EXHIBIT 10.22

BUYING AGENCY AGREEMENT



This Agreement is entered into this 30th day of November, 2001 between NINE
WEST GROUP INC., (hereinafter referred to as "Principal"), a
corporation organized under the laws of the State of Delaware, United States of
America, having its principal place of business located at 1129 Westchester
Avenue, White Plains, New York, U.S.A. 10604-3529, and BENTLEY HSTE FAR EAST
SERVICES, LIMITED. (hereinafter referred to as "Agent"), a Corporation
having its principal place of business located at 38 Esplanade, St. Helier.
Jersey, Channel Islands J34 8QL

WHEREAS, Principal is engaged in the purchase and importation into the
United States, the United Kingdom and Canada of leather footwear (the
"Products") which is manufactured in Brazil and other countries in
South America (the "Territory") for sale in the United States, the
United Kingdom and Canada; and

WHEREAS, Principal acts as buying agent for its Private Label Customers
(the "Customers"); and

WHEREAS, Agent wishes to act as a representative in the Territory for
interested parties in the United States, and Canada; and

WHEREAS, the parties hereto are desirous of entering into a written
agreement which incorporates all understandings with regard to the agency
relationship between the parties;

NOW THEREFORE, the parties hereto, intending to be legally bound, hereby
agree as follows:

SECTION I.  AGENCY RELATIONSHIP

1.1.    Creation of the Agency. Principal hereby appoints Agent,
      and Agent hereby agrees: (i) to act as a non-exclusive buying agent for
      Principal in connection with Principal's

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purchases of the Products from
      various manufacturers in the Territory; and (ii) to provide services to
      Principal in connection with Principal's activities for Customers.

|(a) | Agent shall assist Principal in locating sources for the manufacture
        of the Products, obtaining models, prototypes and samples (preliminary
        and manufacturing) from manufacturers or sellers in the Territory;                                                                                                                                                                                                                 
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|(b) | Agent shall use its best efforts to ensure that all factories
        manufacturing for, and/or conducting business with, Principal have
        acknowledged, signed and remain in full compliance with the Jones
        Apparel Group Standards for Contractors and Suppliers as updated from
        time to time (copy of current version attached as Exhibit A); and,
        notify Nine West Group of any violations or problems noted;
|(c) | Agent shall assist in the negotiation of the most favorable prices for
        the Principal and its Customers. In this regard, Agent shall visit
        manufacturers or sellers designated by Principal, obtain samples of
        merchandise, and submit samples to Principal quoting prices at which the
        merchandise can be purchased;                                                                                           
|(d) | Agent shall familiarize itself with Principal's needs and survey the
        potential markets to obtain the best available merchandise. Agent will
        advise Principal of new developments in the Territory which may be of
        interest to Principal and Customers;                                                                                                                                                                 
|(e) | Agent shall place orders with manufacturers or sellers on behalf of
        Principal and Customers. Agent shall act only upon the explicit and
        specific instructions of Principal and, in no case, shall Agent act
        without such explicit instructions;                                                                                                                                                                        
|(f) | Agent shall quote "f.o.b. Country of Origin" prices. Agent
        shall arrange for payment terms to the manufacturers or sellers pursuant
        to the explicit instructions of Principal;                                                                                                                                                                                                                                                 

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|(g) | Agent shall facilitate the preparation and acquisition of
        documentation necessary for the importation of the Products into the
        United States, the United Kingdom and Canada;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
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|(h) | Agent shall visit manufacturers and/or sellers with whom the orders
        are placed in order to inspect the quality of the merchandise shipped
        for the account of Principal and its Customers. At the request of
        Principal, Agent shall provide periodic production progress reports to
        Principal. In the event that such merchandise does not conform to
        quality specifications, or any other requirement of the purchase order,
        Agent shall immediately notify Principal;                                                                                                                                                                                                                                                                                                 
|(i) | Agent shall use its best efforts to ensure that no manufacturer and/or
        seller with whom it places orders on behalf of Principal produces or
        sells goods which infringe or potentially infringe any trademark,
        service mark, patent, copyright or other proprietary right of the
        Principal. The Agent shall maintain records accounting for labels,
        trims, packing materials, hangtags, etc. bearing the Principal's
        trademarks, service marks, patents, etc. which have been supplied to the
        manufacturers and/or sellers and shall use its best efforts to ensure
        that the manufacturers and/or sellers do not misappropriate such labels,
        trim, etc., or merchandise bearing any such labels, trim packing
        materials, hangtags, etc.;
|(j) | Agent shall assist Principal and Customers in the return of any
        merchandise deemed to be defective. In addition, Agent shall assist in
        the recovery of any monies due to Principal or its Customers from the
        manufacturer or seller as a result of defective merchandise, shortages,
        etc. Such action will be taken only after consultation with Principal;                                                                                                                                                                                                                                                                                                                                                                                                                            
|(k) | Agent shall provide manufacturer's or seller's invoices to
        Principal and Customers for each shipment handled by Agent;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|(l) | Agent shall never act as a seller in any transaction involving
        Principal;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|(m) | At the request of Principal, Agent shall maintain inventory records to
        keep track of any material or finished products which are in Agent's
        possession                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 

