<PAGE>
ANY TEXT REMOVED PURSUANT TO THE COMPANY'S CONFIDENTIAL TREATMENT REQUEST HAS
BEEN SEPARATELY SUBMITTED WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION AND
IS MARKED [***] HEREIN.

                                                                 EXHIBIT 10.6(b)

                             BUYING AGENCY AGREEMENT

      BUYING AGENT: Eddie Bauer International (Americas), Inc., a Delaware
      corporation and subsidiary of OTTO International GmbH

            ADDRESS:    6100 Blue Lagoon Drive, Suite 310
                        Miami, Florida 33126
                        U.S.A.

      COMMISSION RATE: [***]%

      TERRITORY: The continents of North America and South America, including
      subparts thereof, such as Central America and the Caribbean region.

      TERM: From: June 29th, 2005 ("Effective Date") until terminated

      This Buying Agency Agreement ("Agreement"), is made as of the Effective
Date listed above, by and between Eddie Bauer Inc., 15010 NE 36th Street,
Redmond, WA 98052, U.S.A. ("Eddie Bauer"), and Buying Agent

      WHEREAS, Eddie Bauer imports Product (defined below) into the United
States or Canada as specified by Eddie Bauer ("Country of Import") for resale in
the United States and/or Canada and desires to engage the services of Buying
Agent to assist Eddie Bauer in the export of Product from the Territory (defined
below) and the shipment of Product to the Country of Import;

NOW, THEREFORE, it is agreed as follows:

1. Certain Definitions. Throughout this document, definitions (typically
capitalized words and phrases) are utilized. In addition to the definitions
provided within this Agreement, the following definitions (and related
provisions) are also used in this document.

      1.1   "Affiliate" shall mean a person or entity controlling, controlled
            by, or under common control with the subject person or entity, as
            well as any person or entity that has any material, economic or
            financial relationship or association with the subject entity.

      1.2   "Authorized Officer" shall mean Eddie Bauer's Vice President -
            Global Sourcing and Supply Chain Operations (or such successor
            position, if any, hereafter specified by Eddie Bauer in writing).

      1.3   "Buying Agent" shall include its agents, employees, directors,
            owners, and any Subagent approved by Eddie Bauer in compliance with
            this Agreement.

      1.4   "Law" shall mean any statute, code, court decision, court order,
            regulation, or other governmental directive or order.

      1.5   "Product" shall mean any product, goods, services, merchandise or
            any other item (a) that Eddie Bauer purchases from Seller, including
            a Seller of Product the sale for which is suspended or terminated,
            (b) about which Eddie Bauer negotiates (including negotiations
            through Buying Agent) for the purchase thereof, or (c) about which
            Eddie Bauer shall become interested in commencing negotiations
            concerning the purchase thereof.

      1.6   "Seller" shall mean any person or entity from which Eddie Bauer
            purchases Product and, unless otherwise approved in writing by Eddie
            Bauer, Seller shall also be the manufacturer of the Product. In
            addition, the term "Seller" shall include any person or entity with
            whom Eddie Bauer negotiates (including negotiations by Buying Agent
            on Eddie Bauer's behalf), has negotiated, or is interested in
            negotiating concerning the purchase of any Product. Seller shall
            also include any person or entity with whom Eddie Bauer has
            contracted concerning the purchase of Product and such contract has
            been suspended or terminated.

      1.7   Whenever this Agreement references a manufacturer of Product other
            than the Seller ("Submanufacturer"), the parties acknowledge and
            agree that a Submanufacturer shall not be allowed unless approval of
            the Submanufacturer is provided by Eddie Bauer in writing. Any
            obligation or responsibility of Buying Agent with respect to Seller,
            including the obligations to inform, obtain appropriate
            documentation from, inspect, and otherwise obtain compliance with
            the provisions of the Purchase Documents, shall apply to a
            Submanufacturer. A Submanufacturer shall perform all of the
            obligations of and make all of the representations, warranties and
            certifications that are required of a Seller under the Purchase
            Documents, but the foregoing shall not limit or decrease the
            obligations of the actual Seller in such transaction.

      1.8   "Territory" shall mean the Territory listed above and such other
            Territory(ies), if any, as Eddie Bauer's Authorized Officer shall
            hereafter approve in writing.

      1.9   Except to the extent when such meaning is not reasonably plausible,
            the reference of a word, including Product or Seller, in the
            singular form shall include the plural. The phrase "such as" shall
            be construed to mean "by way of illustration only and without
            limitation." The word "including" shall be deemed to mean
            "including, but not limited to."

2. Buying Agent Retained - General Obligations. During the term of this
Agreement, Buying Agent agrees to act solely in the capacity of a non-exclusive
buying agent for the benefit of and on behalf of Eddie Bauer in the Territory
pursuant to the terms and provisions of this Agreement. In its capacity as Eddie
Bauer's buying agent, the Buying Agent shall represent Eddie Bauer with respect
to its purchase from Sellers of Product made in the Territory by Sellers and to
provide assistance necessary to ensure the proper export of Product from the
Territory and the shipment of Product to the Country of Import. With respect to
any Product not manufactured in the Territory, Buying Agent shall not act as
Eddie Bauer's buying agent and shall not expressly or impliedly represent itself
(by communication or any other conduct) to be Eddie Bauer's buying agent. Buying
Agent agrees to provide personnel, facilities, resources, and all other items
necessary or appropriate to enable Buying Agent to efficiently and effectively
perform its obligations under this Agreement.

3. Specific Covenants. In addition to and without limiting Buying Agent's other
obligations under this Agreement, including Buying Agent's general obligations
stated in Section 1 and its obligations under applicable law, Buying Agent shall
perform the following specific covenants:

      3.1   Purchase Documents. Buying Agent shall obtain from Eddie Bauer and
            become familiar with all documents that evidence or relate to Eddie
            Bauer's purchase of Product from Seller as such documents are
            modified by Eddie Bauer from time to time, including all terms and
            conditions of each purchase order, Eddie Bauer's Vendor Compliance
            Manual (Buying Agent hereby acknowledges receipt of a copy of such
            Vendor Compliance Manual or internet access thereto) and any other
            documentation provided by Eddie Bauer related to any purchase of
            Product, including Eddie Bauer's other policies, procedures and
            requirements, such as quality assurance requirements and product
            specifications (collectively "Purchase Documents"). Buying Agent
            acknowledges that it is not practical for Eddie Bauer to provide
            notice to each buying agent, including Buying Agent, and each Seller
            whenever any Purchase Document is modified. Consequently, Buying
            Agent agrees that it bears the

                                        1
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ANY TEXT REMOVED PURSUANT TO THE COMPANY'S CONFIDENTIAL TREATMENT REQUEST HAS
BEEN SEPARATELY SUBMITTED WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION AND
IS MARKED [***] HEREIN.

            responsibility for monitoring all such Purchase Documents so as to
            be constantly apprised of the then-current version thereof,
            including all changes thereto, and informing Seller of all such
            changes.

