99 PARK AVENUE NEW YORK, N.Y. 10016 ###-###-####

Exhibit 10.22

				99 PARK AVENUE NEW YORK, N.Y. 10016 (212) 697-4200

As of January 31, 2006

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 (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, the Borrower has failed to be in compliance with certain financial covenants during the period beginning on October 1, 2005 and continuing through the date hereof; and

WHEREAS, the Borrower has requested that Milberg waive and consent to such non-compliance and agree to amend (without in any way limiting Milberg’s discretion with respect to the provision of any such advances) certain financial covenants with respect to the period from the date hereof through April 30, 2006.

NOW, THEREFORE:

“(o) should our Tangible Net Worth (as customarily defined under GAAP but including debt and any accrued but unpaid interest thereon in each case expressly subordinated to you in writing) be (A) at anytime during the period from July 31, 2005 through January 30, 2006, less than $1,000,000, (B) at anytime during the period from January 31, 2006 through April 30, 2006, less than $2,000,000 or (C) at anytime thereafter, less than $3,000,000;”

“(p) should our Working Capital (as customarily defined under GAAP, but, provided that debt and any accrued but unpaid interest thereon in each case expressly subordinated to you in writing shall not be considered a current liability) be (A) at anytime during the period from July 31, 2005 through January 30, 2006, less than $1,000,000, (B) at anytime during the period from January 31, 2006 through April 30, 2006, less than $2,000,000 or (C) at anytime thereafter, less than $3,000,000.”

The Borrower agrees, acknowledges and affirms that all advances made under the Factoring Agreement are payable upon demand and that the enumeration in this waiver, consent and amendment letter, 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 that the Factoring Agreement remains in full force and effect. Subject to the waiver, consent and amendments 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, 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, 2005.

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[Signature Page to January 2006 Waiver, Consent and Amendment]

THE UNDERSIGNED EACH AGREE THAT THE TERMS AND CONDITIONS OF THE FOREGOING WAIVER, CONSENT AND AMENDMENT ARE HEREBY AGREED TO AND ACCEPTED AS OF THE DATE FIRST WRITTEN ABOVE.