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|    | for the account of Principal and Customers and shall provide
        Principal with a monthly stock inventory report;                                                                                                                                                                                                                                                                                       
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|(n) | At the request of Principal, Agent shall arrange for consolidation of
        shipments and, at the direction of Principal, arrange for all inland
        freight, hauling, lighterage, insurance and/or storage. Moreover, Agent
        shall facilitate the acquisition of the documentation necessary for
        importation of Product into the United States, the United Kingdom and
        Canada;
|(o) | Agent shall instruct manufacturers and/or sellers to prepare
        commercial invoices which properly describe the Product and materials
        from which it is made in English, list the price to be paid in U.S.
        currency; and meet all requirements of the United States Customs Laws
        and Regulations;                                                                               
|(p) | Agent shall provide inspection certificates for each shipment as
        required by Principal;                                                                                                                                                                                                                                                                                                             
|(q) | In the event merchandise is refused by Principal or any Customer or
        not shipped, Agent shall endeavor to prevent the manufacturer or seller
        from disposing of such merchandise without the removal of all labels,
        brand names or markings identifying Principal or such Customer;                                                                                                   
|(r) | Agent shall use its best efforts to ensure that Principal's and
        Customer's designs, styles, models, prototypes, approved sample, and
        specifications are observed in the manufacture of the Products;                                                                                                                                                                                        
|(s) | Agent shall use its best efforts to ensure timely delivery of the
        Products;                                                                                                                                                                                                                                                                                                                         
|(t) | Agent shall assist Principal in selectively distributing information
        among manufacturers or sellers in such manner as to ensure that no one
        manufacturer or seller is in a position to produce a full line of
        Products;                                                                                                                                                             
|(u) | Agent shall assist in the choice of the manufacturers or sellers most
        qualified for the carrying out of each order, it being understood that
        in the placing of substantial orders, preference is to be given to
        manufacturers and sellers affording exclusivity of exports to Principal
        as to the United States, United Kingdom and Canada;                                 
|(v) | Agent shall keep a file of all styles produced;                                                                                                                                                                                                                                                                                                                                                             
|(w) | Agent shall maintain records which include the following:                                                                                                                                                                                                                                                                                                                                                   

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|    | -   A listing of the styles, designs, models and prototypes provided
              to each manufacturer.
      -   A listing of samples.-   A listing of Products ordered from each manufacturer.and                                                      
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|(x) | Agent shall arrange for office space in Campo Bom, Rio Grande do Sul,
        Brazil for use by visiting personnel of Principal who require same in
        connection with their responsibilities in dealing with local
        manufacturing facilities.

1.3.    Limitations. Unless specifically authorized in writing by Principal,
      Agent shall not:

|(a) | act in the name of Principal with third parties;                                                                                                                                                                                                                                          
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|(b) | share any commission in any manner directly or indirectly with any
        manufacturer or seller with which Agent deals on behalf of Principal and
        Customers;                                                                                                                    
|(c) | accept any payment, rebate, or other form of remuneration from any
        manufacturer or seller with which Agent deals on behalf of Principal and
        Customers;                                                                                                                    
|(d) | give any release to any manufacturer or seller for any failure to
        deliver purchased goods, or for failure to deliver goods of the quantity
        and quality required, or for any other failure on the part of a
        manufacturer or seller, unless instructed by Principal;
|(e) | for its own account, sell raw materials to any manufacturer or seller
        supplying merchandise purchased pursuant to this Agreement; or                                                                                                                                              
|(f) | assign its rights or delegate the performance of any of its duties
        under this Agreement.                                                                                                                                                                                          

1.4.    Related Parties. Principal acknowledges Agent's
      relationship to Sunley Fashions SA, but Agent represents that it will
      not share its commissions with, or solicit or accept remuneration from
      Sunley Fashions SA in connection with the subject transactions.