      3.2   Translation. If and to the extent required under applicable law or
            otherwise necessary or prudent in order to conduct business with
            Seller on an efficient and effective basis in the Territory, Buying
            Agent shall be responsible for the accurate translation of all such
            Purchase Documents from English into the local language of the
            Territory to assist Seller in dealing with Eddie Bauer; provided
            that Buying Agent shall clearly explain to Seller in writing when
            any such translated documents are employed for any purpose (and
            shall otherwise never waive or modify) Eddie Bauer's requirement
            that the English version of all Purchase Documents shall always
            control.

      3.3   Requirements Prior to Purchase. Prior to agreement upon the purchase
            of Product with any Seller, Buying Agent shall use commercially
            reasonable efforts to ensure Seller has fully complied with Eddie
            Bauer's vendor set up process (as it shall from time to time be
            modified), including providing to Eddie Bauer all documentation
            required in connection therewith.

      3.4   Retention of Documents. Whenever under this Agreement Buying Agent
            is required to provide any document (or information) to Eddie Bauer,
            upon receipt of Eddie Bauer's written direction to Buying Agent,
            Buying Agent shall, in lieu of transmitting such documents (or
            information) to Eddie Bauer, retain such documents (or information)
            on behalf of Eddie Bauer for such period as Eddie Bauer shall direct
            (but in no event less than six years) and, upon request from Eddie
            Bauer, provide such documents (or information) to Eddie Bauer.

      3.5   Transmittal of Documentation. Prior to agreement upon the purchase
            of Product pursuant to the Purchase Documents, Buying Agent shall
            use commercially reasonable efforts to supply to Eddie Bauer such
            information and items, including samples, as shall be necessary and
            prudent in order to fully inform Eddie Bauer concerning the
            propriety of purchase of the Product from Seller. When Eddie Bauer
            has elected to offer to purchase Product from Seller upon certain
            terms and conditions reduced to writing in the Purchase Documents,
            Buying Agent shall, upon receipt of such Purchase Documents (a)
            review such Purchase Documents and verify the accuracy thereof,
            including the country of origin, the FOB location, payment terms,
            and applicable dates, numbers, addresses and other information, and
            (b) expeditiously transmit all Purchase Documents to Seller.

      3.6   Seller's Agreement. Buying Agent shall, in a time frame that is
            commercially reasonable and consistent with Eddie Bauer's procedures
            and policies, obtain the written agreement (in the manner prescribed
            by Eddie Bauer's Purchase Documents) of Seller to all required
            Purchase Documents and shall promptly transmit that written
            agreement by Seller to Eddie Bauer.

      3.7   Additional Communication with Seller. Buying Agent shall communicate
            to Seller in a timely and accurate way (a) all production
            requirements, including specifications, (b) all applicable labeling,
            packaging, billing, and shipping requirements, and (c) other
            pertinent information, including delivery dates and other material
            dates.

      3.8   Pre-Production Inspection. Prior to the commencement of production
            of any Product (or any part thereof), Buying Agent shall inspect
            and, to the extent otherwise required under the Purchase Documents,
            test fabric or any other components of the Product, and inspect, and
            to the extent otherwise required under the Purchase Documents, test
            a fully completed sample of the Product.

      3.9   Inspection During Production. After production of the Product
            commences, but prior to completion of all of the Product, Buying
            Agent shall, if requested by Eddie Bauer, inspect, and to the extent
            otherwise required under the Purchase Documents, test sample Product
            during the process of production.

      3.10  Certain Inspection Reports. Upon completion of any testing or
            inspection required by the Purchase Documents, Buying Agent shall
            promptly complete and transmit to Eddie Bauer a complete and
            accurate inspection report in a form acceptable to or pre-approved
            by Eddie Bauer.

      3.11  Final Inspection. Buying Agent shall use commercially reasonable
            efforts to ensure that Seller shall provide prompt notice to Buying
            Agent when ordered Products are ready for shipment, and, upon
            receipt of such notice, Buying Agent shall perform final inspection
            in compliance with inspection procedures acceptable to or
            pre-approved by Eddie Bauer, including preparation of a Certificate
            of Inspection in a form acceptable to or pre-approved by Eddie
            Bauer. A copy of such Certificate of Inspection shall be provided to
            Seller and retained by Buying Agent.

      3.12  Seller's Invoice. Before a Seller's invoice is submitted to Eddie
            Bauer for payment, Buying Agent shall (a) obtain from Seller an
            accurate, English-language invoice(s) in U.S. Dollars for the
            Product, (b) verify unit prices and the quantities of the Product
            that are actually invoiced and shipped, (c) ensure that any
            applicable discount (such as any volume discount), claim, offset or
            other deduction from or reduction of the purchase price
            (collectively "Reduction") has been properly calculated and
            implemented on the applicable invoice(s), (d) sign each invoice to
            indicate that all notations and information thereon is accurate (or
            otherwise provide clear and unambiguous documentary verification of
            such accuracy, such as placement of Buying Agent's chop thereon),
            (e) verify that all shipping documents comply with the Purchase
            Documents, including compliance with the Customs laws of the Country
            of Import and other applicable law (such as a description of each
            item of Product sufficient to satisfy the Customs laws of the
            Country of Import).

      3.13  Consolidation. Upon Eddie Bauer's request, Buying Agent shall assist
            (e.g., communicate with a forwarder per instruction from Eddie
            Bauer) in the consolidation of shipments, including shipments from
            one or more Seller, to reduce Eddie Bauer's shipping costs.

