<PAGE>

                                                                   EXHIBIT 10.33

                                      COPY

                                      2004

                            ON THE 13TH. DAY OF JULY

                                     *******

                                      SALE

                                BY THE COMPANIES

                            "NOVEL TEXTILES LIMITED"

                                       AND

                       "NOVEL GARMENTS (MAURITIUS) LIMITED

                                 TO THE COMPANY

                            "DENIM DE L'ILE LIMITED"

                                   ***********

                                                                  17,047,664 USD

                                   **********

      BEFORE Mr. MARIE JOSEPH JEAN PIERRE MONTOCCHIO, Notary, of 4th Floor,
Labama House, 35, Sir William Newton Street, Port-Louis, Mauritius undersigned.-

                         PERSONALLY CAME AND APPEARED:-

      Mr. ALFRED JOSEPH GERARD ROBERT ALAIN REY, of age, born on the twenty
eighth day of September one thousand nine hundred and fifty nine, Act of Birth
bearing No. 1492 of 1959 - Plaines Wilhems, Chartered Accountant, residing at
Floreal.

            Hereacting for, on behalf and as the duly authorised representative
            of the company existing in this Island under the name of "NOVEL
            TEXTILES LIMITED" constituted originally under the name of "UNION
            TEXTILES

<PAGE>

            LTD" as per a deed drawn up by Mr. Edward Redmond Hart de Keating,
            on the thirtieth day of April one thousand nine hundred and eighty
            seven, registered in Reg: B 131 No. 3748, duly incorporated
            conformably to law.

                  The said Mr. REY vested with the necessary powers for these
                  presents in virtue of a decision of the Board of Directors of
                  the said Company taken at a meeting held on the eleventh day
                  of June two thousand and four as evidenced by a duly certified
                  extract of the minutes of proceedings of the said meeting
                  which remains hereto annexed after due mention being made by
                  the undersigned notary.

                        IT BEING HERE OBSERVED that the shareholders of "NOVEL
                        TEXTILES LIMITED" have - by virtue of a Special
                        Resolution passed at a Special Meeting held on the
                        eleventh day of June two thousand and four as evidenced
                        by a duly certified extract of the minutes of
                        proceedings of the said meeting which remains hereto
                        annexed after due mention being made by the undersigned
                        notary - approved, conformably to the provisions of
                        Section 130 (1) (a) of the Companies Act 2001, the
                        present sale.

                  IT BEING HERE FURTHER OBSERVED that "NOVEL TEXTILES LIMITED"
                  has received the necessary authorisation for the purpose of
                  the present sale from the Prime Minister in virtue of a
                  Certificate issued on the twelfth day of July two thousand and
                  four by the latter which remains hereto attached after due
                  mention by the undersigned notary.-

<PAGE>

      And the said Mr. ALFRED JOSEPH GERARD ROBERT ALAIN REY, abovenamed.

                  Hereacting now for, on behalf and as the duly authorised
                  representative of the company existing in this Island under
                  the name of "NOVEL GARMENTS (MAURITIUS) LIMITED", constituted
                  originally under the name of "ACE EXPORT LTD" as per a deed
                  drawn up by Mr. Rajendra Dassyne, on the fourteenth day of
                  October and third day of November one thousand nine hundred
                  and eighty eight, registered in Reg: B 134 No. 1548 and
                  incorporated on the fourteenth day of November one thousand
                  nine hundred and eighty eight as evidenced by a certificate of
                  incorporation delivered by the Registrar of Companies on the
                  fifteenth day of November one thousand nine hundred and eighty
                  eight which is annexed to the deed abovementioned.-

                  The said Mr. REY vested with the necessary powers for these
                  presents in virtue of decision of the Board of Directors of
                  the said Company taken at a meeting held on the twelfth day of
                  June two thousand and four as evidenced by a duly certified
                  extract of the minutes of proceedings of the said meeting
                  which remains hereto annexed after due mention being made by
                  the undersigned notary.

                        IT BEING HERE OBSERVED that the shareholders of "NOVEL
                        GARMENTS (MAURITIUS) LIMITED" have - by virtue of a
                        Special Resolution passed at a Special Meeting held on
                        the twelfth day of June two thousand and

<PAGE>

                        four as evidenced by a duly certified extract of the
                        minutes of proceedings of the said meeting which remains
                        hereto annexed after due mention being made by the
                        undersigned notary - approved, conformably to the
                        provisions of Section 130 (1) (a) of the Companies Act
                        2001, the present sale.

