D ISTRIBUTION AGREEMENT
THIS Distribution Agreement (this "Agreement") is entered into and effective as of March 22, 2004, by and
between GURU DENIM, INC., a California corporation (the "Manufacturer"), and AREA 142 Limited
A. Manufacturer is engaged in the business of manufacturing, promoting, and selling wearing apparel
for the purpose of distribution at wholesale including, but not limited to, jeans under the trademark
"True Religion Brand Jeans" or as otherwise determined by Manufacturer in its sole discretion (the
B. Manufacturer will apply for the registration of its Trademarks (defined hereafter) in the Territory
(defined hereafter). Manufacturer makes no guarantee that it will be able to register the Trademarks
in any part of the Territory. In the event that Manufacturer is notified that it is not able to register its
Trademarks in any part of the Territory, then Manufacturer shall have the right to revoke this
Agreement at any time during the Term (defined hereafter) with respect to that part of the Territory.
C. Manufacturer has created substantial goodwill and value in its Trademarks by adopting a policy
which limits the distribution of the Articles to only those retail outlets which conform to
Manufacturer's strict standards for appearance, image, reputation, clientele, and overall quality.
D. Distributor is experienced in the marketing of similar clothing items and is familiar with the market in
the Territory for such products and the kinds of retail outlets that generally meet Manufacturer's
E. Manufacturer desires to appoint Distributor as, and Distributor desires to be, the exclusive
distributor for the Articles in the Territory.
F. All of the foregoing Recitals are conditioned upon and subject to the representations and warranties
and terms, conditions, covenants, and promises set forth herein.
NOW, THEREFORE, Manufacturer and Distributor, in consideration of the following mutual covenants and
promises, and other goo