      3.14  Export and Import Documentation. Buying Agent shall use commercially
            reasonable efforts to ensure the preparation and acquisition of all
            documentation in accurate, complete and legally compliant form that
            is necessary or prudent to export Product from the Territory and
            import Product to the Country of Import, including any quota
            documentation and any documentation related to applicable trade
            agreements.

      3.15  Document Coordination. Buying Agent shall coordinate and provide
            assistance to ensure proper preparation and delivery of all
            documents related to the Product in the manner and with number of
            copies required by Eddie Bauer. All such documents shall be prepared
            in English.

      3.16  Legal Compliance. Buying Agent shall to maintain a thorough
            knowledge of and use commercially reasonable efforts to ensure that
            the Product, as well as all conduct related thereto, complies with
            applicable law, including laws applicable to the export from the
            Territory and import into the Country of Import.

      3.17  Buying Agent's Invoice. Buying Agent shall prepare a separate,
            English-language invoice for the amount of the commission (expressed
            only in U.S. Dollars) to which Buying Agent is entitled under this
            Agreement. The Buying Agent's invoice shall include (and shall not
            be deemed effective or complete unless it includes) a copy of the
            Seller's invoice identifying Eddie Bauer as the purchaser, and, as
            requested by Eddie Bauer, either Forwarders Cargo Receipt ("FCR"),
            House Air Way Bill ("HAWB"), House Bill of Lading ("HBL") or
            Original Bill of Lading ("OBL") corresponding to each shipment
            billed ("Specified Documents"), a list and documentary evidence of
            all shipments made, and the invoiced price(s) upon which the
            commission is based. If Eddie Bauer shall hereafter agree in writing
            to accept an invoice from Seller stated in a currency other than
            U.S. Dollars, such invoice amount shall be converted by the Buying
            Agent into U.S. Dollars based upon the average daily

                                       2
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ANY TEXT REMOVED PURSUANT TO THE COMPANY'S CONFIDENTIAL TREATMENT REQUEST HAS
BEEN SEPARATELY SUBMITTED WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION AND
IS MARKED [***] HEREIN.

            exchange rate (as listed in The Wall Street Journal, or, if The Wall
            Street Journal shall fail to provide such rate, as listed in another
            publication or source reasonably specified by Eddie Bauer) for the
            month in which shipment of the Product occurs, and the commission
            payable to the Buying Agent shall be based on that converted U.S.
            Dollar amount. Buying Agent's invoice may not include any extra cost
            or fee other than the agreed-upon commission. In the event that a
            Reduction is applicable to a Seller's invoice, but such Reduction is
            not included on the invoice or is disputed by Seller, Eddie Bauer
            may, without limitation on its other rights and remedies under this
            Agreement or applicable law against Seller or Buying Agent, reduce
            the commission payable to Buying Agent to recover some or all of the
            amount of such Reduction directly from Buying Agent.

      3.18  Shipment Coordination. Upon export of such Product from the
            Territory, Buying Agent shall use commercially reasonable efforts to
            supervise and provide assistance to ensure that all required
            documentation (such as Seller's invoice and packing list, the
            Certificate of Inspection, such other documents as are requested by
            Eddie Bauer, including such documents as are appropriate depending
            on the mode of shipment, or, such other documents as are required by
            applicable law to export the Product from the Territory (or other
            country approved by Eddie Bauer in writing) and import the Product
            into the Country of Import) are tendered to the appropriate person
            or entity (depending on the method of shipment), including any
            person or entity specified by Eddie Bauer. All such documents shall
            be tendered within a timeframe that is the shorter of (a) any
            timeframe specified by Eddie Bauer, (b) any timeframe required under
            applicable law, including Custom Laws, and (c) any timeframe
            necessary in order to comply with various custom Programs, including
            the Customs Trade Partnership Against Terrorism of the United States
            Customs and Border Protection ("C-TPAT") and the Partnership In
            Protection ("PIP") of the Canadian Customs and Revenue Agency, and
            the so-called "24-hour rule."

      3.19  Factory Inspections. Buying Agent shall, from time to time as
            required by the Purchase Documents or as otherwise requested by
            Eddie Bauer, visit the manufacturing and other facilities of Seller
            as may be necessary or appropriate to complete any inspections
            permitted or required by the Purchase Documents or this Agreement,
            including supervision and confirmation of corrections identified in
            any inspection or otherwise requested by Eddie Bauer.

      3.20  Meeting Assistance. Buying Agent shall use commercially reasonable
            efforts to facilitate, assist, advise, and act as translator at any
            meetings between Eddie Bauer and a Seller or at any other meetings
            with any other person or entity related to the Product.

      3.21  Negotiations Concerning Claims. In the event that there shall exist
            a Reduction by Eddie Bauer against the Seller pursuant to the
            Purchase Documents or applicable law, including any Reduction
            arising from damage to Product, Product replacement, retrofit of
            Product, Product recall or late shipment of Product, Buying Agent
            shall use its best efforts to protect the interests of Eddie Bauer
            and assist Eddie Bauer in resolving such matters to Eddie Bauer's
            satisfaction in a cost-effective and expeditious way and, in all
            events, in compliance with the Purchase Documents and directions
            received by Eddie Bauer. Without limiting any of Eddie Bauer's
            rights or remedies against Seller or Buying Agent under this
            Agreement or applicable law, if Buying Agent shall fail to fulfill
            its obligations under this subparagraph, Eddie Bauer may, without
            limiting Eddie Bauer's claim or Reduction against Seller, retain
            Buying Agent's commission as liquidated damages to compensate Eddie
            Bauer for damages, including administrative and other costs,
            incurred in connection with such breach. Eddie Bauer and Buying
            Agent agree that such liquidated damages are a reasonable
            approximation of such costs.

      3.22  Warehousing. Buying Agent shall arrange, upon request of Eddie Bauer
            (at Eddie Bauer's expense or the Seller's expense, as directed by
            Eddie Bauer), warehousing of Product (on terms and conditions
            approved in advance by Eddie Bauer).