                                 (HEREINAFTER called collectively "The Vendors")

      WHO the said appearers in their aforesaid capacities do, by these
presents, sell, make over, transfer and assign under all legal guarantees and
subject to all legal covenants,

      To the Private Company existing in this Island under the name of "DENIM DE
L'ILE LIMITED" duly incorporated conformably to law on the fourteenth day of May
two thousand and four as evidenced by a Certificate of Incorporation issued by
the Registrar of Companies on the seventeenth day of May two thousand and four.

      WHICH IS FOR AND ON BEHALF OF THE SAID COMPANY ACCEPTED BY:-

      Mr. IAN MAURICE ESPITALIER NOEL, of age, born on the twenty eighth day of
February one thousand nine hundred and sixty, Act of Birth bearing No. 661 of
1960 - Plaines Wilhems, Company Director, residing at Allee Beaux Manguiers,
Grand Bay.

      And Mr. ROLAND STAUB, of age, born on the twentieth day of May one
thousand nine hundred and forty six, Act of Birth bearing No. 905 of 1946 -
Plaines Wilhems, Company Director, residing at Tamarin, La Mivoie.

            Hereacting as the duly authorised representatives of the said
            Company.-

<PAGE>

                        IT BEING HERE OBSERVED that the shareholders of "DENIM
                        DE L'ILE LIMITED" have - by virtue of a Special
                        Resolution dated the seventh day of June two thousand
                        and four as evidenced by a duly certified copy of same
                        which remains hereto annexed after due mention being
                        made by the undersigned notary - approved, conformably
                        to the provisions of Section 130 (1) (a) of the
                        Companies Act 2001, the present purchase.

                                  (Hereinafter called "The Purchasing Company".)

                  IT BEING HERE FURTHER OBSERVED that the Purchasing Company has
                  obtained the necessary authorisation under the "Non-Citizen
                  (Property Restriction) Act" for the purpose of the present
                  acquisition in virtue of a Certificate issued on the ninth day
                  of July two thousand and four by the Prime Minister and
                  amended by another certificate issued on the thirteenth day of
                  July two thousand and four by the Prime Minister, which remain
                  hereto attached after due mention by the undersigned notary.

      A. THE COMPANY "NOVEL TEXTILES LIMITED" PERSONALLY:-

      1 degrees. Three portions of land of a total extent of THIRTY EIGHT
THOUSAND EIGHT HUNDRED AND FIFTY FIVE SQUARE METRES situated in the district of
Riviere du Rempart, place called "Ile d'Ambre" bounded as per a memorandum of
survey drawn up by Mr. K. Dwarka, Sworn Land Surveyor, on the third day of
February one thousand nine hundred and ninety eight, registered in Reg: B 147
No. 181, viz:-

<PAGE>

      "LA PREMIERE de la contenance de CINQ MILLE DEUX CENT SOIXANTE "QUINZE
METRES CARRES LOT NO. D 15 bornee d'apres le susdit proces verbal de "Monsieur
Dwarka, arpenteur jure, comme suit:-

      "Vers le Nord Est, par un chemin commun sur une longueur developpee de
"quarante huit metres cinquante centimetres.

      "Vers le Sud Est, par l'axe d'un chemin commun et mitoyen sur une longueur
"developpee de quatre vingt quatre metres soixante cinq centimetres.

      "Vers le Sud Ouest, par l'axe d'un chemin commun et mitoyen sur soixante
huit "metres.

      "Et vers le Nord Ouest, par la propriete appartenant a Summit Textiles Ltd
sur "quatre vingt dix neuf metres.

      "LA DEUXIEME, de la contenance de VINGT CINQ MILLE CENT "QUARANTE METRES
CARRES LOT NO. D 16 bornee d'apres le susdit proces verbal "de Monsieur Dwarka,
arpenteur jure, comme suit:-

      "Vers le Nord Est, par un chemin commun sur une longueur developpee de
deux "cent quatre vingt douze metres vingt centimetres.

      "Vers le Sud Est, par Summit Industries Ltd, sur cent six metres cinquante
"centimetres.

      "Vers le Sud Ouest, par un chemin commun sur deux cent sept metres.

      "Et vers le Nord Ouest, par un chemin commun sur quarante six metres douze
"centimetres.

