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Assignment, Assumption And Amendment Agreement - BLUE HOLDINGS, - 11-14-2006

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					EXHIBIT 10.4

                 ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT

THIS ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT (the "AGREEMENT") is made
as of this 18th day of July, 2006 (the "EFFECTIVE DATE"), by and among Caitac International, Inc., a
corporation organized and existing under the laws of Japan ("DISTRIBUTOR"), Blue Concept, LLC, a
California limited liability company ("ASSIGNOR"), and Taverniti So Jeans, LLC, a California limited liability
company ("ASSIGNEE"), with reference to the following facts:

A. Assignor and Distributor are parties to that certain International Distribution Agreement dated as of May 1,
2005 (the "DISTRIBUTION AGREEMENT"), pursuant to which Assignor granted to Distributor the exclusive
right to distribute products under the brand name "Taverniti So Jeans" in the territory of Japan;

B. Assignee is the wholly-owned subsidiary of Blue Holdings, Inc., a Nevada corporation (the "COMPANY");

C. Assignor and Assignee are affiliated entities in that, among other matters, the majority shareholder of the
Company (the parent entity of Assignee) is the co-owner of Assignor;

D. Assignee holds the exclusive license to manufacture, commercialize, sell, distribute and exploit apparel
products under the brand "Taverniti So Jeans"; and

E. Each of Distributor, Assignor and Assignee desire to enter into this Agreement to (i) assign to Assignee the
rights and obligations of Assignor under the Distribution Agreement, and (ii) amend certain provisions of the
Distribution Agreement.

NOW THEREFORE, in consideration of the mutual covenants and conditions herein set forth, it is agreed:

1. Effective as of the Effective Date, Assignor assigns and transfers to Assignee and its successors and assigns, all
of Assignor's right, title and interest in and to the Agreement, subject to the terms, covenants, responsibilities,
obligations, agreements and restrictions set forth therein.

2. Effective as of the Effective Date, (i) Assignee accepts the assignment of the Agreement, shall be entitled to all
rights and benefits accruing to the Assignor thereunder, and hereby assumes and agrees to be bound by the terms
and conditions thereof from and after the Effective Date; and (ii) Distributor accepts the assignment of the
Agreement by Assignor to Assignee.

3. The parties acknowledge and agree that any and all references to Assignor or "TAVERNITY SO JEANS" in
the Distribution Agreement shall, as of the Effective Date and for the remainder of the term of the Distribution
Agreement, refer to Assignee.

4. Each of Distributor, Assignor and Assignee agree to execute such other documents and to take such actions as
may reasonably be required for the purpose of further evidencing, confirming and effectuating the assignment
which is the subject of this instrument.

5. The provisions of this instrument shall be binding upon and inure to the benefit of Distributor, Assignor and
Assignee and their respective successors and assigns.

                                                         1
6. Except as expressly modified herein, all terms and conditions of the Distribution Agreement are hereby ratified,
confirmed and approved and shall remain in full force and effect. In the event of any conflict or inconsistency
between this Agreement and the Distribution Agreement, this Agreement shall govern. The provisions of this
instrument shall be governed by the laws of the State of California, without reference to its conflicts of law
principles.

IN WITNESS WHEREOF, Distributor, Assignor and Assignee have executed this Assignment, Assumption and
Amendment Agreement as of the Effective Date.

                                                DISTRIBUTOR

                                           Caitac International, Inc.

                                  By:   /s/ Hasaji Kaihata
                                     -----------------------------------
                                     Name: Hasaji Kaihata
                                     Its:   C.E.O.




                                                  ASSIGNOR

                                              Blue Concept, LLC

                                  By:   /s/ Elizabeth Guez
                                     -----------------------------------
                                     Name: Elizabeth Guez
                                     Its:   CEO




                                                   ASSIGNEE

                                           Taverniti So Jeans, LLC

                                  By:   /s/ Patrick Chow
                                     -----------------------------------
                                     Name: Patrick Chow
                                     Its:   CFO




                                                        2
EXHIBIT 10.5

July 25, 2005

Blue Holdings, Inc.
5804 E. Slauson Avenue
Commerce, CA 90040
Attn: Paul Guez

Re: Inventory Loan Facility

Dear Paul:

Reference is made to (i) the Factoring Agreement between FTC Commercial Corp. ("FTC") and Blue Holdings
Inc. (the "Company") of even date herewith (as supplemented or amended from time to time, the "Factoring
Agreement") and (ii) the Continuing Security Agreement between FTC and the Company of even date herewith
(as supplemented or amended from time to time, the "Security Agreement"). The Factoring Agreement, the
Security Agreement, and all agreements now or hereafter entered into between FTC and the Company shall be
referred to herein collectively as the "Company Agreements."

Except as otherwise provided in this letter agreement (this "Agreement"), any capitalized terms used herein but
and not defined in this Agreement shall have the meanings assigned to such terms in the Factoring Agreement.

For purposes of this Agreement:

"Inventory" as used herein shall have the meaning set forth in the Security Agreement.

"Inventory Base" means the up to thirty-three and one third percent (33.33%) of the value (the lesser of cost or
market) of the Company's raw material and finished goods Inventory which FTC determines, in its sole
discretion, to be eligible for inclusion in the Inventory Base. Without limiting the generality of the foregoing, the
following Inventory shall not be eligible for inclusion in the Inventory Base if
(i) such Inventory is over one hundred eighty (180) days old; (ii) such Inventory is defective or damaged; (iii)
such Inventory is not located at the Company's premises at 5804 S. Slauson Avenue, Commerce, California
90040; (iv) such Inventory is located at any real property leased by the Company or at any contract warehouse,
unless such Inventory is subject to a collateral access agreement acceptable to FTC and executed by the lessor
or warehouseman, as the case may be, and unless such Inventory is separately identifiable from the goods of
others, if any, stored on the premises; (v) the Company does not have good, valid, and marketable title to such
Inventory; (vi) such Inventory is not subject to a valid and perfected first priority security interest in favor of FTC;
(vii) such Inventory consists of bill and hold goods or goods acquired on consignment or (viii) such Inventory
consists of work in process.
"Obligations" means the any and all obligations of the Company under this Agreement and the Company
Agreements.

This Agreement shall confirm our mutual understanding and agreement that, subject to the terms and conditions of
the Company Agreements, and provided that no default or Event of Default under any of the Company
Agreements and no termination of the Factoring Agreement has occurred, FTC may, in its sole and absolute
discretion, extend an inventory loan facility to the Company in an aggregate principal amount outstanding at any
time not to exceed the lesser of
(a) the Inventory Base or (b) up to $1,500,000 minus the aggregate amount of then outstanding loans made to
Antik Denim, LLC ("Antik") under the Inventory Loan Facility between Antik and FTC of even date herewith
(the "Antik Facility Agreement").

In order to induce FTC to extend the foregoing inventory loan facility to the Company, the Company agrees that,
so long as the Factoring Agreement remains in effect and any of the Obligations have not been paid and
performed in full:

i. The Company shall, no later than ten (10) days after the end of each month, provide to FTC: (a) an Inventory
Certification or designation in the form attached hereto as "Attachment A" or in such other form as is acceptable
to FTC; (b) an aging of all Inventory as of the end of such month, in form and substance acceptable to FTC; and
(c) a report detailing the piece goods, the work-in-process, the finished goods Inventory available for sale, and
the finished goods Inventory sold as of the end of such month, in form and substance acceptable to FTC.

ii. The Company shall not sell, lease, transfer, assign, abandon or otherwise dispose of any of the Company's
assets in which FTC has been granted a security interest under any of the Company Agreements, excluding sales
of Inventory to the Company's customers in the ordinary course of business.

iii. The Company shall not become a guarantor, a surety, or otherwise liable for the debts or other obligations of
any other person or firm, including, without limitation, any affiliate of the Company excluding debts or other
obligations of any affiliate of the Company to FTC.

The inventory loan facility outlined in this Agreement shall be subject to the satisfaction of each of the following
conditions precedent in a manner satisfactory to FTC:

i. The representations and warranties contained herein and in each other Company Agreements shall be true and
correct as of the date of any inventory loans made under this Agreement.

ii. No default or Event of Default under this Agreement, the Company Agreements, or the Antik Facility
Agreement shall have occurred or would occur as a result of any extension of credit under the facility described
herein.

                                                           2
iii. FTC shall have received a duly executed original of this Agreement, the Security Agreement, and originals of
the Guaranties, each in the form of Exhibit 1 hereto, to be executed by Paul Guez, individually, and by Paul Guez
and Elizabeth Guez, as trustees of The Paul and Elizabeth Guez Living Trust dated February 13, all of the
foregoing to be dated as of the date hereof and duly executed by the Company and any guarantors of the
Obligations, as applicable.

Nothing herein shall be construed as limiting or modifying in any way any of FTC's rights under the Company
Agreements, including without limitation, FTC's rights, to be exercised in its sole and absolute discretion, to hold
any reserve FTC deems necessary as security for payment and performance of the Obligations, change any
advance rates, cease making advances or other financial accommodations to the Company and determine
standards of eligibility. The Obligations shall be secured by a first lien on and security interest in all of the assets of
the Company in which the Company has granted FTC a security interest under the Company Agreements. The
failure to perform any of the terms and conditions of this Agreement or the breach of any of the representations or
warranties contained in this Agreement shall constitute a default or an Event of Default under the Company
Agreements and the Antik Facility Agreement and the failure to perform any of the terms and conditions of, or the
breach of any of the representations or warranties contained in, the Company Agreements or the Antik Facility
Agreement shall constitute a default under this Agreement.

The foregoing is based upon the financial condition of the Company as represented in the financial statement
dated ___________________________, which the Company has represented and warranted completely and
correctly reflects the Company's financial condition. In addition, by its signature below, the Company further
represents and warrants that there has been no material adverse change in the Company's financial condition
since such statement was prepared.

Please sign below to acknowledge that the Company is in agreement with all of the foregoing.

               Very truly yours,                                      ACKNOWLEDGED AND AGREED TO:

               FTC COMMERCIAL CORP.                                   BLUE HOLDINGS, INC.

               By: /s/ Ken Wengrod                                    By: /s/ Patrick Chow
                  ------------------------------                         --------------------------
                   Ken Wengrod, President                             Title: CFO




                                                            3
EXHIBIT 10.6

                                                  FTC
                                             COMMERCIAL CORP.

July 25, 2005

Antik Denim, LLC
5804 E. Slauson Avenue
Commerce, CA 90040
Attn: Paul Guez

Re: Inventory Facility

Dear Paul:

Reference is made to (i) the Factoring Agreement between FTC Commercial Corp. ("FTC") and Antik Denim,
LLC (the "Company") dated October 18, 2004 (as supplemented or amended from time to time, the "Factoring
Agreement") and (ii) the Continuing Security Agreement between FTC and the Company of even date herewith
(as supplemented or amended from time to time, the "Security Agreement"). The Factoring Agreement, the
Security Agreement, and all agreements now or hereafter entered into between FTC and the Company shall be
referred to herein collectively as the "Company Agreements."

Except as otherwise provided in this letter agreement (this "Agreement"), any capitalized terms used herein but
and not defined in this Agreement shall have the meanings assigned to such terms in the Factoring Agreement.

For purposes of this Agreement:

"Inventory" as used herein shall have the meaning set forth in the Security Agreement.

"Inventory Base" means the up to thirty-three and one third percent (33.33%) of the value (the lesser of cost or
market) of the Company's raw material and finished goods Inventory which FTC determines, in its sole
discretion, to be eligible for inclusion in the Inventory Base. Without limiting the generality of the foregoing, the
following Inventory shall NOT be eligible for inclusion in the Inventory Base IF
(i) such Inventory is over one hundred eighty (180) days old; (ii) such Inventory is defective or damaged; (iii)
such Inventory is not located at the Company's premises at 5804 E. Slauson Avenue, Commerce, California
90040; (iv) such Inventory is located at any real property leased by the Company or at any contract warehouse,
unless such Inventory is subject to a collateral access agreement acceptable to FTC and executed by the lessor
or warehouseman, as the case may be, and unless such Inventory is separately identifiable from the goods of
others, if any, stored on the premises; (v) the Company does not have good, valid, and marketable title to such
Inventory; (vi) such Inventory is not subject to a valid and perfected first priority security interest in favor of FTC;
(vii) such Inventory consists of bill and hold goods or goods acquired on consignment or (viii) such Inventory
consists of work in process.
"Obligations" means the any and all obligations of the Company under this Agreement and the Company
Agreements.

This Agreement shall confirm our mutual understanding and agreement that, subject to the terms and conditions of
the Company Agreements, and provided that no default or Event of Default under any of the Company
Agreements and no termination of the Factoring Agreement has occurred, FTC may, in its sole and absolute
discretion, extend an inventory credit facility to the Company in an aggregate principal amount outstanding at any
time not to exceed the lesser of
(a) up to $1,500,000 or (b) the Inventory Base.

In order to induce FTC to extend the foregoing inventory credit facility to the Company, the Company agrees
that, so long as the Factoring Agreement remains in effect and any of the Obligations have not been paid and
performed in full:

i. The Company shall, no later than ten (10) days after the end of each month, provide to FTC: (a) an Inventory
Certification or designation in the form attached hereto as "Attachment A" or in such other form as is acceptable
to FTC; (b) an aging of all Inventory as of the end of such month, in form and substance acceptable to FTC; and
(c) a report detailing the piece goods, the work-in-process, the finished goods Inventory available for sale, and
the finished goods Inventory sold as of the end of such month, in form and substance acceptable to FTC.

ii. The Company shall not sell, lease, transfer, assign, abandon or otherwise dispose of any of the Company's
assets in which FTC has been granted a security interest under any of the Company Agreements, excluding sales
of Inventory to the Company's customers in the ordinary course of business.

iii. The Company shall not become a guarantor, a surety, or otherwise liable for the debts or other obligations of
any other person or firm, including, without limitation, any affiliate of the Company excluding debts or other
obligations of any affiliate of the Company to FTC.

The inventory credit facility outlined in this Agreement shall be subject to the satisfaction of each of the following
conditions precedent in a manner satisfactory to FTC:

i. The representations and warranties contained herein and in each other Company Agreements shall be true and
correct as of the date of any extension of credit under the facility described herein.

ii. No default or Event of Default shall have occurred or would occur as a result of any extension of credit under
the facility described herein.

iii. FTC shall have received duly executed originals of this Agreement and the Security Agreement.

Nothing herein shall be construed as limiting or modifying in any way any of FTC's rights under the Company
Agreements, including without limitation, FTC's rights, to be exercised in its sole and absolute discretion, to hold
any reserve FTC deems necessary as security for payment and performance of the Obligations, change any
advance rates, cease making advances or other financial accommodations to the Company and determine
standards of eligibility. The Obligations shall be secured by a first lien on and security interest in all of the assets of
the Company in which the Company has granted FTC a security

                                                            2
interest under the Company Agreements. The failure to perform any of the terms and conditions of this
Agreement or the breach of any of the representations or warranties contained in this Agreement shall constitute a
default or an Event of Default under the Company Agreements and the failure to perform any of the terms and
conditions of any of the Company Agreements or the breach of any of the representations or warranties
contained in the Company Agreements shall constitute a default under this Agreement.

The foregoing is based upon the financial condition of the Company as represented in the financial statement
dated ___________________________, which the Company has represented and warranted completely and
correctly reflects the Company's financial condition. In addition, by its signature below, the Company further
represents and warrants that there has been no material adverse change in the Company's financial condition
since such statement was prepared.

Please sign below to acknowledge that the Company is in agreement with all of the foregoing.

           Very truly yours,                                    ACKNOWLEDGED AND AGREED TO:

           FTC COMMERCIAL CORP.                                 ANTIK DENIM, LLC

           By: /s/ Kenneth L. Wengrod                           By: /s/ Paul Guez
              ----------------------------------                   -------------------------------
                   Kenneth L. Wengrod, President                        Paul Guez
                                                                Title: Manager and Member




                      AGREEMENT AND REAFFIRMATION BY GUARANTOR:

The undersigned has executed a Guaranty dated October 18, 2004 (the "Guez Guaranty") in connection with the
Factoring Agreement between ANTIK DENIM, LLC ("ANTIK") and FTC COMMERCIAL CORP ("FTC")
dated October 18, 2004 (the "Factoring Agreement") and various related instruments and documents. The
undersigned agrees that the Guez Guaranty shall apply to all obligations of ANTIK under the above inventory
facility agreement (the "Agreement").

The undersigned hereby reaffirms the Guez Guaranty and agrees that no provisions of the Agreement shall in any
way limit any of the terms or provisions of the Guez Guaranty or any other documents executed by the
undersigned in favor of FTC, all of which are hereby ratified and affirmed and the same shall continue in full force
and effect in accordance with the provisions hereof.

                                         /s/ Paul Guez
                                         ----------------------------
                                         Paul Guez




                      AGREEMENT AND REAFFIRMATION BY GUARANTOR:

The undersigned has executed a Guaranty (the "BCL Guaranty") in connection with the Factoring Agreement
between ANTIK DENIM, LLC ("ANTIK") and FTC COMMERCIAL CORP ("FTC") dated October 18,
2004 (the "Factoring Agreement") and various related instruments and documents. The undersigned agrees that
the BCL Guaranty shall apply to all obligations of ANTIK under the above inventory facility agreement (the
"Agreement").

The undersigned hereby reaffirms the BCL Guaranty and agrees that no provisions of the Agreement shall in any
way limit any of the terms or provisions of the BCL Guaranty or any other documents executed by the
undersigned in favor of FTC,

                                                         3
all of which are hereby ratified and affirmed and the same shall continue in full force and effect in accordance with
the provisions hereof.

                                            BLUE CONCEPT, LLC

                                        By: /s/ Paul Guez
                                            -------------------------
                                                Paul Guez

                                        Title:_______________________




The undersigned hereby ratify and affirm the Guaranty dated August 14, 2003 (the "Trust Guaranty") executed in
connection with the Factoring Agreement between BLUE CONCEPT, LLC ("BCL") and FTC
COMMERCIAL CORP. ("FTC") dated June 11, 2003 (the "Factoring Agreement") and various related
instruments and documents and agree that the Trust Guaranty shall apply to all obligations of BCL under the BCL
Guaranty and that no provisions of the BCL Guaranty shall in any way limit any of the terms or provisions of the
Trust Guaranty or any other documents executed by the undersigned in favor of FTC.

The Paul and Elizabeth Guez Living Trust dated February 13, 1998

                                         /s/ Paul Guez
                                         ----------------------------
                                         Paul Guez, Trustee

                                         /s/ Elizabeth Guez
                                         ----------------------------
                                         Elizabeth Guez, Trustee




                                                          4
EXHIBIT 10.7

As of October 31, 2005

Taverniti So Jeans, LLC
5804 E. Slauson Avenue
Commerce, CA 90040
Attn: Paul Guez

Re: Inventory Loan Facility

Dear Paul:

Reference is made to (i) the Factoring Agreement between FTC Commercial Corp. ("FTC") and Taverniti So
Jeans, LLC (the "Company") dated November 22, 2004 (as supplemented or amended from time to time, the
"Factoring Agreement") and (ii) the Continuing Security Agreement between FTC and the Company of even date
herewith (as supplemented or amended from time to time, the "Security Agreement"). The Factoring Agreement,
the Security Agreement, and all agreements now or hereafter entered into between FTC and the Company shall
be referred to herein collectively as the "Company Agreements."

Except as otherwise provided in this letter agreement (this "Agreement"), any capitalized terms used herein but
and not defined in this Agreement shall have the meanings assigned to such terms in the Factoring Agreement.

For purposes of this Agreement:

"Inventory" as used herein shall have the meaning set forth in the Security Agreement.

"Inventory Base" means up to thirty-three and one third percent (33.33%) of the value (the lesser of cost or
market) of the Company's raw material and finished goods Inventory which FTC determines, in its sole
discretion, to be eligible for inclusion in the Inventory Base. Without limiting the generality of the foregoing, the
following Inventory shall not be eligible for inclusion in the Inventory Base if
(i) such Inventory is over one hundred eighty (180) days old; (ii) such Inventory is defective or damaged; (iii)
such Inventory is not located at the Company's premises at 5804 S. Slauson Avenue, Commerce, California
90040; (iv) such Inventory is located at any real property leased by the Company or at any contract warehouse,
unless such Inventory is subject to a collateral access agreement acceptable to FTC and executed by the lessor
or warehouseman, as the case may be, and unless such Inventory is separately identifiable from the goods of
others, if any, stored on the premises; (v) the Company does not have good, valid, and marketable title to such
Inventory; (vi) such Inventory is not subject to a valid and perfected first priority security interest in favor of FTC;
(vii) such Inventory consists of bill and hold goods or goods acquired on consignment or (viii) such Inventory
consists of work in process.
"Obligations" means the any and all obligations of the Company under this Agreement and the Company
Agreements.

This Agreement shall confirm our mutual understanding and agreement that, subject to the terms and conditions of
the Company Agreements, and provided that no default or Event of Default under any of the Company
Agreements and no termination of the Factoring Agreement has occurred, FTC may, in its sole and absolute
discretion, extend an inventory loan facility to the Company in an aggregate principal amount outstanding at any
time not to exceed the lesser of
(a) the Inventory Base or (b) up to $1,500,000 MINUS (i) the aggregate amount of then outstanding inventory
loans made to Antik Denim, LLC ("Antik") under the Inventory Loan Facility between Antik and FTC dated July
25, 2005 (as amended, the "Antik Facility Agreement") and MINUS (ii) the aggregate amount of then
outstanding inventory loans made to Blue Holdings, Inc. ("BHI") under the Inventory Loan Facility between BHI
and FTC dated July 25, 2005 (as amended, the "BHI Facility Agreement"). The interest rate charged on
outstanding inventory loans under this Agreement will be the same rate charged in Section 23 of the Factoring
Agreement and will be calculated, computed and payable in accordance with the provisions of Section 23.

This Agreement shall terminate, at FTC's discretion, on the date which is the earlier to occur of: (a) the date on
which a default or Event of Default occurs under this Agreement, the Company Agreements, the Factoring
Agreement between FTC and Antik dated October 18, 2004 (as amended, the "Antik Factoring Agreement"),
the Antik Facility Agreement or any of the other agreements between Antik and FTC (collectively, the "Antik
Agreements"), or the Factoring Agreement between FTC and BHI dated July 25, 2005 (as amended, the "BHI
Factoring Agreement"), the BHI Facility Agreement or any of the other agreements between BHI and FTC
(collectively, the "BHI Agreements"); or (b) the date on which the Factoring Agreement, the Antik Factoring
Agreement or the BHI Factoring Agreement is terminated in accordance with the notice provisions thereof.

In order to induce FTC to extend the foregoing inventory loan facility to the Company, the Company agrees that,
so long as the Factoring Agreement remains in effect and any of the Obligations have not been paid and
performed in full:

i. The Company shall, no later than twenty-one (21) days after the end of each month, provide to FTC: (a) an
Inventory Certification or designation in the form attached hereto as "Attachment A" or in such other form as is
acceptable to FTC; (b) an aging of all Inventory as of the end of such month, in form and substance acceptable to
FTC; and (c) a report detailing the fabrics, the finished goods Inventory available for sale, and the finished goods
Inventory sold, in each case as of the end of such month, in form and substance acceptable to FTC.

ii. The Company shall not sell, lease, transfer, assign, abandon or otherwise dispose of any of the Company's
assets in which FTC has been granted a security interest under any of the Company Agreements, excluding sales
of Inventory to the Company's customers in the ordinary course of business.

                                                         2
iii. The Company shall not become a guarantor, a surety, or otherwise liable for the debts or other obligations of
any other person or firm, including, without limitation, any affiliate of the Company excluding debts or other
obligations of any affiliate of the Company to FTC.

The inventory loan facility outlined in this Agreement shall be subject to the satisfaction of each of the following
conditions precedent in a manner satisfactory to FTC:

i. The representations and warranties contained herein and in each of the other Company Agreements shall be
true and correct as of the date of any inventory loans made under this Agreement.

ii. No default or Event of Default under this Agreement, the Company Agreements, the Antik Agreements, or the
BHI Agreements shall have occurred or would occur as a result of any extension of credit under the facility
described herein.

iii. FTC shall have received a duly executed original of this Agreement, the Security Agreement, and originals of
the Guaranties, each in the form of Exhibit 1 hereto, to be executed by Blue Holdings, Inc. and Antik Denim,
LLC, all of the foregoing to be dated as of the date hereof and duly executed by the Company and any
guarantors of the Obligations, as applicable.

Nothing herein shall be construed as limiting or modifying in any way any of FTC's rights under the Company
Agreements, including without limitation, FTC's rights, to be exercised in its sole and absolute discretion, to hold
any reserve FTC deems necessary as security for payment and performance of the Obligations, change any
advance rates, cease making advances or other financial accommodations to the Company and determine
standards of eligibility. The Obligations shall be secured by a first lien on and security interest in all of the assets of
the Company in which the Company has granted FTC a security interest under the Company Agreements. The
failure to perform any of the terms and conditions of this Agreement or the breach of any of the representations or
warranties contained in this Agreement shall constitute a default or an Event of Default under the Company
Agreements, the Antik Agreements and the BHI Agreements and the failure to perform any of the terms and
conditions of, or the breach of any of the representations or warranties contained in, the Company Agreements,
the Antik Agreements or BHI Agreements the shall constitute a default under this Agreement. Without limiting any
of FTC's rights under the Factoring Agreement, the Antik Factoring Agreement and the BHI Factoring
Agreement (collectively, the "Related Factoring Agreements") to establish such reserves as FTC deems
necessary, including reserves for concentration accounts, recourse accounts, disputed accounts, and non-
disputed accounts, a default shall occur under this Agreement and the Company Agreements if (i) at the end of
any fiscal quarter thirty percent (30%) or more of the aggregate outstanding unpaid accounts assigned to FTC
under the Related Factoring Agreements are sixty (60) or more days past due and/or (ii) at the end of any fiscal
quarter the aggregate amount of accounts charged back by FTC under the Related Factoring Agreements during
such fiscal quarter is equal to or greater than thirty percent (30%) or more of the aggregate amount of accounts
assigned to FTC under the Related Factoring Agreements during such fiscal quarter.

                                                            3
The foregoing is based upon the financial condition of the Company as represented in the financial statement
dated ___________________________, which the Company has represented and warranted completely and
correctly reflects the Company's financial condition. In addition, by its signature below, the Company further
represents and warrants that there has been no material adverse change in the Company's financial condition
since such statement was prepared.

Please sign below to acknowledge that the Company is in agreement with all of the foregoing.

          Very truly yours,                                  ACKNOWLEDGED AND AGREED TO:

          FTC COMMERCIAL CORP.                               TAVERNITI SO JEANS, LLC

          By: /s/ Ken Wengrod                                By: /s/ Patrick Chow
             ------------------------------                     -------------------------------
                  Ken Wengrod, President                     Title:   CFO




                     AGREEMENT AND REAFFIRMATION BY GUARANTOR

The undersigned has executed a Guaranty dated November 22, 2004 (the "Guez Guaranty") in connection with
the Factoring Agreement between TAVERNITI SO JEANS, LLC (the "Company") and FTC COMMERCIAL
CORP. ("FTC") dated November 22, 2004 and various related instruments and documents. The undersigned
agrees that the Guez Guaranty shall apply to all obligations of the Company under the above Inventory Loan
Facility Agreement and the Company Agreements.

The undersigned hereby reaffirms the Guez Guaranty and agrees that no provisions of the above Inventory Loan
Facility Agreement shall in any way limit any of the terms or provisions of the Guez Guaranty or any other
documents executed by the undersigned in favor of FTC, all of which are hereby ratified and affirmed and the
same shall continue in full force and effect in accordance with the provisions hereof.

                                       /s/ Paul Guez
                                       ----------------------------
                                       Paul Guez




                                                       4
EXHIBIT 10.8

                                                 FTC
                                            COMMERCIAL CORP.

As of July 26, 2005

Blue Holdings, Inc.
5804 E. Slauson Avenue
Commerce, CA 90040

Ladies and Gentlemen:

This Amendment "1" to Inventory Loan Facility Agreement (this "Amendment") is entered into as of July 26,
2005 by and between FTC COMMERCIAL CORP. ("FTC", "we" or "us") and Blue Holdings, Inc. ("Client" or
"you"), with reference to the following:

A. FTC and Client are parties to an Inventory Loan Facility Agreement dated as of July 25, 2005 (as amended,
the "Facility Agreement"), the provisions of which are incorporated into this Amendment.

B. FTC and Client desire to amend the Facility Agreement, effective as of the date hereof, as set forth herein.

NOW, THEREFORE, the parties agree as follows:

1. Initially capitalized terms used herein which are not otherwise defined shall have the meanings assigned to them
in the Facility Agreement.

2. The following sentence is added to the first paragraph which follows the definition of "Obligations":

The interest rate charged on outstanding inventory loans under this Agreement will be the same rate charged in
Section 23 of the Factoring Agreement and will be calculated, computed and payable in accordance with the
provisions of Section 23.

3. Except as amended hereby, the Facility Agreement shall remain in full force and effect and unmodified. Client
hereby reaffirms each and every one of Client's representations, warranties and covenants under the Facility
Agreement.

4. Any reference in the Facility Agreement to "this Agreement", "herein", "hereunder" or words of similar meaning
shall mean the Facility Agreement as amended by this Amendment.

5. Client hereby represents and warrants to FTC that this Amendment has been duly authorized by all necessary
action on the part of Client and constitutes a valid and legally binding obligation of Client, enforceable against
Client in accordance with its terms.

6. This Amendment shall be governed by the laws of the State of California without regard to the conflicts of law
principles thereof.
7. The Facility Agreement, as amended by this Amendment, constitutes the entire agreement between Client and
FTC as to the subject matter hereof and may not be altered or amended except by written agreement signed by
Client and FTC. No provision hereof may be waived by FTC except upon written waiver executed by FTC.

8. This Amendment may be executed in two or more counterparts, each of which shall be deemed an original and
all of which together shall constitute one and the same instrument.

                Sincerely,                                    AGREED:

                FTC COMMERCIAL CORP.                          BLUE HOLDINGS, INC.



                By: /s/ Kenneth L. Wengrod                    By: /s/ Patrick Chow
                   --------------------------                    ----------------------------
                Name:   Kenneth L. Wengrod                    Name:   Patrick Chow
                Title: President                              Title: CFO




                      AGREEMENT AND REAFFIRMATION BY GUARANTOR

The undersigned has executed a Guaranty dated July 25, 2005 (the "Guez Guaranty") in connection with the
Factoring Agreement between BLUE HOLDINGS, INC. (the "Company") and FTC COMMERCIAL CORP.
("FTC") dated July 25, 2005, the Inventory Loan Facility Agreement between the Company and FTC dated July
25, 2005 and various related instruments and documents (collectively, the "Company Agreements"). The
undersigned agrees that the Guez Guaranty shall apply to all obligations of the Company under the above
Amendment and the Company Agreements.

The undersigned hereby reaffirms the Guez Guaranty and agrees that no provisions of the above Amendment
shall in any way limit any of the terms or provisions of the Guez Guaranty or any other documents executed by
the undersigned in favor of FTC, all of which are hereby ratified and affirmed and the same shall continue in full
force and effect in accordance with the provisions hereof.

                                         /s/ Paul Guez
                                         ----------------------------
                                         Paul Guez




                      AGREEMENT AND REAFFIRMATION BY GUARANTOR

The undersigned has executed a Guaranty dated July 25, 2005 (the "Trust Guaranty") in connection with the
Factoring Agreement between BLUE HOLDINGS, INC. (the "Company") and FTC COMMERCIAL CORP.
("FTC") dated July 25, 2005, the Inventory Loan Facility Agreement between the Company and FTC dated July
25, 2005 and various related instruments and documents (collectively, the "Company Agreements"). The
undersigned agrees that the Trust Guaranty shall apply to all obligations of the Company under the above
Amendment and the Company Agreements.

The undersigned hereby reaffirms the Trust Guaranty and agrees that no provisions of the above Amendment
shall in any way limit any of the terms or provisions of the Trust Guaranty or any other documents executed by
the undersigned in favor of FTC, all of which are hereby ratified and affirmed and the same shall continue in full
force and effect in accordance with the provisions hereof.

                                                         2
The Paul and Elizabeth Guez Living Trust dated February 13, 1998

                                         /s/ Paul Guez
                                         ----------------------------
                                         Paul Guez, Trustee

                                         /s/ Elizabeth Guez
                                         ----------------------------
                                         Elizabeth Guez, Trustee




                      AGREEMENT AND REAFFIRMATION BY GUARANTOR

The undersigned has executed a Guaranty dated July 25, 2005 (the "Antik Guaranty") in connection with the
Factoring Agreement between BLUE HOLDINGS, INC. (the "Company") and FTC COMMERCIAL CORP.
("FTC") dated July 25, 2005, the Inventory Loan Facility Agreement between the Company and FTC dated July
25, 2005 and various related instruments and documents (collectively, the "Company Agreements"). The
undersigned agrees that the Antik Guaranty shall apply to all obligations of the Company under the above
Amendment and the Company Agreements and that such obligations shall be secured by a first lien on and
security interest in all of the assets of the undersigned in which the undersigned has granted FTC a security
interest.

