AMENDMENT NO. 1 TO ACQUISITION
AGREEMENT 

     This Amendment
No. 1 to Acquisition Agreement (“Amendment”) is made and entered into as
of August 2, 2006, by and between Impex Inc., a Texas corporation
("Seller"), and Nitches,
Inc., a California corporation ("Buyer") and with respect to the following
facts:

     A. Seller and Buyer entered into that
certain Acquisition Agreement dated as of June 22, 2006 (the “Agreement”).

     B. Seller and Buyer now wish to amend the
Agreement for the purpose of (i) confirming the satisfaction, waiver and
modification of certain conditions to the closing under the Agreement, and (ii)
modifying the form of Buyer Note under the Agreement, all as set forth
herein.

     IN CONSIDERATION
OF the foregoing premises and mutual covenants contained herein and in the
Agreement, and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties to this Amendment agree
as follows:

     1. Amendments
to Agreement. The specific provisions of the
Agreement indicated below are hereby amended as follows:

          (a)
Buyer's Conditions to Closing under Section
7(a). In connection with Section 7(a) of the
Agreement, Buyer hereby certifies and agrees as follows:

               (i)
Concurrently with the execution of this Amendment, Buyer has received and
accepted from Seller a certificate in satisfaction of the condition to closing
identified in Section 7(a)(iv) of the Agreement.

               (ii)
Concurrently with the execution of this Amendment, Buyer has received and
accepted from Seller an opinion of Bell Nunnally & Martin LLP in
satisfaction of the condition to closing identified in Section 7(a)(v) of the
Agreement. 

               (iii)
Buyer hereby waives the conditions to closing under the Agreement identified in
Section 7(a)(i), 7(a)(ii), 7(a)(iii), 7(a)(iv), and 7(a)(v). 

          (b)
Seller's Conditions to Closing under Section
7(b). In connection with Section 7(b) of the
Agreement, Seller hereby certifies and agrees as follows: 

               (i)
Concurrently with the execution of this Amendment, Seller has received and
accepted from Buyer a certificate in satisfaction of the condition to closing
identified in Section 7(b)(vii) of the Agreement. 

               (ii)
Concurrently with the execution of this Amendment, Buyer has received and
accepted from Seller an opinion of Duane Morris LLP in satisfaction of the
condition to closing identified in Section 7(a)(viii) of the Agreement.


               (iii)
Seller hereby waives the conditions to closing under the Agreement identified in
Section 7(b)(i), 7(b)(iv), 7(b)(v), 7(b)(vi), 7(b)(vii) 7(b)(viii) and 7(b)(ix).





          (c)
Buyer Note under Exhibit A. The parties agree that the form of Buyer Note attached to this
Amendment shall supersede and replace the form of Buyer Note in the
Agreement.

     2.
Impact on Other Provisions. All other terms and conditions of the Agreement not specifically
amended by this Amendment shall remain in full force and effect.

     IN WITNESS
WHEREOF, the parties have caused this Amendment to be duly executed by their
authorized representatives as of the date first written above.

		IMPEX
      INC.
	 	  
		  
		/s/ Raji K.
      Singh
		By:  	Raji K. Singh
		Its:  	President
		  
		NITCHES, INC.
		  
		  
		/s/ Paul M.
      Wyandt
		By:  	Paul M. Wyandt
		Its:  	President



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