      3.23  Periodic Reports. Buying Agent shall prepare and deliver to Eddie
            Bauer written reports on a regular basis (no less than two times a
            year and, in addition, at such other times as are appropriate and/or
            requested by Eddie Bauer) describing (a) market and other conditions
            in the Territory, (b) information related to Product produced in the
            Territory that may be of interest to Eddie Bauer, including
            alternate sources of Product, and (c) other relevant information,
            including information about Seller (such as, whenever known, the
            financial or other business condition of Seller), and any actual or
            potential inability of Seller to perform its obligations under the
            Purchase Documents. At least annually and upon request by Eddie
            Bauer, Buying Agent and Eddie Bauer shall meet to evaluate
            implementation of this Agreement, including Eddie Bauer's
            satisfaction therewith. Such meeting shall, at Eddie Bauer's
            election, include an evaluation of the financial and other
            capability of the Buying Agent to perform its obligations under this
            Agreement.

      3.24  Trade Fairs. From time to time as reasonably requested by Eddie
            Bauer, Buying Agent shall attend trade fairs on behalf of Eddie
            Bauer and procure and forward to Eddie Bauer samples or offers to
            sell Product from such trade fairs.

      3.25  Buying Trips. Buying Agent shall assist and accompany Eddie Bauer in
            preparation of buying trips for Eddie Bauer's personnel visiting the
            Territory and render all necessary or requested assistance in
            connection with such trips.

      3.26  Assisting Eddie Bauer. Buying Agent shall perform such other
            reasonable services requested by Eddie Bauer from Buying Agent as
            are reasonably necessary to assist Eddie Bauer in its purchase from
            Seller. Without limiting the foregoing, Buying Agent shall provide
            assistance necessary to ensure full and continuing compliance with
            the Purchase Documents, including (a) compliance with security and
            related measures (such as those related to the C-TPAT and the PIP),
            and Eddie Bauer's other policies and procedures, and (b) resolution
            of any export or import disputes, problems, or delays, including
            those related to merchandise embargoed, excluded, or otherwise
            denied entry, including any material delay of entry.

Unless otherwise specifically agreed in writing by Eddie Bauer in advance,
Buying Agent's commission payable pursuant to this Agreement constitutes full
payment for performance of all of Buying Agent's obligations under this
Agreement.

4. Negative Covenants.

Buying Agent and its Affiliates shall NOT:

      4.1   fill orders for Eddie Bauer out of any stocks or inventory owned
            directly or indirectly by Buying Agent or its Affiliate;

      4.2   share any commission or income in any manner directly or indirectly
            with any Seller or an Affiliate thereof;

      4.3   obtain a direct or indirect ownership interest in, or any control
            of, or any financial interest in, any Seller or an Affiliate
            thereof;

      4.4   receive directly or indirectly any payment, rebate, gift or other
            form of remuneration or other item from any Seller or any Affiliate
            thereof;

      4.5   guarantee the costs of or furnish any raw materials to any Seller;

      4.6   without the express written permission of Eddie Bauer, provide any
            release or waiver to Seller, agree to any modification of any term
            or condition of the Purchase Documents, or cause Eddie Bauer to
            incur any obligations beyond those to which Eddie Bauer has
            expressly agreed in the Purchase Documents;

                                       3
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ANY TEXT REMOVED PURSUANT TO THE COMPANY'S CONFIDENTIAL TREATMENT REQUEST HAS
BEEN SEPARATELY SUBMITTED WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION AND
IS MARKED [***] HEREIN.

      4.7   prepay or pay on behalf of the Seller, any charges related to
            samples, including sample export charges or freight costs;

      4.8   conduct business under any trade name owned, used by or licensed to
            Eddie Bauer, including the trade name "Eddie Bauer" except as
            provided, if at all, in any separate written license agreement
            between Eddie Bauer and Buying Agent (the parties hereto acknowledge
            that this subparagraph shall not modify such license in any way);
            provided that the foregoing restriction shall not prohibit Buying
            Agent from accurately explaining to Sellers its role and obligations
            pursuant to this Agreement;

      4.9   assist in any manner the manufacture, sale, shipping, or other use
            of any items, including Product, to any person or entity other than
            to Eddie Bauer, if (i) such item is manufactured based upon design
            or other specifications of Eddie Bauer or its licensor(s), (ii) such
            item includes, is based on, or otherwise reflects or incorporates
            any trade name, trademark, copyright or other items of any kind in
            which Eddie Bauer claims any ownership interests or protection,
            including any intellectual property right, or (iii) where the
            manufacture, shipping or other use of such items violate or infringe
            any patent, trademark, copyright or other intellectual property
            right of Eddie Bauer or its licensors;

      4.10  share, disclose, sell or lend to any person or entity (other than
            Eddie Bauer and Buying Agent) or otherwise use any information
            related to Eddie Bauer, except as expressly permitted pursuant to
            this Agreement or the Purchase Documents including, but not limited
            to, the price of Product, other economic terms related to actual or
            proposed purchase of Product, merchandising or other plans related
            to the Product, retail pricing of Product, distribution or other use
            of Product, the volume of Product purchased by Eddie Bauer,
            commission(s) paid to Buying Agent, any production requirements,
            including specifications, proposed style(s) of Product, ship
            date(s), and any other information related to any Product or any
            transaction(s) related thereto (even if such information would not
            cause any competitive disadvantage to Eddie Bauer);

      4.11  participate in (or to fail to inform Eddie Bauer of) any operation
            or activity related to or involving the transshipment of Products,
            or knowingly allow any Seller of Product to transship or participate
            in any operation or activity related to or involving the
            transshipment of Product;

      4.12  participate in, or fail to provide prompt notice to Eddie Bauer of
            any actual or suspected conduct by a Seller related to, any
            fraudulent, unlawful or unethical conduct;

      4.13  act as a Seller's agent with respect to any Product; or

      4.14  engage in conduct prohibited by or inconsistent with the Purchase
            Documents.

5. Standards of Performance by Buying Agent. Buying Agent shall, in a fiduciary
capacity on behalf of Eddie Bauer, perform its obligations under this Agreement,
including its obligations to negotiate on behalf of Eddie Bauer in such a manner
as Eddie Bauer directs and to arrange for the purchase of Product by Eddie Bauer
pursuant to and in strict conformity with this Agreement, the Purchase Documents
and other terms and conditions specified by Eddie Bauer. Without limiting the
foregoing, Buying Agent shall use its best efforts on behalf of Eddie Bauer to
perform all of its obligations under this Agreement, including negotiating terms
and conditions for purchase of Products that complies with Eddie Bauer's
standard Purchase Documents and such other requirements or standards as Eddie
Bauer shall hereafter communicate to Buying Agent.