The undersigned hereby reaffirms the Antik Guaranty and agrees that no provisions of the above Amendment
shall in any way limit any of the terms or provisions of the Antik Guaranty or any other documents executed by
the undersigned in favor of FTC, all of which are hereby ratified and affirmed and the same shall continue in full
force and effect in accordance with the provisions hereof.

                                             ANTIK DENIM, LLC

                                       By: /s/ Patrick Chow
                                          ----------------------------
                                       Print Name: Patrick Chow
                                       Title:       CFO




                                                         3
EXHIBIT 10.9

                                                 FTC
                                            COMMERCIAL CORP.

As of October 31, 2005

Blue Holdings, Inc.
5804 E. Slauson Avenue
Commerce, CA 90040

Ladies and Gentlemen:

This Amendment "2" to Inventory Loan Facility Agreement (this "Amendment") is entered into as of October 31,
2005 by and between FTC COMMERCIAL CORP. ("FTC", "we" or "us") and BLUE HOLDINGS, INC.
("Client" or "you"), with reference to the following:

A. FTC and Client are parties to an Inventory Loan Facility Agreement dated as of July 25, 2005 (as amended,
the "Facility Agreement"), the provisions of which are incorporated into this Amendment.

B. FTC and Client desire to amend the Facility Agreement, effective as of the date hereof, as set forth herein.

NOW, THEREFORE, the parties agree as follows:

1. Initially capitalized terms used herein which are not otherwise defined shall have the meanings assigned to them
in the Facility Agreement.

2. The first paragraph which follows the definition of "Obligations" is amended in its entirety to read as follows:

This Agreement shall confirm our mutual understanding and agreement that, subject to the terms and conditions of
the Company Agreements, and provided that no default or Event of Default under any of the Company
Agreements and no termination of the Factoring Agreement has occurred, FTC may, in its sole and absolute
discretion, extend an inventory loan facility to the Company in an aggregate principal amount outstanding at any
time not to exceed the lesser of (a) the Inventory Base or
(b) up to $1,500,000 minus (i) the aggregate amount of then outstanding inventory loans made to Taverniti So
Jeans, LLC ("Taverniti") under the Inventory Loan Facility between Taverniti and FTC dated as of October 31,
2005 (as amended, the "Taverniti Facility Agreement") and MINUS (ii) the aggregate amount of then outstanding
inventory loans made to Antik Denim, LLC ("Antik") under the Inventory Loan Facility between Antik and FTC
dated July 25, 2005 (as amended, the "Antik Facility Agreement"). The interest rate charged on outstanding
inventory loans under this Agreement will be the same rate charged in Section 23 of the Factoring Agreement and
will be calculated, computed and payable in accordance with the provisions of Section 23.
3. The following paragraph is added after the paragraph referenced in subpart 2 above of this Amendment:

This Agreement shall terminate, at FTC's discretion, on the date which is the earlier to occur of: (a) the date on
which a default or Event of Default occurs under this Agreement, the Company Agreements, the Factoring
Agreement between FTC and Taverniti dated November 22, 2004 (as amended, the "Taverniti Factoring
Agreement"), the Taverniti Facility Agreement or any of the other agreements between Taverniti and FTC
(collectively, the "Taverniti Agreements"), or the Factoring Agreement between FTC and Antik dated October
18, 2004 (as amended, the "Antik Factoring Agreement"), the Antik Facility Agreement or any of the other
agreements between Antik and FTC (collectively, the "Antik Agreements"); or (b) the date on which the
Factoring Agreement, the Antik Factoring Agreement or the Taverniti Factoring Agreement is terminated in
accordance with the notice provisions thereof.

4. Subpart (i) of the paragraph which begins "In order to induce FTC to extend the foregoing inventory loan
facility to the Company" is amended in its entirety to read as follows:

i. The Company shall, no later than twenty-one (21) days after the end of each month, provide to FTC: (a) an
Inventory Certification or designation in the form attached hereto as "Attachment A" or in such other form as is
acceptable to FTC;
(b) an aging of all Inventory as of the end of such month, in form and substance acceptable to FTC; and (c) a
report detailing the fabrics, the finished goods Inventory available for sale, and the finished goods Inventory sold,
in each case as of the end of such month, in form and substance acceptable to FTC.

5. Subpart (ii) of the paragraph which begins "The inventory loan facility outlined in this Agreement shall be
subject to" is amended in its entirety to read as follows:

ii. No default or Event of Default under this Agreement, the Company Agreements, the Taverniti Agreements or
the Antik Agreements shall have occurred or would occur as a result of any extension of credit under the facility
described herein.

6. The third sentence of the paragraph which begins "Nothing herein shall be construed as limiting or modifying in
any way any of FTC's rights" is amended to read as follows:

The failure of the Company to perform any of the terms and conditions of this Agreement or the breach of any of
the representations or warranties contained in this Agreement shall constitute a default or an Event of Default
under the Company Agreements, the Taverniti Agreements and the Antik Agreements and the failure to perform
any of the terms and conditions of, or the breach of any of the representations or warranties contained in, the
Company Agreements, the Taverniti Agreements or the Antik Agreements the shall constitute a default under this
Agreement.

7. The following sentence is added at the end of the paragraph which begins "Nothing herein shall be construed
as limiting or modifying in any way any of FTC's rights":

Without limiting any of FTC's rights under the Factoring Agreement, the Antik Factoring Agreement and the
Taverniti Factoring Agreement (collectively, the "Related Factoring

                                                          2
Agreements") to establish such reserves as FTC deems necessary, including reserves for concentration accounts,
recourse accounts, disputed accounts, and non-disputed accounts, a default shall occur under this Agreement and
the Company Agreements if (i) at the end of any fiscal quarter thirty percent (30%) or more of the aggregate
outstanding unpaid accounts assigned to FTC under the Related Factoring Agreements are sixty (60) or more
days past due and/or (ii) at the end of any fiscal quarter the aggregate amount of accounts charged back by FTC
under the Related Factoring Agreements during such fiscal quarter is equal to or greater than thirty percent (30%)
or more of the aggregate amount of accounts assigned to FTC under the Related Factoring Agreements during
such fiscal quarter.

8. Except as amended hereby, the Facility Agreement shall remain in full force and effect and unmodified. Client
hereby reaffirms each and every one of Client's representations, warranties and covenants under the Facility
Agreement.

9. Any reference in the Facility Agreement to "this Agreement", "herein", "hereunder" or words of similar meaning
shall mean the Facility Agreement as amended by this Amendment.

10. Client hereby represents and warrants to FTC that this Amendment has been duly authorized by all necessary
action on the part of Client and constitutes a valid and legally binding obligation of Client, enforceable against
Client in accordance with its terms.

11. This Amendment shall be governed by the laws of the State of California without regard to the conflicts of
law principles thereof.

12. The Facility Agreement, as amended by this Amendment, constitutes the entire agreement between Client and
FTC as to the subject matter hereof and may not be altered or amended except by written agreement signed by
Client and FTC. No provision hereof may be waived by FTC except upon written waiver executed by FTC.

13. This Amendment may be executed in two or more counterparts, each of which shall be deemed an original
and all of which together shall constitute one and the same instrument.

                Sincerely,                                  AGREED:

                FTC COMMERCIAL CORP.                        BLUE HOLDINGS, INC.


                By: /s/ Kenneth L. Wengrod                  By: /s/ Patrick Chow
                   --------------------------                  ----------------------------
                Name:   Kenneth L. Wengrod                  Name: Patrick Chow
                Title: President                            Title: CFO




                      AGREEMENT AND REAFFIRMATION BY GUARANTOR

The undersigned has executed a Guaranty dated July 25, 2005 (the "Guez Guaranty") in connection with the
Factoring Agreement between BLUE HOLDINGS, INC. (the "Company") and FTC COMMERCIAL CORP.
("FTC") dated July 25, 2005, the Inventory Loan Facility Agreement between the Company and FTC dated July
25, 2005 and various related instruments and documents (collectively, the "Company Agreements"). The
undersigned agrees that the Guez Guaranty shall apply to all obligations of the Company under the above
Amendment and the Company Agreements.

                                                        3
The undersigned hereby reaffirms the Guez Guaranty and agrees that no provisions of the above Amendment
shall in any way limit any of the terms or provisions of the Guez Guaranty or any other documents executed by
the undersigned in favor of FTC, all of which are hereby ratified and affirmed and the same shall continue in full
force and effect in accordance with the provisions hereof.

                                         /s/ Paul Guez
                                         ----------------------------
                                         Paul Guez




                      AGREEMENT AND REAFFIRMATION BY GUARANTOR

The undersigned has executed a Guaranty dated July 25, 2005 (the "Trust Guaranty") in connection with the
Factoring Agreement between BLUE HOLDINGS, INC. (the "Company") and FTC COMMERCIAL CORP.
("FTC") dated July 25, 2005, the Inventory Loan Facility Agreement between the Company and FTC dated July
25, 2005 and various related instruments and documents (collectively, the "Company Agreements"). The
undersigned agrees that the Trust Guaranty shall apply to all obligations of the Company under the above
Amendment and the Company Agreements.

The undersigned hereby reaffirms the Trust Guaranty and agrees that no provisions of the above Amendment
shall in any way limit any of the terms or provisions of the Trust Guaranty or any other documents executed by
the undersigned in favor of FTC, all of which are hereby ratified and affirmed and the same shall continue in full
force and effect in accordance with the provisions hereof.

The Paul and Elizabeth Guez Living Trust dated February 13, 1998

                                         /s/ Paul Guez
                                         ----------------------------
                                         Paul Guez, Trustee

                                         /s/ Elizabeth Guez
                                         ----------------------------
                                         Elizabeth Guez, Trustee




                      AGREEMENT AND REAFFIRMATION BY GUARANTOR

The undersigned has executed a Guaranty dated July 25, 2005 (the "Antik Guaranty") in connection with the
Factoring Agreement between BLUE HOLDINGS, INC. (the "Company") and FTC COMMERCIAL CORP.
("FTC") dated July 25, 2005, the Inventory Loan Facility Agreement between the Company and FTC dated July
25, 2005 and various related instruments and documents (collectively, the "Company Agreements"). The
undersigned agrees that the Antik Guaranty shall apply to all obligations of the Company under the above
Amendment and the Company Agreements and that such obligations shall be secured by a first lien on and
security interest in all of the assets of the undersigned in which the undersigned has granted FTC a security
interest.

The undersigned hereby reaffirms the Antik Guaranty and agrees that no provisions of the above Amendment
shall in any way limit any of the terms or provisions of the Antik Guaranty or any other documents executed by
the undersigned in favor of FTC, all of which are hereby ratified and affirmed and the same shall continue in full
force and effect in accordance with the provisions hereof.

                                             ANTIK DENIM, LLC

                                       By: /s/ Patrick Chow
                                          ----------------------------
                                       Print Name: Patrick Chow
                                       Title:       CFO
4
EXHIBIT 10.10

                                                 FTC
                                            COMMERCIAL CORP.

As of January 1, 2006

Blue Holdings, Inc.
5804 E. Slauson Avenue
Commerce, CA 90040

Ladies and Gentlemen:

This Amendment "3" to Inventory Loan Facility Agreement (this "Amendment") is entered into as of January 1,
2006 by and between FTC COMMERCIAL CORP. ("FTC", "we" or "us") and BLUE HOLDINGS, INC.
("Client" or "you"), with reference to the following:

A. FTC and Client are parties to an Inventory Loan Facility Agreement dated as of July 25, 2005 (as amended,
the "Facility Agreement"), the provisions of which are incorporated into this Amendment.

B. FTC and Client desire to amend the Facility Agreement, effective as of the date hereof, as set forth herein.

NOW, THEREFORE, the parties agree as follows:

1. Initially capitalized terms used herein which are not otherwise defined shall have the meanings assigned to them
in the Facility Agreement.

2. The definition of "Inventory Base" is hereby amended in its entirety to read as follows:

"Inventory Base" means up to fifty percent (50%) of the value (the lesser of cost or market) of the Company's
raw material and finished goods Inventory which FTC determines, in its sole discretion, to be eligible for inclusion
in the Inventory Base. Without limiting the generality of the foregoing, the following Inventory shall not be eligible
for inclusion in the Inventory Base if (i) such Inventory is over one hundred eighty (180) days old; (ii) such
Inventory is defective or damaged; (iii) such Inventory is not located at the Company's premises at 5804 S.
Slauson Avenue, Commerce, California 90040; (iv) such Inventory is located at any real property leased by the
Company or at any contract warehouse, unless such Inventory is subject to a collateral access agreement
acceptable to FTC and executed by the lessor or warehouseman, as the case may be, and unless such Inventory
is separately identifiable from the goods of others, if any, stored on the premises; (v) the Company does not have
good, valid, and marketable title to such Inventory; (vi) such Inventory is not subject to a valid and perfected first
priority security interest in favor of FTC; (vii) such Inventory consists of bill and hold goods or goods acquired on
consignment or (viii) such Inventory consists of work in process.

3. The first paragraph which follows the definition of "Obligations" is hereby amended in its entirety to read as
follows:
This Agreement shall confirm our mutual understanding and agreement that, subject to the terms and conditions of
the Company Agreements, and provided that no default or Event of Default under any of the Company
Agreements and no termination of the Factoring Agreement has occurred, FTC may, in its sole and absolute
discretion, extend an inventory loan facility to the Company in an aggregate principal amount outstanding at any
time not to exceed the lesser of (a) the Inventory Base or
(b) up to $2,400,000 minus (i) the aggregate amount of then outstanding inventory loans made to TAVERNITI
SO JEANS, LLC ("Taverniti") under the Inventory Loan Facility Agreement between Taverniti and FTC dated
as of October 31, 2005 (as amended, the "Taverniti Facility Agreement") and MINUS (ii) the aggregate amount
of then outstanding inventory loans made to Antik Denim, LLC ("Antik") under the Inventory Loan Facility
Agreement between Antik and FTC dated July 25, 2005 (as amended, the "Antik Facility Agreement"). The
interest rate charged on outstanding inventory loans under this Agreement will be the same rate charged in
Section 23 of the Factoring Agreement and will be calculated, computed and payable in accordance with the
provisions of Section 23.

4. Except as amended hereby, the Facility Agreement shall remain in full force and effect and unmodified. Client
hereby reaffirms each and every one of Client's representations, warranties and covenants under the Facility
Agreement.

5. Any reference in the Facility Agreement to "this Agreement", "herein", "hereunder" or words of similar meaning
shall mean the Facility Agreement as amended by this Amendment.

6. Client hereby represents and warrants to FTC that this Amendment has been duly authorized by all necessary
action on the part of Client and constitutes a valid and legally binding obligation of Client, enforceable against
Client in accordance with its terms.

7. This Amendment shall be governed by the laws of the State of California without regard to the conflicts of law
principles thereof.

8. The Facility Agreement, as amended by this Amendment, constitutes the entire agreement between Client and
FTC as to the subject matter hereof and may not be altered or amended except by written agreement signed by
Client and FTC. No provision hereof may be waived by FTC except upon written waiver executed by FTC.

9. This Amendment may be executed in two or more counterparts, each of which shall be deemed an original and
all of which together shall constitute one and the same instrument.

                Sincerely,                                   AGREED:

                FTC COMMERCIAL CORP.                         BLUE HOLDINGS, INC.


                By: /s/ Kenneth L. Wengrod                   By: /s/ Patrick Chow
                   --------------------------                   ----------------------------
                Name:   Kenneth L. Wengrod                   Name:   Patrick Chow
                Title: President                             Title: CFO




                      AGREEMENT AND REAFFIRMATION BY GUARANTOR

The undersigned has executed a Guaranty dated July 25, 2005 (the "Guez Guaranty") in connection with the
Factoring Agreement between BLUE HOLDINGS, INC. (the "Company") and FTC COMMERCIAL CORP.
("FTC") dated July 25, 2005, the Inventory Loan Facility Agreement between the Company and FTC dated July
25, 2005 and various related instruments and documents (collectively, the "Company Agreements"). The
undersigned agrees that the Guez Guaranty shall apply to all obligations of the Company under the above
Amendment and the Company Agreements.

                                                         2
The undersigned hereby reaffirms the Guez Guaranty and agrees that no provisions of the above Amendment
shall in any way limit any of the terms or provisions of the Guez Guaranty or any other documents executed by
the undersigned in favor of FTC, all of which are hereby ratified and affirmed and the same shall continue in full
force and effect in accordance with the provisions hereof.

                                         /s/ Paul Guez
                                         ----------------------------
                                         Paul Guez




                      AGREEMENT AND REAFFIRMATION BY GUARANTOR

The undersigned has executed a Guaranty dated July 25, 2005 (the "Trust Guaranty") in connection with the
Factoring Agreement between BLUE HOLDINGS, INC. (the "Company") and FTC COMMERCIAL CORP.
("FTC") dated July 25, 2005, the Inventory Loan Facility Agreement between the Company and FTC dated July
25, 2005 and various related instruments and documents (collectively, the "Company Agreements"). The
undersigned agrees that the Trust Guaranty shall apply to all obligations of the Company under the above
Amendment and the Company Agreements.

The undersigned hereby reaffirms the Trust Guaranty and agrees that no provisions of the above Amendment
shall in any way limit any of the terms or provisions of the Trust Guaranty or any other documents executed by
the undersigned in favor of FTC, all of which are hereby ratified and affirmed and the same shall continue in full
force and effect in accordance with the provisions hereof.

The Paul and Elizabeth Guez Living Trust dated February 13, 1998

                                         /s/ Paul Guez
                                         ----------------------------
                                         Paul Guez, Trustee

                                         /s/ Elizabeth Guez
                                         ----------------------------
                                         Elizabeth Guez, Trustee




                      AGREEMENT AND REAFFIRMATION BY GUARANTOR

The undersigned has executed a Guaranty dated July 25, 2005 (the "Antik Guaranty") in connection with the
Factoring Agreement between BLUE HOLDINGS, INC. (the "Company") and FTC COMMERCIAL CORP.
("FTC") dated July 25, 2005, the Inventory Loan Facility Agreement between the Company and FTC dated July
25, 2005 and various related instruments and documents (collectively, the "Company Agreements"). The
undersigned agrees that the Antik Guaranty shall apply to all obligations of the Company under the above
Amendment and the Company Agreements and that such obligations shall be secured by a first lien on and
security interest in all of the assets of the undersigned in which the undersigned has granted FTC a security
interest.

The undersigned hereby reaffirms the Antik Guaranty and agrees that no provisions of the above Amendment
shall in any way limit any of the terms or provisions of the Antik Guaranty or any other documents executed by
the undersigned in favor of FTC, all of which are hereby ratified and affirmed and the same shall continue in full
force and effect in accordance with the provisions hereof.

                                             ANTIK DENIM, LLC

                                       By: /s/ Patrick Chow
                                          ----------------------------
                                       Print Name: Patrick Chow
                                       Title:      CFO
3
                      AGREEMENT AND REAFFIRMATION BY GUARANTOR

The undersigned has executed a Guaranty dated as of October 31, 2005 (the "Taverniti Guaranty") in connection
with the Factoring Agreement between BLUE HOLDINGS, INC. (the "Company") and FTC COMMERCIAL
CORP. ("FTC") dated July 25, 2005, the Inventory Loan Facility Agreement between the Company and FTC
dated July 25, 2005 and various related instruments and documents (collectively, the "Company Agreements").
The undersigned agrees that the Taverniti Guaranty shall apply to all obligations of the Company under the above
Amendment and the Company Agreements and that such obligations shall be secured by a first lien on and
security interest in all of the assets of the undersigned in which the undersigned has granted FTC a security
interest.

The undersigned hereby reaffirms the Taverniti Guaranty and agrees that no provisions of the above Amendment
shall in any way limit any of the terms or provisions of the Taverniti Guaranty or any other documents executed by
the undersigned in favor of FTC, all of which are hereby ratified and affirmed and the same shall continue in full
force and effect in accordance with the provisions hereof.

                                       TAVERNITI SO JEANS, LLC

                                      By: /s/ Patrick Chow
                                         ----------------------------
                                      Print Name: Patrick Chow
                                      Title:       CFO




                                                        4
EXHIBIT 10.11

                                                FTC
                                           COMMERCIAL CORP.

As of July 26, 2005

Antik Denim, LLC
5804 E. Slauson Avenue
Commerce, CA 90040

Ladies and Gentlemen:

This Amendment "1" to Inventory Loan Facility Agreement (this "Amendment") is entered into as of July 26,
2005 by and between FTC COMMERCIAL CORP. ("FTC", "we" or "us") and Antik Denim, LLC ("Client" or
"you"), with reference to the following:

A. FTC and Client are parties to an Inventory Loan Facility Agreement dated as of July 25, 2005 (as amended,
the "Facility Agreement"), the provisions of which are incorporated into this Amendment.

B. FTC and Client desire to amend the Facility Agreement, effective as of the date hereof, as set forth herein.

NOW, THEREFORE, the parties agree as follows:

1. Initially capitalized terms used herein which are not otherwise defined shall have the meanings assigned to them
in the Facility Agreement.

2. The following sentence is added to the paragraph which follows the definition of "Obligations":

The interest rate charged on outstanding inventory loans under this Agreement will be the same rate charged in
Section 23 of the Factoring Agreement and will be calculated, computed and payable in accordance with the
provisions of Section 23.

3. Except as amended hereby, the Facility Agreement shall remain in full force and effect and unmodified. Client
hereby reaffirms each and every one of Client's representations, warranties and covenants under the Facility
Agreement.

4. Any reference in the Facility Agreement to "this Agreement", "herein", "hereunder" or words of similar meaning
shall mean the Facility Agreement as amended by this Amendment.

5. Client hereby represents and warrants to FTC that this Amendment has been duly authorized by all necessary
action on the part of Client and constitutes a valid and legally binding obligation of Client, enforceable against
Client in accordance with its terms.

6. This Amendment shall be governed by the laws of the State of California without regard to the conflicts of law
principles thereof.
7. The Facility Agreement, as amended by this Amendment, constitutes the entire agreement between Client and
FTC as to the subject matter hereof and may not be altered or amended except by written agreement signed by
Client and FTC. No provision hereof may be waived by FTC except upon written waiver executed by FTC.

8. This Amendment may be executed in two or more counterparts, each of which shall be deemed an original and
all of which together shall constitute one and the same instrument.

                Sincerely,                                    AGREED:

                FTC COMMERCIAL CORP.                          ANTIK DENIM, LLC


                By: /s/ Kenneth L. Wengrod                    By: /s/ Patrick Chow
                   --------------------------                    ----------------------------
                Name:   Kenneth L. Wengrod                    Name:    Patrick Chow
                Title: President                              Title:   CFO




                      AGREEMENT AND REAFFIRMATION BY GUARANTOR

The undersigned has executed a Guaranty dated October 18, 2004 (the "Guez Guaranty") in connection with the
Factoring Agreement between ANTIK DENIM, LLC (the "Company") and FTC COMMERCIAL CORP.
("FTC") dated October 18, 2004, the Inventory Loan Facility Agreement between the Company and FTC dated
July 25, 2005 and various related instruments and documents (collectively, the "Company Agreements"). The
undersigned agrees that the Guez Guaranty shall apply to all obligations of the Company under the above
Amendment and the Company Agreements.

The undersigned hereby reaffirms the Guez Guaranty and agrees that no provisions of the above Amendment
shall in any way limit any of the terms or provisions of the Guez Guaranty or any other documents executed by
the undersigned in favor of FTC, all of which are hereby ratified and affirmed and the same shall continue in full
force and effect in accordance with the provisions hereof.

                                         /s/ Paul Guez
                                         ----------------------------
                                         Paul Guez




                      AGREEMENT AND REAFFIRMATION BY GUARANTOR

The undersigned has executed a Guaranty dated October 18, 2004 (the "Trust Guaranty") in connection with the
Factoring Agreement between ANTIK DENIM, LLC (the "Company") and FTC COMMERCIAL CORP.
("FTC") dated October 18, 2004, the Inventory Loan Facility Agreement between the Company and FTC dated
July 25, 2005 and various related instruments and documents (collectively, the "Company Agreements"). The
undersigned agrees that the Trust Guaranty shall apply to all obligations of the Company under the above
Amendment and the Company Agreements.

The undersigned hereby reaffirms the Trust Guaranty and agrees that no provisions of the above Amendment
shall in any way limit any of the terms or provisions of the Trust Guaranty or any other documents executed by
the undersigned in favor of FTC, all of which are hereby ratified and affirmed and the same shall continue in full
force and effect in accordance with the provisions hereof.

The Paul and Elizabeth Guez Living Trust dated February 13, 1998

                                         /s/ Paul Guez
                                         ----------------------------
                                         Paul Guez, Trustee

                                         /s/ Elizabeth Guez
                                         ----------------------------
                                         Elizabeth Guez, Trustee
2
                      AGREEMENT AND REAFFIRMATION BY GUARANTOR

The undersigned has executed a Guaranty dated July 25, 2005 (the "BHI Guaranty") in connection with the
Factoring Agreement between ANTIK DENIM, LLC (the "Company") and FTC COMMERCIAL CORP.
("FTC") dated October 18, 2004, the Inventory Loan Facility Agreement between the Company and FTC dated
July 25, 2005 and various related instruments and documents (collectively, the "Company Agreements"). The
undersigned agrees that the BHI Guaranty shall apply to all obligations of the Company under the above
Amendment and the Company Agreements and that such obligations shall be secured by a first lien on and
security interest in all of the assets of the undersigned in which the undersigned has granted FTC a security
interest.

The undersigned hereby reaffirms the BHI Guaranty and agrees that no provisions of the above Amendment shall
in any way limit any of the terms or provisions of the BHI Guaranty or any other documents executed by the
undersigned in favor of FTC, all of which are hereby ratified and affirmed and the same shall continue in full force
and effect in accordance with the provisions hereof.

                                           BLUE HOLDINGS, INC.

                                      By: /s/ Patrick Chow
                                         -----------------------------
                                      Print Name: Patrick Chow
                                      Title:       CFO




                                                         3
EXHIBIT 10.12

                                                 FTC
                                            COMMERCIAL CORP.

As of October 31, 2005

Antik Denim, LLC
5804 E. Slauson Avenue
Commerce, CA 90040

Ladies and Gentlemen:

This Amendment "2" to Inventory Loan Facility Agreement (this "Amendment") is entered into as of October 31,
2005 by and between FTC COMMERCIAL CORP. ("FTC", "we" or "us") and ANTIK DENIM, LLC
("Client" or "you"), with reference to the following:

A. FTC and Client are parties to an Inventory Loan Facility Agreement dated as of July 25, 2005 (as amended,
the "Facility Agreement"), the provisions of which are incorporated into this Amendment.

B. FTC and Client desire to amend the Facility Agreement, effective as of the date hereof, as set forth herein.

NOW, THEREFORE, the parties agree as follows:

1. Initially capitalized terms used herein which are not otherwise defined shall have the meanings assigned to them
in the Facility Agreement.

2. The first paragraph which follows the definition of "Obligations" is amended in its entirety to read as follows:

This Agreement shall confirm our mutual understanding and agreement that, subject to the terms and conditions of
the Company Agreements, and provided that no default or Event of Default under any of the Company
Agreements and no termination of the Factoring Agreement has occurred, FTC may, in its sole and absolute
discretion, extend an inventory loan facility to the Company in an aggregate principal amount outstanding at any
time not to exceed the lesser of (a) the Inventory Base or
(b) up to $1,500,000 minus (i) the aggregate amount of then outstanding inventory loans made to Taverniti So
Jeans, LLC ("Taverniti") under the Inventory Loan Facility between Taverniti and FTC dated as of October 31,
2005 (as amended, the "Taverniti Facility Agreement") and MINUS (ii) the aggregate amount of then outstanding
inventory loans made to Blue Holdings, Inc. ("BHI") under the Inventory Loan Facility between BHI and FTC
dated July 25, 2005 (as amended, the "BHI Facility Agreement"). The interest rate charged on outstanding
inventory loans under this Agreement will be the same rate charged in Section 23 of the Factoring Agreement and
will be calculated, computed and payable in accordance with the provisions of Section 23.
3. The following paragraph is added after the paragraph referenced in subpart 2 above of this Amendment:

This Agreement shall terminate, at FTC's discretion, on the date which is the earlier to occur of: (a) the date on
which a default or Event of Default occurs under this Agreement, the Company Agreements, the Factoring
Agreement between FTC and Taverniti dated November 22, 2004 (as amended, the "Taverniti Factoring
Agreement"), the Taverniti Facility Agreement or any of the other agreements between Taverniti and FTC
(collectively, the "Taverniti Agreements"), or the Factoring Agreement between FTC and BHI dated July 25,
2005 (as amended, the "BHI Factoring Agreement"), the BHI Facility Agreement or any of the other agreements
between BHI and FTC (collectively, the "BHI Agreements"); or (b) the date on which the Factoring Agreement,
the BHI Factoring Agreement or the Taverniti Factoring Agreement is terminated in accordance with the notice
provisions thereof.

4. Subpart (i) of the paragraph which begins "In order to induce FTC to extend the foregoing inventory loan
facility to the Company" is amended in its entirety to read as follows:

i. The Company shall, no later than twenty-one (21) days after the end of each month, provide to FTC: (a) an
Inventory Certification or designation in the form attached hereto as "Attachment A" or in such other form as is
acceptable to FTC;
(b) an aging of all Inventory as of the end of such month, in form and substance acceptable to FTC; and (c) a
report detailing the fabrics, the finished goods Inventory available for sale, and the finished goods Inventory sold,
in each case as of the end of such month, in form and substance acceptable to FTC.

5. Subpart (ii) of the paragraph which begins "The inventory loan facility outlined in this Agreement shall be
subject to" is amended in its entirety to read as follows:

ii. No default or Event of Default under this Agreement, the Company Agreements, the Taverniti Agreements or
the BHI Agreements shall have occurred or would occur as a result of any extension of credit under the facility
described herein.

6. The third sentence of the paragraph which begins "Nothing herein shall be construed as limiting or modifying in
any way any of FTC's rights" is amended to read as follows:

The failure of the Company to perform any of the terms and conditions of this Agreement or the breach of any of
the representations or warranties contained in this Agreement shall constitute a default or an Event of Default
under the Company Agreements, the Taverniti Agreements and the BHI Agreements and the failure to perform
any of the terms and conditions of, or the breach of any of the representations or warranties contained in, the
Company Agreements, the Taverniti Agreements or the BHI Agreements the shall constitute a default under this
Agreement.

7. The following sentence is added at the end of the paragraph which begins "Nothing herein shall be construed
as limiting or modifying in any way any of FTC's rights":

Without limiting any of FTC's rights under the Factoring Agreement, the Taverniti Factoring Agreement and the
BHI Factoring Agreement (collectively, the "Related Factoring

                                                          2
Agreements") to establish such reserves as FTC deems necessary, including reserves for concentration accounts,
recourse accounts, disputed accounts, and non-disputed accounts, a default shall occur under this Agreement and
the Company Agreements if (i) at the end of any fiscal quarter thirty percent (30%) or more of the aggregate
outstanding unpaid accounts assigned to FTC under the Related Factoring Agreements are sixty (60) or more
days past due and/or (ii) at the end of any fiscal quarter the aggregate amount of accounts charged back by FTC
under the Related Factoring Agreements during such fiscal quarter is equal to or greater than thirty percent (30%)
or more of the aggregate amount of accounts assigned to FTC under the Related Factoring Agreements during
such fiscal quarter.

8. Except as amended hereby, the Facility Agreement shall remain in full force and effect and unmodified. Client
hereby reaffirms each and every one of Client's representations, warranties and covenants under the Facility
Agreement.

9. Any reference in the Facility Agreement to "this Agreement", "herein", "hereunder" or words of similar meaning
shall mean the Facility Agreement as amended by this Amendment.

10. Client hereby represents and warrants to FTC that this Amendment has been duly authorized by all necessary
action on the part of Client and constitutes a valid and legally binding obligation of Client, enforceable against
Client in accordance with its terms.

11. This Amendment shall be governed by the laws of the State of California without regard to the conflicts of
law principles thereof.

12. The Facility Agreement, as amended by this Amendment, constitutes the entire agreement between Client and
FTC as to the subject matter hereof and may not be altered or amended except by written agreement signed by
Client and FTC. No provision hereof may be waived by FTC except upon written waiver executed by FTC.

13. This Amendment may be executed in two or more counterparts, each of which shall be deemed an original
and all of which together shall constitute one and the same instrument.