      "ET LA TROISIEME, de la contenance de HUIT MILLE QUATRE CENT "QUARANTE
METRES CARRES LOT NO. D 27, bornee d'apres le susdit proces "verbal de Monsieur
Dwarka, arpenteur jure, comme suit:-

<PAGE>

      "Vers le Nord Est, par l'axe d'un chemin commun et mitoyen sur soixante
metres.

      "Vers le Sud Est, par le Lot D 14 sur cent quarante metres.

      "Vers le Sud Ouest, par la Route de Goodlands - Poste de Flacq, sur
soixante "metres.

      "Et vers le Nord Ouest, par Summit Textiles Ltd sur cent quarante metres."

      2 degrees. All the buildings, constructions or erections generally
whatsoever existing on these three portions of land and used for industrial
purposes together with the office equipment, fittings and furniture, water,
electrical and drainage installations and generally all that may be part or
parcel thereof.

      3 degrees. All equipment, plant, machinery and apparatus, standing inside
and outside the said buildings as well as inside and outside the buildings
standing on two other contiguous portions of land of the respective extents of
TEN ACRES AND FORTY THREE PERCHES, or FORTY FOUR THOUSAND TWENTY THREE DECIMAL
SIXTY SEVEN SQUARE METRES, and TWELVE THOUSAND SIX HUNDRED AND SIXTY TWO SQUARE
METRES AND SIXTY ONE CENTIMETRES, or THREE ACRES, sold this day by the Companies
"SUMMIT TEXTILES LIMITED" and "SUMMIT INDUSTRIES LIMITED" respectively to the
Purchasing Company as per two deeds drawn up this day by the undersigned Notary,
and which will be registered and transcribed within the prescribed delay, and a
list of which duly approved by the parties is hereto annexed.

      4 degrees. The vehicules comprised in the list hereto annexed and duly
approved by the parties.-

      And 5 degrees. The water treatment plant and all the water rights that may
be lawfully transferred together with all pumps, machinery, pipes and conduits
for the ducting of the

<PAGE>

water from "Riviere Grand Marais" and from four boreholes (bearing References BH
610, BH 908, BH 909 and BH 968) to the factory and the rights of easement
relating thereto.

            It is hereby recorded that in an Order delivered, in the presence of
            the "Central Water Authority", by His Honour Sir Victor Glover,
            Chief Justice, on the fifth day of February one thousand nine
            hundred and ninety (SCR 39596) registered in Reg: B 135 No. 7575,
            and applied for by "Novel Textiles Limited", it has been stipulated
            what is hereinafter litterally transcribed:-

            "IT IS ORDERED that the applicant BE and IS HEREBY authorised to use
            part of the flow of River Grand Marais for its industrial needs in
            accordance with the conditions laid down by the Central Water
            Authority and set out in the report of Mr. G R Mc Gregor, C.E., Bsc.
            Eng. (Lond.) M.I.C.E., Civil Engineer, viz:-

            a. That the applicant company will be entitled to part of the flow
            of River Grand Marais adjoining the premises of Summit Textiles
            Ltd., after the commissioning of the Schoenfeld bore-hole and should
            thus apply to the Supreme Court under the provisions of the Rivers
            and Canals Act for a right to draw water from River Grand Marais.

            b. That the applicant company will have to pay a tariff of Rs. 1.50
            for each cubic metre of water diverted and used for industrial
            purposes after the installation of a watermeter at the suction end
            of the pumping set and submission on a monthly basis of returns of
            the volume.

            c. That the applicant company will have to pay Rs. 1,500.- to the
            Central Water Authority to meet legal processing fees.

<PAGE>

            d. A complete analysis of all wastewaters emanating from the
            treatment plant should be submitted to the Central Water Authority
            on a month-to-month basis with a view to allowing the CWA to access
            the impact of such wastewaters on the environment.

            e. That a treatment plant will have to be set up by the 30th June,
            1990 at latest, with a view to treating all the waste effluents
            emanating from the Company's industries.

            f. The Company will have to bind itself to cease all operations in
            cases where the waste effluents do not conform with CWA's prescribed
            parameters.

            g. The right to draw water from River Grand Marais is purely
            provisional and can be amended if other people's rights are being
            prejudiced."

