***** [Signature Page to December , 2006 Consent and Waiver]

Exhibit 10.29

Cygne Designs, Inc.

11 West 42^nd Street

New York, New York 10036

Gentlemen:

We refer to the Factoring Agreement dated as of July 31, 2005 (as amended, the “Factoring Agreement”), which among other things sets forth the terms on which Milberg Factors, Inc. (“Milberg”) has agreed to make certain discretionary advances available to Cygne Designs, Inc. (the “Borrower”). All capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Factoring Agreement.

WHEREAS, the Factoring Agreement, without limiting Milberg’s discretion with respect to the provision of advances, requires that the Borrower be in compliance with certain financial covenants; and

WHEREAS, in November 2006 the accountants of the Borrower have advised the Borrower that a deferred tax liability of the Borrower must be reflected on the financial statements of the Borrower;

WHEREAS, the inclusion of such deferred tax liability has caused the Borrower to fail to be in compliance with certain financial covenants during the period beginning on October 31, 2006 and continuing through the date hereof; and

WHEREAS, the Borrower has requested that Milberg waive and consent to such non-compliance (without in any way limiting Milberg’s discretion with respect to the provision of any such advances) for the period beginning on October 31, 2006 through January 31, 2007.

NOW, THEREFORE:

Covenants”) for the period beginning on October 31, 2006 through January 31, 2007; provided that such waiver and consent shall be expressly conditioned on the accuracy of the representations of, and the continued compliance from and after the date hereof with the covenants by, the Borrower as set forth in paragraphs 2 and 3 below. Such waiver and consent is specific to the breach of the Applicable Financial Covenants with respect to the above specified period, and shall in no way or manner be construed to apply to any other time period or other term, condition, covenant or obligation continued in the Factoring Agreement.

The Borrower agrees, acknowledges and affirms that all advances made under the Factoring Agreement are payable upon demand and that neither (i) this letter agreement or anything herein, including, without limitation, the waiver and consent to the breach of the Applicable Financial Covenants, nor (ii) the enumeration in this letter agreement, or in any other document relating to such advances, of specific obligations and/or conditions to the availability of such advances shall not be construed to qualify, define or otherwise limit Milberg’s right, power or ability, at any time, to make demand for payment of the entire outstanding principal of and interest due under the Factoring Agreement.

The Borrower acknowledges and agrees that, except as specifically set forth above, all terms and conditions of the Factoring Agreement remain unchanged and the Factoring Agreement remains in full force and effect. Subject to the waiver and consent provided for herein, the Borrower hereby ratifies, confirms and reaffirms all the terms and conditions in the Factoring Agreement.

All Security described in the Factoring Agreement and any related security agreement entered into in connection therewith shall continue to secure all indebtedness, liabilities and obligations of the Borrower to Milberg, and all provisions, covenants and agreements contained in any related security agreement are hereby confirmed, ratified and reaffirmed, a and each such agreement is and shall remain in full force and effect.

Hubert Guez hereby acknowledges, ratifies and reaffirms his guaranty in favor of Milberg dated as of July 31, 2006.

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[Signature Page to December     , 2006 Consent and Waiver]

THE UNDERSIGNED EACH AGREE THAT THE TERMS AND CONDITIONS OF THE FOREGOING LETTER AGREEMENT ARE HEREBY AGREED TO AND ACCEPTED AS OF THE DATE FIRST WRITTEN ABOVE.

Acknowledged, agreed to and accepted: