<PAGE>
 
                                                                   EXHIBIT 10.43

                           [LETTERHEAD OF ST. JOHN]

November 13, 1996

Hilda Chang
Third Floor, Bisney Cove
33 Bisney Road
Pokfulam
Hong Kong

VIA FEDERAL EXPRESS (Personal and Confidential)

Dear Hilda:

Thank you for your letter which you sent to Mr. Gray several weeks ago outlining
your sales representation plans for St. John in the Asian/Pacific Rim Region. In
your letter, you stated that you would like to form your own Asian Sales Agency 
and represent St. John Knits, Inc. You inquired as to whether it would be 
possible for you to represent St. John Knits and under what specific terms and 
conditions. As promised, we are responding to your request.

St. John would be willing to enter into the following agreement with the Hilda 
Chang Sales Agency (or any other firm created by you under which you choose to 
do business as an independent St. John sales representative) under the following
terms and conditions:

1. Scope of the Agreement:  Hilda Chang is to provide Sales Representation 
services to St. John including but not limited to the following services:

A. Selling all St. John divisions outlined below to all existing St. John Asian 
Customers.
B. Showing the line to existing and new customers.
C. Compiling and forwarding purchase orders to St. John.
D. Periodically visiting each account and providing in store product knowledge 
   seminars and Alterations seminars.
E. Submitting reports to St. John Management upon request.
F. Constantly striving to open new accounts.
G. Handling the customer service function for each Asian account.
H. Assisting in any necessary credit functions such as following up to ensure 
that letters of credit are in place or assisting the St. John credit department 
in obtaining any important credit information or assisting with St. John credit 
department communications.

2. St. John Divisions: This agreement covers only the following St. John 
Divisions. (Additional divisions may be added from time to time in writing only 
by mutual consent of both parties):
   A. Knitwear: St. John Basics, Collection, Dressy/Evening, Couture
   B. St. John Sport
   C. Griffith & Gray
   D. St. John Accessories including jewelry, scarves, belts, handbags
   E. St. John Shoes either manufactured by St. John or any officially 
      authorized licensee
<PAGE>
 
Hilda Chang
Page 2
November 13, 1996

3. Term of Agreement: This Agreement will last three years beginning with the 
St. John Fall 1997 Season and will last up to and including the St. John 
Cruise/Spring 2000 season (covering shipments through May 15, 2000) provided 
that Hilda Chang meets the minimum order booked requirements mentioned in 
section 13.

4. Commission Rate: 11% on all net shipments of St. John merchandise which means
total shipments less normal cash or trade discounts less all returns.

5. Cooperative Advertising: Cooperative Advertising support will be determined 
by and funded by St. John in consultation with Hilda Chang. The amount of 
cooperative advertising contribution will generally range from 1% to as much as 
3% depending on the account.

6. Build out Requests. Responsibility and approval to fund Asian Accounts Build
out requests will rest with St. John Knits, Inc.

7. Asian Countries covered by this agreement are:
Korea (North and South), China, Hong Kong, Singapore, Thailand, Vietnam, 
Malaysia, Indonesia, Myanmar, Philippines, Taiwan, Vietnam, Cambodia, Guam, 
Saipan, Macau (Additional countries may be added from time to time by the 
written mutual consent of both parties.) We have chosen not to include India as 
part of this agreement; however, we are willing to consider adding this country 
later to the agreement as per the terms of the preceding sentence.

8. Showroom Requirement. Hilda Chang will maintain a showroom in an office 
building in Hong Kong. Decoration and Design of showroom must be approved by St.
John as St. John is willing to contribute toward the cost of decoration of the 
showroom. The amount of contribution will depend on the size of the showroom 
leased. St. John's name will be the primary masthead on the front of the 
showroom. Any other vendor's names or the designated name of the Hilda Chang 
Sales Agency will be smaller than the St. John name on any listing, posting, 
directory or sign. If St. John does not contribute toward the cost of showroom 
decoration, then no design approval from St. John is required.

9. Approval of any Additional Line. St. John retains the right to approve or 
disapprove of any additional apparel and accessory lines which Hilda Chang may 
also choose to take on and represent as an Asian Sales Agent. Hilda Chang must 
obtain St. John's written approval in order to be able to represent another 
apparel or accessory line. St. John will not unreasonably withhold its approval.

