FIFTH AMENDMENT TO SUPPLY AGREEMENT

Exhibit 10.33

FIFTH AMENDMENT TO SUPPLY AGREEMENT

THIS FIFTH AMENDMENT TO SUPPLY AGREEMENT (this “Amendment”), effective February l, 2007, 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 and Diversified.

RECITALS

A. AZT International S. de R.L. de C.V., a Mexico corporation (“AZT”), an affiliate of Diversified, and Cygne previously entered into a Supply Agreement dated July 31, 2005, as amended (the “Agreement”) providing for the manufacture and supply by AZT of certain products for Cygne under the terms and conditions set forth in the Agreement.

B. AZT assigned to Diversified all of its rights, obligations and liabilities under the Agreement pursuant to that certain Second Amendment to Supply Agreement dated December 9, 2005 (the “Second Amendment”).

C. The parties desire to amend certain provisions of the Agreement and incorporate this Amendment therein.

D. Except as otherwise set forth herein, 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. Amendment. Diversified and Cygne hereby agree that the Agreement shall be amended as follows:

(a) The Term of the Agreement (as defined in Section 2(a) of the Agreement, and including the Initial Amendment Term (as defined in the Second Amendment) is hereby renewed and extended until the earlier of the first of the following to occur: (i) July 31, 2008, or (ii) the date on which Cygne executes a supply agreement with a third party supplier other than Diversified (or the effective date thereof if later than the execution date).

(b) The first sentence of Section 1.2 of the Agreement is hereby deleted in its entirety and replaced with the following:

“Diversified agrees that the purchase price (the “AZT [Diversified] Price”) of the Denim Products purchased from Diversified by Cygne or its affiliates shall allow

Cygne (i) for branded Denim Products, an initial Gross Margin (as defined below) on the initial offering line price per unit to its wholesale customers, net of discounts granted to customers, which discounts are determined on a customer by customer basis and are added back to determine the initial offering line price per unit, but without adjustment for any chargeback deductions and allowances (the “Cygne Wholesale Price”) of 35% and (ii) for private label Denim Products, an initial Gross Margin on the Cygne Wholesale Price of 25%; provided that, the foregoing initial Gross Margin guarantee shall not apply to private label Denim Products supplied to Target, Inc., Target.com or American Eagle Outfitters. Notwithstanding the foregoing, Diversified agrees that for private label Denim Products supplied to Target, Inc., Target.com or American Eagle Outfitters the AZT [Diversified] Price of the Denim Products purchased from Diversified by Cygne or its affiliates shall allow Cygne an initial Gross Margin on the Cygne Wholesale Price (i) of 20% for the period beginning on January 1, 2007 and continuing through and including April 30, 2007, and (ii) of 25% for the period beginning on May 1, 2007 and continuing through and including July 31, 2007.”

2. Except as expressly amended by this Amendment, the Agreement shall remain in full force and effect in accordance with its terms.

3 . This Amendment may be executed in two or more counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument. For purposes hereof, a facsimile copy of this Amendment, including the signature pages hereto, will be deemed to be an original. Notwithstanding the foregoing, the parties will deliver original execution copies of this Amendment to one another as soon as practicable following execution thereof.

[THIS SPACE INTENTIONALLY LEFT BLANK]

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IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first set forth above.

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