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Agent further represents that its relationship with Sunley
    Fashions SA shall not interfere with Agent's obligation to operate
    under the specific direction and control, and in the best interests, of the
    Principal in all matters relating to this Agreement.

SECTION II.  PAYMENT FOR FEES AND PURCHASES

2.1.    Fees. In consideration of the services performed under
      this Agreement, Principal agrees to pay Agent a fee equal to a percentage
      of the f.o.b. price of the merchandise, including the value of any
      "assists" supplied by the Purchaser, which is ordered and
      shipped to Principal. The specific percentage rate for the commission
      applicable to a particular shipment is dependent upon the factory utilized
      by Principal and will be that rate specified in the factory list annexed
      to this Agreement as Exhibit B.

As additional factories may be utilized subsequent to the execution of
    this Agreement, Principal agrees to pay Agent a fee equal to a percentage of
    the f.o.b. price of the merchandise shipped to Principal from such factories
    based upon the rate set forth in an addendum to this Agreement which must be
    in writing and signed by both Principal and Agent in the form set forth in
    Exhibit C to this Agreement.

In the event that Principal and Agent agree to change a specific
    commission percentage rate applicable to a factory listed in Exhibit B or in
    any addendum to this Agreement, the revised rate may be effected by an
    addendum which must be in writing and signed in the form set forth in
    Exhibit C.

Principal shall pay the percentage fee within twenty (20) days from the
    date of the invoice for such commissions. The invoice for the commissions
    payable to Agent shall be issued by Agent on a shipment-by-shipment basis or
    on a periodic basis incorporating multiple shipments at Agent's discretion.
    The invoice shall specify the factory name, the Nine West Group Inc.
    division/line, description of merchandise, f.o.b. prices of the merchandise,
    total f.o.b. value of the merchandise, commission rate, and commission
    payable. Agent shall attempt to

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issue its commission invoice in a timely
    fashion so that Principal may reasonably verify the information presented on
    such invoice.

Where merchandise is determined to be defective by Principal, no
    commissions will accrue and any commissions paid relating to that
    merchandise shall be refunded by the Agent.

2.3    Samples.In the event that Agent provides samples to
      Principal or any Customer, Principal shall pay Agent for the cost of
      samples pursuant to separate invoices and based upon price and payment
      terms agreed to by the parties at the time of such sample purchases. The
      commercial invoices used to import and make entry of sample shipments must
      reflect the total agreed-upon price for the samples and no additional
      subsequent payments shall be made by Principal for such samples.

2.4.    Fees Retained by Agent. None of the sums set forth above
      for the Agent's compensation or reimbursement shall be paid, directly or
      indirectly, to the manufacturer/seller or inure to the benefit of the
      manufacturer/seller in any way. Furthermore, the Agent, its officers,
      directors shareholders, and/or employees shall not solicit or accept any
      payment, rebate or other form of compensation or remuneration from any
      manufacturer/ seller in transactions involving the Principal.

2.5.    Agent's Costs.Agent shall pay all costs of conducting
      its agency and all taxes, including assessments which may be made against
      the salary or wages of those directly or indirectly employed by Agent.

2.6    Other Costs.Principal shall reimburse Agent for all
      expenses incurred on Principal's behalf for the cost of merchandise,
      inland freight, hauling, lighterage, etc. Such expenses will be incurred
      only with the consent of Principal. Agent will be separately reimbursed
      for these expenses only if the parties have agreed to this method of
      payment before the expenses are incurred. In addition, Principal will
      reimburse Agent for all material out-of-pocket expenses incurred by Agent
      directly as a result of requests of Principal, including (i)

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merchandise
      samples sent to Principal or retained in Agent's office for Principal,
      and (ii) car service and hotel bills for employees of Principal should
      such expenses be directly charged to Agent. Principal shall not be
      required to reimburse Agent for Agent's normal overhead related
      expenses, such as expenses for telephone, facsimile, duplicating, office
      supplies and incidental meals.