                Sincerely,                                  AGREED:

                FTC COMMERCIAL CORP.                        ANTIK DENIM, LLC


                By: /s/ Kenneth L. Wengrod                  By: /s/ Patrick Chow
                   --------------------------                  ----------------------------
                Name:   Kenneth L. Wengrod                  Name:    Patrick Chow
                Title: President                            Title:   CFO




                      AGREEMENT AND REAFFIRMATION BY GUARANTOR

The undersigned has executed a Guaranty dated October 18, 2004 (the "Guez Guaranty") in connection with the
Factoring Agreement between ANTIK DENIM, LLC (the "Company") and FTC COMMERCIAL CORP.
("FTC") dated October 18, 2004 , the Inventory Loan Facility Agreement between the Company and FTC
dated July 25, 2005 and various related instruments and documents (collectively, the "Company Agreements").
The undersigned agrees that the Guez Guaranty shall apply to all obligations of the Company under the above
Amendment and the Company Agreements.

                                                        3
The undersigned hereby reaffirms the Guez Guaranty and agrees that no provisions of the above Amendment
shall in any way limit any of the terms or provisions of the Guez Guaranty or any other documents executed by
the undersigned in favor of FTC, all of which are hereby ratified and affirmed and the same shall continue in full
force and effect in accordance with the provisions hereof.

                                         /s/ Paul Guez
                                         ----------------------------
                                         Paul Guez




                      AGREEMENT AND REAFFIRMATION BY GUARANTOR

The undersigned has executed a Guaranty dated October 18, 2004 (the "Trust Guaranty") in connection with the
Factoring Agreement between ANTIK DENIM, LLC (the "Company") and FTC COMMERCIAL CORP.
("FTC") dated October 18, 2004 , the Inventory Loan Facility Agreement between the Company and FTC
dated July 25, 2005 and various related instruments and documents (collectively, the "Company Agreements").
The undersigned agrees that the Trust Guaranty shall apply to all obligations of the Company under the above
Amendment and the Company Agreements.

The undersigned hereby reaffirms the Trust Guaranty and agrees that no provisions of the above Amendment
shall in any way limit any of the terms or provisions of the Trust Guaranty or any other documents executed by
the undersigned in favor of FTC, all of which are hereby ratified and affirmed and the same shall continue in full
force and effect in accordance with the provisions hereof.

The Paul and Elizabeth Guez Living Trust dated February 13, 1998

                                         /s/ Paul Guez
                                         ----------------------------
                                         Paul Guez, Trustee

                                         /s/ Elizabeth Guez
                                         ----------------------------
                                         Elizabeth Guez, Trustee




                      AGREEMENT AND REAFFIRMATION BY GUARANTOR

The undersigned has executed a Guaranty dated July 25, 2005 (the "BHI Guaranty") in connection with the
Factoring Agreement between ANTIK DENIM, LLC (the "Company") and FTC COMMERCIAL CORP.
("FTC") dated October 18, 2004 , the Inventory Loan Facility Agreement between the Company and FTC
dated July 25, 2005 and various related instruments and documents (collectively, the "Company Agreements").
The undersigned agrees that the BHI Guaranty shall apply to all obligations of the Company under the above
Amendment and the Company Agreements and that such obligations shall be secured by a first lien on and
security interest in all of the assets of the undersigned in which the undersigned has granted FTC a security
interest.

The undersigned hereby reaffirms the BHI Guaranty and agrees that no provisions of the above Amendment shall
in any way limit any of the terms or provisions of the BHI Guaranty or any other documents executed by the
undersigned in favor of FTC, all of which are hereby ratified and affirmed and the same shall continue in full force
and effect in accordance with the provisions hereof.

                                           BLUE HOLDINGS, INC.

                                       By: /s/ Patrick Chow
                                          ----------------------------
                                       Print Name: Patrick Chow
                                       Title:       CFO
4
EXHIBIT 10.13

                                                 FTC
                                            COMMERCIAL CORP.

As of January 1, 2006

Antik Denim, LLC.
5804 E. Slauson Avenue
Commerce, CA 90040

Ladies and Gentlemen:

This Amendment "3" to Inventory Loan Facility Agreement (this "Amendment") is entered into as of January 1,
2006 by and between FTC COMMERCIAL CORP. ("FTC", "we" or "us") and ANTIK DENIM, LLC
("Client" or "you"), with reference to the following:

A. FTC and Client are parties to an Inventory Loan Facility Agreement dated as of July 25, 2005 (as amended,
the "Facility Agreement"), the provisions of which are incorporated into this Amendment.

B. FTC and Client desire to amend the Facility Agreement, effective as of the date hereof, as set forth herein.

NOW, THEREFORE, the parties agree as follows:

1. Initially capitalized terms used herein which are not otherwise defined shall have the meanings assigned to them
in the Facility Agreement.

2. The definition of "Inventory Base" is hereby amended in its entirety to read as follows:

"Inventory Base" means up to fifty percent (50%) of the value (the lesser of cost or market) of the Company's
raw material and finished goods Inventory which FTC determines, in its sole discretion, to be eligible for inclusion
in the Inventory Base. Without limiting the generality of the foregoing, the following Inventory shall not be eligible
for inclusion in the Inventory Base if (i) such Inventory is over one hundred eighty (180) days old; (ii) such
Inventory is defective or damaged; (iii) such Inventory is not located at the Company's premises at 5804 S.
Slauson Avenue, Commerce, California 90040; (iv) such Inventory is located at any real property leased by the
Company or at any contract warehouse, unless such Inventory is subject to a collateral access agreement
acceptable to FTC and executed by the lessor or warehouseman, as the case may be, and unless such Inventory
is separately identifiable from the goods of others, if any, stored on the premises; (v) the Company does not have
good, valid, and marketable title to such Inventory; (vi) such Inventory is not subject to a valid and perfected first
priority security interest in favor of FTC; (vii) such Inventory consists of bill and hold goods or goods acquired on
consignment or (viii) such Inventory consists of work in process.

3. The first paragraph which follows the definition of "Obligations" is hereby amended in its entirety to read as
follows:
This Agreement shall confirm our mutual understanding and agreement that, subject to the terms and conditions of
the Company Agreements, and provided that no default or Event of Default under any of the Company
Agreements and no termination of the Factoring Agreement has occurred, FTC may, in its sole and absolute
discretion, extend an inventory loan facility to the Company in an aggregate principal amount outstanding at any
time not to exceed the lesser of (a) the Inventory Base or
(b) up to $2,400,000 minus (i) the aggregate amount of then outstanding inventory loans made to TAVERNITI
SO JEANS, LLC ("Taverniti") under the Inventory Loan Facility Agreement between Taverniti and FTC dated
as of October 31, 2005 (as amended, the "Taverniti Facility Agreement") and MINUS (ii) the aggregate amount
of then outstanding inventory loans made to Blue Holdings, Inc. ("BHI") under the Inventory Loan Facility
Agreement between BHI and FTC dated July 25, 2005 (as amended, the "BHI Facility Agreement"). The
interest rate charged on outstanding inventory loans under this Agreement will be the same rate charged in
Section 23 of the Factoring Agreement and will be calculated, computed and payable in accordance with the
provisions of Section 23.

4. Except as amended hereby, the Facility Agreement shall remain in full force and effect and unmodified. Client
hereby reaffirms each and every one of Client's representations, warranties and covenants under the Facility
Agreement.

5. Any reference in the Facility Agreement to "this Agreement", "herein", "hereunder" or words of similar meaning
shall mean the Facility Agreement as amended by this Amendment.

6. Client hereby represents and warrants to FTC that this Amendment has been duly authorized by all necessary
action on the part of Client and constitutes a valid and legally binding obligation of Client, enforceable against
Client in accordance with its terms.

7. This Amendment shall be governed by the laws of the State of California without regard to the conflicts of law
principles thereof.

8. The Facility Agreement, as amended by this Amendment, constitutes the entire agreement between Client and
FTC as to the subject matter hereof and may not be altered or amended except by written agreement signed by
Client and FTC. No provision hereof may be waived by FTC except upon written waiver executed by FTC.

9. This Amendment may be executed in two or more counterparts, each of which shall be deemed an original and
all of which together shall constitute one and the same instrument.

                Sincerely,                                   AGREED:

                FTC COMMERCIAL CORP.                         ANTIK DENIM, LLC



                By: /s/ Kenneth L. Wengrod                   By: /s/ Patrick Chow
                   --------------------------                   ----------------------------
                Name:   Kenneth L. Wengrod                   Name:    Patrick Chow
                Title: President                             Title:   CFO




                      AGREEMENT AND REAFFIRMATION BY GUARANTOR

The undersigned has executed a Guaranty dated October 18, 2004 (the "Guez Guaranty") in connection with the
Factoring Agreement between ANTIK DENIM, LLC (the "Company") and FTC COMMERCIAL CORP.
("FTC") dated October 18, 2004, the Inventory Loan Facility Agreement between the Company and FTC dated
July 25, 2005 and various related instruments and documents (collectively, the "Company

                                                         2
Agreements"). The undersigned agrees that the Guez Guaranty shall apply to all obligations of the Company
under the above Amendment and the Company Agreements.

The undersigned hereby reaffirms the Guez Guaranty and agrees that no provisions of the above Amendment
shall in any way limit any of the terms or provisions of the Guez Guaranty or any other documents executed by
the undersigned in favor of FTC, all of which are hereby ratified and affirmed and the same shall continue in full
force and effect in accordance with the provisions hereof.

                                         /s/ Paul Guez
                                         ----------------------------
                                         Paul Guez




                      AGREEMENT AND REAFFIRMATION BY GUARANTOR

The undersigned has executed a Guaranty dated October 18, 2004 (the "Trust Guaranty") in connection with the
Factoring Agreement between ANTIK DENIM, LLC (the "Company") and FTC COMMERCIAL CORP.
("FTC") dated October 18, 2004, the Inventory Loan Facility Agreement between the Company and FTC dated
July 25, 2005 and various related instruments and documents (collectively, the "Company Agreements"). The
undersigned agrees that the Trust Guaranty shall apply to all obligations of the Company under the above
Amendment and the Company Agreements.

The undersigned hereby reaffirms the Trust Guaranty and agrees that no provisions of the above Amendment
shall in any way limit any of the terms or provisions of the Trust Guaranty or any other documents executed by
the undersigned in favor of FTC, all of which are hereby ratified and affirmed and the same shall continue in full
force and effect in accordance with the provisions hereof.

The Paul and Elizabeth Guez Living Trust dated February 13, 1998

                                         /s/ Paul Guez
                                         ----------------------------
                                         Paul Guez, Trustee

                                         /s/ Elizabeth Guez
                                         ----------------------------
                                         Elizabeth Guez, Trustee




                      AGREEMENT AND REAFFIRMATION BY GUARANTOR

The undersigned has executed a Guaranty dated July 25, 2005 (the "BHI Guaranty") in connection with the
Factoring Agreement between ANTIK DENIM, LLC (the "Company") and FTC COMMERCIAL CORP.
("FTC") dated October 18, 2004, the Inventory Loan Facility Agreement between the Company and FTC dated
July 25, 2005 and various related instruments and documents (collectively, the "Company Agreements"). The
undersigned agrees that the BHI Guaranty shall apply to all obligations of the Company under the above
Amendment and the Company Agreements and that such obligations shall be secured by a first lien on and
security interest in all of the assets of the undersigned in which the undersigned has granted FTC a security
interest.

The undersigned hereby reaffirms the BHI Guaranty and agrees that no provisions of the above Amendment shall
in any way limit any of the terms or provisions of the BHI Guaranty or any other documents executed by the
undersigned in favor of FTC, all of which are hereby ratified and affirmed and the same shall continue in full force
and effect in accordance with the provisions hereof.

                                           BLUE HOLDINGS, INC.

                                       By: /s/ Patrick Chow
                                          ----------------------------
                                       Print Name: Patrick Chow
Title:   CFO




           3
                      AGREEMENT AND REAFFIRMATION BY GUARANTOR

The undersigned has executed a Guaranty dated as of October 31, 2005 (the "Taverniti Guaranty") in connection
with the Factoring Agreement between ANTIK DENIM, LLC (the "Company") and FTC COMMERCIAL
CORP. ("FTC") dated October 18, 2004, the Inventory Loan Facility Agreement dated July 25, 2005 and
various related instruments and documents (collectively, the "Company Agreements"). The undersigned agrees
that the Taverniti Guaranty shall apply to all obligations of the Company under the above Amendment and the
Company Agreements and that such obligations shall be secured by a first lien on and security interest in all of the
assets of the undersigned in which the undersigned has granted FTC a security interest.

The undersigned hereby reaffirms the Taverniti Guaranty and agrees that no provisions of the above Amendment
shall in any way limit any of the terms or provisions of the Taverniti Guaranty or any other documents executed by
the undersigned in favor of FTC, all of which are hereby ratified and affirmed and the same shall continue in full
force and effect in accordance with the provisions hereof.

                                        TAVERNITI SO JEANS, LLC

                                       By: /s/ Patrick Chow
                                          ----------------------------
                                       Print Name: Patrick Chow
                                       Title:       CFO




                                                         4
EXHIBIT 10.14

                                                 FTC
                                            COMMERCIAL CORP.

As of January 1, 2006

                                         TAVERNITI SO JEANS, LLC

5804 E. Slauson Avenue
Commerce, CA 90040

Ladies and Gentlemen:

This Amendment "1" to Inventory Loan Facility Agreement (this "Amendment") is entered into as of January 1,
2006 by and between FTC COMMERCIAL CORP. ("FTC", "we" or "us") and TAVERNITI SO JEANS,
LLC ("Client" or "you"), with reference to the following:

A. FTC and Client are parties to an Inventory Loan Facility Agreement dated as of October 31, 2005 (as
amended, the "Facility Agreement"), the provisions of which are incorporated into this Amendment.

B. FTC and Client desire to amend the Facility Agreement, effective as of the date hereof, as set forth herein.

NOW, THEREFORE, the parties agree as follows:

1. Initially capitalized terms used herein which are not otherwise defined shall have the meanings assigned to them
in the Facility Agreement.

2. The definition of "Inventory Base" is hereby amended in its entirety to read as follows:

"Inventory Base" means up to fifty percent (50%) of the value (the lesser of cost or market) of the Company's
raw material and finished goods Inventory which FTC determines, in its sole discretion, to be eligible for inclusion
in the Inventory Base. Without limiting the generality of the foregoing, the following Inventory shall not be eligible
for inclusion in the Inventory Base if (i) such Inventory is over one hundred eighty (180) days old; (ii) such
Inventory is defective or damaged; (iii) such Inventory is not located at the Company's premises at 5804 S.
Slauson Avenue, Commerce, California 90040; (iv) such Inventory is located at any real property leased by the
Company or at any contract warehouse, unless such Inventory is subject to a collateral access agreement
acceptable to FTC and executed by the lessor or warehouseman, as the case may be, and unless such Inventory
is separately identifiable from the goods of others, if any, stored on the premises; (v) the Company does not have
good, valid, and marketable title to such Inventory; (vi) such Inventory is not subject to a valid and perfected first
priority security interest in favor of FTC; (vii) such Inventory consists of bill and hold goods or goods acquired on
consignment or (viii) such Inventory consists of work in process.

3. The first sentence of the first paragraph following the definition of "Obligations" is hereby amended in its
entirety to read as follows:
This Agreement shall confirm our mutual understanding and agreement that, subject to the terms and conditions of
the Company Agreements, and provided that no default or Event of Default under any of the Company
Agreements and no termination of the Factoring Agreement has occurred, FTC may, in its sole and absolute
discretion, extend an inventory loan facility to the Company in an aggregate principal amount outstanding at any
time not to exceed the lesser of (a) the Inventory Base or
(b) up to $2,400,000 MINUS (i) the aggregate amount of then outstanding loans made to Antik Denim, LLC
("Antik") under the Inventory Loan Facility Agreement between Antik and FTC dated July 25, 2005 (the "Antik
Facility Agreement") and MINUS (ii) the aggregate amount of then outstanding loans made to Blue Holdings, Inc.
("BHI") under the Inventory Loan Facility Agreement between BHI and FTC dated July 25, 2005 (the "BHI
Facility Agreement").

4. Except as amended hereby, the Facility Agreement shall remain in full force and effect and unmodified. Client
hereby reaffirms each and every one of Client's representations, warranties and covenants under the Facility
Agreement.

5. Any reference in the Facility Agreement to "this Agreement", "herein", "hereunder" or words of similar meaning
shall mean the Facility Agreement as amended by this Amendment.

6. Client hereby represents and warrants to FTC that this Amendment has been duly authorized by all necessary
action on the part of Client and constitutes a valid and legally binding obligation of Client, enforceable against
Client in accordance with its terms.

7. This Amendment shall be governed by the laws of the State of California without regard to the conflicts of law
principles thereof.

8. The Facility Agreement, as amended by this Amendment, constitutes the entire agreement between Client and
FTC as to the subject matter hereof and may not be altered or amended except by written agreement signed by
Client and FTC. No provision hereof may be waived by FTC except upon written waiver executed by FTC.

9. This Amendment may be executed in two or more counterparts, each of which shall be deemed an original and
all of which together shall constitute one and the same instrument.

                Sincerely,                                   AGREED:

                FTC COMMERCIAL CORP.                         TAVERNITI SO JEANS, LLC



                By: /s/ Kenneth L. Wengrod                   By: /s/ Patrick Chow
                   --------------------------                   ----------------------------
                Name:   Kenneth L. Wengrod                   Name:    Patrick Chow
                Title: President                             Title:   CFO




                      AGREEMENT AND REAFFIRMATION BY GUARANTOR

The undersigned has executed a Guaranty dated November 22, 2004 (the "Guez Guaranty") in connection with
the Factoring Agreement between TAVERNITI SO JEANS, LLC (the "Company") and FTC COMMERCIAL
CORP. ("FTC") dated November 22, 2004, the Inventory Loan Facility Agreement between the Company and
FTC dated as of October 31, 2005 and various related instruments and documents. The undersigned agrees that
the Guez Guaranty shall apply to all obligations of the Company under the above Amendment and the Company
Agreements.

                                                         2
The undersigned hereby reaffirms the Guez Guaranty and agrees that no provisions of the above Amendment
shall in any way limit any of the terms or provisions of the Guez Guaranty or any other documents executed by
the undersigned in favor of FTC, all of which are hereby ratified and affirmed and the same shall continue in full
force and effect in accordance with the provisions hereof.

                                         /s/ Paul Guez
                                         ----------------------------
                                         Paul Guez




                      AGREEMENT AND REAFFIRMATION BY GUARANTOR

The undersigned has executed a Guaranty dated as of October 31, 2005 (the "Trust Guaranty") in connection
with the Factoring Agreement between TAVERNITI SO JEANS, LLC (the "Company") and FTC
COMMERCIAL CORP. ("FTC") dated November 22, 2004, the Inventory Loan Facility Agreement between
the Company and FTC dated as of October 31, 2005 and various related instruments and documents
(collectively, the "Company Agreements"). The undersigned agrees that the Trust Guaranty shall apply to all
obligations of the Company under the above Amendment and the Company Agreements.

The undersigned hereby reaffirms the Trust Guaranty and agrees that no provisions of the above Amendment
shall in any way limit any of the terms or provisions of the Trust Guaranty or any other documents executed by
the undersigned in favor of FTC, all of which are hereby ratified and affirmed and the same shall continue in full
force and effect in accordance with the provisions hereof.

The Paul and Elizabeth Guez Living Trust dated February 13, 1998

                                         /s/ Paul Guez
                                         ----------------------------
                                         Paul Guez, Trustee

                                         /s/ Elizabeth Guez
                                         ----------------------------
                                         Elizabeth Guez, Trustee




                      AGREEMENT AND REAFFIRMATION BY GUARANTOR

The undersigned has executed a Guaranty dated as of October 31, 2005 (the "BHI Guaranty") in connection with
the Factoring Agreement between TAVERNITI SO JEANS, LLC (the "Company") and FTC COMMERCIAL
CORP. ("FTC") dated November 22, 2004, the Inventory Loan Facility Agreement between the Company and
FTC dated as of October 31, 2005 and various related instruments and documents (collectively, the "Company
Agreements"). The undersigned agrees that the BHI Guaranty shall apply to all obligations of the Company under
the above Amendment and the Company Agreements and that such obligations shall be secured by a first lien on
and security interest in all of the assets of the undersigned in which the undersigned has granted FTC a security
interest.

The undersigned hereby reaffirms the BHI Guaranty and agrees that no provisions of the above Amendment shall
in any way limit any of the terms or provisions of the BHI Guaranty or any other documents executed by the
undersigned in favor of FTC, all of which are hereby ratified and affirmed and the same shall continue in full force
and effect in accordance with the provisions hereof.

                                           BLUE HOLDINGS, INC.

                                       By: /s/ Patrick Chow
                                          ----------------------------
                                       Print Name: Patrick Chow
                                       Title:       CFO
3
                       AGREEMENT AND REAFFIRMATION BY GUARANTOR

The undersigned has executed a Guaranty dated as of October 31, 2005 (the "Antik Guaranty") in connection
with the Factoring Agreement between TAVERNITI SO JEANS, LLC (the "Company") and FTC
COMMERCIAL CORP. ("FTC") dated November 22, 2004, the Inventory Loan Facility Agreement between
the Company and FTC dated as of October 31, 2005 and various related instruments and documents
(collectively, the "Company Agreements"). The undersigned agrees that the Antik Guaranty shall apply to all
obligations of the Company under the above Amendment and the Company Agreements and that such
obligations shall be secured by a first lien on and security interest in all of the assets of the undersigned in which
the undersigned has granted FTC a security interest.

The undersigned hereby reaffirms the Antik Guaranty and agrees that no provisions of the above Amendment
shall in any way limit any of the terms or provisions of the Antik Guaranty or any other documents executed by
the undersigned in favor of FTC, all of which are hereby ratified and affirmed and the same shall continue in full
force and effect in accordance with the provisions hereof.

                                              ANTIK DENIM, LLC

                                        By: /S/ Patrick Chow
                                           ----------------------------
                                        Print Name: Patrick Chow
                                        Title:       CFO




                                                           4
EXHIBIT 10.15

                                                   FTC
                                              COMMERCIAL CORP.

                                                     GUARANTY

Los Angeles, California

For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, TAVERNITI
SO JEANS, LLC (hereinafter referred to as "Guarantor") hereby unconditionally and irrevocably delivers this
Guaranty to FTC COMMERCIAL CORP. (hereinafter referred to as "FTC") and hereby unconditionally and
irrevocably guarantees to FTC, and any transferee of this Guaranty or of any liability guaranteed hereby, the full
and prompt payment and performance of all present and future liabilities, obligations and indebtedness of BLUE
HOLDINGS, INC. (hereinafter referred to as the "Principal") to FTC irrespective of their nature, the time they
arise, when due, whether absolute or contingent, liquidated or unliquidated, legal or equitable, whether the
Principal is liable individually or jointly or with others, and whether recovery thereof is or becomes barred by a
statute of limitations or otherwise becomes unenforceable (individually a "liability" and collectively the "liabilities").
This Guaranty is a guaranty of prompt payment and performance (and not merely a guaranty of collection). If any
liability guaranteed hereby is not paid or performed when due, Guarantor hereby agrees to and will immediately
pay or perform same, without resort by the holder thereof to any other person or party.

The liabilities include all renewals or extensions in whole or in part of any of liabilities and include all present and
future obligations and liabilities of the Principal to FTC under the Factoring Agreement dated July 25, 2005, the
Inventory Facility Agreement dated July 25, 2005 and various related instruments, documents and agreements, as
amended, modified or supplemented from time to time (hereinafter collectively and separately referred to as the
"Factoring Agreements") between FTC and the Principal and the full performance by Principal of all things to be
done by Principal pursuant to the Factoring Agreements and shall further include any and all damages, losses,
costs, interest, charges, attorney's fees and expenses of every kind, nature and description suffered or incurred by
FTC, arising in any manner out of or in any way connected with, or growing out of, the liabilities. As used herein,
the term person includes natural persons, partnerships, limited liability companies, trusts, and incorporated and
unincorporated entities and associations of every kind.

The obligation of Guarantor to FTC hereunder is primary, unlimited, absolute and unconditional. Any payment of
Guarantor hereunder may be applied to any of the liabilities which FTC may choose. The obligation of Guarantor
hereunder is in addition to and shall not prejudice or be prejudiced by any other agreement, instrument, surety,
security or guaranty (including any agreement, instrument, surety or guaranty signed by Guarantor) which FTC
may now or hereafter hold relative to any of the liabilities. Guarantor, if more than one, shall be jointly and
severally liable hereunder and the term "Guarantor" wherever used herein shall mean Guarantor or any one or
more of them. Any entity signing this Guaranty shall be bound hereby, whether or not any other entity signs this
Guaranty at any time.

FTC and Guarantor acknowledge that there may be future advances by FTC to the Principal (although FTC may
be under no obligation to make such advances) and that the number and amount of the liabilities are unlimited and
may fluctuate from time to time hereafter. Guarantor expressly agrees that Guarantor's obligation hereunder shall
remain absolute, primary and unconditional notwithstanding such future advances and fluctuations, if any, and
agree that, in any event, this Guaranty is a continuing guaranty and shall remain in force at all times hereafter,
whether there are any liabilities outstanding or not, until all originals hereof are returned to Guarantor by FTC or
until a written notice from Guarantor terminating this Guaranty has been received and acknowledged by FTC, but
such termination shall not release Guarantor from liability for payment of (i) any and all liabilities (as hereinbefore
defined) then in existence, (ii) any renewals or extensions thereof, in whole or in part, whether such renewals or
extensions are made before or after such termination, and (iii) any damages, losses, costs, interest, charges,
attorney's fees or expenses then or thereafter incurred in connection with said liabilities or any renewals or
extensions thereof.

As security for the payment of the liabilities and the obligations of Guarantor hereunder, Guarantor hereby assigns
and grants a security interest to FTC in (i) any existing or hereafter created lien or security interest in favor of
Guarantor in any property of the Principal; and (ii) all property of Guarantor in or coming into the possession,
control, or custody of FTC, or in which FTC

                                              1
has or hereafter acquires a lien, security interest, or other right. Guarantor hereby agrees that any rights Guarantor
may now or hereafter have in any collateral securing any of the liabilities or against the Principal or any property
of the Principal, including rights arising by virtue of subrogation or otherwise, shall be subordinate and junior to
FTC's rights to said collateral or property and to FTC's indefeasible right to the prior payment of the liabilities.
Guarantor further authorizes FTC, without notice or demand, to apply any indebtedness due or to become due to
Guarantor from FTC in satisfaction of any of the liabilities and Guarantor's obligations hereunder, including, but
not limited to, the right to set-off against any deposits of Guarantor with FTC.

Guarantor hereby consents and agrees that, at any time or times, without notice to or further approval of
Guarantor or the Principal, and without in any way affecting the obligations of Guarantor hereunder, FTC may,
with or without consideration, (i) release, compromise, or agree not to sue, in whole or in part, the Principal,
Guarantor or any other obligor, guarantor, endorser or surety of the Factoring Agreements any of the liabilities;
(ii) waive, rescind, renew, extend, modify, increase, decrease, delete, terminate, amend; or accelerate in
accordance with its terms, either in whole or in part, the Factoring Agreements or any of the terms thereof, any of
the liabilities, or any agreement, covenant, condition, or obligation of or with the Principal, Guarantor, or any
other obligor, guarantor, endorser or surety upon the Factoring Agreements and any of the liabilities; and (iii)
apply any payment received from the Principal, Guarantor or any other obligor, guarantor, endorser or surety
upon any of the liabilities to any of the liabilities which FTC may choose.

Guarantor hereby consents and agrees that FTC may at any time, either with or without consideration, surrender,
release or receive any property or other security of any kind or nature whatsoever held by FTC or any person on
its behalf or for its account securing any indebtedness of the Principal or any liability, or substitute any collateral
so held by FTC for other collateral of like kind, or of any kind, without notice to or further consent from
Guarantor, and such surrender, receipt, release or substitution shall not in any way affect the obligation of
Guarantor hereunder. FTC shall have full authority to adjust, compromise and receive less than the amount due
upon any such collateral, and may enter into any accord and satisfaction agreement with respect to the same as
may seem advisable to FTC without affecting the obligation of Guarantor hereunder, which shall remain absolute,
primary and unconditional. FTC shall be under no duty to undertake to collect upon such collateral or any part
thereof, and shall not be liable for any negligence or mistake in judgment in handling, disposing of, obtaining, or
failing to collect upon, or perfecting a security interest in, any such collateral. The obligation of Guarantor to FTC
hereunder shall remain absolute and unconditional notwithstanding any failure to perfect or to realize upon any
security interest or collateral securing any of the liabilities, including but not limited to any security interest granted
by Guarantor or the Principal's liabilities under the Factoring Agreements, and notwithstanding the
unenforceability of all or any part of the Factoring Agreements and any of the liabilities.

This Guaranty covers all liabilities to FTC actually or purported to be made on behalf of the Principal by any
officer, agent or partner of said Principal, without regard to the actual authority of such officer, agent or partner to
bind the Principal, and without regard to the capacity of the Principal or whether the organization or charter of the
Principal is in any way defective.

Guarantor hereby waives notice of acceptance of this Guaranty and the Factoring Agreements, and of the
creation, extension or renewal of any liability of the Principal to which either relates and of any default by the
Principal. Guarantor hereby waives presentment, demand, protests and notice of dishonor of any of the liabilities,
and hereby waive any failure to promptly commence suit against any party thereto or liable thereon and give any
notice to or make any claim or demand upon Guarantor or the Principal. No act, failure to act, or omission of any
kind on the part of Guarantor, the Principal, FTC or any other person shall be a legal or equitable discharge or
release of Guarantor from their obligations hereunder unless agreed to hereafter in writing by FTC. This Guaranty
shall not be affected by any change which may arise by reason of the dissolution, liquidation, merger,
consolidation, reorganization or death of Guarantor, or of any member of Guarantor, or of the Principal.
Guarantor further agrees that this instrument shall continue to be effective or be reinstated as the case may be, if
at any time payment, or any part thereof, of the principal of or interest on any of the liabilities is rescinded or must
otherwise be restored or returned by FTC upon the insolvency, bankruptcy or reorganization of the Principal, or
otherwise, all as though such payment has not been made. All obligations of the Principal to Guarantor which
presently or in the future may exist are hereby subordinated to the liabilities.

To the maximum extent permitted by law, Guarantor waives (a) all of the rights which may be waived by a
guarantor pursuant to the provisions of Section 2856 of the Civil Code of the State of California, (b) all rights and
defenses arising out of an election of remedies (c) all rights and defenses described in Sections 2787 to 2855,
inclusive, of the Civil Code of the State of California, (d) all rights to require FTC to proceed against, enforce or
exhaust any security for the liabilities or to marshal assets or to pursue any other remedy; (e) all defenses arising
by reason of any disability or other defense of the Principal, the cessation for any reason of the liability of the
Principal, any defense that any other indemnity, guaranty or security was to be obtained, any claim that FTC has
made Guarantor's obligations more burdensome or more burdensome than the

                                                          2
Principal's obligations, and the use of any proceeds of the liabilities other than as intended or understood by
Guarantor or the Principal; (f) all notices or demands to which Guarantor may otherwise be entitled; (g) all
conditions precedent to the effectiveness of this Guaranty; (h) all rights to file a claim in connection with the
liabilities in any bankruptcy, reorganization or other insolvency proceeding involving the Principal; (i) all rights to
require FTC to enforce any of its remedies; and (j) until the liabilities are satisfied or fully paid with such payment
not subject to return: (i) all rights of subrogation, contribution, indemnification or reimbursement, (ii) all rights of
recourse to any assets or property of the Principal, or to any collateral or credit support for the liabilities, (iii) all
rights to participate in or benefit from any security or credit support FTC may have or acquire, and (iv) all rights,
remedies and defenses Guarantor may have against the Principal. Guarantor waives all rights and defenses that
Guarantor may have by reason of any election of remedies by FTC, even though such election may destroy any
rights of subrogation which Guarantor may have, and any rights or defenses Guarantor may have because the
Principal's debt or this Guaranty is secured by real property or an estate for years, including but not limited to any
rights or defenses based upon, directly or indirectly, the application of Section 580a, 580b, 580d or 726 of the
Code of Civil Procedure to any of the liabilities or this Guaranty.

This Guaranty shall bind and inure to the benefit of FTC, and its successors and assigns, and likewise shall bind
Guarantor, and its successors and assigns. FTC shall have the right at any time to assign the liabilities and this
Guaranty, without notice to or the consent of Guarantor or the Principal, and may disclose to any prospective or
actual purchaser of all or part of the liabilities any and all information FTC has or acquires concerning Guarantor,
this Guaranty, or any security for this Guaranty. Guarantor expressly agrees, acknowledges, represents and
warrants that FTC's entering into the Factoring Agreements with the Principal is a direct and significant benefit to
Guarantor.

If any legal action or actions are instituted by FTC to enforce any of its rights against Guarantor hereunder, then
Guarantor agrees to pay FTC all expenses incurred by FTC relative to such legal action or actions, including, but
not limited to, court costs and attorneys' fees, plus fifteen percent (15%) of the total amount of principal and
accrued interest then due FTC hereunder.