6. Payment to Buying Agent. Subject to the other terms and provisions of this
Agreement, Eddie Bauer shall pay a commission to the Buying Agent with respect
to each purchase contract. At Eddie Bauer's election, it may treat reasonably
contemporaneous purchase contracts from the same Seller (or its Affiliates) as
one purchase contract for purposes of this Section. Payment of the commission to
Buying Agent shall occur within thirty (30) days of Eddie Bauer's receipt of
Buying Agent's invoice prepared in compliance with the Agreement so long as the
following conditions are satisfied: (a) all Product that is the subject of the
purchase contract ("Subject Product") has been shipped, (b) Eddie Bauer has
received of all documents required under this Agreement with respect to the
Subject Product, and (c) Seller has been paid for the Subject Product. Buying
Agent's commission for each purchase contract shall equal Commission Rate
multiplied by the Net Vendor Cost of the Subject Product. Net Vendor Cost shall
mean the Vendor Cost listed on the applicable purchase order minus Eddie Bauer's
volume discount policy. Buying Agent hereby acknowledges receipt of Eddie
Bauer's volume discount policy (or internet access thereto) and shall be
responsible for monitoring all changes thereto as are made by Eddie Bauer from
time to time without any obligation by Eddie Bauer to provide notice of such
changes to Buying Agent.

7. Indemnity By Buying Agent. Buying Agent shall defend, indemnify and hold
Eddie Bauer harmless for all fines, claims, suits, damage, penalties, damages,
interest, losses, settlements, expenses, cost, and other amounts, including
reasonable attorney's fees, expert fees and other court or other dispute
resolution costs, related to or arising out of actual or alleged (a) failure of
Buying Agent to fully and timely perform all obligations under this Agreement,
(b) conduct that is not fully compliant with applicable law, (c) any negligent
conduct, intentional misconduct or error (regardless of negligence or intent) of
Buying Agent, including misconduct involving or related to transshipping, quota
evasion, incorrect assessment or verification of component materials, any error
or misstatement in any Certificate of Inspection or any other report or
information provided by Buying Agent. No representation, remedy, warranty, or
covenant, including any indemnity, contained in this Agreement or the
performance thereof shall limit the scope of any other representation, warranty,
covenant or remedy contained herein or implied by applicable law.

8. Code of Conduct. Without limiting any other provision of this Agreement,
Buying Agent hereby acknowledges receipt of the Eddie Bauer's Factory Workplace
Code of Conduct. Without limiting Buying Agent's other obligations under this
Agreement, Buying Agent shall ensure that each Seller has received copies of
written (including faxed or electronic versions of or internet access to) all
Purchase Documents, including the Vendor Compliance Manual (such as the Factory
Workplace Code of Conduct contained therein). Without limiting Buying Agent's
obligations under the above Section entitled Specific Covenants, (a) Buying
Agent shall, prior to arranging for Eddie Bauer to enter into any contract of
purchase of any Product from any Seller, inspect the facilities of Seller to
verify strict compliance with the Factory Workplace Code of Conduct, (b)
noncompliance by any Seller at any time with any of the Purchase Documents,
including the Factory Workplace Code of Conduct, must be reported immediately in
writing by Buying Agent to Eddie Bauer, (c) Buying Agent shall take all
appropriate steps to correct such noncompliance and confirm such correction to
Eddie Bauer, and (d) if Buying Agent shall obtain notice of knowledge of any
actual or alleged failure of any Seller to comply with the terms and provisions
of the Purchase Documents (such as the Factory Workplace Code of Conduct),
including such allegations that may be contained in any news media or any
allegations made by factory workers, nongovernmental organizations or other
persons or entities, Buying Agent shall immediately provide Eddie Bauer with an
accurate and complete description thereof. Without limiting the foregoing,
Buying Agent shall cooperate with and facilitate and, prior to finalizing any
purchase order contract, inform Seller of its obligation to cooperate with and
facilitate, inspections (including inspections without notice) of manufacturing
facilities and other facilities as required by Eddie Bauer, including such
inspections carried out by such persons, entities or organizations retained by
Eddie Bauer to conduct such inspections or to whom Eddie Bauer has granted the
right to conduct such inspections (as reflected in the Purchase Documents). By
way of illustration, in the event that Eddie Bauer, as now or hereafter
reflected in the Purchase Documents, has (or shall) become a member of a
multi-party organization, such as the Fair Labor Association ("FLA"), Buying
Agent shall cooperate with and facilitate (and cause Seller to cooperate with
and facilitate) inspections (including inspections without notice) conducted by
such third party organization, such as the FLA.

9. Compliance with Law. When acting as agent for Eddie Bauer or otherwise
performing its obligations under this Agreement ("Agency Conduct"), Buying Agent
shall comply with all applicable law, including (without limitation) the United
States Foreign Corrupt Practices Act. Buying Agent hereby acknowledges that (a)
this Agreement and the Purchase Documents imposed on Buying Agent and Seller
obligations in addition to the obligations of Buying Agent and Seller under
applicable law, and (b) consequently, the satisfaction of obligations imposed on
Buying Agent or Seller by applicable law are not sufficient to satisfy the
additional obligations of Buying Agent or Seller under this Agreement or the
Purchase Documents, including Eddie Bauer's policies and requirements contained
therein. This Agreement and the Purchase Documents are not intended to limit or
diminish Buying Agent's obligations under applicable law. With respect to Agency
Conduct, applicable law shall mean any law applicable in any country, including
any political subdivision thereof, (a) in which the Buying Agent is deemed to
conduct business

                                       4
<PAGE>
ANY TEXT REMOVED PURSUANT TO THE COMPANY'S CONFIDENTIAL TREATMENT REQUEST HAS
BEEN SEPARATELY SUBMITTED WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION AND
IS MARKED [***] HEREIN.

on behalf of Eddie Bauer, or (b) that asserts jurisdiction over any aspect of
Agency Conduct. With respect to Product, applicable law shall include the
applicable law of the country in which the Product (or any portion thereof) is
made, manufactured, processed, assembled, labeled, or shipped from and the law
of the Country of Import. Eddie Bauer shall comply with applicable law in
connection with conduct governed by this Agreement.