10. Commission payments. All commissions to be calculated and paid monthly not 
later than thirty days after the end of each respective shipping month.
<PAGE>
 
Hilda Chang
Page 3
November 13, 1996

11. Expenses. Hilda Chang to personally fund all of her own travel, lodging and 
other miscellaneous expenses while representing St. John in Asia. St. John to 
fund all expenses relating to the carnet and the transport of the sample lines.

12. Korean Assistant Requirement. Hilda Chang is required to pay for one part 
time or full time or freelance assistant for Korea (must be a native Korean 
speaker) to assist in the maintenance and development of the St. John Korean 
business and with communication with St. John Korean accounts. This assistant is
not required to be based in Korea but must be a native Korean speaker.

13. Asian Sales Goals and Minimum Order Booked Requirement.

The term of this agreement is from the St. John Fall 1997 season through the 
Cruise/Spring 2000 season. Your sales goals for your Asian Territory are listed 
below:
<TABLE> 
<CAPTION> 
ASIAN SALES GOALS (all figures in U.S. $)
-----------------
<S>                         <C> 
Fall 1997                   $3,200,000              
Cruise/Spring 1998          $3,400,000    
Fall 1998                   $3,800,000    
Cruise/Spring 1999          $4,000,000    
Fall 1999                   $4,600,000    
Cruise/Spring 2000          $4,900,000     
</TABLE> 
However, St. John reserves the right (although it may choose not to exercise its
right) to terminate this agreement in the event, orders booked by Asian accounts
(and approved by the St. John credit department) fall below the following 
minimum acceptable levels for all St. John Divisions in total as prescribed 
below:

<TABLE> 
<CAPTION> 
MINIMUM ORDERS BOOKED REQUIREMENTS (all figures in U.S. $)
----------------------------------
<S>                         <C> 
Fall 1997                   $2,176,000     
Cruise/Spring 1998          $2,295,000    
Fall 1998                   $2,550,000    
Cruise/Spring 1999          $2,720,000    
Fall 1999                   $3,145,000    
Cruise/Spring 2000          $3,315,000     
</TABLE> 
St. John will pay Hilda Chang sales commissions for all shipments made up 
through the final season when the agreement is terminated. (For example, in the 
event St. John chooses to terminate the agreement because the total orders 
booked fall below the Minimum Order Booked Requirement for the Fall 1998 season,
St. John will notify Hilda Chang in writing between July 1st and July 30, 1998 
that the agreement is terminated and Hilda Chang will continue to receive sales 
commissions for all shipments for this season up through the final shipping 
month of the Fall 1998 season.)
<PAGE>
 
Hilda Chang
Page 4
November 13, 1996

In the event, the orders booked (and approved by the St. John credit department)
fall below the minimum acceptable level for any season stated above, St. John 
reserves the right to terminate the agreement in accordance with the following 
dates (although it may choose not to exercise its right):

<TABLE> 
<CAPTION> 

Season          Earliest termination date option  Latest termination date option
--------------------------------------------------------------------------------
<S>             <C>                               <C>
Fall Season     July 1st                          July 30th
Spring Season   January 1st                       January 30th

</TABLE> 

For example, if you fall below the minimum order booked level for Fall 1997, St.
John may at its option terminate the agreement (although it may choose not to), 
only between July 1, 1997 and July 30, 1997.

14.  All official notices covered by sections 2, 7, 8, 9, 10 and 13 of this
agreement must be in writing and sent via Federal Express, UPS, DHL or any other
international courier service.

15.  This agreement will be covered by the laws of the United States, the State 
of California and the County of Orange.

Hilda, we appreciate the good work which you have done for St. John in the past.
Therefore, we look forward to your concentrating your efforts on selling St.
John merchandise throughout the Asian/Pacific rim and we are looking forward to
establishing a long and successful relationship with your sales organization.
Your signature below will mean your full acceptance to the terms and conditions
outlined above. You have until November 22, 1996 to accept our offer under the
terms and conditions outlined above.

Sincerely,
ST. JOHN KNITS, INC.                         Agreed and Accepted:

/s/ CHRISTOPHER SCHARFF                      /s/ HILDA CHANG
-------------------------------              --------------------
Director of International Sales              Hilda Chang

Approval:
ST. JOHN KNITS, INC.

/s/ BOB GRAY
-------------------------------
Mr. Bob Gray
Chairman and C.E.O.