FTC is authorized and empowered to proceed against Guarantor without joining the Principal. All of said parties
may be sued together, or any of them may be sued separately without first or contemporaneously suing the
others. There shall be no duty or obligation upon FTC, whether by notice or otherwise, (i) to proceed against the
Principal, Guarantor, any other guarantor or surety or any security,
(ii) to initiate any proceeding or exhaust any remedy against the Principal, Guarantor, any other guarantor or
surety or any security, or (iii) to give any notice to Guarantor or the Principal, whatsoever, before bringing suit,
exercising any rights to any collateral or security, or instituting proceedings of any kind against the Principal or
Guarantor.

Guarantor hereby ratifies, confirms and adopts all the terms, conditions, agreements and stipulations of the
Factoring Agreements and all notes and other evidences of the liabilities heretofore or hereafter executed.
Without in any way limiting the generality of the foregoing, Guarantor waives and renounces any and all
exemption rights Guarantor may have under or by virtue of the Constitution or laws of California, any other state,
or the United States, as against the obligation hereby created; and Guarantor does hereby transfer, convey and
assign, and direct any trustee in Bankruptcy or receiver to deliver to FTC or holder hereof, a sufficient amount of
property or money in any exemption that may be allowed to Guarantor to pay any liability guaranteed hereby in
full and all costs of collection. Guarantor also waives and renounces any defense to any of the liabilities which
may be available to or could be asserted by the Principal, except for payment. Guarantor hereby represents and
warrants that this Guaranty has been duly authorized by Guarantor, that the person(s) executing and delivering
this Guaranty on behalf of Guarantor have full authority to do so and that this Guaranty is a valid and binding legal
obligation of Guarantor, enforceable according to its terms.

All FTC's rights and remedies are cumulative and those granted hereunder are in addition to any rights and
remedies available to FTC under law. If any provision of this Guaranty or the application thereof to any person or
circumstances shall, to any extent, be invalid or unenforceable, the remainder of this Guaranty or the application
of such provision to persons or circumstances other than those as to which this Guaranty is held invalid or
unenforceable shall not be affected thereby, and each provision of this Guaranty shall be valid and enforceable to
the full extent permitted by law. The failure or forbearance of FTC to exercise any right hereunder, or otherwise
granted to FTC by law or another agreement, shall not affect the obligation of Guarantor hereunder and shall not
constitute a waiver of said right. This Guaranty contains the entire agreement between the parties, and no
provision hereof may be waived, modified, or altered except by a writing executed by Guarantor and FTC. There
is no understanding that any person other than or in addition to Guarantor shall execute this Guaranty.

GUARANTOR'S EXECUTION OF THIS GUARANTY WAS NOT BASED UPON ANY FACTS OR
MATERIALS PROVIDED BY FTC, NOR WAS GUARANTOR INDUCED TO EXECUTE THIS
GUARANTY BY ANY REPRESENTATION, STATEMENT OR ANALYSIS MADE BY FTC.
GUARANTOR ACKNOWLEDGES AND

                                                     3
AGREES THAT GUARANTOR ASSUMES SOLE RESPONSIBILITY FOR INDEPENDENTLY
OBTAINING ANY INFORMATION OR REPORTS DEEMED ADVISABLE BY GUARANTOR WITH
REGARD TO THE PRINCIPAL OR GUARANTOR, AND GUARANTOR AGREES TO RELY SOLELY
ON THE INFORMATION OR REPORTS SO OBTAINED IN REACHING ANY DECISION TO
EXECUTE OR NOT TO TERMINATE THIS GUARANTY. GUARANTOR ACKNOWLEDGES AND
AGREES THAT FTC IS AND SHALL BE UNDER NO OBLIGATION NOW OR IN THE FUTURE TO
FURNISH ANY INFORMATION TO GUARANTOR CONCERNING THE PRINCIPAL OR THE
LIABILITIES, AND THAT FTC DOES NOT AND SHALL NOT BE DEEMED IN THE FUTURE TO
WARRANT THE ACCURACY OF ANY INFORMATION OR REPRESENTATION CONCERNING
THE PRINCIPAL, GUARANTOR OR ANY OTHER PERSON WHICH MAY INDUCE GUARANTOR
TO EXECUTE OR NOT TO TERMINATE THIS GUARANTY.

This Guaranty and its performance, interpretation and enforcement shall in all respects be governed by the law of
the State of California, without regard to its conflicts of laws principles. Guarantor consents to the jurisdiction of
the state or federal courts located in California.

GUARANTOR AND FTC HEREBY WAIVE TRIAL BY JURY IN ANY ACTION, PROCEEDING,
COUNTERCLAIM OR CROSS-CLAIM BROUGHT BY OR AGAINST GUARANTOR OR FTC ON
ANY MATTERS WHATSOEVER, IN CONTRACT OR IN TORT, ARISING OUT OF OR IN ANY
WAY CONNECTED WITH THIS GUARANTY. GUARANTOR AND FTC DESIRE THAT THEIR
DISPUTES BE RESOLVED BY A JUDGE APPLYING APPLICABLE STATE AND FEDERAL LAWS.
THEREFORE, TO ACHIEVE THE BEST COMBINATION OF THE BENEFITS OF THE JUDICIAL
SYSTEM AND OF ARBITRATION, GUARANTOR AND FTC AGREE THAT A JUDICIAL REFEREE
WILL BE APPOINTED UNDER CALIFORNIA CODE OF CIVIL PROCEDURE SECTION 631 TO
DETERMINE ANY FACTUAL ISSUES IN ANY ACTION, SUIT, OR PROCEEDING BROUGHT TO
RESOLVE ANY DISPUTE, WHETHER ARISING IN CONTRACT, TORT, OR OTHERWISE
BETWEEN GUARANTOR AND FTC ARISING OUT OF, CONNECTED WITH, RELATED OR
INCIDENTAL TO THIS GUARANTY, THE RELATIONSHIP ESTABLISHED BETWEEN THEM IN
CONNECTION HEREWITH OR THE TRANSACTIONS RELATED THERETO. GUARANTOR AND
FTC SHALL SELECT A SINGLE NEUTRAL REFEREE, WHO SHALL BE A RETIRED STATE OR
FEDERAL JUDGE WITH AT LEAST FIVE YEARS OF JUDICIAL EXPERIENCE IN CIVIL MATTERS.
IN THE EVENT THAT GUARANTOR AND FTC CANNOT AGREE UPON A REFEREE, THE
REFEREE SHALL BE APPOINTED BY THE COURT. GUARANTOR AND FTC SHALL EQUALLY
BEAR THE FEES AND EXPENSES OF THE REFEREE UNLESS THE REFEREE OTHERWISE
PROVIDES IN THE STATEMENT OF DECISION.

IN WITNESS HEREOF and in agreement hereto Guarantor has by its duly authorized person(s) executed this
Guaranty on this as of the 31st day of October, 2005.

                                         TAVERNITI SO JEANS, LLC

                                 By:   /s/ Patrick Chow
                                    ---------------------------------------
                                 Print Name: Patrick Chow
                                 Title:       CFO




ACCEPTED:

FTC COMMERCIAL CORP.

                                      By:    /s/ Kenneth L. Wengrod
                                             ---------------------------
                                      Name: Kenneth L. Wengrod
                                      Title: President




                                                          4
EXHIBIT 10.16

                                                  FTC
                                             COMMERCIAL CORP.

                                                    GUARANTY

Los Angeles, California

For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, TAVERNITI
SO JEANS, LLC (hereinafter referred to as "Guarantor") hereby unconditionally and irrevocably delivers this
Guaranty to FTC COMMERCIAL CORP. (hereinafter referred to as "FTC") and hereby unconditionally and
irrevocably guarantees to FTC, and any transferee of this Guaranty or of any liability guaranteed hereby, the full
and prompt payment and performance of all present and future liabilities, obligations and indebtedness of ANTIK
DENIM, LLC (hereinafter referred to as the "Principal") to FTC irrespective of their nature, the time they arise,
when due, whether absolute or contingent, liquidated or unliquidated, legal or equitable, whether the Principal is
liable individually or jointly or with others, and whether recovery thereof is or becomes barred by a statute of
limitations or otherwise becomes unenforceable (individually a "liability" and collectively the "liabilities"). This
Guaranty is a guaranty of prompt payment and performance (and not merely a guaranty of collection). If any
liability guaranteed hereby is not paid or performed when due, Guarantor hereby agrees to and will immediately
pay or perform same, without resort by the holder thereof to any other person or party.

The liabilities include all renewals or extensions in whole or in part of any of liabilities and include all present and
future obligations and liabilities of the Principal to FTC under the Factoring Agreement dated October 18, 2004,
the Inventory Facility Agreement dated July 25, 2005 and various related instruments, documents and
agreements, as amended, modified or supplemented from time to time (hereinafter collectively and separately
referred to as the "Factoring Agreements") between FTC and the Principal and the full performance by Principal
of all things to be done by Principal pursuant to the Factoring Agreements and shall further include any and all
damages, losses, costs, interest, charges, attorney's fees and expenses of every kind, nature and description
suffered or incurred by FTC, arising in any manner out of or in any way connected with, or growing out of, the
liabilities. As used herein, the term person includes natural persons, partnerships, limited liability companies,
trusts, and incorporated and unincorporated entities and associations of every kind.

The obligation of Guarantor to FTC hereunder is primary, unlimited, absolute and unconditional. Any payment of
Guarantor hereunder may be applied to any of the liabilities which FTC may choose. The obligation of Guarantor
hereunder is in addition to and shall not prejudice or be prejudiced by any other agreement, instrument, surety,
security or guaranty (including any agreement, instrument, surety or guaranty signed by Guarantor) which FTC
may now or hereafter hold relative to any of the liabilities. Guarantor, if more than one, shall be jointly and
severally liable hereunder and the term "Guarantor" wherever used herein shall mean Guarantor or any one or
more of them. Any entity signing this Guaranty shall be bound hereby, whether or not any other entity signs this
Guaranty at any time.

FTC and Guarantor acknowledge that there may be future advances by FTC to the Principal (although FTC may
be under no obligation to make such advances) and that the number and amount of the liabilities are unlimited and
may fluctuate from time to time hereafter. Guarantor expressly agrees that Guarantor's obligation hereunder shall
remain absolute, primary and unconditional notwithstanding such future advances and fluctuations, if any, and
agree that, in any event, this Guaranty is a continuing guaranty and shall remain in force at all times hereafter,
whether there are any liabilities outstanding or not, until all originals hereof are returned to Guarantor by FTC or
until a written notice from Guarantor terminating this Guaranty has been received and acknowledged by FTC, but
such termination shall not release Guarantor from liability for payment of (i) any and all liabilities (as hereinbefore
defined) then in existence, (ii) any renewals or extensions thereof, in whole or in part, whether such renewals or
extensions are made before or after such termination, and (iii) any damages, losses, costs, interest, charges,
attorney's fees or expenses then or thereafter incurred in connection with said liabilities or any renewals or
extensions thereof.

As security for the payment of the liabilities and the obligations of Guarantor hereunder, Guarantor hereby assigns
and grants a security interest to FTC in (i) any existing or hereafter created lien or security interest in favor of
Guarantor in any property of the Principal; and (ii) all property of Guarantor in or coming into the possession,
control, or custody of FTC, or in which FTC

                                              1
has or hereafter acquires a lien, security interest, or other right. Guarantor hereby agrees that any rights Guarantor
may now or hereafter have in any collateral securing any of the liabilities or against the Principal or any property
of the Principal, including rights arising by virtue of subrogation or otherwise, shall be subordinate and junior to
FTC's rights to said collateral or property and to FTC's indefeasible right to the prior payment of the liabilities.
Guarantor further authorizes FTC, without notice or demand, to apply any indebtedness due or to become due to
Guarantor from FTC in satisfaction of any of the liabilities and Guarantor's obligations hereunder, including, but
not limited to, the right to set-off against any deposits of Guarantor with FTC.

Guarantor hereby consents and agrees that, at any time or times, without notice to or further approval of
Guarantor or the Principal, and without in any way affecting the obligations of Guarantor hereunder, FTC may,
with or without consideration, (i) release, compromise, or agree not to sue, in whole or in part, the Principal,
Guarantor or any other obligor, guarantor, endorser or surety of the Factoring Agreements any of the liabilities;
(ii) waive, rescind, renew, extend, modify, increase, decrease, delete, terminate, amend; or accelerate in
accordance with its terms, either in whole or in part, the Factoring Agreements or any of the terms thereof, any of
the liabilities, or any agreement, covenant, condition, or obligation of or with the Principal, Guarantor, or any
other obligor, guarantor, endorser or surety upon the Factoring Agreements and any of the liabilities; and (iii)
apply any payment received from the Principal, Guarantor or any other obligor, guarantor, endorser or surety
upon any of the liabilities to any of the liabilities which FTC may choose.

Guarantor hereby consents and agrees that FTC may at any time, either with or without consideration, surrender,
release or receive any property or other security of any kind or nature whatsoever held by FTC or any person on
its behalf or for its account securing any indebtedness of the Principal or any liability, or substitute any collateral
so held by FTC for other collateral of like kind, or of any kind, without notice to or further consent from
Guarantor, and such surrender, receipt, release or substitution shall not in any way affect the obligation of
Guarantor hereunder. FTC shall have full authority to adjust, compromise and receive less than the amount due
upon any such collateral, and may enter into any accord and satisfaction agreement with respect to the same as
may seem advisable to FTC without affecting the obligation of Guarantor hereunder, which shall remain absolute,
primary and unconditional. FTC shall be under no duty to undertake to collect upon such collateral or any part
thereof, and shall not be liable for any negligence or mistake in judgment in handling, disposing of, obtaining, or
failing to collect upon, or perfecting a security interest in, any such collateral. The obligation of Guarantor to FTC
hereunder shall remain absolute and unconditional notwithstanding any failure to perfect or to realize upon any
security interest or collateral securing any of the liabilities, including but not limited to any security interest granted
by Guarantor or the Principal's liabilities under the Factoring Agreements, and notwithstanding the
unenforceability of all or any part of the Factoring Agreements and any of the liabilities.

This Guaranty covers all liabilities to FTC actually or purported to be made on behalf of the Principal by any
officer, agent or partner of said Principal, without regard to the actual authority of such officer, agent or partner to
bind the Principal, and without regard to the capacity of the Principal or whether the organization or charter of the
Principal is in any way defective.

Guarantor hereby waives notice of acceptance of this Guaranty and the Factoring Agreements, and of the
creation, extension or renewal of any liability of the Principal to which either relates and of any default by the
Principal. Guarantor hereby waives presentment, demand, protests and notice of dishonor of any of the liabilities,
and hereby waive any failure to promptly commence suit against any party thereto or liable thereon and give any
notice to or make any claim or demand upon Guarantor or the Principal. No act, failure to act, or omission of any
kind on the part of Guarantor, the Principal, FTC or any other person shall be a legal or equitable discharge or
release of Guarantor from their obligations hereunder unless agreed to hereafter in writing by FTC. This Guaranty
shall not be affected by any change which may arise by reason of the dissolution, liquidation, merger,
consolidation, reorganization or death of Guarantor, or of any member of Guarantor, or of the Principal.
Guarantor further agrees that this instrument shall continue to be effective or be reinstated as the case may be, if
at any time payment, or any part thereof, of the principal of or interest on any of the liabilities is rescinded or must
otherwise be restored or returned by FTC upon the insolvency, bankruptcy or reorganization of the Principal, or
otherwise, all as though such payment has not been made. All obligations of the Principal to Guarantor which
presently or in the future may exist are hereby subordinated to the liabilities.

To the maximum extent permitted by law, Guarantor waives (a) all of the rights which may be waived by a
guarantor pursuant to the provisions of Section 2856 of the Civil Code of the State of California, (b) all rights and
defenses arising out of an election of remedies (c) all rights and defenses described in Sections 2787 to 2855,
inclusive, of the Civil Code of the State of California, (d) all rights to require FTC to proceed against, enforce or
exhaust any security for the liabilities or to marshal assets or to pursue any other remedy; (e) all defenses arising
by reason of any disability or other defense of the Principal, the cessation for any reason of the liability of the
Principal, any defense that any other indemnity, guaranty or security was to be obtained, any claim that FTC has
made Guarantor's obligations more burdensome or more burdensome than the

                                                          2
Principal's obligations, and the use of any proceeds of the liabilities other than as intended or understood by
Guarantor or the Principal; (f) all notices or demands to which Guarantor may otherwise be entitled; (g) all
conditions precedent to the effectiveness of this Guaranty; (h) all rights to file a claim in connection with the
liabilities in any bankruptcy, reorganization or other insolvency proceeding involving the Principal; (i) all rights to
require FTC to enforce any of its remedies; and (j) until the liabilities are satisfied or fully paid with such payment
not subject to return: (i) all rights of subrogation, contribution, indemnification or reimbursement, (ii) all rights of
recourse to any assets or property of the Principal, or to any collateral or credit support for the liabilities, (iii) all
rights to participate in or benefit from any security or credit support FTC may have or acquire, and (iv) all rights,
remedies and defenses Guarantor may have against the Principal. Guarantor waives all rights and defenses that
Guarantor may have by reason of any election of remedies by FTC, even though such election may destroy any
rights of subrogation which Guarantor may have, and any rights or defenses Guarantor may have because the
Principal's debt or this Guaranty is secured by real property or an estate for years, including but not limited to any
rights or defenses based upon, directly or indirectly, the application of Section 580a, 580b, 580d or 726 of the
Code of Civil Procedure to any of the liabilities or this Guaranty.

This Guaranty shall bind and inure to the benefit of FTC, and its successors and assigns, and likewise shall bind
Guarantor, and its successors and assigns. FTC shall have the right at any time to assign the liabilities and this
Guaranty, without notice to or the consent of Guarantor or the Principal, and may disclose to any prospective or
actual purchaser of all or part of the liabilities any and all information FTC has or acquires concerning Guarantor,
this Guaranty, or any security for this Guaranty. Guarantor expressly agrees, acknowledges, represents and
warrants that FTC's entering into the Factoring Agreements with the Principal is a direct and significant benefit to
Guarantor.

If any legal action or actions are instituted by FTC to enforce any of its rights against Guarantor hereunder, then
Guarantor agrees to pay FTC all expenses incurred by FTC relative to such legal action or actions, including, but
not limited to, court costs and attorneys' fees, plus fifteen percent (15%) of the total amount of principal and
accrued interest then due FTC hereunder.

FTC is authorized and empowered to proceed against Guarantor without joining the Principal. All of said parties
may be sued together, or any of them may be sued separately without first or contemporaneously suing the
others. There shall be no duty or obligation upon FTC, whether by notice or otherwise, (i) to proceed against the
Principal, Guarantor, any other guarantor or surety or any security,
(ii) to initiate any proceeding or exhaust any remedy against the Principal, Guarantor, any other guarantor or
surety or any security, or (iii) to give any notice to Guarantor or the Principal, whatsoever, before bringing suit,
exercising any rights to any collateral or security, or instituting proceedings of any kind against the Principal or
Guarantor.

Guarantor hereby ratifies, confirms and adopts all the terms, conditions, agreements and stipulations of the
Factoring Agreements and all notes and other evidences of the liabilities heretofore or hereafter executed.
Without in any way limiting the generality of the foregoing, Guarantor waives and renounces any and all
exemption rights Guarantor may have under or by virtue of the Constitution or laws of California, any other state,
or the United States, as against the obligation hereby created; and Guarantor does hereby transfer, convey and
assign, and direct any trustee in Bankruptcy or receiver to deliver to FTC or holder hereof, a sufficient amount of
property or money in any exemption that may be allowed to Guarantor to pay any liability guaranteed hereby in
full and all costs of collection. Guarantor also waives and renounces any defense to any of the liabilities which
may be available to or could be asserted by the Principal, except for payment. Guarantor hereby represents and
warrants that this Guaranty has been duly authorized by Guarantor, that the person(s) executing and delivering
this Guaranty on behalf of Guarantor have full authority to do so and that this Guaranty is a valid and binding legal
obligation of Guarantor, enforceable according to its terms.

All FTC's rights and remedies are cumulative and those granted hereunder are in addition to any rights and
remedies available to FTC under law. If any provision of this Guaranty or the application thereof to any person or
circumstances shall, to any extent, be invalid or unenforceable, the remainder of this Guaranty or the application
of such provision to persons or circumstances other than those as to which this Guaranty is held invalid or
unenforceable shall not be affected thereby, and each provision of this Guaranty shall be valid and enforceable to
the full extent permitted by law. The failure or forbearance of FTC to exercise any right hereunder, or otherwise
granted to FTC by law or another agreement, shall not affect the obligation of Guarantor hereunder and shall not
constitute a waiver of said right. This Guaranty contains the entire agreement between the parties, and no
provision hereof may be waived, modified, or altered except by a writing executed by Guarantor and FTC. There
is no understanding that any person other than or in addition to Guarantor shall execute this Guaranty.

GUARANTOR'S EXECUTION OF THIS GUARANTY WAS NOT BASED UPON ANY FACTS OR
MATERIALS PROVIDED BY FTC, NOR WAS GUARANTOR INDUCED TO EXECUTE THIS
GUARANTY BY ANY REPRESENTATION, STATEMENT OR ANALYSIS MADE BY FTC.
GUARANTOR ACKNOWLEDGES AND

                                                     3
AGREES THAT GUARANTOR ASSUMES SOLE RESPONSIBILITY FOR INDEPENDENTLY
OBTAINING ANY INFORMATION OR REPORTS DEEMED ADVISABLE BY GUARANTOR WITH
REGARD TO THE PRINCIPAL OR GUARANTOR, AND GUARANTOR AGREES TO RELY SOLELY
ON THE INFORMATION OR REPORTS SO OBTAINED IN REACHING ANY DECISION TO
EXECUTE OR NOT TO TERMINATE THIS GUARANTY. GUARANTOR ACKNOWLEDGES AND
AGREES THAT FTC IS AND SHALL BE UNDER NO OBLIGATION NOW OR IN THE FUTURE TO
FURNISH ANY INFORMATION TO GUARANTOR CONCERNING THE PRINCIPAL OR THE
LIABILITIES, AND THAT FTC DOES NOT AND SHALL NOT BE DEEMED IN THE FUTURE TO
WARRANT THE ACCURACY OF ANY INFORMATION OR REPRESENTATION CONCERNING
THE PRINCIPAL, GUARANTOR OR ANY OTHER PERSON WHICH MAY INDUCE GUARANTOR
TO EXECUTE OR NOT TO TERMINATE THIS GUARANTY.

This Guaranty and its performance, interpretation and enforcement shall in all respects be governed by the law of
the State of California, without regard to its conflicts of laws principles. Guarantor consents to the jurisdiction of
the state or federal courts located in California.

GUARANTOR AND FTC HEREBY WAIVE TRIAL BY JURY IN ANY ACTION, PROCEEDING,
COUNTERCLAIM OR CROSS-CLAIM BROUGHT BY OR AGAINST GUARANTOR OR FTC ON
ANY MATTERS WHATSOEVER, IN CONTRACT OR IN TORT, ARISING OUT OF OR IN ANY
WAY CONNECTED WITH THIS GUARANTY. GUARANTOR AND FTC DESIRE THAT THEIR
DISPUTES BE RESOLVED BY A JUDGE APPLYING APPLICABLE STATE AND FEDERAL LAWS.
THEREFORE, TO ACHIEVE THE BEST COMBINATION OF THE BENEFITS OF THE JUDICIAL
SYSTEM AND OF ARBITRATION, GUARANTOR AND FTC AGREE THAT A JUDICIAL REFEREE
WILL BE APPOINTED UNDER CALIFORNIA CODE OF CIVIL PROCEDURE SECTION 631 TO
DETERMINE ANY FACTUAL ISSUES IN ANY ACTION, SUIT, OR PROCEEDING BROUGHT TO
RESOLVE ANY DISPUTE, WHETHER ARISING IN CONTRACT, TORT, OR OTHERWISE
BETWEEN GUARANTOR AND FTC ARISING OUT OF, CONNECTED WITH, RELATED OR
INCIDENTAL TO THIS GUARANTY, THE RELATIONSHIP ESTABLISHED BETWEEN THEM IN
CONNECTION HEREWITH OR THE TRANSACTIONS RELATED THERETO. GUARANTOR AND
FTC SHALL SELECT A SINGLE NEUTRAL REFEREE, WHO SHALL BE A RETIRED STATE OR
FEDERAL JUDGE WITH AT LEAST FIVE YEARS OF JUDICIAL EXPERIENCE IN CIVIL MATTERS.
IN THE EVENT THAT GUARANTOR AND FTC CANNOT AGREE UPON A REFEREE, THE
REFEREE SHALL BE APPOINTED BY THE COURT. GUARANTOR AND FTC SHALL EQUALLY
BEAR THE FEES AND EXPENSES OF THE REFEREE UNLESS THE REFEREE OTHERWISE
PROVIDES IN THE STATEMENT OF DECISION.

IN WITNESS HEREOF and in agreement hereto Guarantor has by its duly authorized person(s) executed this
Guaranty on this as of the 31st day of October, 2005.

                                         TAVERNITI SO JEANS, LLC

                                 By: /s/ Patrick Chow
                                    ---------------------------------------
                                 Print Name: Patrick Chow
                                 Title:       CFO




ACCEPTED:

FTC COMMERCIAL CORP.

                                      By:    /s/ Kenneth L. Wengrod
                                             ---------------------------
                                      Name: Kenneth L. Wengrod
                                      Title: President




                                                          4
EXHIBIT 10.17

                                                   FTC
                                              COMMERCIAL CORP.

                                                     GUARANTY

Los Angeles, California

For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, ANTIK
DENIM, LLC (hereinafter referred to as "Guarantor") hereby unconditionally and irrevocably delivers this
Guaranty to FTC COMMERICAL CORP. (hereinafter referred to as "FTC") and hereby unconditionally and
irrevocably guarantees to FTC, and any transferee of this Guaranty or of any liability guaranteed hereby, the full
and prompt payment and performance of all present and future liabilities, obligations and indebtedness of BLUE
HOLDINGS, INC. (hereinafter referred to as the "Principal") to FTC irrespective of their nature, the time they
arise, when due, whether absolute or contingent, liquidated or unliquidated, legal or equitable, whether the
Principal is liable individually or jointly or with others, and whether recovery thereof is or becomes barred by a
statute of limitations or otherwise becomes unenforceable (individually a "liability" and collectively the "liabilities").
This Guaranty is a guaranty of prompt payment and performance (and not merely a guaranty of collection). If any
liability guaranteed hereby is not paid or performed when due, Guarantor hereby agrees to and will immediately
pay or perform same, without resort by the holder thereof to any other person or party.

The liabilities include all renewals or extensions in whole or in part of any of liabilities and include all present and
future obligations and liabilities of the Principal to FTC under the Factoring Agreement and the Inventory Loan
Facility Agreement both of even date herewith and various related instruments, documents and agreements, as
amended, modified or supplemented from time to time (hereinafter collectively and separately referred to as the
"Factoring Agreements") between FTC and the Principal and the full performance by Principal of all things to be
done by Principal pursuant to the Factoring Agreements and shall further include any and all damages, losses,
costs, interest, charges, attorney's fees and expenses of every kind, nature and description suffered or incurred by
FTC, arising in any manner out of or in any way connected with, or growing out of, the liabilities. As used herein,
the term person includes natural persons, partnerships, limited liability companies, trusts, and incorporated and
unincorporated entities and associations of every kind.

The obligation of Guarantor to FTC hereunder is primary, unlimited, absolute and unconditional. Any payment of
Guarantor hereunder may be applied to any of the liabilities which FTC may choose. The obligation of Guarantor
hereunder is in addition to and shall not prejudice or be prejudiced by any other agreement, instrument, surety,
security or guaranty (including any agreement, instrument, surety or guaranty signed by Guarantor) which FTC
may now or hereafter hold relative to any of the liabilities. Guarantor, if more than one, shall be jointly and
severally liable hereunder and the term "Guarantor" wherever used herein shall mean the undersigned or any one
or more of them. Any entity signing this Guaranty shall be bound hereby, whether or not any other entity signs this
Guaranty at any time.

FTC and Guarantor acknowledge that there may be future advances by FTC to the Principal (although FTC may
be under no obligation to make such advances) and that the number and amount of the liabilities are unlimited and
may fluctuate from time to time hereafter. Guarantor expressly agrees that Guarantor's obligation hereunder shall
remain absolute, primary and unconditional notwithstanding such future advances and fluctuations, if any, and
agree that, in any event, this Guaranty is a continuing guaranty and shall remain in force at all times hereafter,
whether there are any liabilities outstanding or not, until all originals hereof are returned to Guarantor by FTC or
until a written notice from Guarantor terminating this Guaranty has been received and acknowledged by FTC, but
such termination shall not release Guarantor from liability for payment of (i) any and all liabilities (as hereinbefore
defined) then in existence, (ii) any renewals or extensions thereof, in whole or in part, whether such renewals or
extensions are made before or after such termination, and (iii) any damages, losses, costs, interest, charges,
attorney's fees or expenses then or thereafter incurred in connection with said liabilities or any renewals or
extensions thereof.

As security for the payment of the liabilities and the obligations of Guarantor hereunder, Guarantor hereby assign
and grant a security interest to FTC in (i) any existing or hereafter created lien or security interest in favor of
Guarantor in any property of the Principal; and (ii) all property of Guarantor in or coming into the possession,
control, or custody of FTC, or in which FTC
has or hereafter acquires a lien, security interest, or other right. Guarantor hereby agree that any rights Guarantor
may now or hereafter have in any collateral securing any of the liabilities or against the Principal or any property
of the Principal, including rights arising by virtue of subrogation or otherwise, shall be subordinate and junior to
FTC's rights to said collateral or property and to FTC's indefeasible right to the prior payment of the liabilities.
Guarantor further authorize FTC, without notice or demand, to apply any indebtedness due or to become due to
Guarantor from FTC in satisfaction of any of the liabilities and Guarantor's obligations hereunder, including, but
not limited to, the right to set-off against any deposits of Guarantor with FTC.

Guarantor hereby consents and agrees that, at any time or times, without notice to or further approval of
Guarantor or the Principal, and without in any way affecting the obligations of Guarantor hereunder, FTC may,
with or without consideration, (i) release, compromise, or agree not to sue, in whole or in part, the Principal,
Guarantor or any other obligor, guarantor, endorser or surety of the Factoring Agreements any of the liabilities;
(ii) waive, rescind, renew, extend, modify, increase, decrease, delete, terminate, amend; or accelerate in
accordance with its terms, either in whole or in part, the Factoring Agreements or any of the terms thereof, any of
the liabilities, or any agreement, covenant, condition, or obligation of or with the Principal, Guarantor, or any
other obligor, guarantor, endorser or surety upon the Factoring Agreements and any of the liabilities; and (iii)
apply any payment received from the Principal, Guarantor or any other obligor, guarantor, endorser or surety
upon any of the liabilities to any of the liabilities which FTC may choose.

Guarantor hereby consents and agrees that FTC may at any time, either with or without consideration, surrender,
release or receive any property or other security of any kind or nature whatsoever held by it or any person on its
behalf or for its account securing any indebtedness of the Principal or any liability, or substitute any collateral so
held by FTC for other collateral of like kind, or of any kind, without notice to or further consent from Guarantor,
and such surrender, receipt, release or substitution shall not in any way affect the obligation of Guarantor
hereunder. FTC shall have full authority to adjust, compromise and receive less than the amount due upon any
such collateral, and may enter into any accord and satisfaction agreement with respect to the same as may seem
advisable to FTC without affecting the obligation of Guarantor hereunder, which shall remain absolute, primary
and unconditional. FTC shall be under no duty to undertake to collect upon such collateral or any part thereof,
and shall not be liable for any negligence or mistake in judgment in handling, disposing of, obtaining, or failing to
collect upon, or perfecting a security interest in, any such collateral. The obligation of Guarantor to FTC
hereunder shall remain absolute and unconditional notwithstanding any failure to perfect or to realize upon any
security interest or collateral securing any of the liabilities, including but not limited to any security interest granted
by Guarantor or the Principal's liabilities under the Factoring Agreements, and notwithstanding the
unenforceability of all or any part of the Factoring Agreements and any of the liabilities.

This Guaranty covers all liabilities to FTC actually or purported to be made on behalf of the Principal by any
officer, agent or partner of said Principal, without regard to the actual authority of such officer, agent or partner to
bind the Principal, and without regard to the capacity of the Principal or whether the organization or charter of the
Principal is in any way defective.

Guarantor hereby waives notice of acceptance of this Guaranty and the Factoring Agreements, and of the
creation, extension or renewal of any liability of the Principal to which either relates and of any default by the
Principal. Guarantor hereby waives presentment, demand, protests and notice of dishonor of any of the liabilities,
and hereby waive any failure to promptly commence suit against any party thereto or liable thereon and give any
notice to or make any claim or demand upon Guarantor or the Principal. No act, failure to act, or omission of any
kind on the part of Guarantor, the Principal, FTC or any other person shall be a legal or equitable discharge or
release of Guarantor from their obligations hereunder unless agreed to hereafter in writing by FTC. This Guaranty
shall not be affected by any change which may arise by reason of the dissolution, liquidation, merger,
consolidation, reorganization or death of Guarantor, or of any member of Guarantor, or of the Principal.
Guarantor further agrees that this instrument shall continue to be effective or be reinstated as the case may be, if
at any time payment, or any part thereof, of the principal of or interest on any of the liabilities is rescinded or must
otherwise be restored or returned by FTC upon the insolvency, bankruptcy or reorganization of the Principal, or
otherwise, all as though such payment has not been made. All obligations of the Principal to Guarantor which
presently or in the future may exist are hereby subordinated to the liabilities.

