee shall be obligated to return all Goodsto Consignor, at Consignee’s expense, and pay to Consignor, in accordance with Consignor’s invoicetherefor, all costs associated with and incurred by Consignor for customized packaging of Goods.Notwithstanding termination of this Agreement by Consignor or Consignee, the terms and conditionsof this Agreement shall continue to apply to all Goods theretofore consigned to Consignee pursuanthereto until all the obligations of Consignee to Consignor hereunder have been satisfied in full.11. RETURN OF THE GOODS     Consigned Goods shall at all times be subject to the direction and control of Consignor, andupon demand by Consignor for the return of any Goods delivered under this Agreement and nottheretofore purchased by Consignee, Consignee shall promptly return such goods in accordance withConsignor’s reasonable instructions. Consignee may, in addition, with the prior written consent ofConsignor, return any Goods not considered saleable. The expense of the return of any Goodspursuant to this article or pursuant to Article 10 of this Agreement shall be borne by Consignor,except where indicated otherwise. Any Goods which are received by Consignee at the Facility invisibly defective condition may be returned to Consignor, provided that Consignor is given not lessthan ten (10) days’ written notice prior to return of the shipment.
 

 
12. WARRANTY     Consignor hereby warrants and represents that Goods consigned to Consignee pursuant to thisAgreement shall, at the time of delivery to Consignee at the Facility, conform to thespecifications therefor. ITS EXPRESSLY UNDERSTOOD AND AGREED THAT THERE ARE NO OTHERREPRESENTATIONS OR WARRANTIES OF ANY KIND APPLICABLE TO GOODS SOLD HEREUNDER, EXPRESS OR IMPLIED,INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY AND/OR FITNESS FOR A PARTICULAR PURPOSE.13. CONSIGNOR’S RIGHTS IN THE EVENT OF CONSIGNEE’S INSOLVENCY OR FAILURE TO PAY     If Consignee shall become insolvent or admit in writing its inability to pay its debts as theymature; or if Consignee applies for, or consents to, or acquiesces in the appointment of a trusteeor receiver for itself or any of its properties or assets; or, in the absence of any such action,if a trustee or receiver is appointed for Consignee or for a substantial part of its properties orassets and is not discharged within thirty (30) days; or if any bankruptcy, reorganization, debtarrangement or any other proceeding under any bankruptcy or insolvency law, or any dissolution orliquidation proceeding, is instituted by or against Consignee, and, if instituted againstConsignee, is consented to or acquiesced in by Consignee, or remains undismissed for thirty (30)days; or if Consignee fails to make payment when due of any sum owing to Consignor pursuant to thisAgreement; then and in any such event, Consignor may direct Consignee to cease any further purchaseof Goods, and Consignor may, without further notice to Consignee, remove any or all Goods from theFacility and all other locations of Consignee, and Consignee shall forthwith pay Consignor in fullfor any Goods not so removed.14. ASSURANCE OF TITLE     14.1 Consignee agrees to execute all appropriate documents reasonably required by Consignor toproperly evidence that Consignor is the legal owner of the Goods consigned to Consignee and suchother documents as may be required by Consignor. Among other things, prior to the initial shipmentof Goods to Consignee hereunder, or at such time thereafter as Consignor may deem appropriate,Consignee shall sign and return to Consignor such financing statements under the Uniform CommercialCode (the “UCC”) as Consignor shall require.     14.2 Consignee warrants and represents that the names and addresses of all creditors ofConsignee holding security interests under the UCC in inventory and materials of Consignee as ofthe date hereof are completely and accurately listed on Appendix B, attached hereto. Consigneehereby authorizes Consignor to notify any secured creditor of Consignee of Consignor’s intention toship the Goods to Consignee on consignment. Consignee shall execute, acknowledge and deliver suchfurther agreements and instruments and do all other acts and
 

 
things as Consignor shall deem necessary in its absolute discretion to preserve and protectConsignor’s right, title and interest in the consigned Goods. Consignor is hereby authorized toexecute and file financing statements without Consignee’s signature in any jurisdiction in whichsuch procedure is authorized.15. MISCELLANEOUS PROVISIONS     15.1 Expenses          Except as otherwise provided for therein, each party will bear its own expenses in connectionwith the accounting, legal and professional services required by or incident to this Agreement;provided, however, that in the event of default in payment by Consignee of any sum due Consignor,Consignee shall be liable for reasonable attorney’s fees and disbursements incurred by Consignor inenforcing its rights. Except as may be specifically provided for elsewhere in this Agreement,Consignee shall be responsible for and shall bear any and all costs of transportation, storage,handling, maintenance, insurance, taxes (including, but not limited to, property taxes) andassessments and any other expenses incurred in connection with the Goods after tender of deliveryto Consignee by Consignor.     15.2 Governing Law          This Agreement and all of the transactions contemplated herein shall be governed by, andinterpreted, construed and enforced in accordance with, the laws of the State of New York, notincluding its choice of laws rules.     15.3 Entire Agreement          This Agreement, the Purchase Orders and Sales Confirmations constitute the entire agreementbetween the parties relating to the purchase and sale by consignment of Goods hereunder. In theevent of any inconsistency between the terms of this Agreement, and the terms of a Purchase Order,the terms of this Agreement shall prevail.     15.4 Amendments and Modifications          This Agreement shall not be modified, amended or changed in any respect except in writing dulysigned by an authorized officer of each of the parties hereto.     15.5 Assignment          Consignee may not assign any of its rights or obligations under this Agreement without theprior written consent of Consignor.     15.6 Captions          The captions in this Agreement are solely for the purpose of reference and shall not in anymanner alter or vary the interpretation or construction of this Agreement.
 

 
     15.7 Successors, Etc.          This Agreement shall extend to and be binding upon the successors and assigns of the partieshereto.     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the dayand year first above written.   Consignee:       THE FASHION HOUSE, INC.     By:  Name:  Title:   Consignor:       ITOCHU INTERNATIONAL INC.     By:  Name:  Title:
 

 
APPENDIX AAddress of Consignee’s Facility for Storage and use of Goods
 

 
APPENDIX BCreditors of Consignee Claiming a Security Interest in Inventory and Materials of Consignee