                  It is here recorded that:-

                  1 degrees. by virtue of a letter dated seventh day of June two
                  thousand and four, the "Central Water Authority" has informed
                  the Purchasing Company that it had no objection to the
                  application for the transfer of water rights from "NOVEL
                  TEXTILES LIMITED" under certain conditions laid down in the
                  said letter which remains hereto annexed; and

                  2 degrees. by virtue of a letter dated second day of July two
                  housand and four, the "Central Water Authority" has informed
                  the Purchasing Company that it had no objection to process its
                  application for ground water licenses for the abovementioned
                  boreholes under

<PAGE>

                  certain conditions laid down in the said letter which remains
                  hereto annexed.

                  Moreover, the parties undertake to do whatever necessary to
                  give to the Purchasing Company the full benefit of all water
                  rights that may lawfully be transferred to it, including any
                  applications to the competent Court.

      AND B. THE COMPANY "NOVEL GARMENTS (MAURITIUS) LIMITED" PERSONALLY:-

      All equipment, plant, machinery and apparatus standing inside and outside
the aforesaid buildings and a list of which, duly approved by the parties, is
hereto annexed.

      For the Purchasing Company to enjoy the same and dispose thereof in full
and absolute ownership by means of these presents and as from to-day.

                             STATEMENT OF OWNERSHIP

      A. By a deed passed by and before Mr. Joseph Ignace Pierre Avrillon,
Notary Public of Port Louis, on the twentieth day of December one thousand nine
hundred and ninety nine, registered and transcribed in Vol: 4281 No. 20, the
Company "NOVEL TEXTILES LIMITED" has purchased from Mr. Rajman Prayag, also
called Rajmun Prayag, the three portions of land above described and presently
sold.

      Such purchase took place for and in consideration of the price of FIFTEEN
MILLIONS RUPEES which has been fully settled, that deed bearing acquittance
thereof.

            To ascertain the series of the previous owners of the said portions
            of land, the parties agree to refer to the deed of purchase
            abovementioned.
<PAGE>

      B. The Company "NOVEL TEXTILES LIMITED" is the owner of all the buildings
and constructions existing on the portions of land presently sold for having
built the same out of its own funds; and

      C. The vendors have purchased out of their own funds the vehicules,
equipment, plant, machinery, office equipment, fittings and furniture, water,
electrical and drainage installations and apparatus presently sold.

                                      PRICE

      The present sale is made subject to the ordinary legal charges and besides
for and in consideration of a price of SEVENTEEN MILLION AND FORTY SEVEN
THOUSAND SIX HUNDRED AND SIXTY FOUR US DOLLARS (17,047,664 USD) (i.e. in the
proportion of THREE HUNDRED AND SEVENTY FOUR THOUSAND US Dollars for the
portions of land above described and accruing to "NOVEL TEXTILES LIMITED"; TWO
MILLION ONE HUNDRED AND SEVENTY THREE THOUSAND SIX HUNDRED AND SIXTY FOUR US
Dollars for the buildings above described and accruing to "NOVEL TEXTILES
LIMITED" and FOURTEEN MILLION FIVE HUNDRED THOUSAND US Dollars for all the other
assets presently sold and above described and accruing as to ELEVEN MILLION FIVE
HUNDRED THOUSAND US Dollars to "NOVEL TEXTILES LIMITED" and as to THREE MILLION
US Dollars to "NOVEL GARMENTS (MAURITIUS) LIMITED") which the appearer in his
aforesaid respective capacities hereby acknowledge having received this day from
the representatives of the Purchasing Company.

                                                         WHEREOF DUE ACQUITTANCE

            The parties in their respective aforesaid capacities hereby declare
            and acknowledge that they have been informed by the undersigned
            notary of

<PAGE>

            the provisions of Section 41 of the Registration Duty Act and that
            the above sale price represents the actual and real value of the
            property hereby sold.

                            ENCUMBRANCES ON PROPERTY

      The respresentative of the vendors in his aforesaid respective capacities
hereby declares that the assets and properties presently sold are neither
leased, nor under seizure nor subject to any privilege and are free from any
mortgage inscription but are burdened with the following inscriptions, viz:-