To the maximum extent permitted by law, Guarantor waives (a) all of the rights which may be waived by a
guarantor pursuant to the provisions of Section 2856 of the Civil Code of the State of California, (b) all rights and
defenses arising out of an election of remedies (c) all rights and defenses described in Sections 2787 to 2855,
inclusive, of the Civil Code of the State of California, (d) all rights to require FTC to proceed against, enforce or
exhaust any security for the liabilities or to marshal assets or to pursue any other remedy; (e) all defenses arising
by reason of any disability or other defense of the Principal, the cessation for any reason of the liability of the
Principal, any defense that any other indemnity, guaranty or security was to be obtained, any claim that FTC

                                                          2
has made Guarantor's obligations more burdensome or more burdensome than the Principal's obligations, and the
use of any proceeds of the liabilities other than as intended or understood by Guarantor or the Principal; (f) all
notices or demands to which Guarantor may otherwise be entitled; (g) all conditions precedent to the
effectiveness of this Guaranty; (h) all rights to file a claim in connection with the liabilities in any bankruptcy,
reorganization or other insolvency proceeding involving the Principal; (i) all rights to require FTC to enforce any
of its remedies; and (j) until the liabilities are satisfied or fully paid with such payment not subject to return: (i) all
rights of subrogation, contribution, indemnification or reimbursement, (ii) all rights of recourse to any assets or
property of the Principal, or to any collateral or credit support for the liabilities, (iii) all rights to participate in or
benefit from any security or credit support FTC may have or acquire, and (iv) all rights, remedies and defenses
Guarantor may have against the Principal. Guarantor waives all rights and defenses that Guarantor may have by
reason of any election of remedies by FTC, even though such election may destroy any rights of subrogation
which Guarantor may have, and any rights or defenses Guarantor may have because the Principal's debt or this
Guaranty is secured by real property or an estate for years, including but not limited to any rights or defenses
based upon, directly or indirectly, the application of Section 580a, 580b, 580d or 726 of the Code of Civil
Procedure to any of the liabilities or this Guaranty.

This Guaranty shall bind and inure to the benefit of FTC, and its successors and assigns, and likewise shall bind
Guarantor, and its successors and assigns. FTC shall have the right at any time to assign the liabilities and this
Guaranty, without notice to or the consent of Guarantor or the Principal, and may disclose to any prospective or
actual purchaser of all or part of the liabilities any and all information FTC has or acquires concerning Guarantor,
this Guaranty, or any security for this Guaranty. Guarantor expressly agrees, acknowledges, represents and
warrants that FTC's entering into the Factoring Agreements with the Principal is a direct and significant benefit to
Guarantor.

If any legal action or actions are instituted by FTC to enforce any of its rights against Guarantor hereunder, then
Guarantor agrees to pay FTC all expenses incurred by FTC relative to such legal action or actions, including, but
not limited to, court costs and attorneys' fees, plus fifteen percent (15%) of the total amount of principal and
accrued interest then due FTC hereunder.

FTC is authorized and empowered to proceed against Guarantor without joining the Principal. All of said parties
may be sued together, or any of them may be sued separately without first or contemporaneously suing the
others. There shall be no duty or obligation upon FTC, whether by notice or otherwise, (i) to proceed against the
Principal, Guarantor, any other guarantor or surety or any security,
(ii) to initiate any proceeding or exhaust any remedy against the Principal, Guarantor, any other guarantor or
surety or any security, or (iii) to give any notice to Guarantor or the Principal, whatsoever, before bringing suit,
exercising any rights to any collateral or security, or instituting proceedings of any kind against the Principal or
Guarantor.

Guarantor hereby ratifies, confirms and adopts all the terms, conditions, agreements and stipulations of the
Factoring Agreements and all notes and other evidences of the liabilities heretofore or hereafter executed.
Without in any way limiting the generality of the foregoing, Guarantor waives and renounces any and all
exemption rights it may have under or by virtue of the Constitution or laws of California, any other state, or the
United States, as against the obligation hereby created; and Guarantor does hereby each transfer, convey and
assign, and direct any trustee in Bankruptcy or receiver to deliver to FTC or holder hereof, a sufficient amount of
property or money in any exemption that may be allowed to Guarantor to pay any liability guaranteed hereby in
full and all costs of collection. Guarantor also waives and renounces any defense to any of the liabilities which
may be available to or could be asserted by the Principal, except for payment. Guarantor hereby represents and
warrants that this Guaranty has been duly authorized by Guarantor, that the person(s) executing and delivering
this Guaranty on behalf of Guarantor have full authority to do so and that this Guaranty is a valid and binding legal
obligation of Guarantor, enforceable according to its terms.

All FTC's rights and remedies are cumulative and those granted hereunder are in addition to any rights and
remedies available to FTC under law. If any provision of this Guaranty or the application thereof to any person or
circumstances shall, to any extent, be invalid or unenforceable, the remainder of this Guaranty or the application
of such provision to persons or circumstances other than those as to which it is held invalid or unenforceable shall
not be affected thereby, and each provision of this Guaranty shall be valid and enforceable to the full extent
permitted by law. The failure or forbearance of FTC to exercise any right hereunder, or otherwise granted to it by
law or another agreement, shall not affect the obligation of Guarantor hereunder and shall not constitute a waiver
of said right. This Guaranty contains the entire agreement between the parties, and no provision hereof may be
waived, modified, or altered except by a writing executed by Guarantor and FTC. There is no understanding that
any person other than or in addition to Guarantor shall execute this Guaranty.

GUARANTOR'S EXECUTION OF THIS GUARANTY WAS NOT BASED UPON ANY FACTS OR
MATERIALS PROVIDED BY FTC, NOR WAS GUARANTOR INDUCED TO EXECUTE THIS
GUARANTY BY ANY

                                                      3
REPRESENTATION, STATEMENT OR ANALYSIS MADE BY FTC. GUARANTOR
ACKNOWLEDGES AND AGREES THAT GUARANTOR ASSUMES SOLE RESPONSIBILITY FOR
INDEPENDENTLY OBTAINING ANY INFORMATION OR REPORTS DEEMED ADVISABLE BY
GUARANTOR WITH REGARD TO THE PRINCIPAL OR GUARANTOR, AND GUARANTOR
AGREES TO RELY SOLELY ON THE INFORMATION OR REPORTS SO OBTAINED IN REACHING
ANY DECISION TO EXECUTE OR NOT TO TERMINATE THIS GUARANTY. GUARANTOR
ACKNOWLEDGES AND AGREES THAT FTC IS AND SHALL BE UNDER NO OBLIGATION NOW
OR IN THE FUTURE TO FURNISH ANY INFORMATION TO GUARANTOR CONCERNING THE
PRINCIPAL OR THE LIABILITIES, AND THAT FTC DOES NOT AND SHALL NOT BE DEEMED IN
THE FUTURE TO WARRANT THE ACCURACY OF ANY INFORMATION OR REPRESENTATION
CONCERNING THE PRINCIPAL, GUARANTOR OR ANY OTHER PERSON WHICH MAY INDUCE
GUARANTOR TO EXECUTE OR NOT TO TERMINATE THIS GUARANTY.

This Guaranty and its performance, interpretation and enforcement shall in all respects be governed by the law of
the State of California, without regard to its conflicts of laws principles. Guarantor consents to the jurisdiction of
the state or federal courts located in California.

GUARANTOR AND FTC HEREBY WAIVE TRIAL BY JURY IN ANY ACTION, PROCEEDING,
COUNTERCLAIM OR CROSS-CLAIM BROUGHT BY OR AGAINST IT ON ANY MATTERS
WHATSOEVER, IN CONTRACT OR IN TORT, ARISING OUT OF OR IN ANY WAY CONNECTED
WITH THIS GUARANTY.

IN WITNESS HEREOF and in agreement hereto Guarantor has by its duly authorized person(s) executed this
Guaranty on this ______ day of July, 2005.

                                              ANTIK DENIM, LLC

                                    By:   /s/ Paul Guez
                                         --------------------------------
                                    Print Name : Paul Guez
                                                -------------------------
                                    Title:        Manager
                                           ------------------------------




ACCEPTED:

FTC COMMERCIAL CORP.

                                          By: /s/ Kenneth L. Wengrod
                                              -------------------------
                                          Name:   Kenneth L. Wengrod
                                          Title: President




                       AGREEMENT AND REAFFIRMATION BY GUARANTOR

The undersigned has executed a Guaranty dated _____________________ (the "Guez Guaranty") in connection
with the Factoring Agreement between ANTIK DENIM, LLC ("Antik") and FTC COMMERCIAL CORP.
("FTC") dated ___________________ and various related instruments and documents. The undersigned agrees
that the Guez Guaranty shall apply to all obligations of Antik under the above Guaranty.

The undersigned hereby reaffirms the Guez Guaranty and agrees that no provisions of the above Guaranty shall in
any way limit any of the terms or provisions of the Guez Guaranty or any other documents executed by the
undersigned in favor of FTC, all of which are hereby ratified and affirmed and the same shall continue in full force
and effect in accordance with the provisions hereof.

                                          /s/ Paul Guez
                                          ----------------------------
Paul Guez




            4
EXHIBIT 10.18

                                     INDEMNITY AGREEMENT
                              FOR FACTOR AND SUPPLIER GUARANTEES

THIS INDEMNITY AGREEMENT (this "Agreement") is entered into as of January 1, 2006, between FTC
COMMERCIAL CORP. ("FTC") and Blue Holdings, Inc. (the "Client").

1. GUARANTEES. From time to time, in order to assist the Client in the purchase of goods or for other
purposes, the Client may request that FTC guarantee payment of certain obligations of the Client. The decision to
do so shall be a matter of FTC's sole discretion. In the event FTC issues any such guarantees (the "Guarantees"),
the same shall be subject to the terms and conditions of this Agreement. This Agreement supplements the
Factoring Agreement between FTC and the Client dated July 25, 2005 (as amended from time to time, the
"Factoring Agreement"), and all of the terms and provisions of the Factoring Agreement are incorporated herein
by reference. Capitalized terms used in this Agreement, which are not defined in this Agreement, shall have the
meanings set forth in the Factoring Agreement. This Agreement, the Factoring Agreement and all other present
and future documents instruments and agreements between FTC and the Client are referred to herein collectively
as the "Factoring Documents". The amount, extent, terms and conditions of the Guarantees and any documents
relating thereto, shall in all respects be determined solely by FTC and shall be subject to change, modification and
revision by FTC at any time and from time to time, in its sole discretion.

2. CHARGES. Notwithstanding any provisions to the contrary in the Factoring Agreement and unless FTC and
the Client otherwise agree in writing, the Client shall pay FTC a fee equal to one percent (1.0 %) of the face
amount of each Guarantee for each sixty (60) day period (or fraction thereof) from the date of issuance of a
Guarantee to the stated expiration date of the Guarantee; provided however, that in no event shall the fee paid for
any Guarantee be less than one hundred fifty dollars ($150.00). Said fee shall be paid and shall be fully earned
upon the issuance of the Guarantee, regardless of any subsequent payment, cancellation or termination prior to
the stated expiration date of the Guarantee. In addition, the Client shall reimburse FTC for all charges, fees and
expenses charged to FTC in connection with any Guarantee (all of which conclusive on the Client). Said fee and
all charges, fees and expenses charged to FTC in connection with any Guarantee may be charged by FTC to the
Client's account.

3. INDEMNITY. The Client unconditionally agrees to indemnify, defend and hold FTC harmless from any and
all loss, claim, liability, cost or expense, of any kind or nature, based upon, arising from or in any manner relating
to, any and all Guarantees or any transaction or occurrence relating to any or all Guarantees, and all Guarantee
Obligations (as defined below), including (without limitation) any of the foregoing arising from any errors or
omissions in connection with any Guarantee (whether caused by FTC or otherwise). The Client's unconditional
obligation to FTC hereunder shall not be modified or diminished for any reason or in any manner whatsoever.

4. GUARANTEE OBLIGATIONS. All of the Client's present and future indebtedness, liabilities, and obligations
to FTC of every nature whatsoever, however arising, fixed or contingent, due or to become due, under this
Agreement or otherwise in any manner relating to any Guarantee are referred to herein as the "Guarantee
Obligations". The Guarantee Obligations include, without limitation, the obligation of the Client to reimburse FTC
for all sums which FTC pays under or in connection with any Guarantee, all charges and expenses which may
pertain either directly or indirectly to any Guarantee, FTC's charges as herein provided, and all attorneys' fees
and all other costs and expenses. FTC shall have the right, at any time and without notice to the Client, to charge
any of the Client's factoring or other accounts with FTC with the amount of any and all Guarantee Obligations.
Without limiting the fact that the amount of advances FTC may make to the Client under the Factoring
Documents is a matter of FTC's sole discretion, FTC may reduce the amount of such advances which would
otherwise be available under the Factoring Documents by the amount of all outstanding Guarantees and
Guarantee Obligations.

5. NON-RESPONSIBILITY. If a Guarantee is issued in connection with the purchase of goods by the Client
("Goods"), FTC shall not be responsible to the Client for: the existence, character, quality, quantity, condition,
packing, value or delivery of the Goods; any difference or variation in the character, quality, quantity, condition,
packing, value or delivery of the Goods from that expressed in any document or agreement relating thereto; the
validity, sufficiency or genuineness of any documents relating to any Goods or of any endorsements thereon, even
if such documents should in fact prove to be in any or all respects invalid, insufficient, fraudulent or forged; the
time, place, manner or order in which shipment of any Goods is made; partial or incomplete shipment of any
Goods, or failure or omission to ship any or all of the Goods; any deviation from instructions relating to any
Goods; delay, default, or fraud by the shipper, vendor or anyone else in connection with any Goods or the
shipping thereof; or any breach of contract between the shipper or vendor and the Client; any other act or
omission of any kind or nature of any person with respect to, or in connection with, any Goods.

                                                         1
6. FTC'S AUTHORITY. The Client agrees that any action taken by FTC, if taken in good faith, under or in
connection with any Guarantee, shall be binding on the Client and shall not result in any liability of any kind of
FTC to the Client. FTC shall have the full right and authority (but not the obligation) to do any and all of the
following, without notice to or consent of the Client and without in any manner impairing any of the Client's
liabilities or obligations hereunder: to resolve and/or compromise any and all questions relating to any Guarantee
(including without limitation questions of non-compliance with the terms of any Guarantee); to grant any
extensions of the maturity of, time or payment for, or time of presentation of, any documents or instruments
relating to, any Guarantee; to grant any indulgence to any person in whose favor a Guarantee is issued
("Guaranteed Party") or any other person in respect of any Guarantee; and to agree to any amendments,
renewals, extensions, modifications, changes or cancellations of any of the terms or conditions of any of the
Guarantees; all in FTC's sole name and discretion, all without any notice to or any consent from the Client.

7. WAIVERS; CONSENTS. The Client hereby waives: (a) presentment for payment, notice of dishonor,
demand, protest, and notice thereof as to any instrument, and all other notices and demands to which the Client
might be entitled, including without limitation notice of all of the following: the acceptance hereof; the creation,
existence, or acquisition of any Guarantee Obligations; the amount of the Guarantee Obligations from time to time
outstanding; any fact which might increase the Client's risk; any and all agreements and arrangements between
FTC and the Guaranteed Party and any changes, modifications, or extensions thereof, and any revocation,
modification or release of any Guarantee; (b) any right to require FTC to institute suit against, or to enforce any
rights and remedies against, Guaranteed Party or any other person, or to exercise any other right or power, or
pursue any other remedy FTC may have. Neither FTC, nor any of its directors, officers, employees, agents,
attorneys or any other person affiliated with or representing FTC shall be liable for any claims, demands, losses
or damages, of any kind whatsoever, made, claimed, incurred or suffered by the Client or any other party through
the ordinary negligence of FTC, or any of its directors, officers, employees, agents, attorneys or any other person
affiliated with or representing FTC.

8. NEGATIVE COVENANTS. Without FTC's prior written approval, the Client shall not agree to any
amendments, renewals, extensions, modifications, changes or cancellations of any of the terms or conditions of
any purchase order, contract or agreement relating to any Guarantee.

9. SECURITY. All of the Guarantee Obligations are secured by all security interests previously, now or hereafter
granted by the Client to FTC, including without limitation the security interests granted in the Factoring Agreement
and the other Factoring Documents.

10. EVENT OF DEFAULT. On any failure to pay or perform any Guarantee Obligation when due, or upon the
occurrence of any default or Event of Default under the Factoring Documents, FTC shall have all of the rights and
remedies set forth in the Factoring Documents and which FTC otherwise has under applicable law, and, without
limiting the generality of the foregoing, FTC shall have the right to require the Client to deposit with FTC cash in
an amount equal to all outstanding Guarantees and Guarantee Obligations, to act as further security for all of the
Guarantee Obligations and all other present and future indebtedness, liabilities and obligations of the Client to
FTC.

11. GENERAL. This Agreement is the entire and only agreement between the Client and FTC with respect to
the subject matter hereof, and all representations, warranties, agreements, or undertakings heretofore or
contemporaneously made, which are not set forth herein, are superseded hereby. No course of dealings between
the parties, no usage of the trade, and no parol or extrinsic evidence of any nature shall be used or be relevant to
supplement or explain or modify any term or provision of this Agreement. The terms and provisions hereof may
not be waived, altered, modified, or amended except in a writing executed by the Client and a duly authorized
officer of FTC. This Agreement shall survive any termination of the Factoring Agreement or other Factoring
Documents and continue in full force and effect. Whether or not suit be instituted, the Client agrees to reimburse
FTC on demand for all attorneys' fees and all other costs and expenses incurred by FTC in enforcing this
Agreement, or arising out of or relating in any way to this Agreement or any Guarantee or the preparation or
negotiation of this Agreement or any Guarantee. Without limiting the generality of the foregoing, and in addition
thereto, the Client shall reimburse FTC on demand for all attorneys' fees and costs FTC incurs in any way relating
to the Client, a Guarantee, a Guaranteed Party or the Guarantee Obligations, in order to: obtain legal advice;
enforce or seek to enforce any of its rights; commence, intervene in, respond to, or defend any action or
proceeding; file, prosecute or defend any claim or cause of action in any action or proceeding. In the event either
FTC or the Client files any lawsuit against the other predicated on a breach of this Agreement, the prevailing
party in such action shall be entitled to recover its attorneys' fees and costs of suit from the non-prevailing party.

12. GOVERNING LAW; VENUE AND JURISDICTION. This Agreement and all acts and transactions
pursuant or relating hereto and all rights and obligations of the parties hereto shall be governed, construed, and
interpreted in accordance with the internal laws of the State of California. In order to induce FTC to accept this
Agreement, and as a material part of the consideration therefor, the Client
(i) agrees that all actions or proceedings relating directly or indirectly hereto shall, at the option of FTC, be
litigated in courts located within Los Angeles County, California, (ii) consents to the jurisdiction of any such court
and consents to the service of process in any such action or proceeding by personal delivery or any other method
permitted by law; and (iii) waives any and all rights the Client may have to transfer or change the venue of any
such action or proceeding.

                                                           2
13. MUTUAL WAIVER OF JURY TRIAL. THE CLIENT AND FTC EACH HEREBY WAIVE THE
RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING BASED UPON, ARISING OUT OF,
OR IN ANY WAY RELATING TO, THIS AGREEMENT OR ANY OTHER PRESENT OR FUTURE
INSTRUMENT OR AGREEMENT BETWEEN FTC AND THE CLIENT, OR ANY CONDUCT, ACTS
OR OMISSIONS OF FTC OR THE CLIENT OR ANY OF THEIR DIRECTORS, OFFICERS,
EMPLOYEES, AGENTS, ATTORNEYS OR ANY OTHER PERSONS AFFILIATED WITH FTC OR
THE CLIENT, IN ALL OF THE FOREGOING CASES, WHETHER SOUNDING IN CONTRACT OR
TORT OR OTHERWISE. THE CLIENT AND FTC DESIRE THAT THEIR DISPUTES BE RESOLVED
BY A JUDGE APPLYING APPLICABLE STATE AND FEDERAL LAWS. THEREFORE, TO ACHIEVE
THE BEST COMBINATION OF THE BENEFITS OF THE JUDICIAL SYSTEM AND OF
ARBITRATION, THE CLIENT AND FTC AGREE THAT A JUDICIAL REFEREE WILL BE
APPOINTED UNDER CALIFORNIA CODE OF CIVIL PROCEDURE SECTION 631 TO DETERMINE
ANY FACTUAL ISSUES IN ANY ACTION, SUIT, OR PROCEEDING BROUGHT TO RESOLVE ANY
DISPUTE, WHETHER ARISING IN CONTRACT, TORT, OR OTHERWISE BETWEEN THE CLIENT
AND FTC ARISING OUT OF, CONNECTED WITH, RELATED OR INCIDENTAL TO THIS
AGREEMENT, THE RELATIONSHIP ESTABLISHED BETWEEN THEM IN CONNECTION
HEREWITH OR THE TRANSACTIONS RELATED THERETO. THE CLIENT AND FTC SHALL
SELECT A SINGLE NEUTRAL REFEREE, WHO SHALL BE A RETIRED STATE OR FEDERAL JUDGE
WITH AT LEAST FIVE YEARS OF JUDICIAL EXPERIENCE IN CIVIL MATTERS. IN THE EVENT
THAT THE CLIENT AND FTC CANNOT AGREE UPON A REFEREE, THE REFEREE SHALL BE
APPOINTED BY THE COURT. THE CLIENT AND FTC SHALL EQUALLY BEAR THE FEES AND
EXPENSES OF THE REFEREE UNLESS THE REFEREE OTHERWISE PROVIDES IN THE
STATEMENT OF DECISION.

                                BLUE HOLDINGS, INC.

                           BY /s/ Patrick Chow
                              --------------------------
                           NAME   Patrick Chow
                                ------------------------
                           TITLE CFO
                                 -----------------------




                           FTC COMMERCIAL CORP.

                           BY  /s/ Kenneth L. Wengrod
                              --------------------------
                           NAME    Kenneth L. Wengrod
                                ------------------------
                           TITLE   President
                                 -----------------------
EXHIBIT 10.19

                                     INDEMNITY AGREEMENT
                              FOR FACTOR AND SUPPLIER GUARANTEES

THIS INDEMNITY AGREEMENT (this "Agreement") is entered into as of January 1, 2006, between FTC
COMMERCIAL CORP. ("FTC") and ANTIK DENIM, LLC. (the "Client").

1. GUARANTEES. From time to time, in order to assist the Client in the purchase of goods or for other
purposes, the Client may request that FTC guarantee payment of certain obligations of the Client. The decision to
do so shall be a matter of FTC's sole discretion. In the event FTC issues any such guarantees (the "Guarantees"),
the same shall be subject to the terms and conditions of this Agreement. This Agreement supplements the
Factoring Agreement between FTC and the Client dated October 18, 2004 (as amended from time to time, the
"Factoring Agreement"), and all of the terms and provisions of the Factoring Agreement are incorporated herein
by reference. Capitalized terms used in this Agreement, which are not defined in this Agreement, shall have the
meanings set forth in the Factoring Agreement. This Agreement, the Factoring Agreement and all other present
and future documents instruments and agreements between FTC and the Client are referred to herein collectively
as the "Factoring Documents". The amount, extent, terms and conditions of the Guarantees and any documents
relating thereto, shall in all respects be determined solely by FTC and shall be subject to change, modification and
revision by FTC at any time and from time to time, in its sole discretion.

2. CHARGES. Notwithstanding any provisions to the contrary in the Factoring Agreement and unless FTC and
the Client otherwise agree in writing, the Client shall pay FTC a fee equal to one percent (1.0 %) of the face
amount of each Guarantee for each sixty (60) day period (or fraction thereof) from the date of issuance of a
Guarantee to the stated expiration date of the Guarantee; provided however, that in no event shall the fee paid for
any Guarantee be less than one hundred fifty dollars ($150.00). Said fee shall be paid and shall be fully earned
upon the issuance of the Guarantee, regardless of any subsequent payment, cancellation or termination prior to
the stated expiration date of the Guarantee. In addition, the Client shall reimburse FTC for all charges, fees and
expenses charged to FTC in connection with any Guarantee (all of which conclusive on the Client). Said fee and
all charges, fees and expenses charged to FTC in connection with any Guarantee may be charged by FTC to the
Client's account.

3. INDEMNITY. The Client unconditionally agrees to indemnify, defend and hold FTC harmless from any and
all loss, claim, liability, cost or expense, of any kind or nature, based upon, arising from or in any manner relating
to, any and all Guarantees or any transaction or occurrence relating to any or all Guarantees, and all Guarantee
Obligations (as defined below), including (without limitation) any of the foregoing arising from any errors or
omissions in connection with any Guarantee (whether caused by FTC or otherwise). The Client's unconditional
obligation to FTC hereunder shall not be modified or diminished for any reason or in any manner whatsoever.

4. GUARANTEE OBLIGATIONS. All of the Client's present and future indebtedness, liabilities, and obligations
to FTC of every nature whatsoever, however arising, fixed or contingent, due or to become due, under this
Agreement or otherwise in any manner relating to any Guarantee are referred to herein as the "Guarantee
Obligations". The Guarantee Obligations include, without limitation, the obligation of the Client to reimburse FTC
for all sums which FTC pays under or in connection with any Guarantee, all charges and expenses which may
pertain either directly or indirectly to any Guarantee, FTC's charges as herein provided, and all attorneys' fees
and all other costs and expenses. FTC shall have the right, at any time and without notice to the Client, to charge
any of the Client's factoring or other accounts with FTC with the amount of any and all Guarantee Obligations.
Without limiting the fact that the amount of advances FTC may make to the Client under the Factoring
Documents is a matter of FTC's sole discretion, FTC may reduce the amount of such advances which would
otherwise be available under the Factoring Documents by the amount of all outstanding Guarantees and
Guarantee Obligations.

5. NON-RESPONSIBILITY. If a Guarantee is issued in connection with the purchase of goods by the Client
("Goods"), FTC shall not be responsible to the Client for: the existence, character, quality, quantity, condition,
packing, value or delivery of the Goods; any difference or variation in the character, quality, quantity, condition,
packing, value or delivery of the Goods from that expressed in any document or agreement relating thereto; the
validity, sufficiency or genuineness of any documents relating to any Goods or of any endorsements thereon, even
if such documents should in fact prove to be in any or all respects invalid, insufficient, fraudulent or forged; the
time, place, manner or order in which shipment of any Goods is made; partial or incomplete shipment of any
Goods, or failure or omission to ship any or all of the Goods; any deviation from instructions relating to any
Goods; delay, default, or fraud by the shipper, vendor or anyone else in connection with any Goods or the
shipping thereof; or any breach of contract between the shipper or vendor and the Client; any other act or
omission of any kind or nature of any person with respect to, or in connection with, any Goods.

                                                         1
6. FTC'S AUTHORITY. The Client agrees that any action taken by FTC, if taken in good faith, under or in
connection with any Guarantee, shall be binding on the Client and shall not result in any liability of any kind of
FTC to the Client. FTC shall have the full right and authority (but not the obligation) to do any and all of the
following, without notice to or consent of the Client and without in any manner impairing any of the Client's
liabilities or obligations hereunder: to resolve and/or compromise any and all questions relating to any Guarantee
(including without limitation questions of non-compliance with the terms of any Guarantee); to grant any
extensions of the maturity of, time or payment for, or time of presentation of, any documents or instruments
relating to, any Guarantee; to grant any indulgence to any person in whose favor a Guarantee is issued
("Guaranteed Party") or any other person in respect of any Guarantee; and to agree to any amendments,
renewals, extensions, modifications, changes or cancellations of any of the terms or conditions of any of the
Guarantees; all in FTC's sole name and discretion, all without any notice to or any consent from the Client.

7. WAIVERS; CONSENTS. The Client hereby waives: (a) presentment for payment, notice of dishonor,
demand, protest, and notice thereof as to any instrument, and all other notices and demands to which the Client
might be entitled, including without limitation notice of all of the following: the acceptance hereof; the creation,
existence, or acquisition of any Guarantee Obligations; the amount of the Guarantee Obligations from time to time
outstanding; any fact which might increase the Client's risk; any and all agreements and arrangements between
FTC and the Guaranteed Party and any changes, modifications, or extensions thereof, and any revocation,
modification or release of any Guarantee; (b) any right to require FTC to institute suit against, or to enforce any
rights and remedies against, Guaranteed Party or any other person, or to exercise any other right or power, or
pursue any other remedy FTC may have. Neither FTC, nor any of its directors, officers, employees, agents,
attorneys or any other person affiliated with or representing FTC shall be liable for any claims, demands, losses
or damages, of any kind whatsoever, made, claimed, incurred or suffered by the Client or any other party through
the ordinary negligence of FTC, or any of its directors, officers, employees, agents, attorneys or any other person
affiliated with or representing FTC.

8. NEGATIVE COVENANTS. Without FTC's prior written approval, the Client shall not agree to any
amendments, renewals, extensions, modifications, changes or cancellations of any of the terms or conditions of
any purchase order, contract or agreement relating to any Guarantee.

9. SECURITY. All of the Guarantee Obligations are secured by all security interests previously, now or hereafter
granted by the Client to FTC, including without limitation the security interests granted in the Factoring Agreement
and the other Factoring Documents.

10. EVENT OF DEFAULT. On any failure to pay or perform any Guarantee Obligation when due, or upon the
occurrence of any default or Event of Default under the Factoring Documents, FTC shall have all of the rights and
remedies set forth in the Factoring Documents and which FTC otherwise has under applicable law, and, without
limiting the generality of the foregoing, FTC shall have the right to require the Client to deposit with FTC cash in
an amount equal to all outstanding Guarantees and Guarantee Obligations, to act as further security for all of the
Guarantee Obligations and all other present and future indebtedness, liabilities and obligations of the Client to
FTC.

11. GENERAL. This Agreement is the entire and only agreement between the Client and FTC with respect to
the subject matter hereof, and all representations, warranties, agreements, or undertakings heretofore or
contemporaneously made, which are not set forth herein, are superseded hereby. No course of dealings between
the parties, no usage of the trade, and no parol or extrinsic evidence of any nature shall be used or be relevant to
supplement or explain or modify any term or provision of this Agreement. The terms and provisions hereof may
not be waived, altered, modified, or amended except in a writing executed by the Client and a duly authorized
officer of FTC. This Agreement shall survive any termination of the Factoring Agreement or other Factoring
Documents and continue in full force and effect. Whether or not suit be instituted, the Client agrees to reimburse
FTC on demand for all attorneys' fees and all other costs and expenses incurred by FTC in enforcing this
Agreement, or arising out of or relating in any way to this Agreement or any Guarantee or the preparation or
negotiation of this Agreement or any Guarantee. Without limiting the generality of the foregoing, and in addition
thereto, the Client shall reimburse FTC on demand for all attorneys' fees and costs FTC incurs in any way relating
to the Client, a Guarantee, a Guaranteed Party or the Guarantee Obligations, in order to: obtain legal advice;
enforce or seek to enforce any of its rights; commence, intervene in, respond to, or defend any action or
proceeding; file, prosecute or defend any claim or cause of action in any action or proceeding. In the event either
FTC or the Client files any lawsuit against the other predicated on a breach of this Agreement, the prevailing
party in such action shall be entitled to recover its attorneys' fees and costs of suit from the non-prevailing party.

12. GOVERNING LAW; VENUE AND JURISDICTION. This Agreement and all acts and transactions
pursuant or relating hereto and all rights and obligations of the parties hereto shall be governed, construed, and
interpreted in accordance with the internal laws of the State of California. In order to induce FTC to accept this
Agreement, and as a material part of the consideration therefor, the Client
(i) agrees that all actions or proceedings relating directly or indirectly hereto shall, at the option of FTC, be
litigated in courts located within Los Angeles County, California, (ii) consents to the jurisdiction of any such court
and consents to the service of process in any such action or proceeding by personal delivery or any other method
permitted by law; and (iii) waives any and all rights the Client may have to transfer or change the venue of any
such action or proceeding.

