TRADEMARK LICENCE AGREEMENT

                                                                 Exhibit 10.1

                          TRADEMARK LICENCE AGREEMENT

                          ---------------------------

Party A ("Licensor"):      GUANGZHOU PAN YU SAN YUET FASHION MANUFACTORY LTD

Address:                   2/F, Factory No. 52, Ling Xing Industry Section,  

                          Shilou Town, PanYu, Guangzhou, the People's

                          Republic of China

Party B ("Licensee"):      ANN TAYLOR INC

Address:                   7 Times Square, New York, NY 10036, United States

                          of America

Both Party A and Party B hereby agree:- Party A grants Party B the licence to

use the "ANN TAYLOR" trademark which is registered under its name in the

People's Republic of China. For the avoidance of doubt, in this Agreement, the

People's Republic of China shall not include the Hong Kong and Macau Special

Administrative Regions, nor Taiwan. The parties execute this Agreement to

clearly set out their respective rights and obligations and warrant that their

representatives who sign this Agreement are duly authorised to do so.

1.        Licensed Trademark

         Party A confirms that the "ANN TAYLOR" trademark is its trademark

         registered in the People's Republic of China. Party A shall attach a

         copy of the registration certificate of that trademark as an appendix

         to this Agreement. The legal characteristics of that trademark are

         consistent with its registration.

2.         Grant of Licence

(i)       Both parties hereby agree that Party A grants to Party B the right to

         use the "ANN TAYLOR" trademark for the sole purposes of manufacturing

         and export in accordance with the terms of this Agreement.

(ii)      The licence to use the "ANN TAYLOR" mark, which Party A grants to

         Party B, is a general and non-exclusive license. Whilst Party A grants

         the licence to Party B, Party A reserves all its trademark rights.

(iii)     In accordance with the scope of the trademark registration, Party A

         allows Party B to use the "ANN TAYLOR" trademark in respect of the

         registered goods, packaging, tags, labels and advertising materials,

         etc.

(iv)      Party A permits Party B to use the "ANN TAYLOR" trademark on all

         registered goods subject to Clause 2(i). This Licence shall be

         extended to the companies within Party B's group, and to Party B's and

         its group companies' suppliers, manufacturers, sub-contractors, etc.

         within the People's Republic of China to process, manufacture and

         produce. However, all the goods and related articles bearing the "ANN

         TAYLOR" trademark cannot be sold in the People's Republic of China.

         Party B shall exercise reasonable commercial endeavours to supervise

         its group companies' and all relevant suppliers, manufacturers and

         sub-contractors's compliance with this clause. In the event of any

         breach of this Agreement by any of its suppliers, manufacturers or

         subcontractors, Party B shall take action to have them immediately

         cease and if necessary, bring legal action against them. Party B shall

         also give such reasonable assistance as may be required by Party A to

         take action against such supplier, manufacturer or subcontractor for

         infringement of the "ANN TAYLOR" trade mark. Party B warrants the

         quality of its products bearing the "ANN TAYLOR" trademark and Party A

         shall not bear any legal liabilities arising from the manufacturing

         and export whether within or outside the territory.

3.        Rights

(i)       Party A agrees that it sha