Exhibit 10.19
AMENDMENT TO DISTRIBUTION
AGREEMENT
THIS AMENDMENT TO DISTRIBUTION
AGREEMENT (this “Amendment”), dated December 9,
2005, effective July 31, 2005, is made by and between
Diversified Apparel Resources, LLC f/k/a Commerce Clothing Company,
LLC (“Diversified”), a California limited liability
company with its principal executive offices at 5804 East Slauson
Avenue, Commerce, California 90040 and Cygne Designs, Inc., a
Delaware corporation (“Cygne”), having its principal
executive office at 11 West 42 nd Street, New York, New York
10036.
RECITALS
A. Diversified and Cygne previously
entered into a Distribution Agreement dated July 31, 2005 (the
“Agreement”) providing for the provision by Diversified
of certain distribution services for Cygne under the terms and
conditions set forth in the Agreement.
B. The parties desire to amend
certain provisions of the Agreement and incorporate this Amendment
therein.
C. Any terms used but not defined
herein shall have the meanings assigned to them in the
Agreement.
NOW, THEREFORE, and in consideration
of the mutual promises, covenants, representations and good and
valuable consideration set forth herein, the adequacy of which is
hereby acknowledged, the parties hereto agree as
follows:
1. Term .
(a) This Amendment shall be
effective as of July 31, 2005 and shall expire on
October 31, 2006 (the “Initial Amendment Term”).
The parties may extend this Amendment for additional periods beyond
the Initial Amendment Term upon the mutual written agreement of the
parties. The Initial Term and extended terms, if any, shall be
collectively referred to herein as the “Amendment
Term.” This Amendment may be terminated at any time upon the
mutual agreement of the parties. This Amendment shall have no
effect on the Term of the Agreement.
(b) Upon expiration of the Amendment
Term or any earlier termination of this Amendment, the terms of
this Amendment shall immediately terminate without furt