                                                           2
13. MUTUAL WAIVER OF JURY TRIAL. THE CLIENT AND FTC EACH HEREBY WAIVE THE
RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING BASED UPON, ARISING OUT OF,
OR IN ANY WAY RELATING TO, THIS AGREEMENT OR ANY OTHER PRESENT OR FUTURE
INSTRUMENT OR AGREEMENT BETWEEN FTC AND THE CLIENT, OR ANY CONDUCT, ACTS
OR OMISSIONS OF FTC OR THE CLIENT OR ANY OF THEIR DIRECTORS, OFFICERS,
EMPLOYEES, AGENTS, ATTORNEYS OR ANY OTHER PERSONS AFFILIATED WITH FTC OR
THE CLIENT, IN ALL OF THE FOREGOING CASES, WHETHER SOUNDING IN CONTRACT OR
TORT OR OTHERWISE. THE CLIENT AND FTC DESIRE THAT THEIR DISPUTES BE RESOLVED
BY A JUDGE APPLYING APPLICABLE STATE AND FEDERAL LAWS. THEREFORE, TO ACHIEVE
THE BEST COMBINATION OF THE BENEFITS OF THE JUDICIAL SYSTEM AND OF
ARBITRATION, THE CLIENT AND FTC AGREE THAT A JUDICIAL REFEREE WILL BE
APPOINTED UNDER CALIFORNIA CODE OF CIVIL PROCEDURE SECTION 631 TO DETERMINE
ANY FACTUAL ISSUES IN ANY ACTION, SUIT, OR PROCEEDING BROUGHT TO RESOLVE ANY
DISPUTE, WHETHER ARISING IN CONTRACT, TORT, OR OTHERWISE BETWEEN THE CLIENT
AND FTC ARISING OUT OF, CONNECTED WITH, RELATED OR INCIDENTAL TO THIS
AGREEMENT, THE RELATIONSHIP ESTABLISHED BETWEEN THEM IN CONNECTION
HEREWITH OR THE TRANSACTIONS RELATED THERETO. THE CLIENT AND FTC SHALL
SELECT A SINGLE NEUTRAL REFEREE, WHO SHALL BE A RETIRED STATE OR FEDERAL JUDGE
WITH AT LEAST FIVE YEARS OF JUDICIAL EXPERIENCE IN CIVIL MATTERS. IN THE EVENT
THAT THE CLIENT AND FTC CANNOT AGREE UPON A REFEREE, THE REFEREE SHALL BE
APPOINTED BY THE COURT. THE CLIENT AND FTC SHALL EQUALLY BEAR THE FEES AND
EXPENSES OF THE REFEREE UNLESS THE REFEREE OTHERWISE PROVIDES IN THE
STATEMENT OF DECISION.

                                ANTIK DENIM, LLC

                           BY  /s/ Patrick Chow
                               -------------------------
                           NAME    Patrick Chow
                                 -----------------------
                           TITLE   CFO
                                 -----------------------




                           FTC COMMERCIAL CORP.

                           BY  /s/ Kenneth L. Wengrod
                               -------------------------
                           NAME    Kenneth L. Wengrod
                                 -----------------------
                           TITLE   President
                                 -----------------------
EXHIBIT 10.20

                                     INDEMNITY AGREEMENT
                              FOR FACTOR AND SUPPLIER GUARANTEES

THIS INDEMNITY AGREEMENT (this "Agreement") is entered into as of January 1, 2006, between FTC
COMMERCIAL CORP. ("FTC") and TAVERNITI SO JEANS, LLC (the
"Client").

1. GUARANTEES. From time to time, in order to assist the Client in the purchase of goods or for other
purposes, the Client may request that FTC guarantee payment of certain obligations of the Client. The decision to
do so shall be a matter of FTC's sole discretion. In the event FTC issues any such guarantees (the "Guarantees"),
the same shall be subject to the terms and conditions of this Agreement. This Agreement supplements the
Factoring Agreement between FTC and the Client dated November 22, 2004 (as amended from time to time,
the "Factoring Agreement"), and all of the terms and provisions of the Factoring Agreement are incorporated
herein by reference. Capitalized terms used in this Agreement, which are not defined in this Agreement, shall have
the meanings set forth in the Factoring Agreement. This Agreement, the Factoring Agreement and all other
present and future documents instruments and agreements between FTC and the Client are referred to herein
collectively as the "Factoring Documents". The amount, extent, terms and conditions of the Guarantees and any
documents relating thereto, shall in all respects be determined solely by FTC and shall be subject to change,
modification and revision by FTC at any time and from time to time, in its sole discretion.

2. CHARGES. Notwithstanding any provisions to the contrary in the Factoring Agreement and unless FTC and
the Client otherwise agree in writing, the Client shall pay FTC a fee equal to one percent (1.0 %) of the face
amount of each Guarantee for each sixty (60) day period (or fraction thereof) from the date of issuance of a
Guarantee to the stated expiration date of the Guarantee; provided however, that in no event shall the fee paid for
any Guarantee be less than one hundred fifty dollars ($150.00). Said fee shall be paid and shall be fully earned
upon the issuance of the Guarantee, regardless of any subsequent payment, cancellation or termination prior to
the stated expiration date of the Guarantee. In addition, the Client shall reimburse FTC for all charges, fees and
expenses charged to FTC in connection with any Guarantee (all of which conclusive on the Client). Said fee and
all charges, fees and expenses charged to FTC in connection with any Guarantee may be charged by FTC to the
Client's account.

3. INDEMNITY. The Client unconditionally agrees to indemnify, defend and hold FTC harmless from any and
all loss, claim, liability, cost or expense, of any kind or nature, based upon, arising from or in any manner relating
to, any and all Guarantees or any transaction or occurrence relating to any or all Guarantees, and all Guarantee
Obligations (as defined below), including (without limitation) any of the foregoing arising from any errors or
omissions in connection with any Guarantee (whether caused by FTC or otherwise). The Client's unconditional
obligation to FTC hereunder shall not be modified or diminished for any reason or in any manner whatsoever.

4. GUARANTEE OBLIGATIONS. All of the Client's present and future indebtedness, liabilities, and obligations
to FTC of every nature whatsoever, however arising, fixed or contingent, due or to become due, under this
Agreement or otherwise in any manner relating to any Guarantee are referred to herein as the "Guarantee
Obligations". The Guarantee Obligations include, without limitation, the obligation of the Client to reimburse FTC
for all sums which FTC pays under or in connection with any Guarantee, all charges and expenses which may
pertain either directly or indirectly to any Guarantee, FTC's charges as herein provided, and all attorneys' fees
and all other costs and expenses. FTC shall have the right, at any time and without notice to the Client, to charge
any of the Client's factoring or other accounts with FTC with the amount of any and all Guarantee Obligations.
Without limiting the fact that the amount of advances FTC may make to the Client under the Factoring
Documents is a matter of FTC's sole discretion, FTC may reduce the amount of such advances which would
otherwise be available under the Factoring Documents by the amount of all outstanding Guarantees and
Guarantee Obligations.

5. NON-RESPONSIBILITY. If a Guarantee is issued in connection with the purchase of goods by the Client
("Goods"), FTC shall not be responsible to the Client for: the existence, character, quality, quantity, condition,
packing, value or delivery of the Goods; any difference or variation in the character, quality, quantity, condition,
packing, value or delivery of the Goods from that expressed in any document or agreement relating thereto; the
validity, sufficiency or genuineness of any documents relating to any Goods or of any endorsements thereon, even
if such documents should in fact prove to be in any or all respects invalid, insufficient, fraudulent or forged; the
time, place, manner or order in which shipment of any Goods is made; partial or incomplete shipment of any
Goods, or failure or omission to ship any or all of the Goods; any deviation from instructions relating to any
Goods; delay, default, or fraud by the shipper, vendor or anyone else in connection with any Goods or the
shipping thereof; or any breach of contract between the shipper or vendor and the Client; any other act or
omission of any kind or nature of any person with respect to, or in connection with, any Goods.

                                                           1
6. FTC'S AUTHORITY. The Client agrees that any action taken by FTC, if taken in good faith, under or in
connection with any Guarantee, shall be binding on the Client and shall not result in any liability of any kind of
FTC to the Client. FTC shall have the full right and authority (but not the obligation) to do any and all of the
following, without notice to or consent of the Client and without in any manner impairing any of the Client's
liabilities or obligations hereunder: to resolve and/or compromise any and all questions relating to any Guarantee
(including without limitation questions of non-compliance with the terms of any Guarantee); to grant any
extensions of the maturity of, time or payment for, or time of presentation of, any documents or instruments
relating to, any Guarantee; to grant any indulgence to any person in whose favor a Guarantee is issued
("Guaranteed Party") or any other person in respect of any Guarantee; and to agree to any amendments,
renewals, extensions, modifications, changes or cancellations of any of the terms or conditions of any of the
Guarantees; all in FTC's sole name and discretion, all without any notice to or any consent from the Client.

7. WAIVERS; CONSENTS. The Client hereby waives: (a) presentment for payment, notice of dishonor,
demand, protest, and notice thereof as to any instrument, and all other notices and demands to which the Client
might be entitled, including without limitation notice of all of the following: the acceptance hereof; the creation,
existence, or acquisition of any Guarantee Obligations; the amount of the Guarantee Obligations from time to time
outstanding; any fact which might increase the Client's risk; any and all agreements and arrangements between
FTC and the Guaranteed Party and any changes, modifications, or extensions thereof, and any revocation,
modification or release of any Guarantee; (b) any right to require FTC to institute suit against, or to enforce any
rights and remedies against, Guaranteed Party or any other person, or to exercise any other right or power, or
pursue any other remedy FTC may have. Neither FTC, nor any of its directors, officers, employees, agents,
attorneys or any other person affiliated with or representing FTC shall be liable for any claims, demands, losses
or damages, of any kind whatsoever, made, claimed, incurred or suffered by the Client or any other party through
the ordinary negligence of FTC, or any of its directors, officers, employees, agents, attorneys or any other person
affiliated with or representing FTC.

8. NEGATIVE COVENANTS. Without FTC's prior written approval, the Client shall not agree to any
amendments, renewals, extensions, modifications, changes or cancellations of any of the terms or conditions of
any purchase order, contract or agreement relating to any Guarantee.

9. SECURITY. All of the Guarantee Obligations are secured by all security interests previously, now or hereafter
granted by the Client to FTC, including without limitation the security interests granted in the Factoring Agreement
and the other Factoring Documents.

10. EVENT OF DEFAULT. On any failure to pay or perform any Guarantee Obligation when due, or upon the
occurrence of any default or Event of Default under the Factoring Documents, FTC shall have all of the rights and
remedies set forth in the Factoring Documents and which FTC otherwise has under applicable law, and, without
limiting the generality of the foregoing, FTC shall have the right to require the Client to deposit with FTC cash in
an amount equal to all outstanding Guarantees and Guarantee Obligations, to act as further security for all of the
Guarantee Obligations and all other present and future indebtedness, liabilities and obligations of the Client to
FTC.

11. GENERAL. This Agreement is the entire and only agreement between the Client and FTC with respect to
the subject matter hereof, and all representations, warranties, agreements, or undertakings heretofore or
contemporaneously made, which are not set forth herein, are superseded hereby. No course of dealings between
the parties, no usage of the trade, and no parol or extrinsic evidence of any nature shall be used or be relevant to
supplement or explain or modify any term or provision of this Agreement. The terms and provisions hereof may
not be waived, altered, modified, or amended except in a writing executed by the Client and a duly authorized
officer of FTC. This Agreement shall survive any termination of the Factoring Agreement or other Factoring
Documents and continue in full force and effect. Whether or not suit be instituted, the Client agrees to reimburse
FTC on demand for all attorneys' fees and all other costs and expenses incurred by FTC in enforcing this
Agreement, or arising out of or relating in any way to this Agreement or any Guarantee or the preparation or
negotiation of this Agreement or any Guarantee. Without limiting the generality of the foregoing, and in addition
thereto, the Client shall reimburse FTC on demand for all attorneys' fees and costs FTC incurs in any way relating
to the Client, a Guarantee, a Guaranteed Party or the Guarantee Obligations, in order to: obtain legal advice;
enforce or seek to enforce any of its rights; commence, intervene in, respond to, or defend any action or
proceeding; file, prosecute or defend any claim or cause of action in any action or proceeding. In the event either
FTC or the Client files any lawsuit against the other predicated on a breach of this Agreement, the prevailing
party in such action shall be entitled to recover its attorneys' fees and costs of suit from the non-prevailing party.

12. GOVERNING LAW; VENUE AND JURISDICTION. This Agreement and all acts and transactions
pursuant or relating hereto and all rights and obligations of the parties hereto shall be governed, construed, and
interpreted in accordance with the internal laws of the State of California. In order to induce FTC to accept this
Agreement, and as a material part of the consideration therefor, the Client
(i) agrees that all actions or proceedings relating directly or indirectly hereto shall, at the option of FTC, be
litigated in courts located within Los Angeles County, California, (ii) consents to the jurisdiction of any such court
and consents to the service of process in any such action or proceeding by personal delivery or any other method
permitted by law; and (iii) waives any and all rights the Client may have to transfer or change the venue of any
such action or proceeding.

                                                           2
13. MUTUAL WAIVER OF JURY TRIAL. THE CLIENT AND FTC EACH HEREBY WAIVE THE
RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING BASED UPON, ARISING OUT OF,
OR IN ANY WAY RELATING TO, THIS AGREEMENT OR ANY OTHER PRESENT OR FUTURE
INSTRUMENT OR AGREEMENT BETWEEN FTC AND THE CLIENT, OR ANY CONDUCT, ACTS
OR OMISSIONS OF FTC OR THE CLIENT OR ANY OF THEIR DIRECTORS, OFFICERS,
EMPLOYEES, AGENTS, ATTORNEYS OR ANY OTHER PERSONS AFFILIATED WITH FTC OR
THE CLIENT, IN ALL OF THE FOREGOING CASES, WHETHER SOUNDING IN CONTRACT OR
TORT OR OTHERWISE. THE CLIENT AND FTC DESIRE THAT THEIR DISPUTES BE RESOLVED
BY A JUDGE APPLYING APPLICABLE STATE AND FEDERAL LAWS. THEREFORE, TO ACHIEVE
THE BEST COMBINATION OF THE BENEFITS OF THE JUDICIAL SYSTEM AND OF
ARBITRATION, THE CLIENT AND FTC AGREE THAT A JUDICIAL REFEREE WILL BE
APPOINTED UNDER CALIFORNIA CODE OF CIVIL PROCEDURE SECTION 631 TO DETERMINE
ANY FACTUAL ISSUES IN ANY ACTION, SUIT, OR PROCEEDING BROUGHT TO RESOLVE ANY
DISPUTE, WHETHER ARISING IN CONTRACT, TORT, OR OTHERWISE BETWEEN THE CLIENT
AND FTC ARISING OUT OF, CONNECTED WITH, RELATED OR INCIDENTAL TO THIS
AGREEMENT, THE RELATIONSHIP ESTABLISHED BETWEEN THEM IN CONNECTION
HEREWITH OR THE TRANSACTIONS RELATED THERETO. THE CLIENT AND FTC SHALL
SELECT A SINGLE NEUTRAL REFEREE, WHO SHALL BE A RETIRED STATE OR FEDERAL JUDGE
WITH AT LEAST FIVE YEARS OF JUDICIAL EXPERIENCE IN CIVIL MATTERS. IN THE EVENT
THAT THE CLIENT AND FTC CANNOT AGREE UPON A REFEREE, THE REFEREE SHALL BE
APPOINTED BY THE COURT. THE CLIENT AND FTC SHALL EQUALLY BEAR THE FEES AND
EXPENSES OF THE REFEREE UNLESS THE REFEREE OTHERWISE PROVIDES IN THE
STATEMENT OF DECISION.

                           TAVERNITI SO JEANS, LLC

                           BY  /s/ Patrick Chow
                              --------------------------
                           NAME    Patrick Chow
                                ------------------------
                           TITLE   CFO
                                 -----------------------




                           FTC COMMERCIAL CORP.

                           BY /s/ Kenneth L. Wengrod
                              --------------------------
                           NAME   Kenneth L. Wengrod
                                ------------------------
                           TITLE President
                                 -----------------------




                                         3
EXHIBIT 10.21

                                 CONTINUING SECURITY AGREEMENT

                                                Dated: July 25, 2005

AS USED IN THIS AGREEMENT:

"COLLATERAL" means all right, title and interest of the Obligor in and to any and all of the following property,
whether now or hereafter existing, owned, created, or acquired and wherever located, all products and Proceeds
(including but not limited to insurance proceeds) of such property, wherever located and in whatever form, and all
books and records pertaining to such property and all other property of the Obligor in which the Creditor now or
hereafter is granted a security interest pursuant to this Agreement or otherwise:

ALL ACCOUNTS (INCLUDING, WITHOUT LIMITATION, ALL ACCOUNTS RECEIVABLE),
GENERAL INTANGIBLES (INCLUDING, WITHOUT LIMITATION, CONTRACT RIGHTS AND TAX
REFUNDS) AND ALL RETURNED OR REPOSSESSED GOODS, ALL CHATTEL PAPER
(INCLUDING, WITHOUT LIMITATION, LEASES) AND INSTRUMENTS, AND ALL INTERESTS OF
THE OBLIGOR IN ALL GUARANTEES, SECURITY AGREEMENTS AND OTHER PROPERTY
SECURING THE PAYMENT OR PERFORMANCE OF OBLIGATIONS UNDER ANY OF THE
FOREGOING.

ALL INVENTORY OF THE OBLIGOR OF EVERY DESCRIPTION (INCLUDING, WITHOUT
LIMITATION, RAW MATERIALS, WORK IN PROCESS AND FINISHED GOODS) AND ALL
DOCUMENTS (INCLUDING, WITHOUT LIMITATION, ALL DOCUMENTS OF TITLE, TRANSPORT
OR OTHERWISE) RELATING TO INVENTORY.

ALL EQUIPMENT OF EVERY DESCRIPTION (INCLUDING, WITHOUT LIMITATION, ALL MOTOR
VEHICLES, INCLUDING ALL TIRES, ACCESSORIES, SPARE AND REPAIR PARTS, AND TOOLS),
ALL RELATED RIGHT, TITLE AND INTEREST OF OBLIGOR THEREIN, ALL ADDITIONS AND
ACCESSIONS THERETO, ALL REPLACEMENTS THEREOF, ALL INSURANCE OR
CONDEMNATION PROCEEDS THEREOF, ALL DOCUMENTS COVERING ANY OF THE
FOREGOING, ALL LEASES OF ANY OF THE FOREGOING, AND ALL RENTS, REVENUES,
ISSUES, PROFITS AND PROCEEDS ARISING FROM THE SALE, LEASE, LICENSE,
ENCUMBRANCE, COLLECTION, OR ANY OTHER TEMPORARY OR PERMANENT DISPOSITION
OF ANY OF THE FOREGOING OR ANY INTEREST THEREIN.

"Collateral Location" means the following addresses where all Collateral is located:

                                          5804 E. SLAUSON AVENUE
                                            COMMERCE, CA 90040

"Obligor" means Blue Holdings, Inc. and its successors and assigns, and if more than one Person is named as
Obligor, "Obligor" shall mean each, any or all of them, and their liabilities and obligations hereunder shall be joint
and several. Obligor is a corporation organized under the laws of the state of Nevada.

In consideration of any extension of credit or other financial accommodation heretofore, now or hereafter made
by the Creditor to or for the account of the Obligor, or to or for the account of any other Person made by the
Creditor at the request of the Obligor or with respect to which the Obligor's agreements hereunder have been
required by the Creditor, and other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged by the Obligor, the Obligor agrees as follows:

1. SECURITY INTEREST; RIGHT OF SET-OFF. As security for the prompt and unconditional payment of
any and all Obligations, the Obligor does hereby grant to the Creditor a continuing lien upon and security interest
in, and does hereby pledge, assign and transfer to the Creditor, all of the Collateral. In order to secure further the
payment of the Obligations, the Creditor is hereby given a continuing lien upon and is granted a security interest in
any and all monies and any and all other property of the Obligor and the Proceeds thereof, now or hereafter
actually or constructively held or received by or in transit in any manner to or from the Creditor, its
correspondents or agents from or for the Obligor, whether for safekeeping, custody, pledge, transmission,
collection or for any other purpose (whether or not for the express purpose of being used by the Creditor as
collateral security), or coming into the possession of the Creditor or its correspondents or agents in any way, or
placed in any safe deposit box leased by the Creditor to the Obligor, and all such monies and other property shall
also constitute "Collateral" and shall be held subject to all the terms of this Agreement as collateral security for the
prompt and unconditional payment of any and all Obligations. Obligor hereby assigns and grants the Creditor a
security interest in, and the Creditor is also given a continuing lien on and/or right of set-off for the amount of the
Obligations with respect to, any and all deposits (general or special) and credits of the Obligor with, and any and
all claims of the Obligor against, the Creditor at any time existing, and the Creditor is hereby authorized at any
time or times, without
prior notice, to apply such deposit or credits, or any part thereof, to the Obligations in such amounts as the
Creditor may elect, although the Obligations may be contingent or unmatured, and whether the collateral security
therefor is deemed adequate or not.

2. REPRESENTATIONS OF OBLIGOR. The Obligor represents and warrants to the Creditor that (a) no
financing statement or other filing listing any of the Collateral as collateral is on file in any jurisdiction (other than
any financing statement filed on behalf of the Creditor, as secured party); (b) the chief executive office of the
Obligor, if any, is located at the address set forth in the space provided therefor in this Agreement; (c) all
Collateral, other than intangible property and property which is in the possession of the Creditor or its agents, is
located at the Collateral Location(s) and the Obligor has no place of business other than the chief executive office
specified herein, if any, and the Collateral Location(s); (d) the Obligor has not created and is not aware of any
Lien on or affecting any Collateral other than the Lien created by this Agreement in favor of the Creditor; (e) if
the Obligor is not a natural person, the execution, delivery and performance of this Agreement have been duly
authorized by all required corporate, limited liability company, partnership or other applicable actions of the
Obligor; (f) this Agreement constitutes a valid, binding and enforceable obligation of the Obligor; (g) the
execution, delivery and performance of this Agreement do not violate any law or any agreement or undertaking to
which the Obligor is a party or by which the Obligor may be bound and do not result in the imposition of any Lien
upon any Collateral other than the Lien in favor of the Creditor created by this Agreement; (h) all consents,
approvals, authorizations, permits and licenses necessary for the Obligor to enter and perform its obligations
under this Agreement and the Obligations and/or to conduct its business have been obtained; (i) the Obligor did
not have or conduct business under any name or trade name in any jurisdiction during the past six years other
than its name and trade names, if any, set forth on the signature page of this Agreement, and the Obligor is
entitled to use such name and trade names; and (j) the Obligor is the legal and beneficial owner of all Collateral
specifically identified on page 1 of this Agreement (alongside the box designated "Specific Property") and any
Collateral specifically identified in any rider, schedule or exhibit to this Agreement.

3. COVENANTS. Unless and until all of the Obligations have been indefeasibly paid in full and all commitments
of the Creditor to extend credit which, once extended, would give rise to Obligations, have expired or been
terminated, the Obligor shall: (a) keep the Collateral free and clear of any Lien of any kind other than the Lien
created by this Agreement; (b) promptly pay, when due, all taxes and transportation, storage, warehousing and
other charges and fees affecting or arising out of the Collateral and defend the Collateral against all claims and
demands of all Persons at any time claiming any interest therein adverse to or the same as that of the Creditor; (c)
at all times keep all insurable Collateral insured at the expense of the Obligor to the Creditor's satisfaction against
loss by fire, theft and any other risks to which the Collateral may be subject, and cause all such policies to be
endorsed in favor of the Creditor and to name the Creditor as loss payee and as an additional insured, and, if the
Creditor so requests, deposit the same with the Creditor, and cause all such policies to provide that each insurer
will give the Creditor not less than 30 days' notice in writing prior to the exercise of any right of cancellation; (d)
keep the Collateral in good condition at all times (normal wear and tear excepted) and provide the Creditor with
such information as the Creditor may from time to time request with respect to the location of the Collateral and
the Obligor's places of business; (e) give the Creditor at least 30 days' prior written notice before changing the
Obligor's name or chief executive office or changing the location or disposing of any Collateral (other than in
connection with the sale of any Inventory in the ordinary course of business); (f) subject to any other and further
restrictions contained herein, not sell or otherwise dispose of any Collateral except on commercially reasonable
terms and in the ordinary course of business; (g) permit the Creditor, by its officers and agents, to have access to,
examine and copy at all reasonable times the Collateral, properties, minute books and other corporate, limited
liability company or partnership records, books of accounts, and financial and other business records of the
Obligor (including, without limitation, all books, records, ledger cards, computer programs, tapes and computer
disks and diskettes and other property recording, evidencing or relating to any Collateral); and (h) promptly
notify the Creditor upon the occurrence of any Event of Default of which the Obligor has knowledge.

4. EVENTS OF DEFAULT. The occurrence of any of the following events shall constitute an Event of Default:
(a) the failure of the Obligor to pay when due any of the Obligations; (b) any representation or warranty of the
Obligor to the Creditor in this Agreement or any other instrument or agreement with or in favor of the Creditor
shall prove to be inaccurate or untrue; (c) the breach by the Obligor of any covenant in this Agreement or in any
other instrument or agreement with or in favor of the Creditor; (d) the Creditor shall in good faith deem itself
insecure at any time with respect to the Obligor's financial condition or ability to pay the Obligations; (e) the
Creditor shall have determined in good faith that the value of the Collateral has materially decreased after the date
of this Agreement. The occurrence of any of the
2
following events with respect to any Obligor, maker, endorser, acceptor, surety or guarantor of, or any other
party to, the Obligations or the Collateral shall also constitute an Event of Default: (aa) a default in respect of any
liabilities, obligations or agreements, present or future, absolute or contingent, secured or unsecured, matured or
unmatured, several or joint, original or acquired, of any of the Responsible Parties to or with the Creditor;
(bb) death (in the case of any of the Responsible Parties who is an individual) or dissolution (in the case of any of
the Responsible Parties which is not a natural person); (cc) death or suspension of the usual business activities of
any member of any partnership or limited liability company included in the term "the Responsible Parties"; (dd)
making, or sending a notice of, an intended bulk transfer; (ee) granting a security interest to anyone other than the
Creditor in any property including, without limitation, the rights of any of the Responsible Parties in the Collateral
or permitting such security interest to exist; (ff) suspension of payment; (gg) the whole or partial suspension or
liquidation of its usual business; (hh) failing, after demand, to furnish to the Creditor any financial information or to
permit inspection of books and records of account;
(ii) making any misrepresentation to the Creditor for the purpose of obtaining credit or an extension of credit; (jj)
failing to pay any tax, or failing to withhold, collect or remit any tax or tax deficiency when assessed or due; (kk)
failing to pay when due any obligations, whether or not in writing; (ll) making of any tax assessment by the United
States or any state or foreign country; (mm) entry of a judgment or issuance of an order of attachment or an
injunction against, or against any of the property of, any of the Responsible Parties; (nn) commencement against
any of the Responsible Parties of any proceeding for enforcement of a money judgment; (oo) if any of the
Responsible Parties or if any of the Obligations or Collateral at any time fails to comply with Regulation U of the
Federal Reserve Board or any amendments thereto; (pp) the issuance of any warrant, process or order of
attachment, garnishment or lien, and/or the filing of a Lien as a result thereof against any of the property of the
Obligor whether or not Collateral; (qq) any of the Responsible Parties challenges or institutes any proceeding, or
any proceedings are instituted, which challenge the validity, binding effect or enforceability of this Agreement; (rr)
any of the Responsible Parties makes, receives or retains any payment on account of indebtedness subordinated
to the Obligations in violation of the terms of such subordination; (ss) any of the Responsible Parties or any
partnership or limited liability company of which any of the Responsible Parties is a member is expelled from or
suspended by any stock or securities exchange or other exchange; (tt) any of the Responsible Parties shall make
an assignment for the benefit of creditors or a composition with creditors, shall be unable or admit in writing an
inability to pay its respective debts as they mature, shall file a petition in bankruptcy, shall become insolvent
(however such insolvency may be evidenced), shall be adjudicated insolvent or bankrupt, shall petition or apply
to any tribunal for the appointment of any receiver, liquidator or trustee of or for any of the Responsible Parties or
any substantial part of the property or assets of any of the Responsible Parties, shall commence any proceedings
relating to it under any bankruptcy, reorganization, arrangement, readjustment of debt, receivership, dissolution or
liquidation law or statute of any jurisdiction, whether now or hereafter in effect, or there shall be commenced
against any of the Responsible Parties any such proceeding, or any order, judgment or decree approving the
petition in any such proceeding shall be entered, or any of the Responsible Parties shall by any act or failure to act
indicate its consent to, approval of or acquiescence in any such proceeding or in the appointment of any receiver,
liquidator or trustee of or for any of the Responsible Parties or any substantial part of the property or assets of
any of the Responsible Parties, or shall suffer any such appointment, or any of the Responsible Parties shall take
any action for the purpose of effecting any of the foregoing, or any court of competent jurisdiction shall assume
jurisdiction with respect to any such proceeding or a receiver or trustee or other officer or representative of the
court or of creditors, or any court, governmental officer or agency, shall under color of legal authority, take and
hold possession of any substantial part of the Collateral or the property or assets of any of the Responsible
Parties; or (uu) the Creditor shall in good faith deem itself insecure with respect to the financial condition of any of
the Responsible Parties.

5. REMEDIES OF THE CREDITOR.

(a) After the occurrence of an Event of Default, the Creditor shall have no obligation to make further loans,
extensions of credit or other financial accommodations to or on behalf of the Obligor, anything in any other
agreement to the contrary notwithstanding.

(b) After the occurrence of an Event of Default, other than an Event of Default referred to in clause (tt) of the
second sentence of Section 4, the Creditor may declare by notice to the Obligor, any and all Obligations to be
immediately due and payable and in the case of any Event of Default referred to in clause (tt) of the second
sentence of Section 4 all of the Obligations shall automatically be and become due and payable, in either case
without presentment, demand, protest or notice of any kind, all of which are hereby waived by the Obligor,
anything in any other agreement to the contrary notwithstanding.
3
(c) After the occurrence of an Event of Default, the Creditor may, without notice to or demand (other than any
notice required by law, the giving of which is not waivable), upon the Obligor (all of which are hereby waived by
the Obligor), without releasing the Obligor from any obligation under this Agreement or any other instruments or
agreements with the Creditor and without waiving any rights the Creditor may have or impairing any declaration
of default or election to cause the Collateral to be sold or any sale proceeding predicated on the same: (i)
demand, collect or receive upon all or any part of the Collateral and assemble or require the Obligor, at the
Obligor's expense, to assemble all or any part of the Collateral and, if the Creditor so requests, the Obligor shall
assemble the Collateral and make it available to the Creditor at a place to be designated by the Creditor; (ii)
without notice, demand or other process and without charge enter any of the Obligor's premises and without
breach of peace until the Creditor completes the enforcement of its rights in the Collateral, take possession of
such premises or place custodians in exclusive control thereof, remain on such premises and use the same and
any of the Obligor's equipment for the purpose of completing any work-in-process, preparing any Collateral for
disposition and disposing of or collecting any Collateral, and in exercise of its rights under this Agreement, without
payment of compensation of any kind, use any and all trademarks, trade styles, trade names, patents, patent
applications, licenses, franchises and the like to the extent of the Obligor's rights therein and the Obligor hereby
grants a license and the right to grant sublicenses for that purpose; (iii) in such manner and to such extent as the
Creditor may deem necessary to protect the Collateral or the interests, rights, powers or duties of the Creditor,
enter into and upon any premises of the Obligor and take and hold possession of all or any part of the Collateral
(the Obligor hereby waiving and releasing any claim for damages in respect of such taking) and exclude the
Obligor and all other Persons from the Collateral, operate and manage the Collateral and rent and lease the same,
perform such reasonable acts of repair or protection as may be reasonably necessary or proper to conserve the
value of the Collateral, collect any and all income, rents, issues, profits and proceeds from the Collateral, the
same being hereby assigned and transferred to the Creditor, and from time to time apply or accumulate such
income, rents, issues, profits and proceeds in such order and manner as the Creditor, in its sole discretion, shall
instruct, it being understood that the collection or receipt of income, rents, issues, profits or proceeds from the
Collateral after declaration of default and election to cause the Collateral to be sold under and pursuant to the
terms of this Agreement shall not affect or impair any event of default or declaration of default under any
agreement or instrument between the Obligor and the Creditor or election to cause any Collateral to be sold or
any sale proceedings predicated on the same, but such proceedings may be conducted and sale effected
notwithstanding the collection or receipt of any such income, rents, issues, profits and proceeds;
(iv) take control of any and all of the Accounts, contractual or other rights that are included in the Collateral and
Proceeds arising from any such Accounts or contractual or other rights, enforce collection, either in the name of
the Creditor or in the name of the Obligor, of any or all of the Accounts, contractual and other rights that are
included in the Collateral and Proceeds by suit or otherwise, receive, receipt for, surrender, release or exchange
all or any part of such Collateral or compromise, settle, extend or renew (whether or not longer than the original
period) any indebtedness under such Collateral; (v) sell all or any part of the Collateral at public or private sale at
such place or places and at such time or times and in such manner and upon such terms, whether for cash or
credit, as the Creditor in its sole discretion may determine; (vi) endorse in the name of the Obligor any
Instrument, however received by the Creditor, representing Collateral or Proceeds of any of the Collateral; (vii)
require the Obligor to turn over, or instruct the financial institutions holding the same to turn over, all monies and
investments in any of Obligor's accounts to the Creditor; and (viii) exercise all the rights and remedies granted to
a secured party under the California Uniform Commercial Code, as amended, and all other rights and remedies
given to the Creditor under this Agreement or any other instrument or agreement or otherwise available at law or
in equity. The Creditor shall be under no obligation to make any of the payments or do any of the acts referred to
in this Section 5 or elsewhere in this Agreement and any of the actions referred to in this Section 5 or elsewhere
in this Agreement may be taken regardless of whether any notice of default or election to sell has been given
under this Agreement (provided, however, that all notices required by law, the giving of which may not be
waived, shall be given in accordance with such law) without regard to the adequacy of the security for the
Obligations.

