DISTRIBUTION AGREEMENT

Exhibit 10.24

April 24, 2006

Mr. Paul Guez

Mr. Hubert Guez

Azteca Production International, Inc.

5804 E. Slauson Avenue

Commerce, CA 90048

Gentlemen:

Reference is made to that certain Promissory Note dated July 17, 2003 (the “Note”) issued by Innovo Azteca Apparel, Inc., a California corporation (“IAA”) in favor of Azteca Production International, Inc. (“Azteca”). Reference is also made to that certain Asset Purchase Agreement dated March 31, 2006, by and among Cygne Designs, Inc. (“Cygne”), IAA and Innovo Group, Inc., a Delaware corporation (“Innovo”), whereby Cygne has agreed to purchase certain assets and properties and assume certain liabilities (including outstanding obligations under the Note and certain obligations of IAA and Innovo under the Buyer Earn Out provision contained in Section 8.11 of that certain Asset Purchase Agreement dated July 17, 2003, by and among IAA, Innovo, Azteca, Sweet Sportswear, LLC, Hubert Guez and Paul Guez (the “Earnout”)), used by IAA in the operation of the private label portion of IAA’s business (the “Transaction”).

This letter sets forth our understanding regarding certain distributions to be made with respect to Cygne’s assumption of liabilities under the Note and the Earnout pursuant to the Transaction. Simultaneously with the closing of the Transaction, the Note will be converted into 2,000,000 shares of Cygne common stock (the “Shares”), which Shares shall have piggy-back registration rights on any future S-3 registration statements filed by Cygne. The Shares shall be issued as follows: 1,000,000 shares issued directly to Paul Guez and 1,000,000 shares issued directly to Hubert Guez; provided, that Paul Guez and Hubert Guez agree not to offer to sell, contract to sell, or otherwise sell, dispose of, loan, pledge or grant any rights with respect to any such Shares until the close of tradin