2.8.    Representations. In executing this Agreement, the Agent
      acknowledges that the Principal has no financial interest in the Agent and
      the Agent further certifies: that it has no ownership or financial
      interest in, nor any control of, the manufacturers supplying the
      merchandise purchased with the assistance of the Agent; that it does not,
      for its own account, sell raw materials to the manufacturers supplying
      such merchandise; and that the manufacturers have no ownership or
      financial interest in, or any control over, the Agent. In the event that
      any such interest or control is acquired, then the Agent will immediately
      inform the Principal. Failure to do so will result in the forfeiture of
      the Agent's commission on merchandise purchased from the related or
      controlled manufacturers or sellers.

SECTION III.  DISPUTE RESOLUTION

3.1.    Dispute Resolution. In the event of disputes between
      Principal and any manufacturer(s) or seller(s) the following mechanism
      shall be used to settle disputes:

|(a) | known carton shortages shall be the responsibility of Principal,
        provided that proper bills of lading indicating transfer of ownership at
        the port of exportation are provided;                                             
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|(b) | concealed shortages or overages less than 50 units shall be the
        responsibility of Principal. Net shortages and overages shall be
        accumulated and settled on a seasonal basis through the regular course
        of business;

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|(c) | concealed shortages or overages greater than 50 units shall be the
        responsibility of the specific manufacturer(s) or seller(s) and Agent,
        and shall be charged or credited back, as necessary, through the regular
        course of business;                                                                                             
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|(d) | in the event that merchandise purchased by Agent on behalf of
        Principal does not conform in quality to the order placed, Agent shall
        notify Principal immediately and shall assist Principal in settling any
        controversy which may arise between Principal and any manufacturer or
        seller in the normal course of business.

SECTION IV.  MISCELLANEOUS

All orders existing or pending at the time of termination will be
    executed in accordance with the terms and conditions of the original
    purchase order(s).

4.3.    Indemnification.Principal and Agent agree to hold each
      other and each of their respective directors, officers, employees and
      agents ("Indemnified Parties") harmless from and

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against any
      loss, liability or expense (including reasonable attorneys' fees and
      expenses) arising out of, or resulting from, any acts performed by them
      outside of this Agreement which may bind, obligate, or otherwise adversely
      affect Agent or Principal or any other Indemnified Parties.

4.5.    Waivers.The failure at any time of any party of this
      Agreement to require performance by another party of any action or
      responsibility provided for in this Agreement shall in no way affect the
      full right to require such performance at any time thereafter, nor shall
      the waiver by any such party of a breach of any provision of this
      Agreement by another party constitute a waiver of any succeeding breach of
      the same or any other provision nor constitute a waiver of the action or
      responsibility itself.

4.6.    Modifications.No modification to the contents of this
      Agreement shall be effective unless in writing and executed by both of the
      parties.

4.7    Entire Agreement.This Agreement (including the exhibit
      hereto) sets forth the entire Agreement between Principal and Agent with
      respect to matters relating to the agency created by this Agreement and
      there are no understandings, representations, warranties or inducements
      except as set forth herein. This Agreement may not be amended or cancelled
      or any of its terms waived except by a written instrument signed by
      Principal and Agent. The failure of any party at any time to require
      performance of any of the provisions hereof shall in no manner affect the
      right of that party to enforce such performance.

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For Principal:
    NINE WEST GROUP INC.,
      1129 Westchester Avenue
      White Plains, New York, USA 10601-3529
      Attn: Ira M. Dansky
      Executive Vice President and General CounselFor Agent:
    BENTLEY HSTE FAR EAST SERVICES, LIMITED
      P.O. BOX 148
      38 Esplanade, St. Helier
      Jersey, Channel Islands
      JE 4 8QL


Any such notice shall be deemed given on the date when it is received by the
party to whom it is sent. Either party may change its address for notices by
notice in the manner set forth above.

IN WITNESS WHEREOF, Principal and Agent have caused this Agreement to be
signed by their duly authorized officers the day and year first above written.

NINE WEST GROUP INC.
      PRINCIPAL
      By:  /s/ Ira M. Dansky
             Executive Vice PresidentBENTLEY HSTE FAR EAST SERVICES, LIMITED
      AGENT
      By: /s/ Brian Frith
            Director


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