BUYING AGENCY AGREEMENT
THIS BUYING AGENCY AGREEMENT (this “Agreement”) is entered into and made effective this 16th day of November,
2005 (the “Effective Date”) by and between DESIGNS APPAREL, INC., a Delaware corporation, located at 555 Turnpike Street,
Canton, MA 02021, a (hereinafter referred to as “Principal” or “Party”, which terms shall include any and all affiliates and
subsidiaries), and LI & FUNG (TRADING) LIMITED, a company incorporated in Hong Kong with limited liability, located at 9th
Flr. LiFung Tower, 888 Cheung Sha Wan Road, Kowloon, Hong Kong (hereinafter referred to as “Agent” or “Party”)
(Collectively, the “Parties”).
W I T N E S S E T H:
WHEREAS , Principal is engaged in the business of merchandising of apparel and accessories throughout the World; and
WHEREAS , Principal wishes to purchase certain non-U.S. produced merchandise (hereinafter referred to as the
WHEREAS , Agent is in the business of providing buying services (hereinafter referred to as the “Services” which term
shall include, but not limited to, all of the services described in Section 4, below); and
WHEREAS , Principal wishes to appoint Agent as its non-exclusive buying agent throughout the World (the “Territory”),
NOW, THEREFORE , in consideration of the covenants set forth herein and other good and valuable consideration, the
receipt and sufficiency of which is acknowledged, Principal and Agent agree as follows:
1. APPOINTMENT . Principal hereby appoints Agent as a non-exclusive buying agent to render Services in the Territory
in connection with the purchase of Merchandise by Principal. Agent hereby accepts such appointment on the terms and
conditions contained herein. Principal may at any time and from time to time, without notice, appoint other buying agents and
Agent may accept other appointments from any other Principal to perform services.
2. RELATIONSHIP OF THE PARTIES .
2.1 Each Party to this Agreement will be and agrees to act as an in