(d) The Obligor hereby waives notice of the sale of any Collateral by the Creditor pursuant to any provision of
this Agreement or any applicable provisions of the California Uniform Commercial Code, as amended, or other
applicable law. In the event that notice of the sale of Collateral cannot be waived or the Creditor gives notice of
such sale to the Obligor, the Creditor will give the Obligor notice of the time and place of any public sale of the
Collateral or of the time after which any private sale or any other intended disposition thereof is to be made by
sending notice, as provided below, at least five days before the time of the sale or disposition, which provisions
for notice the Obligor and the Creditor agree are reasonable. No such notice need be given by the Creditor with
respect to Collateral which is perishable or threatens to decline speedily in value or is of a type customarily sold
on a recognized market.

                          4
(e) The Creditor may apply the net proceeds of any sale, lease or other disposition of Collateral, after deducting
all costs and expenses of every kind incurred thereon or incidental to the retaking, holding, preparing for sale,
selling, leasing, or the like of the Collateral or in any way relating to the rights of the Creditor thereunder, including
attorneys' fees and expenses hereinafter provided for, to the payment, in whole or in part, in such order as the
Creditor may elect, of one or more of the Obligations, whether due or not due, absolute or contingent, making
proper rebate for interest or discount on items not then due, and only after so applying such net proceeds and
after the payment by the Creditor of any other amounts required by any existing or future provision of law
(including Section 9-504(1)(c) of the Uniform Commercial Code of any jurisdiction in which any of the Collateral
may at the time be located) need the Creditor account for the surplus, if any. The Obligor shall remain liable to
the Creditor for the payment of any deficiency, with interest at the default rate provided for in the instruments, if
any, evidencing the Obligations.

(f) Whether or not an Event of Default shall have occurred, the Creditor may sell all or any part of the Collateral,
although the Obligations may be contingent or unmatured, whenever in its discretion the Creditor considers such
sale necessary for its protection. Any such sale may be made without prior demand for payment on account,
margin or additional margin or any other demands whatsoever; the making of any such demands shall not
establish a course of conduct nor constitute a waiver of the right of the Creditor to sell the Collateral as herein
provided or of the right of the Creditor to accelerate the maturity of the Obligations as herein provided.

6. ADDITIONAL RIGHTS OF THE CREDITOR AND DUTIES OF OBLIGOR REGARDING
OBLIGATIONS AND COLLATERAL.

(a) If the Obligor, as registered holder of any Collateral, shall become entitled to receive or does receive any
stock certificate, option, right, dividend or other distribution (whether payable in cash, securities or "in kind"),
whether in respect of, as an addition to, in substitution of, or in exchange for, such Collateral, or otherwise, the
Obligor agrees to accept same as the Creditor's agent and to hold same in trust for the Creditor, and to forthwith
deliver the same to the Creditor in the exact form received, with the Obligor's endorsement when necessary or
requested by the Creditor, to be held by the Creditor as Collateral.

(b) The Obligor waives protest, demand for payment, and notice of default or nonpayment to the Obligor or any
other party liable for or upon any of said Obligations or Collateral.

(c) The Obligor consents that the obligation of any party upon or of any guarantor, surety or indemnitor for any
Obligations or any Collateral may, from time to time, in whole or in part, be renewed, extended, modified,
accelerated, compromised, settled or released and that any Collateral or Liens for any Obligations may, from
time to time, in whole or in part, be exchanged, sold, released or surrendered, by the Creditor, all without any
notice to, or further assent by, or any reservation of rights against, the Obligor, and all without in any way
affecting or releasing the liability of the Obligor with respect to such Obligations or any security interest hereby
created.

(d) The Creditor shall not be liable for failure to collect or realize upon the Obligations or upon the Collateral, or
any part thereof, or for any delay in so doing, nor shall the Creditor be under any obligation to take any action
whatsoever with regard thereto. The Creditor shall use reasonable care in the custody and preservation of the
Collateral in its possession but need not take any steps to preserve rights against prior parties or to keep the
Collateral identifiable. The Creditor shall have no obligation to comply with any recording, re-recording, filing, re-
filing or other legal requirements necessary to establish or maintain the validity, priority or enforceability of, or the
Creditor's rights in and to the Collateral or any part thereof. The Creditor may exercise any right of the Obligor
with respect to any Collateral. The Creditor shall have no duty to exercise any of the aforesaid rights, privileges
or options with respect to any Collateral and shall not be responsible for any failure to do so or delay in so doing.

(e) In any statutory or non-statutory proceeding affecting the Obligor or any Collateral, the Creditor or its
nominee may, whether or not an Event of Default shall have occurred and regardless of the amount of the
Obligations, file a proof of claim for the full amount of any Collateral and vote such Claim for the full amount
thereof (i) for or against any proposal or resolution; (ii) for a trustee or trustees or for a committee of creditors;
and/or (iii) for the acceptance or rejection of any proposed arrangement, plan of reorganization, wage earners'
plan, composition or extension; and the Creditor or its nominee may receive any payment or distribution and give
acquittance therefor and may exchange or release any Collateral.
5
(f) Whether or not an Event of Default shall have occurred, the Creditor may, without notice to or demand upon
the Obligor, (i) commence, appear in or defend any action or proceeding purporting to affect all or any part of
the Collateral or the interests, rights, powers or duties of the Creditor, whether brought by or against the Obligor
or the Creditor; and/or (ii) pay, purchase, contest or compromise any claim, debt, lien, charge or encumbrance
which in the judgment of the Creditor may affect or appear to affect the Collateral or the interests, rights, powers
or duties of the Creditor.

7. COLLECTION RIGHTS OF THE CREDITOR. The Obligor agrees that at any time, whether or not an
Event of Default shall have occurred, the Creditor shall have the right to notify any account debtor (with respect
to any Collateral consisting of Accounts) or the obligor on any Instrument or other right or claim of the Obligor to
any payment which is Collateral to make payment directly to the Creditor, whether or not an Event of Default
shall have occurred and whether or not the Obligor was theretofore making collections on such Collateral, and
also to take control of any Proceeds the Creditor is entitled to under Section 9-306 of the California Uniform
Commercial Code, as amended. If any Collateral consists of Accounts, Instruments, or other rights or claims of
the Obligor to any payment, then at the Creditor's request, the Obligor shall promptly notify (in manner, form and
substance satisfactory to the Creditor) all Persons obligated to the Obligor under any such Accounts,
Instruments, or other rights or claims of the Obligor to any payment that the Creditor possesses a security interest
in such Accounts, Instruments, or other rights or claims of the Obligor to any payment and that all payments in
respect of such Accounts, Instruments or other rights or claims of the Obligor to any payment are to be made
directly to the Creditor. The Obligor shall not settle, compromise or adjust any disputed amount, or allow any
credit, rebate or discount with respect to any Account, Instrument or other right or claim of the Obligor to any
payment which constitutes Collateral. After the Creditor shall have given any notice of the type specified in the
first sentence of this Section 7, any and all amounts received by the Obligor from the account debtor or other
obligor or issuer so notified shall be promptly remitted to the Creditor, and until so remitted shall be segregated
by the Obligor and held in trust for the Creditor.

8. ADDITIONAL SECURITY. If the Creditor shall at any time hold security for any Obligations in addition to
the Collateral, the Creditor may enforce the terms of this Agreement or otherwise realize upon the Collateral, at
its option, either before or concurrently with the exercise of remedies as to such other security or, after a sale is
made of such other security, it may apply the proceeds upon the Obligations without affecting the status of or
waiving any right to exhaust all or any other security, including the Collateral, and without waiving any breach or
default or any right or power whether exercised under this Agreement, contained in this Agreement, or provided
for in respect of any such other security.

9. PRESERVATION AND PROTECTION OF SECURITY INTEREST; POWER OF ATTORNEY. The
Obligor will faithfully preserve and protect the Lien in the Collateral created by this Agreement and will, at its own
cost and expense, cause such Lien to be perfected and continue to be perfected and to be and remain prior to all
other Liens, so long as all or any part of the Obligations are outstanding and unpaid, and for such purpose the
Obligor will from time to time at the request of the Creditor (i) make notations of the security interest in
certificates of title of Collateral, a security interest in which is perfected by such notation, and deliver the same to
the Creditor, (ii) deliver possession of Collateral (concurrent with the acquisition of such Collateral) to the
Creditor, a security interest in which is perfected by the taking of possession, and (iii) file or record, or cause to
be filed or recorded, such instruments, documents and notices, including financing statements and continuation
statements, as the Creditor may reasonably deem necessary or advisable from time to time in order to perfect
and continue to perfect such Liens and to maintain their priority over all other Liens. The Obligor will do all such
other acts and things and will execute and deliver all such other instruments and documents, including further
security agreements, pledges, endorsements, stock powers, assignments, and notices as the Creditor may
reasonably deem necessary or advisable from time to time in order to perfect and preserve the priority of the
Liens in the Collateral as contemplated by this Agreement. The Creditor, acting through its officers, employees
and authorized agents, is hereby irrevocably appointed the attorney-in-fact of the Obligor to do, at the Obligor's
expense, all acts and things which the Creditor may reasonably deem necessary or advisable to preserve, perfect,
continue to perfect and/or maintain the priority of such Liens in the Collateral, including the signing of financing,
continuation or other similar statements and notices on behalf of the Obligor, and which the Obligor is required to
do by the terms of this Agreement. The Obligor hereby authorizes the Creditor to sign and file financing
statements with respect to the Collateral without the signature of the Obligor. The Obligor shall pay all filing fees
for financing statements with respect to the Collateral.

10. RISK OF LOSS; INSURANCE. Risk of loss of, damage to or destruction of the Collateral is and shall
remain upon the Obligor. If the Obligor fails to obtain and keep in force insurance covering the Collateral as
required by Section 3 of this Agreement, or fails to pay the premiums on such

                                                         6
insurance when due, the Creditor may, but is not obligated to, do so for the account of the Obligor and the cost
of so doing shall thereupon become an Obligation. The Creditor, acting through its officers, employees and
authorized agents, is hereby irrevocably appointed the attorney-in-fact of the Obligor to endorse any draft or
check that may be payable to the Obligor in order to collect the proceeds of such insurance or any return or
unearned premiums.

11. CHANGE IN LAW. In the event of the passage, after the date of this Agreement, of any law which has the
effect of changing in any way the laws now in force for the taxation of security documents such as this Agreement
or debts secured by such security documents or the manner of the collection of any such taxes so as in any case
to affect this Agreement or to impose payment of the whole or any portion of any taxes, assessments or other
similar charges against the Collateral upon the Creditor, the Obligations shall immediately become due and
payable at the option of the Creditor and upon 30 days' notice to the Obligor.

12. EXPENSES. The Obligor hereby agrees to pay any and all expenses incurred by the Creditor in enforcing
any rights under this Agreement or in defending any of its rights to any amounts received hereunder. Without
limiting the foregoing, the Obligor agrees that whenever any attorney is used by the Creditor to obtain payment
hereunder, to advise it as to its rights, to adjudicate the rights of the parties hereunder or for the defense of any of
its rights to amounts secured, received or to be received hereunder, the Creditor shall be entitled to recover all
reasonable attorneys' fees and disbursements, court costs and all other expenses attributable thereto.

13. NOTICES. Each notice or other communication hereunder shall be in writing, shall be sent by messenger, by
registered or certified first class mail, return receipt requested, by Federal Express, Express Mail or other
recognized overnight delivery service or by facsimile transmitter or tested telex (if such facsimile or telex number
is noted as provided herein), and shall be effective if by hand, upon delivery, if by such overnight delivery service,
one (1) day after dispatch, and if mailed by first class mail as above-provided, five (5) days after mailing, and
shall be sent as follows:

If to the Obligor, to the address, facsimile or tested telex number set forth below its signature or such other
address, facsimile or tested telex number as it may designate, by written notice to the Creditor as herein provided
or to any other address, facsimile or tested telex number as may appear in the records of the Creditor as
Obligor's address.

If to the Creditor, to FTC Commercial Corp., 1525 S. Broadway, Los Angeles, CA 90015, or such other
address as it may designate, by written notice to the Obligor as herein provided.

14. ADDITIONAL DEFINITIONS. The following terms have the following meanings unless otherwise specified
herein:

"ACCOUNT," "ACCESSIONS," "CHATTEL PAPER," "DOCUMENT," "EQUIPMENT," "GENERAL
INTANGIBLES," "GOODS," "INSTRUMENT," "INVENTORY", have the meanings assigned to those terms
by the California Uniform Commercial Code, as amended.

"AGREEMENT" means this Continuing Security Agreement.

"CLAIMS" means each "claim" as that term is defined under Section 101(4) of the United States Bankruptcy
Code, and any amendments thereto (Title 11, United States Code).

"CREDITOR" means FTC Commercial Corp., and its successors and assigns, and any Person acting as agent or
nominee for FTC Commercial Corp. and any corporation the stock of which is owned or controlled directly or
indirectly by, or is under common control with, FTC Commercial Corp.

"EVENT OF DEFAULT" means any of the events described in Section 4 of this Agreement.

"LIEN" means any lien, security interest, pledge, hypothecation, encumbrance or other claim in or with respect to
any property.

"OBLIGATIONS" means any and all indebtedness, obligations and liabilities of the Obligor to the Creditor, and
all Claims of the Creditor against the Obligor, now existing or hereafter arising, direct or indirect (including
participations or any interest of the Creditor in indebtedness of the Obligor to others), acquired outright,
conditionally, or as collateral security from another, absolute or contingent, joint or several, secured or unsecured,
matured or unmatured,

                                                          7
monetary or non-monetary, arising out of contract or tort, liquidated or unliquidated, arising by operation of law
or otherwise, and all extensions, renewals, refundings, replacements and modifications of any of the foregoing.

"PERSON" means any natural person, corporation, limited liability company, partnership, trust, government or
other association or legal entity.

"PROCEEDS" has the meaning assigned to that term by the California Uniform Commercial Code, as amended,
and also means all "proceeds," "products," "offspring," "rents" or "profits" of any property, as such quoted terms
are used in the United States Bankruptcy Code, and any amendments thereto (Title 11, United States Code).

"RESPONSIBLE PARTIES" includes all Obligors and all makers, endorsers, acceptors, sureties and guarantors
of, and all other parties to, the Obligations or the Collateral.

15. MISCELLANEOUS. This Agreement shall remain in full force and effect and shall be binding upon the
Obligor, its successors and assigns, in accordance with its terms, notwithstanding any increase, decrease or
change in the partners of the Obligor, if it should be a partnership, or the merger, consolidation, or reorganization
of the Obligor, if it be a corporation or limited liability company, or any other change concerning the form,
structure or substance of any such entity. If there is more than one Person named as an Obligor in this
Agreement, this Agreement shall be binding upon each of the Obligors who execute and deliver this Agreement to
the Creditor even if this Agreement is not executed by any other Person or Persons also named as an Obligor
herein. The Creditor may assign all or a portion of its rights under this Agreement and may deliver the Collateral,
or any part thereof, to any assignee and such assignee shall thereupon become vested with all the powers and
rights given to the Creditor in respect thereof; and the Creditor shall thereafter be forever relieved and discharged
from any liability or responsibility in the matter but, with respect to any Collateral not so delivered or assigned, the
Creditor shall retain all powers and rights given to it hereby. The execution and delivery hereafter to the Creditor
by the Obligor of a new security agreement shall not terminate, supersede or cancel this Agreement, unless
expressly provided therein, and this Agreement shall not terminate, supersede or cancel any security agreement
previously delivered to the Creditor by the Obligor, and all rights and remedies of the Creditor hereunder or
under any security agreement hereafter or heretofore executed and delivered to the Creditor by the Obligor shall
be cumulative and may be exercised singly or concurrently. This Agreement may not be changed or terminated
orally, but only by a writing executed by the Obligor and a duly authorized officer of the Creditor. Unless the
Creditor, in its discretion, otherwise agrees, the security interests granted in this Agreement shall not terminate
until all of the Obligations have been indefeasibly paid in full and all commitments of the Creditor to extend credit
which, once extended, would give rise to Obligations have expired or been terminated. No delay on the part of
the Creditor in exercising any of its options, powers or rights, or partial or single exercise thereof, shall constitute
a waiver thereof. No modification or waiver of this Agreement or any provision hereof or of any other agreement
or instrument made or issued in connection herewith or contemplated hereby, nor consent to any departure by the
Obligor therefrom, shall in any event be effective, irrespective of any course of dealing between the parties, unless
the same shall be in a writing executed by a duly authorized officer of the Creditor, and then such waiver or
consent shall be effective only in the specific instance and for the specific purpose for which given. No notice to
or demand on the Obligor in any case shall thereby entitle the Obligor to any other or further notice or demand in
the same, similar or other circumstances. The remedies herein provided are cumulative and not exclusive of any
other remedies provided at equity or by law and all such remedies may be exercised singly or concurrently. If any
one or more of the provisions contained in this Agreement or any document executed in connection herewith shall
be invalid, illegal or unenforceable in any respect under any applicable law, the validity, legality and enforceability
of the remaining provisions contained herein shall not (to the full extent permitted by law) in any way be affected
or impaired. The descriptive headings used in this Agreement are for convenience only and shall not be deemed
to affect the meaning or construction of any provision hereof. The word "including" shall be deemed to be
followed by the words "without limitation." The Obligor waives any and all notice of the acceptance of this
Agreement by the Creditor, or of the creation, accrual or maturity (whether by declaration or otherwise) of any
and all Obligations, or of any renewals or extensions thereof from time to time, or of the Creditor's reliance on
this Agreement.

16. GOVERNING LAW; CONSENT TO JURISDICTION; SERVICE OF PROCESS. This Agreement shall
be governed by and construed in accordance with the laws of the State of California applicable to contracts
made and to be performed wholly within that state. The Obligor hereby consents to the jurisdiction of the courts
of the State of California and the courts of the United States of America for the Central District of California and
consents that any action or proceeding hereunder may be brought in such courts, and waives any objection that it
may

      8
now or hereafter have to the venue of any such action or proceeding in any such court or that such action or
proceeding was brought in an inconvenient court and agrees not to plead or claim the same; and authorizes the
service of process on the Obligor by registered or certified mail sent to any address authorized in
Section 13 as an address for the sending of notices.

17. WAIVER OF CERTAIN RIGHTS. THE OBLIGOR HEREBY WAIVES THE RIGHT TO INTERPOSE
ANY DEFENSE, SET-OFF, COUNTERCLAIM OR CROSS-CLAIM OF ANY NATURE OR
DESCRIPTION, ANY OBJECTION BASED ON FORUM NON CONVENIENS OR VENUE, AND
ANY CLAIM FOR CONSEQUENTIAL, PUNITIVE OR SPECIAL DAMAGES.

IN WITNESS WHEREOF, the Obligor(s) has/have executed this Continuing Security Agreement.

               Chief Executive Office:                     OBLIGOR
                                                           BLUE HOLDINGS, INC.
               5804 E. Slauson Avenue
               Commerce, CA 90040                          By:  /s/ Paul Guez
                                                               ----------------------------
                                                           Title:

                                                           By:
                                                                 ----------------------------




Title:

                                                       9
EXHIBIT 10.22

                                 CONTINUING SECURITY AGREEMENT

                                                Dated: July 25, 2005

AS USED IN THIS AGREEMENT:

"COLLATERAL" means all right, title and interest of the Obligor in and to any and all of the following property,
whether now or hereafter existing, owned, created, or acquired and wherever located, all products and Proceeds
(including but not limited to insurance proceeds) of such property, wherever located and in whatever form, and all
books and records pertaining to such property and all other property of the Obligor in which the Creditor now or
hereafter is granted a security interest pursuant to this Agreement or otherwise:

ALL ACCOUNTS (INCLUDING, WITHOUT LIMITATION, ALL ACCOUNTS RECEIVABLE),
GENERAL INTANGIBLES (INCLUDING, WITHOUT LIMITATION, CONTRACT RIGHTS AND TAX
REFUNDS) AND ALL RETURNED OR REPOSSESSED GOODS, ALL CHATTEL PAPER
(INCLUDING, WITHOUT LIMITATION, LEASES) AND INSTRUMENTS, AND ALL INTERESTS OF
THE OBLIGOR IN ALL GUARANTEES, SECURITY AGREEMENTS AND OTHER PROPERTY
SECURING THE PAYMENT OR PERFORMANCE OF OBLIGATIONS UNDER ANY OF THE
FOREGOING.

ALL INVENTORY OF THE OBLIGOR OF EVERY DESCRIPTION (INCLUDING, WITHOUT
LIMITATION, RAW MATERIALS, WORK IN PROCESS AND FINISHED GOODS) AND ALL
DOCUMENTS (INCLUDING, WITHOUT LIMITATION, ALL DOCUMENTS OF TITLE, TRANSPORT
OR OTHERWISE) RELATING TO INVENTORY.

ALL EQUIPMENT OF EVERY DESCRIPTION (INCLUDING, WITHOUT LIMITATION, ALL MOTOR
VEHICLES, INCLUDING ALL TIRES, ACCESSORIES, SPARE AND REPAIR PARTS, AND TOOLS),
ALL RELATED RIGHT, TITLE AND INTEREST OF OBLIGOR THEREIN, ALL ADDITIONS AND
ACCESSIONS THERETO, ALL REPLACEMENTS THEREOF, ALL INSURANCE OR
CONDEMNATION PROCEEDS THEREOF, ALL DOCUMENTS COVERING ANY OF THE
FOREGOING, ALL LEASES OF ANY OF THE FOREGOING, AND ALL RENTS, REVENUES,
ISSUES, PROFITS AND PROCEEDS ARISING FROM THE SALE, LEASE, LICENSE,
ENCUMBRANCE, COLLECTION, OR ANY OTHER TEMPORARY OR PERMANENT DISPOSITION
OF ANY OF THE FOREGOING OR ANY INTEREST THEREIN.

"Collateral Location" means the following addresses where all Collateral is located:

5804 E. Slauson Avenue Commerce, CA 90040

"Obligor" means Antik Denim, LLC and its successors and assigns, and if more than one Person is named as
Obligor, "Obligor" shall mean each, any or all of them, and their liabilities and obligations hereunder shall be joint
and several. Obligor is a limited liability company organized under the laws of California.

In consideration of any extension of credit or other financial accommodation heretofore, now or hereafter made
by the Creditor to or for the account of the Obligor, or to or for the account of any other Person made by the
Creditor at the request of the Obligor or with respect to which the Obligor's agreements hereunder have been
required by the Creditor, and other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged by the Obligor, the Obligor agrees as follows:
1. SECURITY INTEREST; RIGHT OF SET-OFF. As security for the prompt and unconditional payment of
any and all Obligations, the Obligor does hereby grant to the Creditor a continuing lien upon and security interest
in, and does hereby pledge, assign and transfer to the Creditor, all of the Collateral. In order to secure further the
payment of the Obligations, the Creditor is hereby given a continuing lien upon and is granted a security interest in
any and all monies and any and all other property of the Obligor and the Proceeds thereof, now or hereafter
actually or constructively held or received by or in transit in any manner to or from the Creditor, its
correspondents or agents from or for the Obligor, whether for safekeeping, custody, pledge, transmission,
collection or for any other purpose (whether or not for the express purpose of being used by the Creditor as
collateral security), or coming into the possession of the Creditor or its correspondents or agents in any way, or
placed in any safe deposit box leased by the Creditor to the Obligor, and all such monies and other property shall
also constitute "Collateral" and shall be held subject to all the terms of this Agreement as collateral security for the
prompt and unconditional payment of any and all Obligations. Obligor hereby assigns and grants the Creditor a
security interest in, and the Creditor is also given a continuing lien on and/or right of set-off for the amount of the
Obligations with respect to, any and all deposits (general or special) and credits of the Obligor with, and any and
all claims of the Obligor against, the Creditor at any time existing, and the Creditor is hereby authorized at any
time or times, without
prior notice, to apply such deposit or credits, or any part thereof, to the Obligations in such amounts as the
Creditor may elect, although the Obligations may be contingent or unmatured, and whether the collateral security
therefor is deemed adequate or not.

2. REPRESENTATIONS OF OBLIGOR. The Obligor represents and warrants to the Creditor that (a) no
financing statement or other filing listing any of the Collateral as collateral is on file in any jurisdiction (other than
any financing statement filed on behalf of the Creditor, as secured party); (b) the chief executive office of the
Obligor, if any, is located at the address set forth in the space provided therefor in this Agreement; (c) all
Collateral, other than intangible property and property which is in the possession of the Creditor or its agents, is
located at the Collateral Location(s) and the Obligor has no place of business other than the chief executive office
specified herein, if any, and the Collateral Location(s); (d) the Obligor has not created and is not aware of any
Lien on or affecting any Collateral other than the Lien created by this Agreement in favor of the Creditor; (e) if
the Obligor is not a natural person, the execution, delivery and performance of this Agreement have been duly
authorized by all required corporate, limited liability company, partnership or other applicable actions of the
Obligor; (f) this Agreement constitutes a valid, binding and enforceable obligation of the Obligor; (g) the
execution, delivery and performance of this Agreement do not violate any law or any agreement or undertaking to
which the Obligor is a party or by which the Obligor may be bound and do not result in the imposition of any Lien
upon any Collateral other than the Lien in favor of the Creditor created by this Agreement; (h) all consents,
approvals, authorizations, permits and licenses necessary for the Obligor to enter and perform its obligations
under this Agreement and the Obligations and/or to conduct its business have been obtained; (i) the Obligor did
not have or conduct business under any name or trade name in any jurisdiction during the past six years other
than its name and trade names, if any, set forth on the signature page of this Agreement, and the Obligor is
entitled to use such name and trade names; and (j) the Obligor is the legal and beneficial owner of all Collateral
specifically identified on page 1 of this Agreement (alongside the box designated "Specific Property") and any
Collateral specifically identified in any rider, schedule or exhibit to this Agreement.

3. COVENANTS. Unless and until all of the Obligations have been indefeasibly paid in full and all commitments
of the Creditor to extend credit which, once extended, would give rise to Obligations, have expired or been
terminated, the Obligor shall: (a) keep the Collateral free and clear of any Lien of any kind other than the Lien
created by this Agreement; (b) promptly pay, when due, all taxes and transportation, storage, warehousing and
other charges and fees affecting or arising out of the Collateral and defend the Collateral against all claims and
demands of all Persons at any time claiming any interest therein adverse to or the same as that of the Creditor; (c)
at all times keep all insurable Collateral insured at the expense of the Obligor to the Creditor's satisfaction against
loss by fire, theft and any other risks to which the Collateral may be subject, and cause all such policies to be
endorsed in favor of the Creditor and to name the Creditor as loss payee and as an additional insured, and, if the
Creditor so requests, deposit the same with the Creditor, and cause all such policies to provide that each insurer
will give the Creditor not less than 30 days' notice in writing prior to the exercise of any right of cancellation; (d)
keep the Collateral in good condition at all times (normal wear and tear excepted) and provide the Creditor with
such information as the Creditor may from time to time request with respect to the location of the Collateral and
the Obligor's places of business; (e) give the Creditor at least 30 days' prior written notice before changing the
Obligor's name or chief executive office or changing the location or disposing of any Collateral (other than in
connection with the sale of any Inventory in the ordinary course of business); (f) subject to any other and further
restrictions contained herein, not sell or otherwise dispose of any Collateral except on commercially reasonable
terms and in the ordinary course of business; (g) permit the Creditor, by its officers and agents, to have access to,
examine and copy at all reasonable times the Collateral, properties, minute books and other corporate, limited
liability company or partnership records, books of accounts, and financial and other business records of the
Obligor (including, without limitation, all books, records, ledger cards, computer programs, tapes and computer
disks and diskettes and other property recording, evidencing or relating to any Collateral); and (h) promptly
notify the Creditor upon the occurrence of any Event of Default of which the Obligor has knowledge.

4. EVENTS OF DEFAULT. The occurrence of any of the following events shall constitute an Event of Default:
(a) the failure of the Obligor to pay when due any of the Obligations; (b) any representation or warranty of the
Obligor to the Creditor in this Agreement or any other instrument or agreement with or in favor of the Creditor
shall prove to be inaccurate or untrue; (c) the breach by the Obligor of any covenant in this Agreement or in any
other instrument or agreement with or in favor of the Creditor; (d) the Creditor shall in good faith deem itself
insecure at any time with respect to the Obligor's financial condition or ability to pay the Obligations; (e) the
Creditor shall have determined in good faith that the value of the Collateral has materially decreased after the date
of this Agreement. The occurrence of any of the following events with respect to any Obligor, maker, endorser,
acceptor, surety

                   2
or guarantor of, or any other party to, the Obligations or the Collateral shall also constitute an Event of Default:
(aa) a default in respect of any liabilities, obligations or agreements, present or future, absolute or contingent,
secured or unsecured, matured or unmatured, several or joint, original or acquired, of any of the Responsible
Parties to or with the Creditor;
(bb) death (in the case of any of the Responsible Parties who is an individual) or dissolution (in the case of any of
the Responsible Parties which is not a natural person); (cc) death or suspension of the usual business activities of
any member of any partnership or limited liability company included in the term "the Responsible Parties"; (dd)
making, or sending a notice of, an intended bulk transfer; (ee) granting a security interest to anyone other than the
Creditor in any property including, without limitation, the rights of any of the Responsible Parties in the Collateral
or permitting such security interest to exist; (ff) suspension of payment; (gg) the whole or partial suspension or
liquidation of its usual business; (hh) failing, after demand, to furnish to the Creditor any financial information or to
permit inspection of books and records of account;
(ii) making any misrepresentation to the Creditor for the purpose of obtaining credit or an extension of credit; (jj)
failing to pay any tax, or failing to withhold, collect or remit any tax or tax deficiency when assessed or due; (kk)
failing to pay when due any obligations, whether or not in writing; (ll) making of any tax assessment by the United
States or any state or foreign country; (mm) entry of a judgment or issuance of an order of attachment or an
injunction against, or against any of the property of, any of the Responsible Parties; (nn) commencement against
any of the Responsible Parties of any proceeding for enforcement of a money judgment; (oo) if any of the
Responsible Parties or if any of the Obligations or Collateral at any time fails to comply with Regulation U of the
Federal Reserve Board or any amendments thereto; (pp) the issuance of any warrant, process or order of
attachment, garnishment or lien, and/or the filing of a Lien as a result thereof against any of the property of the
Obligor whether or not Collateral; (qq) any of the Responsible Parties challenges or institutes any proceeding, or
any proceedings are instituted, which challenge the validity, binding effect or enforceability of this Agreement; (rr)
any of the Responsible Parties makes, receives or retains any payment on account of indebtedness subordinated
to the Obligations in violation of the terms of such subordination; (ss) any of the Responsible Parties or any
partnership or limited liability company of which any of the Responsible Parties is a member is expelled from or
suspended by any stock or securities exchange or other exchange; (tt) any of the Responsible Parties shall make
an assignment for the benefit of creditors or a composition with creditors, shall be unable or admit in writing an
inability to pay its respective debts as they mature, shall file a petition in bankruptcy, shall become insolvent
(however such insolvency may be evidenced), shall be adjudicated insolvent or bankrupt, shall petition or apply
to any tribunal for the appointment of any receiver, liquidator or trustee of or for any of the Responsible Parties or
any substantial part of the property or assets of any of the Responsible Parties, shall commence any proceedings
relating to it under any bankruptcy, reorganization, arrangement, readjustment of debt, receivership, dissolution or
liquidation law or statute of any jurisdiction, whether now or hereafter in effect, or there shall be commenced
against any of the Responsible Parties any such proceeding, or any order, judgment or decree approving the
petition in any such proceeding shall be entered, or any of the Responsible Parties shall by any act or failure to act
indicate its consent to, approval of or acquiescence in any such proceeding or in the appointment of any receiver,
liquidator or trustee of or for any of the Responsible Parties or any substantial part of the property or assets of
any of the Responsible Parties, or shall suffer any such appointment, or any of the Responsible Parties shall take
any action for the purpose of effecting any of the foregoing, or any court of competent jurisdiction shall assume
jurisdiction with respect to any such proceeding or a receiver or trustee or other officer or representative of the
court or of creditors, or any court, governmental officer or agency, shall under color of legal authority, take and
hold possession of any substantial part of the Collateral or the property or assets of any of the Responsible
Parties; or (uu) the Creditor shall in good faith deem itself insecure with respect to the financial condition of any of
the Responsible Parties.