      A. In so far as the Company "NOVEL TEXTILES LIMITED" is concerned:-

      i) A floating charge inscribed on the eighth day of July one thousand nine
hundred and ninety eight in Vol: CH 1903 No. 5 in renewal of the inscription
taken on the twelfth day of July one thousand nine hundred and eighty eight in
Vol: CH 247 No. 140 as guarantee for a sum of SIXTEEN MILLIONS SEVEN HUNDRED AND
FIFTY THOUSAND RUPEES in favour of Banque Nationale de Paris Intercontinentale,
in whose rights now stands Barclays Bank PLC;

      ii) A floating charge inscribed on the fifth day of June one thousand nine
hundred and ninety eight in Vol: CH 1874 No. 12 in renewal of the inscription
taken on the twelfth day of July one thousand nine hundred and eighty eight in
Vol: CH 247 No. 141 as guarantee for a sum of SIXTEEN MILLIONS SEVEN HUNDRED AND
FIFTY THOUSAND RUPEES in favour of The Mauritius Commercial Bank Limited;

      iii) A fixed charge inscribed on the ninth day of June one thousand nine
hundred and eighty nine in Vol: CH 308 No. 34 as guarantee for a sum of FOURTEEN
MILLIONS RUPEES in favour of The Mauritius Commercial Bank Finance Corporation
Limited in whose rights now stands The Mauritius Commercial Bank Limited;

<PAGE>

      iv) A floating charge inscribed on the ninth day of February two thousand
in Vol: CH 2302 No. 27 in renewal of the inscription taken on the nineteenth day
of February one thousand nine hundred and ninety in Vol: CH 349 No. 102 as
guarantee for a sum of THIRTY THREE MILLIONS TWO HUNDRED AND FIFTY THOUSAND
RUPEES in favour of The Mauritius Commercial Bank Limited;

      v) A floating charge inscribed on the fourteenth day of April two thousand
in Vol: CH 2342 No. 45 in renewal of the inscription taken on the tenth day of
April one thousand nine hundred and ninety in Vol: CH 359 No. 53 as guarantee
for a sum of THIRTY TWO MILLIONS FIVE HUNDRED THOUSAND RUPEES in favour of
Banque Nationale de Paris Intercontinentale, in whose rights now stands Barclays
Bank PLC;

      vi) A floating charge inscribed on the fourteenth day of June one thousand
nine hundred and ninety four in Vol: CH 1003 No. 12 as guarantee for a sum of
THIRTY SEVEN MILLION FIVE HUNDRED THOUSAND RUPEES in favour of The Mauritius
Commercial Bank Limited;

      vii) A fixed and floating charge inscribed on the fourteenth day of
November one thousand nine hundred and ninety four in Vol: CH 1095 No. 1 as
guarantee for a sum of EIGHTY SEVEN MILLIONS SEVEN HUNDRED AND SIXTY THOUSAND
RUPEES in favour of Banque Nationale de Paris Intercontinentale, in whose rights
now stands Barclays Bank PLC;

      viii) A floating charge inscribed on the twenty first day of July one
thousand nine hundred and ninety five in Vol: CH 1231 No. 30 as guarantee for a
sum of FORTY TWO MILLIONS FIVE HUNDRED THOUSAND RUPEES in favour of The
Mauritius Commercial Bank Limited;

<PAGE>

      ix) A floating charge inscribed on the thirteenth day of June one thousand
nine hundred and ninety six in Vol: CH 1413 No. 9 as guarantee for a sum of
FIFTY MILLIONS RUPEES in favour of The Mauritius Commercial Bank Limited;

      x) A floating charge inscribed on the thirtieth day of August one thousand
nine hundred and ninety six in Vol: CH 1454 No. 19 as guarantee for a sum of
TWENTY FIVE MILLIONS RUPEES in favour of The Mauritius Commercial Bank Limited;

      xi) A floating charge inscribed on the sixteenth day of July two thousand
and one in Vol: CH 2654 No. 54 as guarantee for a sum of TWENTY THREE MILLIONS
SEVEN HUNDRED AND FIFTY THOUSAND RUPEES in favour of Banque Nationale de Paris
Intercontinentale, in whose rights now stands Barclays Bank PLC;

      xii) A floating charge inscribed on the twenty seventh day of September
two thousand and one in Vol: CH 2702 No. 41 as guarantee for a sum of FIFTY
MILLIONS RUPEES in favour of Banque Nationale de Paris Intercontinentale, in
whose rights now stands Barclays Bank PLC; and

      xiii) A floating charge inscribed on the twenty sixth day of September two
thousand and one in Vol: CH 2701 No. 54 as guarantee for a sum of ONE HUNDRED
MILLIONS RUPEES in favour of The Mauritius Commercial Bank Limited.