10. Confidential Information.

      10.1  Information shall be deemed proprietary or confidential if (a) it is
            considered by Eddie Bauer to be proprietary or confidential and
            Buying Agent knows or has reason to know that Eddie Bauer considers
            it to be proprietary or confidential, or (b) it is the type of
            information that is treated as proprietary or confidential by
            regional or national retailers in the United States. Without
            limiting the foregoing, any information concerning the design,
            specifications, or manufacture of Product, the contents of the
            Purchase Documents, including the VCM, merchandising or other retail
            strategies, including cost and pricing data, and customer lists
            shall be conclusively deemed to be proprietary or confidential. Any
            and all information disclosed by Eddie Bauer that is proprietary or
            confidential and is disclosed in any manner (and regardless of
            whether such information is specifically labeled as such) is
            considered confidential information, unless such information falls
            within the exceptions set forth below (hereinafter "Confidential
            Information").

      10.2  Buying Agent agrees to hold any Confidential Information disclosed
            to it in confidence, to cause its employees, agents or other third
            parties to hold such Confidential Information in confidence, and to
            use its best efforts (and, in all events, no less than the same
            standard of care and procedures used to protect its own proprietary
            and confidential information) to protect the confidential nature of
            the Confidential Information. Buying Agent shall not disclose
            Confidential Information to others or use it for purposes other than
            to perform its obligations under this Agreement.

      10.3  Buying Agent agrees to limit disclosure of Confidential Information
            to those employees or agents necessary for the performance of Buying
            Agent's obligations hereunder and only to such employees and agents
            who have agreed to be bound by the obligations herein.

      10.4  Buying Agent hereby acknowledges that it is aware, and agrees that
            it will advise all of those persons who are involved in the
            performance of Buying Agent's obligations hereunder, that applicable
            law, including securities laws, may prohibit any person who has
            received material, non-public information concerning Eddie Bauer
            (including information about Eddie Bauer or its business that is not
            generally available to the public) from purchasing or selling
            securities of Eddie Bauer while in possession of such non-public
            information, and from communicating that information to any other
            person who may purchase or sell securities of Eddie Bauer or who may
            otherwise violate such laws by the use or communication thereof.
            Buying Agent specifically acknowledges these obligations and agrees
            to be bound thereby.

      10.5  Confidential Information shall not include any information which (a)
            was publicly available at the time of disclosure; (b) became
            publicly available after disclosure without breach of this Agreement
            by the Buying Agent; (c) was in Buying Agent's possession prior to
            disclosure, as evidenced by Buying Agent's written records, and was
            not the subject of an earlier confidential relationship with Eddie
            Bauer; (d) was rightfully acquired by Buying Agent after disclosure
            by Eddie Bauer from a third party who was lawfully in possession of
            the information and was under no obligation to Eddie Bauer to
            maintain its confidentiality; (e) is independently developed by
            Buying Agent's employees or agents who have not had access to the
            Confidential Information; or (f) is required to be disclosed by the
            Buying Agent pursuant to judicial order or other compulsion of law,
            provided that Buying Agent shall provide to Eddie Bauer prompt
            notice of such order and comply with any protective order imposed on
            such disclosure.

      10.6  At any time requested by Eddie Bauer, Buying Agent shall return or
            destroy all documents, samples or other materials embodying
            Confidential Information, shall retain no copies thereof, and shall
            certify in writing that such destruction or return has been
            accomplished.

11. Certain Alleged Rights in Work. Buying Agent agrees that all services
provided by Buying Agent, including any matters resulting therefrom and anything
performed, contributed, or prepared by Buying Agent or its employees or agents
pursuant to this Agreement, all patents, copyrights, trade marks, trade secrets
and other proprietary rights, together with equivalent rights in or based on
such works (the "Subject Work") have been specially ordered and commissioned by
Eddie Bauer, shall be deemed works-made-for-hire from the moment of creation,
and are and shall be the sole and exclusive property of Eddie Bauer. Without
limiting the foregoing, Buying Agent, its employees and agents hereby sell,
assign, transfer and convey the Subject Work and any improvements thereto,
exclusively, irrevocably, and perpetually, together with all right, title, and
interest throughout the world therein, including without limitation, the right
to secure registrations, renewals, reissues, and extensions thereof. No rights
of any kind related to the Subject Work are reserved to or by Buying Agent or
shall revert to Buying Agent who expressly waives any rights of attribution or
integrity. Buying Agent specifically agrees to obtain all appropriate releases
and assignments necessary to convey to Eddie Bauer the rights described in this
Section, including but not limited to, releases and assignments from its
employees and agents. Buying Agent, its employees and agents agree to make full
disclosure to Eddie Bauer concerning all Subject Work.

12. Term. This Agreement shall commence on the Effective Date listed above and
shall remain in effect until (a) it is superseded by a subsequent agreement or
(b) it is terminated in writing by either party ("Termination Notice"). Except
as expressly provided in this Agreement, any Termination Notice shall be
effective sixty (60) days after receipt by the other party hereto. All
Termination Notices will be sent by fax (with a follow-up copy by express
courier) and deemed given upon delivery (or when delivery is refused) of the
first of such notices to be delivered. Except in the case of a For Cause
Termination, with respect to offers to purchase placed through the Buying Agent
by Eddie Bauer and accepted by a Seller prior to the date on which a Termination
Notice is received by the recipient, all rights and duties hereunder shall
continue to apply thereto regardless of a Termination Notice given by either
party. Except as otherwise stated in the previous sentence, in the event of any
termination of this Agreement, Buying Agent has no further rights or remedies
against Eddie Bauer, including any right to payment of or reimbursement for any
costs, expenses, compensation or amount, including any amount on account of loss
of employment or business, any efforts on behalf of Eddie Bauer ("Termination
Compensation"). Notwithstanding any provision in this Agreement, in the event
Buying Agent violates its obligations hereunder, Eddie Bauer may terminate the
Agreement at any time effective immediately upon Buying Agent's receipt of the
Notice of Termination ("For Cause Termination") and, in such event, Eddie Bauer
shall have no obligation to Buying Agent, including any obligation for payment
of any commission, fees, charges, or Termination Compensation. In the event that
any of the following shall occur or be deemed by Eddie Bauer to be imminent: (a)
Buying Agent ceases to conduct business, (b) there shall be a material change in
Buying Agent's operations, such as a material reduction in the location of its
operations or scale or scope of its services, (c) there shall be a material
change in the identity of person(s) who assist Eddie Bauer within the Buying
Agent's organization, or (d) control of the ownership interest or the sale of
the majority of Buying Agent's assets shall occur, then, Eddie Bauer may
terminate this Agreement, which termination shall be effective upon receipt of
the Notice of Termination by Buying Agent ("Immediate Termination Not For
Cause"), but such termination shall not be deemed a For Cause Termination. A
termination of this Agreement shall not constitute a waiver of or serve to
estop, modify or limit any right or remedy of Eddie Bauer against Buying Agent
or Seller under this Agreement or applicable law. At any time, Eddie Bauer may
elect to transact business with any other buying agent in addition to or in lieu
of Buying Agent.

13. Changes. Any future amendments to this Agreement or waiver of the rights or
remedies hereunder must be agreed to in a writing signed by both parties. Eddie
Bauer may assign this Agreement upon notice thereof to Buying Agent. Except as
provided in Exhibit A attached hereto, Buying Agent's interest in this Contract
may not be assigned and its obligations hereunder may not be delegated without
the written consent of Eddie Bauer.

14. Election of Remedies. In the event of a breach of this Agreement by Buying
Agent, including any Subagent, Eddie Bauer shall be entitled to all rights and
remedies contained in this Agreement or as otherwise provided under applicable
law. To the greatest extent allowed under applicable law, all of Eddie Bauer's

                                       5
<PAGE>
ANY TEXT REMOVED PURSUANT TO THE COMPANY'S CONFIDENTIAL TREATMENT REQUEST HAS
BEEN SEPARATELY SUBMITTED WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION AND
IS MARKED [***] HEREIN.

remedies under this Agreement or applicable law shall be cumulative and the
election of a particular remedy shall not preclude or limit Eddie Bauer from
electing or relying upon any other such remedy.

15. Governing Law and Disputes. Without regard to any conflicts of law
provisions, this Agreement shall, for all purposes, be governed by and be
construed in accordance with the laws of the State of Washington; provided that
the foregoing agreement concerning choice of law applicable to the construction
of this Agreement shall not limit Buying Agent's obligation to comply with any
other law applicable to the Agency Conduct or the Product. In the event of a
dispute arising out of this Agreement (whether or not an action is commenced),
the prevailing party in such dispute shall be entitled to recover from the other
party its reasonable attorneys fees and costs (including, without limitation,
expert fees) incurred in connection with such dispute. Buying Agent submits to
the jurisdiction of a court of competent jurisdiction sitting in King County,
Washington, U.S.A. in connection with any dispute arising out of this Agreement
or matters related hereto, and, unless specifically waived in writing signed by
Eddie Bauer, venue shall be proper in the event of such a dispute only in such a
court. Except as otherwise expressly provided in this Agreement, no remedy or
election made hereunder shall be deemed exclusive, but shall, whenever possible,
be cumulative with all other rights and remedies of Eddie Bauer at law or under
this Agreement.

16. Insolvency. In the event of any proceeding, whether voluntary or
involuntary, in bankruptcy or insolvency, or a similar proceeding is instituted
by or against any of the parties, including proceedings under the Bankruptcy
laws of the United States or elsewhere, the bankruptcy, insolvency or
receivership laws of any state of the United States or elsewhere or in the event
of an appointment with or without consent to any receiver or assignee for the
benefit of creditors, either party may, at its option if and to the extent
allowed under applicable law, terminate this Agreement upon notice to the other
party, which termination shall constitute a For Cause Termination.

17. Insurance. Buying Agent will maintain and provide Eddie Bauer with a
certificate of insurance at all times during the term of this Agreement
reflecting the following coverage: Commercial General Liability insurance (or
similar coverage) with a minimum of $1,000,000 per occurrence and, if not
covered by such Commercial General Liability insurance, coverage for Buyer's
errors or omissions in performing its obligations hereunder, in an amount no
less than $1,000,000 per applicable event. Eddie Bauer and its subsidiaries must
be listed on all such policies as additional insureds (or similar applicable
status) and the policies shall provide a waiver of subrogation in favor of Eddie
Bauer and the certificate shall evidence such waiver. Compliance by a Seller
with the covenants concerning insurance in the Purchase Documents and the
compliance of Buying Agent with the covenants, representations and warranties
concerning insurance contained in this Agreement shall not limit or affect Eddie
Bauer's rights and remedies under this Agreement or applicable law. Without
limiting the foregoing, the limits of liability of insurance procured by a
Seller or Buying Agent shall not limit Buying Agent's liability under this
Agreement or applicable law.

18. Miscellaneous.

      18.1  The invalidity or unenforceability of any provision in this
            Agreement shall not limit the enforcement of any other provision.
            This Agreement shall be binding upon and benefit the parties hereto,
            their personal representatives, successors and assigns. This
            Agreement contains the complete statement of the parties' agreement
            as of the date hereof with respect to any matter mentioned herein.
            No prior agreement, correspondence, negotiations or understanding
            pertaining to any such matter shall be effective to construe,
            interpret or modify the terms hereof. Whenever Eddie Bauer is
            entitled to approve or consent under this Agreement, it shall be
            entitled to withhold, provide and/or condition its approval or
            consent in its business judgment. No waiver of any right or remedy
            of Eddie Bauer shall be effective unless provided by Eddie Bauer in
            writing signed by Eddie Bauer's Authorized Officer. A waiver by
            Eddie Bauer or a failure by Buying Agent to perform one or more of
            any term or condition of this Agreement shall not constitute a
            waiver or excuse for nonperformance of any future performance
            pursuant to such term or condition and shall not constitute a waiver
            or excuse of nonperformance as to any other term or condition of the
            Agreement. If Eddie Bauer shall consent to or approve any conduct or
            condition, such consent or approval shall not be deemed to render
            unnecessary obtaining Eddie Bauer's consent or approval to any
            subsequent conduct or condition.