            As regards those charges, it is hereby observed that the two charge
            holders, namely BARCLAYS BANK PLC and THE MAURITIUS COMMERCIAL BANK
            LIMITED have given their authorisation to the present sale in
            conformity with the provisions of Article 2202-30 of the Mauritian
            Civil Code and have agreed to erase all the charges abovementioned
            once the said sale price would have been paid in full as

<PAGE>

            evidenced by two letters both dated seventh day of July two thousand
            and four which are hereto annexed.

      B. And in so far as The Company "NOVEL GARMENTS (MAURITIUS) LIMITED" is
concerned:-

      i) A floating charge inscribed on the twelfth day of July two thousand and
one in Vol: CH 2652 No. 12 in renewal of the inscription taken on the twenty
third day of July one thousand nine hundred and ninety one in Vol: CH 488 No. 56
as guarantee for a sum of FOUR MILLIONS RUPEES in favour of The Mauritius
Commercial Bank Limited;

      ii) A floating charge inscribed on the fifteenth day of June two thousand
and one in Vol: CH 2629 No. 77 in renewal of the inscription taken on the twenty
fifth day of July one thousand nine hundred and ninety one in Vol: CH 490 No. 20
as guarantee for a sum of FOUR MILLIONS RUPEES in favour of The HongKong and
Shanghai Banking Corporation Limited;

      iii) A floating charge inscribed on the twenty fourth day of August one
thousand nine hundred and ninety four in Vol: CH 1047 No. 36 as guarantee for a
sum of NINE MILLIONS RUPEES in favour of The Mauritius Commercial Bank Limited;

      iv) A floating charge inscribed on the twenty ninth day of November one
thousand nine hundred and ninety four in Vol: CH 1104 No. 25 as guarantee for a
sum of NINE MILLIONS RUPEES in favour of The HongKong and Shanghai Banking
Corporation Limited;

      v) A floating charge inscribed on the thirteenth day of October one
thousand nine hundred and ninety five in Vol: CH 1282 No. 23 as guarantee for a
sum of THIRTEEN MILLIONS FIVE HUNDRED THOUSAND RUPEES in favour of The HongKong
and Shanghai Banking Corporation Limited;

<PAGE>

      vi) A floating charge inscribed on the fourteenth day of November one
thousand nine hundred and ninety five in Vol: CH 1300 No. 56 as guarantee for a
sum of THIRTEEN MILLIONS FIVE HUNDRED THOUSAND RUPEES in favour of The Mauritius
Commercial Bank Limited;

      vii) A floating charge inscribed on the eighteenth day of October one
thousand nine hundred and ninety six in Vol: CH 1478 No. 79 as guarantee for a
sum of TWENTY TWO MILLIONS FIVE HUNDRED THOUSAND RUPEES in favour of The
Mauritius Commercial Bank Limited;

      (viii) A floating charge inscribed on the nineteenth day of December one
thousand nine hundred and ninety six in Vol: CH 1514 No. 1 as guarantee for a
sum of TWENTY TWO MILLIONS FIVE HUNDRED THOUSAND RUPEES in favour of The
HongKong and Shanghai Banking Corporation Limited;

      (ix) A floating charge inscribed on the ninth day of October one thousand
nine hundred and ninety eight in Vol: CH 1982 No. 77 as guarantee for a sum of
FIFTY ONE MILLIONS RUPEES in favour of The Mauritius Commercial Bank Limited;

      (x) A floating charge inscribed on the ninth day of October one thousand
nine hundred and ninety eight in Vol: CH 1983 No. 26 as guarantee for a sum of
FIFTY ONE MILLIONS RUPEES in favour of The HongKong and Shanghai Banking
Corporation Limited;

      (xi) A floating charge inscribed on the seventeenth day of October two
thousand in Vol: CH 2472 No. 1 as guarantee for a sum of FIFTY MILLIONS RUPEES
in favour of The Mauritius Commercial Bank Limited; and

<PAGE>

      (xii) A floating charge inscribed on the second day of November two
thousand in Vol: CH 2482 No. 28 as guarantee for a sum of FIFTY MILLIONS RUPEES
in favour of The HongKong and Shanghai Banking Corporation Limited;

            As regards those charges, it is hereby observed that the two charge
            holders, namely THE MAURITIUS COMMERCIAL BANK LIMITED and The
            HongKong and Shanghai Banking Corporation Limited have given their
            authorisation to the present sale in conformity with the provisions
            of Article 2202-30 of the Mauritian Civil Code and have agreed to
            erase all the charges abovementioned once the said sale price would
            have been paid in full as evidenced by two letters dated seventh day
            of July and twenty ninth day of June two thousand and four
            respectively which are hereto annexed.