      18.2. This Agreement may be executed in counterparts. The parties
            specifically agree that facsimile signatures shall be effective to
            bind the parties hereto. Each person who executes this Agreement
            represents that he or she is duly authorized to execute this
            Agreement in the capacity signed below and, as such, to bind the
            principal, if any, on whose behalf the signatory signs this
            document.

      18.3  The parties recognize and agree that time is of the essence in the
            performance of Buying Agent's obligations under this Agreement.
            Without limiting any of Eddie Bauer's other remedies, Eddie Bauer
            may offset any amount owed to Eddie Bauer by Buying Agent (under
            this Agreement, another contract or applicable law) against any
            amount owed by Eddie Bauer to Buying Agent (under this Agreement,
            another contract or applicable law). Notwithstanding the foregoing
            and without limiting Eddie Bauer's other rights hereunder, if Buying
            Agent fails to perform any of its obligations under this Agreement,
            including failure of any aspect of the Product, including quantity
            or quality thereof, to comply with the Purchase Documents (which
            full and complete performance is an express condition to payment of
            any commission or other amount to Buying Agent), no commission (or
            other amount or compensation based on any theory whatsoever) shall
            be deemed due to Buying Agent and, if any such failure or breach is
            discovered after payment of the commission, the commission shall be
            immediately refunded upon demand.

      18.4  Article and section headings are not to be a part of this Agreement
            and shall not be used to interpret, limit or otherwise affect the
            meaning of this Agreement or any provision hereof. This Agreement
            shall be interpreted in accordance with the fair and reasonable
            meaning of the words of this Agreement and, in that connection,
            Buying Agent and Eddie Bauer respectively represent that it has been
            represented or has had the opportunity to be represented by its
            counsel in connection with the negotiation and execution of this
            Agreement and that each has become familiar with the provisions of
            this Agreement, which provisions have been fully negotiated between
            Eddie Bauer and Buying Agent. Eddie Bauer and Buying Agent agree
            that the provisions hereof are not to be construed either for or
            against either party as the drafting party.

      18.5  Whenever any conduct is prohibited by the terms of this Agreement,
            the Purchase Documents or applicable law, Buying Agent shall not
            directly or indirectly participate in, facilitate, allow, or fail to
            give prompt notice to Eddie Bauer of any conduct designed to achieve
            or cause the prohibited conduct in any way by or through any person
            or entity, including any Affiliate of any Seller or of Buying Agent.
            In order to ensure compliance with this Agreement and the Purchase
            Documents, Eddie Bauer shall be entitled to audit the records of the
            Buying Agent upon reasonable notice at any location(s) at which
            Buying Agent conducts or has conducted business and Buying Agent
            shall fully cooperate in such audit, including collecting such
            requested documents as Eddie Bauer shall request at the location
            specified for the audit.

      18.6  This Agreement is not intended to confer any rights or remedies upon
            any person or entity that is not a party hereto. Without limiting
            the foregoing, Seller is not a third party beneficiary of this
            Agreement and no obligation of Buying Agent hereunder shall modify
            Seller's obligations under the Purchase Documents or applicable law
            or limit Seller's obligation for any breach of the Purchase
            Documents or applicable law.

      18.7  Any representations, warranties or obligations of Buying Agent
            (whether express or implied) shall survive any inspection, testing,
            shipment, or acceptance of the Product, payment therefor, payment of
            any commission therefor and resale to Eddie Bauer's customers.

      18.8  Except as provided below, in performing its obligations under this
            Agreement, Buying Agent shall direct communication concerning any
            Purchase Documents or Product (or matters related to the foregoing)
            to the Eddie Bauer Buyer listed on the Purchase Documents (or such
            other person as such Buyer or other authorized representative of
            Eddie Bauer shall specify) at such place (or other contact
            information) as such Buyer (or other specified person) shall
            provide. Notwithstanding the foregoing, any notice or communication
            concerning the subject matter of this

                                       6
<PAGE>
ANY TEXT REMOVED PURSUANT TO THE COMPANY'S CONFIDENTIAL TREATMENT REQUEST HAS
BEEN SEPARATELY SUBMITTED WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION AND
IS MARKED [***] HEREIN.

            Agreement ("Changes") or any proposed change or exception to, or
            waiver of, any of Eddie Bauer's standard Purchase Documents,
            including the terms and conditions thereof, the Vendor Compliance
            Manual, and Eddie Bauer's other policies, requirements or procedures
            ("Deviations") shall be sent to Eddie Bauer's Authorized Officer at
            Eddie Bauer's address listed below or such other address as Eddie
            Bauer shall hereafter specify. Buying Agent acknowledges that no
            Changes or Deviations may be made except in writing (including
            email) by Eddie Bauer's Authorized Officer.

      18.9  In the event that Eddie Bauer shall institute any communication or
            other system, including electronic data interchange (EDI), related
            to the purchase of Product or any matters described or referenced in
            the Purchase Documents, at Buying Agent's sole cost and expense,
            Buying Agent shall acquire, install and maintain in good operating
            condition any such hardware, software and other items as are
            necessary to effectively participate in and facilitate communication
            related thereto. Without limiting the foregoing, Buying Agent shall
            use its best efforts to maintain continuous email communication with
            Eddie Bauer.

      18.10 Notices given pursuant to this Agreement to Buying Agent shall be
            provided to Buying Agent's address listed above unless and until
            such different address is provided by Buying Agent to Eddie Bauer's
            Authorized Officer in writing. Without limiting the other provisions
            hereof, all notices given pursuant to this Agreement shall be in
            writing and deemed received upon delivery to or receipt by the
            addresse or when delivery is declined.

19. Exhibits. The exhibits, if any, listed on the List of Exhibits (below) are
incorporated herein.

20. Execution. This Agreement shall not be valid unless and until it is executed
by all parties listed below and Buying Agent's executed version is delivered to
Eddie Bauer.

List of Exhibits:

EXHIBIT A

Eddie Bauer, Inc.

By: /s/ Barbara Caalim
-------------------------------------------------------------------
Barbara Caalim, VP Global Sourcing and Supply Chain Operations

15010 NE 36th Street
Redmond, WA 98052
U.S.A.

Eddie Bauer International (Americas), Inc.

By: J. K. Tulleners
-------------------------------------------------------------------
Name Printed/Typed: J. K. Tulleners
Title: Managing Director

                                       7