      The representative of "NOVEL TEXTILES LIMITED" hereby declare, viz:-

      1 degrees. That the properties presently sold are situated within five
hundred metres but at more than eighty one decimal twenty one metres from the
high water mark of the sea and are not liable to Sewerage Tax as evidenced by
three certificates delivered by the Wastewater Management Authority on the first
day of July two thousand and four bearing Reference No. RDR 120 respectively and
which are hereto annexed.

      2 degrees. That the said buildings presently sold are occupied by the
Purchasing Company.

                                                  WHEREOF THIS DEED IS WITNESS:-

      For the execution of these presents, legal domicile is elected for each of
the contracting parties, viz:-

<PAGE>

      For The Vendors at their Registered offices situate at Port Louis, 5,
Renganaden Seeneevassen Street.

      And for The Purchasing Company at its registered office situate at 5TH.
FLOOR, TM BUILDING , POPE HENESSY STREET, PORT LOUIS.

      Done and Made in Minute at Port-Louis, Mauritius in the Office of the
undersigned Notary.

      IN THE YEAR OF OUR LORD TWO THOUSAND AND FOUR.

      On the thirteenth day of July.

      And after the reading thereof, the parties in their aforesaid respective
capacities have signed. Alain Rey, I.M.E.Noel and Roland Staub.

                  The undersigned Notary hereby declares that he has fulfilled
                  all the formalities prescribed by Sections 34 (1) paragraphs
                  (a) to (e) of "The Notaries' Act" and he has signed these
                  presents.- (s) J.P. Montocchio.

                                  *************

                        Registered & Transcribed at Mauritius on the twentieth
                        day of July two thousand and four in Vol.5568 No.4.-.

                                  ************

                                                                     A TRUE COPY

      Signed and delivered by Mr Notary Marie Joseph Bernard D'Hotman de
Villiers undersigned, substituting Mr. Notary Marie Joseph Jean Pierre
Montocchio, his colleague absent.

<PAGE>

                                      LIST

SCHEDULE OF VEHICLES BELONGING TO NOVEL TEXTILES LIMITED AND BEING SOLD TO DENIM
DE L'ILE LIMITED

A.    MINIBUS:-

      TAXATION: BUS

      MAKE: NISSAN

      COLOUR: WHITE

      MODEL: YU 41H

      ENGINE No. FD46011038

      RATING CAPACITY: 4617CC

      CHASSIS No.: YU 41H 4000085

      REGISTRATION No. 5781 NV 98

B.    BUS:-

      TAXATION: BUS CHASSIS

      MAKE: NISSAN

      COLOUR: PRIMER

      MODEL: SP 215 NSB

      ENGINE No. FE6-050377B

      RATING CAPACITY: 6925CC

      CHASSIS No.: SP 215 NSB 00158

      REGISTRATION No. 2045 MY 99

C.    DIESEL BUS 35/41 SEATERS:-

      TAXATION: BUS CHASSIS

      MAKE: NISSAN

<PAGE>

      COLOUR: PRIMER

      MODEL: MKB 210

      ENGINE No. FE6-203871B

      RATING CAPACITY: 6925 CM3

      CHASSIS No.: MKB 210H 003326

      REGISTRATION No. 318 JN 02

D.    TRUCK:-

      TAXATION: G. VECHICLE

      MAKE: MERCEDES

      COLOUR: WHITE

      MODEL: BENZ 1417

      ENGINE No. 20-135398

      RATING CAPACITY: 5958CC

      CHASSIS No.:65-575474

      REGISTRATION No. 1420 MY 93

E.    LORRY CANTER:-

      TAXATION: G.V.

      MAKE: MITSUBISHI

      COLOUR: WHITE

      MODEL: CANTER

      ENGINE No. 4D34-G30503

      RATING CAPACITY: 3907 CC

      CHASSIS No.: FE 659 FA 03172

      REGISTRATION No. 3641 JL 98

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F.    LORRY:-

      TAXATION: G.V.

      MAKE: LEYLAND

      COLOUR: WHITE AND BLUE

      MODEL: XLDE9TH3

      ENGINE No. 8843988

      RATING CAPACITY: 6540 CC

      CHASSIS No.: XLDE9TH3 LOLO 24268

      REGISTRATION No. 6539