5. REMEDIES OF THE CREDITOR.

(a) After the occurrence of an Event of Default, the Creditor shall have no obligation to make further loans,
extensions of credit or other financial accommodations to or on behalf of the Obligor, anything in any other
agreement to the contrary notwithstanding.

(b) After the occurrence of an Event of Default, other than an Event of Default referred to in clause (tt) of the
second sentence of Section 4, the Creditor may declare by notice to the Obligor, any and all Obligations to be
immediately due and payable and in the case of any Event of Default referred to in clause (tt) of the second
sentence of Section 4 all of the Obligations shall automatically be and become due and payable, in either case
without presentment, demand, protest or notice of any kind, all of which are hereby waived by the Obligor,
anything in any other agreement to the contrary notwithstanding.
3
(c) After the occurrence of an Event of Default, the Creditor may, without notice to or demand (other than any
notice required by law, the giving of which is not waivable), upon the Obligor (all of which are hereby waived by
the Obligor), without releasing the Obligor from any obligation under this Agreement or any other instruments or
agreements with the Creditor and without waiving any rights the Creditor may have or impairing any declaration
of default or election to cause the Collateral to be sold or any sale proceeding predicated on the same: (i)
demand, collect or receive upon all or any part of the Collateral and assemble or require the Obligor, at the
Obligor's expense, to assemble all or any part of the Collateral and, if the Creditor so requests, the Obligor shall
assemble the Collateral and make it available to the Creditor at a place to be designated by the Creditor; (ii)
without notice, demand or other process and without charge enter any of the Obligor's premises and without
breach of peace until the Creditor completes the enforcement of its rights in the Collateral, take possession of
such premises or place custodians in exclusive control thereof, remain on such premises and use the same and
any of the Obligor's equipment for the purpose of completing any work-in-process, preparing any Collateral for
disposition and disposing of or collecting any Collateral, and in exercise of its rights under this Agreement, without
payment of compensation of any kind, use any and all trademarks, trade styles, trade names, patents, patent
applications, licenses, franchises and the like to the extent of the Obligor's rights therein and the Obligor hereby
grants a license and the right to grant sublicenses for that purpose; (iii) in such manner and to such extent as the
Creditor may deem necessary to protect the Collateral or the interests, rights, powers or duties of the Creditor,
enter into and upon any premises of the Obligor and take and hold possession of all or any part of the Collateral
(the Obligor hereby waiving and releasing any claim for damages in respect of such taking) and exclude the
Obligor and all other Persons from the Collateral, operate and manage the Collateral and rent and lease the same,
perform such reasonable acts of repair or protection as may be reasonably necessary or proper to conserve the
value of the Collateral, collect any and all income, rents, issues, profits and proceeds from the Collateral, the
same being hereby assigned and transferred to the Creditor, and from time to time apply or accumulate such
income, rents, issues, profits and proceeds in such order and manner as the Creditor, in its sole discretion, shall
instruct, it being understood that the collection or receipt of income, rents, issues, profits or proceeds from the
Collateral after declaration of default and election to cause the Collateral to be sold under and pursuant to the
terms of this Agreement shall not affect or impair any event of default or declaration of default under any
agreement or instrument between the Obligor and the Creditor or election to cause any Collateral to be sold or
any sale proceedings predicated on the same, but such proceedings may be conducted and sale effected
notwithstanding the collection or receipt of any such income, rents, issues, profits and proceeds;
(iv) take control of any and all of the Accounts, contractual or other rights that are included in the Collateral and
Proceeds arising from any such Accounts or contractual or other rights, enforce collection, either in the name of
the Creditor or in the name of the Obligor, of any or all of the Accounts, contractual and other rights that are
included in the Collateral and Proceeds by suit or otherwise, receive, receipt for, surrender, release or exchange
all or any part of such Collateral or compromise, settle, extend or renew (whether or not longer than the original
period) any indebtedness under such Collateral; (v) sell all or any part of the Collateral at public or private sale at
such place or places and at such time or times and in such manner and upon such terms, whether for cash or
credit, as the Creditor in its sole discretion may determine; (vi) endorse in the name of the Obligor any
Instrument, however received by the Creditor, representing Collateral or Proceeds of any of the Collateral; (vii)
require the Obligor to turn over, or instruct the financial institutions holding the same to turn over, all monies and
investments in any of Obligor's accounts to the Creditor; and (viii) exercise all the rights and remedies granted to
a secured party under the California Uniform Commercial Code, as amended, and all other rights and remedies
given to the Creditor under this Agreement or any other instrument or agreement or otherwise available at law or
in equity. The Creditor shall be under no obligation to make any of the payments or do any of the acts referred to
in this Section 5 or elsewhere in this Agreement and any of the actions referred to in this Section 5 or elsewhere
in this Agreement may be taken regardless of whether any notice of default or election to sell has been given
under this Agreement (provided, however, that all notices required by law, the giving of which may not be
waived, shall be given in accordance with such law) without regard to the adequacy of the security for the
Obligations.

(d) The Obligor hereby waives notice of the sale of any Collateral by the Creditor pursuant to any provision of
this Agreement or any applicable provisions of the California Uniform Commercial Code, as amended, or other
applicable law. In the event that notice of the sale of Collateral cannot be waived or the Creditor gives notice of
such sale to the Obligor, the Creditor will give the Obligor notice of the time and place of any public sale of the
Collateral or of the time after which any private sale or any other intended disposition thereof is to be made by
sending notice, as provided below, at least five days before the time of the sale or disposition, which provisions
for notice the Obligor and the Creditor agree are reasonable. No such notice need be given by the Creditor with
respect to Collateral which is perishable or threatens to decline speedily in value or is of a type customarily sold
on a recognized market.

                          4
(e) The Creditor may apply the net proceeds of any sale, lease or other disposition of Collateral, after deducting
all costs and expenses of every kind incurred thereon or incidental to the retaking, holding, preparing for sale,
selling, leasing, or the like of the Collateral or in any way relating to the rights of the Creditor thereunder, including
attorneys' fees and expenses hereinafter provided for, to the payment, in whole or in part, in such order as the
Creditor may elect, of one or more of the Obligations, whether due or not due, absolute or contingent, making
proper rebate for interest or discount on items not then due, and only after so applying such net proceeds and
after the payment by the Creditor of any other amounts required by any existing or future provision of law
(including Section 9-504(1)(c) of the Uniform Commercial Code of any jurisdiction in which any of the Collateral
may at the time be located) need the Creditor account for the surplus, if any. The Obligor shall remain liable to
the Creditor for the payment of any deficiency, with interest at the default rate provided for in the instruments, if
any, evidencing the Obligations.

(f) Whether or not an Event of Default shall have occurred, the Creditor may sell all or any part of the Collateral,
although the Obligations may be contingent or unmatured, whenever in its discretion the Creditor considers such
sale necessary for its protection. Any such sale may be made without prior demand for payment on account,
margin or additional margin or any other demands whatsoever; the making of any such demands shall not
establish a course of conduct nor constitute a waiver of the right of the Creditor to sell the Collateral as herein
provided or of the right of the Creditor to accelerate the maturity of the Obligations as herein provided.

6. ADDITIONAL RIGHTS OF THE CREDITOR AND DUTIES OF OBLIGOR REGARDING
OBLIGATIONS AND COLLATERAL.

(a) If the Obligor, as registered holder of any Collateral, shall become entitled to receive or does receive any
stock certificate, option, right, dividend or other distribution (whether payable in cash, securities or "in kind"),
whether in respect of, as an addition to, in substitution of, or in exchange for, such Collateral, or otherwise, the
Obligor agrees to accept same as the Creditor's agent and to hold same in trust for the Creditor, and to forthwith
deliver the same to the Creditor in the exact form received, with the Obligor's endorsement when necessary or
requested by the Creditor, to be held by the Creditor as Collateral.

(b) The Obligor waives protest, demand for payment, and notice of default or nonpayment to the Obligor or any
other party liable for or upon any of said Obligations or Collateral.

(c) The Obligor consents that the obligation of any party upon or of any guarantor, surety or indemnitor for any
Obligations or any Collateral may, from time to time, in whole or in part, be renewed, extended, modified,
accelerated, compromised, settled or released and that any Collateral or Liens for any Obligations may, from
time to time, in whole or in part, be exchanged, sold, released or surrendered, by the Creditor, all without any
notice to, or further assent by, or any reservation of rights against, the Obligor, and all without in any way
affecting or releasing the liability of the Obligor with respect to such Obligations or any security interest hereby
created.

(d) The Creditor shall not be liable for failure to collect or realize upon the Obligations or upon the Collateral, or
any part thereof, or for any delay in so doing, nor shall the Creditor be under any obligation to take any action
whatsoever with regard thereto. The Creditor shall use reasonable care in the custody and preservation of the
Collateral in its possession but need not take any steps to preserve rights against prior parties or to keep the
Collateral identifiable. The Creditor shall have no obligation to comply with any recording, re-recording, filing, re-
filing or other legal requirements necessary to establish or maintain the validity, priority or enforceability of, or the
Creditor's rights in and to the Collateral or any part thereof. The Creditor may exercise any right of the Obligor
with respect to any Collateral. The Creditor shall have no duty to exercise any of the aforesaid rights, privileges
or options with respect to any Collateral and shall not be responsible for any failure to do so or delay in so doing.

(e) In any statutory or non-statutory proceeding affecting the Obligor or any Collateral, the Creditor or its
nominee may, whether or not an Event of Default shall have occurred and regardless of the amount of the
Obligations, file a proof of claim for the full amount of any Collateral and vote such Claim for the full amount
thereof (i) for or against any proposal or resolution; (ii) for a trustee or trustees or for a committee of creditors;
and/or (iii) for the acceptance or rejection of any proposed arrangement, plan of reorganization, wage earners'
plan, composition or extension; and the Creditor or its nominee may receive any payment or distribution and give
acquittance therefor and may exchange or release any Collateral.
5
(f) Whether or not an Event of Default shall have occurred, the Creditor may, without notice to or demand upon
the Obligor, (i) commence, appear in or defend any action or proceeding purporting to affect all or any part of
the Collateral or the interests, rights, powers or duties of the Creditor, whether brought by or against the Obligor
or the Creditor; and/or (ii) pay, purchase, contest or compromise any claim, debt, lien, charge or encumbrance
which in the judgment of the Creditor may affect or appear to affect the Collateral or the interests, rights, powers
or duties of the Creditor.

7. COLLECTION RIGHTS OF THE CREDITOR. The Obligor agrees that at any time, whether or not an
Event of Default shall have occurred, the Creditor shall have the right to notify any account debtor (with respect
to any Collateral consisting of Accounts) or the obligor on any Instrument or other right or claim of the Obligor to
any payment which is Collateral to make payment directly to the Creditor, whether or not an Event of Default
shall have occurred and whether or not the Obligor was theretofore making collections on such Collateral, and
also to take control of any Proceeds the Creditor is entitled to under Section 9-306 of the California Uniform
Commercial Code, as amended. If any Collateral consists of Accounts, Instruments, or other rights or claims of
the Obligor to any payment, then at the Creditor's request, the Obligor shall promptly notify (in manner, form and
substance satisfactory to the Creditor) all Persons obligated to the Obligor under any such Accounts,
Instruments, or other rights or claims of the Obligor to any payment that the Creditor possesses a security interest
in such Accounts, Instruments, or other rights or claims of the Obligor to any payment and that all payments in
respect of such Accounts, Instruments or other rights or claims of the Obligor to any payment are to be made
directly to the Creditor. The Obligor shall not settle, compromise or adjust any disputed amount, or allow any
credit, rebate or discount with respect to any Account, Instrument or other right or claim of the Obligor to any
payment which constitutes Collateral. After the Creditor shall have given any notice of the type specified in the
first sentence of this Section 7, any and all amounts received by the Obligor from the account debtor or other
obligor or issuer so notified shall be promptly remitted to the Creditor, and until so remitted shall be segregated
by the Obligor and held in trust for the Creditor.

8. ADDITIONAL SECURITY. If the Creditor shall at any time hold security for any Obligations in addition to
the Collateral, the Creditor may enforce the terms of this Agreement or otherwise realize upon the Collateral, at
its option, either before or concurrently with the exercise of remedies as to such other security or, after a sale is
made of such other security, it may apply the proceeds upon the Obligations without affecting the status of or
waiving any right to exhaust all or any other security, including the Collateral, and without waiving any breach or
default or any right or power whether exercised under this Agreement, contained in this Agreement, or provided
for in respect of any such other security.

9. PRESERVATION AND PROTECTION OF SECURITY INTEREST; POWER OF ATTORNEY. The
Obligor will faithfully preserve and protect the Lien in the Collateral created by this Agreement and will, at its own
cost and expense, cause such Lien to be perfected and continue to be perfected and to be and remain prior to all
other Liens, so long as all or any part of the Obligations are outstanding and unpaid, and for such purpose the
Obligor will from time to time at the request of the Creditor (i) make notations of the security interest in
certificates of title of Collateral, a security interest in which is perfected by such notation, and deliver the same to
the Creditor, (ii) deliver possession of Collateral (concurrent with the acquisition of such Collateral) to the
Creditor, a security interest in which is perfected by the taking of possession, and (iii) file or record, or cause to
be filed or recorded, such instruments, documents and notices, including financing statements and continuation
statements, as the Creditor may reasonably deem necessary or advisable from time to time in order to perfect
and continue to perfect such Liens and to maintain their priority over all other Liens. The Obligor will do all such
other acts and things and will execute and deliver all such other instruments and documents, including further
security agreements, pledges, endorsements, stock powers, assignments, and notices as the Creditor may
reasonably deem necessary or advisable from time to time in order to perfect and preserve the priority of the
Liens in the Collateral as contemplated by this Agreement. The Creditor, acting through its officers, employees
and authorized agents, is hereby irrevocably appointed the attorney-in-fact of the Obligor to do, at the Obligor's
expense, all acts and things which the Creditor may reasonably deem necessary or advisable to preserve, perfect,
continue to perfect and/or maintain the priority of such Liens in the Collateral, including the signing of financing,
continuation or other similar statements and notices on behalf of the Obligor, and which the Obligor is required to
do by the terms of this Agreement. The Obligor hereby authorizes the Creditor to sign and file financing
statements with respect to the Collateral without the signature of the Obligor. The Obligor shall pay all filing fees
for financing statements with respect to the Collateral.

10. RISK OF LOSS; INSURANCE. Risk of loss of, damage to or destruction of the Collateral is and shall
remain upon the Obligor. If the Obligor fails to obtain and keep in force insurance covering the Collateral as
required by Section 3 of this Agreement, or fails to pay the premiums on such insurance when due, the Creditor
may, but is not obligated to, do so for the

                                                       6
account of the Obligor and the cost of so doing shall thereupon become an Obligation. The Creditor, acting
through its officers, employees and authorized agents, is hereby irrevocably appointed the attorney-in-fact of the
Obligor to endorse any draft or check that may be payable to the Obligor in order to collect the proceeds of such
insurance or any return or unearned premiums.

11. CHANGE IN LAW. In the event of the passage, after the date of this Agreement, of any law which has the
effect of changing in any way the laws now in force for the taxation of security documents such as this Agreement
or debts secured by such security documents or the manner of the collection of any such taxes so as in any case
to affect this Agreement or to impose payment of the whole or any portion of any taxes, assessments or other
similar charges against the Collateral upon the Creditor, the Obligations shall immediately become due and
payable at the option of the Creditor and upon 30 days' notice to the Obligor.

12. EXPENSES. The Obligor hereby agrees to pay any and all expenses incurred by the Creditor in enforcing
any rights under this Agreement or in defending any of its rights to any amounts received hereunder. Without
limiting the foregoing, the Obligor agrees that whenever any attorney is used by the Creditor to obtain payment
hereunder, to advise it as to its rights, to adjudicate the rights of the parties hereunder or for the defense of any of
its rights to amounts secured, received or to be received hereunder, the Creditor shall be entitled to recover all
reasonable attorneys' fees and disbursements, court costs and all other expenses attributable thereto.

13. NOTICES. Each notice or other communication hereunder shall be in writing, shall be sent by messenger, by
registered or certified first class mail, return receipt requested, by Federal Express, Express Mail or other
recognized overnight delivery service or by facsimile transmitter or tested telex (if such facsimile or telex number
is noted as provided herein), and shall be effective if by hand, upon delivery, if by such overnight delivery service,
one (1) day after dispatch, and if mailed by first class mail as above-provided, five (5) days after mailing, and
shall be sent as follows:

If to the Obligor, to the address, facsimile or tested telex number set forth below its signature or such other
address, facsimile or tested telex number as it may designate, by written notice to the Creditor as herein provided
or to any other address, facsimile or tested telex number as may appear in the records of the Creditor as
Obligor's address.

If to the Creditor, to FTC Commercial Corp., 1525 S. Broadway, Los Angeles, CA 90015, or such other
address as it may designate, by written notice to the Obligor as herein provided.

14. ADDITIONAL DEFINITIONS. The following terms have the following meanings unless otherwise specified
herein:

"ACCOUNT," "ACCESSIONS," "CHATTEL PAPER," "DOCUMENT," "EQUIPMENT," "GENERAL
INTANGIBLES," "GOODS," "INSTRUMENT," "INVENTORY", have the meanings assigned to those terms
by the California Uniform Commercial Code, as amended.

"AGREEMENT" means this Continuing Security Agreement.

"CLAIMS" means each "claim" as that term is defined under Section 101(4) of the United States Bankruptcy
Code, and any amendments thereto (Title 11, United States Code).

"CREDITOR" means FTC Commercial Corp., and its successors and assigns, and any Person acting as agent or
nominee for FTC Commercial Corp. and any corporation the stock of which is owned or controlled directly or
indirectly by, or is under common control with, FTC Commercial Corp.

"EVENT OF DEFAULT" means any of the events described in Section 4 of this Agreement.

"LIEN" means any lien, security interest, pledge, hypothecation, encumbrance or other claim in or with respect to
any property.

"OBLIGATIONS" means any and all indebtedness, obligations and liabilities of the Obligor to the Creditor, and
all Claims of the Creditor against the Obligor, now existing or hereafter arising, direct or indirect (including
participations or any interest of the Creditor in indebtedness of the Obligor to others), acquired outright,
conditionally, or as collateral security from another, absolute or contingent, joint or several, secured or unsecured,
matured or unmatured,

                                                          7
monetary or non-monetary, arising out of contract or tort, liquidated or unliquidated, arising by operation of law
or otherwise, and all extensions, renewals, refundings, replacements and modifications of any of the foregoing.

"PERSON" means any natural person, corporation, limited liability company, partnership, trust, government or
other association or legal entity.

"PROCEEDS" has the meaning assigned to that term by the California Uniform Commercial Code, as amended,
and also means all "proceeds," "products," "offspring," "rents" or "profits" of any property, as such quoted terms
are used in the United States Bankruptcy Code, and any amendments thereto (Title 11, United States Code).

"RESPONSIBLE PARTIES" includes all Obligors and all makers, endorsers, acceptors, sureties and guarantors
of, and all other parties to, the Obligations or the Collateral.

15. MISCELLANEOUS. This Agreement shall remain in full force and effect and shall be binding upon the
Obligor, its successors and assigns, in accordance with its terms, notwithstanding any increase, decrease or
change in the partners of the Obligor, if it should be a partnership, or the merger, consolidation, or reorganization
of the Obligor, if it be a corporation or limited liability company, or any other change concerning the form,
structure or substance of any such entity. If there is more than one Person named as an Obligor in this
Agreement, this Agreement shall be binding upon each of the Obligors who execute and deliver this Agreement to
the Creditor even if this Agreement is not executed by any other Person or Persons also named as an Obligor
herein. The Creditor may assign all or a portion of its rights under this Agreement and may deliver the Collateral,
or any part thereof, to any assignee and such assignee shall thereupon become vested with all the powers and
rights given to the Creditor in respect thereof; and the Creditor shall thereafter be forever relieved and discharged
from any liability or responsibility in the matter but, with respect to any Collateral not so delivered or assigned, the
Creditor shall retain all powers and rights given to it hereby. The execution and delivery hereafter to the Creditor
by the Obligor of a new security agreement shall not terminate, supersede or cancel this Agreement, unless
expressly provided therein, and this Agreement shall not terminate, supersede or cancel any security agreement
previously delivered to the Creditor by the Obligor, and all rights and remedies of the Creditor hereunder or
under any security agreement hereafter or heretofore executed and delivered to the Creditor by the Obligor shall
be cumulative and may be exercised singly or concurrently. This Agreement may not be changed or terminated
orally, but only by a writing executed by the Obligor and a duly authorized officer of the Creditor. Unless the
Creditor, in its discretion, otherwise agrees, the security interests granted in this Agreement shall not terminate
until all of the Obligations have been indefeasibly paid in full and all commitments of the Creditor to extend credit
which, once extended, would give rise to Obligations have expired or been terminated. No delay on the part of
the Creditor in exercising any of its options, powers or rights, or partial or single exercise thereof, shall constitute
a waiver thereof. No modification or waiver of this Agreement or any provision hereof or of any other agreement
or instrument made or issued in connection herewith or contemplated hereby, nor consent to any departure by the
Obligor therefrom, shall in any event be effective, irrespective of any course of dealing between the parties, unless
the same shall be in a writing executed by a duly authorized officer of the Creditor, and then such waiver or
consent shall be effective only in the specific instance and for the specific purpose for which given. No notice to
or demand on the Obligor in any case shall thereby entitle the Obligor to any other or further notice or demand in
the same, similar or other circumstances. The remedies herein provided are cumulative and not exclusive of any
other remedies provided at equity or by law and all such remedies may be exercised singly or concurrently. If any
one or more of the provisions contained in this Agreement or any document executed in connection herewith shall
be invalid, illegal or unenforceable in any respect under any applicable law, the validity, legality and enforceability
of the remaining provisions contained herein shall not (to the full extent permitted by law) in any way be affected
or impaired. The descriptive headings used in this Agreement are for convenience only and shall not be deemed
to affect the meaning or construction of any provision hereof. The word "including" shall be deemed to be
followed by the words "without limitation." The Obligor waives any and all notice of the acceptance of this
Agreement by the Creditor, or of the creation, accrual or maturity (whether by declaration or otherwise) of any
and all Obligations, or of any renewals or extensions thereof from time to time, or of the Creditor's reliance on
this Agreement.

16. GOVERNING LAW; CONSENT TO JURISDICTION; SERVICE OF PROCESS. This Agreement shall
be governed by and construed in accordance with the laws of the State of California applicable to contracts
made and to be performed wholly within that state. The Obligor hereby consents to the jurisdiction of the courts
of the State of California and the courts of the United States of America for the Central District of California and
consents that any action or proceeding hereunder may be brought in such courts, and waives any objection that it
may

      8
now or hereafter have to the venue of any such action or proceeding in any such court or that such action or
proceeding was brought in an inconvenient court and agrees not to plead or claim the same; and authorizes the
service of process on the Obligor by registered or certified mail sent to any address authorized in
Section 13 as an address for the sending of notices.

17. WAIVER OF CERTAIN RIGHTS. THE OBLIGOR HEREBY WAIVES THE RIGHT TO INTERPOSE
ANY DEFENSE, SET-OFF, COUNTERCLAIM OR CROSS-CLAIM OF ANY NATURE OR
DESCRIPTION, ANY OBJECTION BASED ON FORUM NON CONVENIENS OR VENUE, AND
ANY CLAIM FOR CONSEQUENTIAL, PUNITIVE OR SPECIAL DAMAGES.

IN WITNESS WHEREOF, the Obligor(s) has/have executed this Continuing Security Agreement.

               Chief Executive Office:                     OBLIGOR
                                                           ANTIK DENIM, LLC
               5804 E. Slauson Avenue
               Commerce, CA 90040                          By:  /s/ Paul Guez
                                                               ----------------------------
                                                           Title:

                                                           By:
                                                                 ----------------------------




Title:

                                                       9
EXHIBIT 10.23

                                 CONTINUING SECURITY AGREEMENT

                                          Dated: As of October 31, 2005

AS USED IN THIS AGREEMENT:

"COLLATERAL" means all right, title and interest of the Obligor in and to any and all of the following property,
whether now or hereafter existing, owned, created, or acquired and wherever located, all products and Proceeds
(including but not limited to insurance proceeds) of such property, wherever located and in whatever form, and all
books and records pertaining to such property and all other property of the Obligor in which the Creditor now or
hereafter is granted a security interest pursuant to this Agreement or otherwise:

ALL ACCOUNTS (INCLUDING, WITHOUT LIMITATION, ALL ACCOUNTS RECEIVABLE),
GENERAL INTANGIBLES (INCLUDING, WITHOUT LIMITATION, CONTRACT RIGHTS AND TAX
REFUNDS) AND ALL RETURNED OR REPOSSESSED GOODS, ALL CHATTEL PAPER
(INCLUDING, WITHOUT LIMITATION, LEASES) AND INSTRUMENTS, AND ALL INTERESTS OF
THE OBLIGOR IN ALL GUARANTEES, SECURITY AGREEMENTS AND OTHER PROPERTY
SECURING THE PAYMENT OR PERFORMANCE OF OBLIGATIONS UNDER ANY OF THE
FOREGOING.

ALL INVENTORY OF THE OBLIGOR OF EVERY DESCRIPTION (INCLUDING, WITHOUT
LIMITATION, RAW MATERIALS, WORK IN PROCESS AND FINISHED GOODS) AND ALL
DOCUMENTS (INCLUDING, WITHOUT LIMITATION, ALL DOCUMENTS OF TITLE, TRANSPORT
OR OTHERWISE) RELATING TO INVENTORY.

ALL EQUIPMENT OF EVERY DESCRIPTION (INCLUDING, WITHOUT LIMITATION, ALL MOTOR
VEHICLES, INCLUDING ALL TIRES, ACCESSORIES, SPARE AND REPAIR PARTS, AND TOOLS),
ALL RELATED RIGHT, TITLE AND INTEREST OF OBLIGOR THEREIN, ALL ADDITIONS AND
ACCESSIONS THERETO, ALL REPLACEMENTS THEREOF, ALL INSURANCE OR
CONDEMNATION PROCEEDS THEREOF, ALL DOCUMENTS COVERING ANY OF THE
FOREGOING, ALL LEASES OF ANY OF THE FOREGOING, AND ALL RENTS, REVENUES,
ISSUES, PROFITS AND PROCEEDS ARISING FROM THE SALE, LEASE, LICENSE,
ENCUMBRANCE, COLLECTION, OR ANY OTHER TEMPORARY OR PERMANENT DISPOSITION
OF ANY OF THE FOREGOING OR ANY INTEREST THEREIN.

"Collateral Location" means the following addresses where all Collateral is located:

                                              5804 E. SLAUSON
                                            COMMERCE, CA 90040

"Obligor" means Taverniti So Jeans, LLC and its successors and assigns, and if more than one Person is named
as Obligor, "Obligor" shall mean each, any or all of them, and their liabilities and obligations hereunder shall be
joint and several. Obligor is a limited liability company organized under the laws of the state of California.

In consideration of any extension of credit or other financial accommodation heretofore, now or hereafter made
by the Creditor to or for the account of the Obligor, or to or for the account of any other Person made by the
Creditor at the request of the Obligor or with respect to which the Obligor's agreements hereunder have been
required by the Creditor, and other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged by the Obligor, the Obligor agrees as follows:

1. SECURITY INTEREST; RIGHT OF SET-OFF. As security for the prompt and unconditional payment of
any and all Obligations, the Obligor does hereby grant to the Creditor a continuing lien upon and security interest
in, and does hereby pledge, assign and transfer to the Creditor, all of the Collateral. In order to secure further the
payment of the Obligations, the Creditor is hereby given a continuing lien upon and is granted a security interest in
any and all monies and any and all other property of the Obligor and the Proceeds thereof, now or hereafter
actually or constructively held or received by or in transit in any manner to or from the Creditor, its
correspondents or agents from or for the Obligor, whether for safekeeping, custody, pledge, transmission,
collection or for any other purpose (whether or not for the express purpose of being used by the Creditor as
collateral security), or coming into the possession of the Creditor or its correspondents or agents in any way, or
placed in any safe deposit box leased by the Creditor to the Obligor, and all such monies and other property shall
also constitute "Collateral" and shall be held subject to all the terms of this Agreement as collateral security for the
prompt and unconditional payment of any and all Obligations. Obligor hereby assigns and grants the Creditor a
security interest in, and the Creditor is also given a continuing lien on and/or right of set-off for the amount of the
Obligations with respect to, any and all deposits (general or special) and credits of the Obligor with, and any and
all claims of the Obligor against, the Creditor at any time existing, and the Creditor is hereby authorized at any
time or times, without prior notice, to apply such deposit or credits, or any part thereof, to the Obligations in such
amounts as the Creditor may elect, although the Obligations may be contingent or unmatured, and whether the
collateral security therefor is deemed adequate or not.
2. REPRESENTATIONS OF OBLIGOR. The Obligor represents and warrants to the Creditor that (a) no
financing statement or other filing listing any of the Collateral as collateral is on file in any jurisdiction (other than
any financing statement filed on behalf of the Creditor, as secured party); (b) the chief executive office of the
Obligor, if any, is located at the address set forth in the space provided therefor in this Agreement; (c) all
Collateral, other than intangible property and property which is in the possession of the Creditor or its agents, is
located at the Collateral Location(s) and the Obligor has no place of business other than the chief executive office
specified herein, if any, and the Collateral Location(s); (d) the Obligor has not created and is not aware of any
Lien on or affecting any Collateral other than the Lien created by this Agreement in favor of the Creditor; (e) if
the Obligor is not a natural person, the execution, delivery and performance of this Agreement have been duly
authorized by all required corporate, limited liability company, partnership or other applicable actions of the
Obligor; (f) this Agreement constitutes a valid, binding and enforceable obligation of the Obligor; (g) the
execution, delivery and performance of this Agreement do not violate any law or any agreement or undertaking to
which the Obligor is a party or by which the Obligor may be bound and do not result in the imposition of any Lien
upon any Collateral other than the Lien in favor of the Creditor created by this Agreement; (h) all consents,
approvals, authorizations, permits and licenses necessary for the Obligor to enter and perform its obligations
under this Agreement and the Obligations and/or to conduct its business have been obtained; (i) the Obligor did
not have or conduct business under any name or trade name in any jurisdiction during the past six years other
than its name and trade names, if any, set forth on the signature page of this Agreement, and the Obligor is
entitled to use such name and trade names; and (j) the Obligor is the legal and beneficial owner of all Collateral
specifically identified on page 1 of this Agreement (alongside the box designated "Specific Property") and any
Collateral specifically identified in any rider, schedule or exhibit to this Agreement.

3. COVENANTS. Unless and until all of the Obligations have been indefeasibly paid in full and all commitments
of the Creditor to extend credit which, once extended, would give rise to Obligations, have expired or been
terminated, the Obligor shall: (a) keep the Collateral free and clear of any Lien of any kind other than the Lien
created by this Agreement; (b) promptly pay, when due, all taxes and transportation, storage, warehousing and
other charges and fees affecting or arising out of the Collateral and defend the Collateral against all claims and
demands of all Persons at any time claiming any interest therein adverse to or the same as that of the Creditor; (c)
at all times keep all insurable Collateral insured at the expense of the Obligor to the Creditor's satisfaction against
loss by fire, theft and any other risks to which the Collateral may be subject, and cause all such policies to be
endorsed in favor of the Creditor and to name the Creditor as loss payee and as an additional insured, and, if the
Creditor so requests, deposit the same with the Creditor, and cause all such policies to provide that each insurer
will give the Creditor not less than 30 days' notice in writing prior to the exercise of any right of cancellation; (d)
keep the Collateral in good condition at all times (normal wear and tear excepted) and provide the Creditor with
such information as the Creditor may from time to time request with respect to the location of the Collateral and
the Obligor's places of business; (e) give the Creditor at least 30 days' prior written notice before changing the
Obligor's name or chief executive office or changing the location or disposing of any Collateral (other than in
connection with the sale of any Inventory in the ordinary course of business); (f) subject to any other and further
restrictions contained herein, not sell or otherwise dispose of any Collateral except on commercially reasonable
terms and in the ordinary course of business; (g) permit the Creditor, by its officers and agents, to have access to,
examine and copy at all reasonable times the Collateral, properties, minute books and other corporate, limited
liability company or partnership records, books of accounts, and financial and other business records of the
Obligor (including, without limitation, all books, records, ledger cards, computer programs, tapes and computer
disks and diskettes and other property recording, evidencing or relating to any Collateral); and (h) promptly
notify the Creditor upon the occurrence of any Event of Default of which the Obligor has knowledge.

4. EVENTS OF DEFAULT. The occurrence of any of the following events shall constitute an Event of Default:
(a) the failure of the Obligor to pay when due any of the Obligations; (b) any representation or warranty of the
Obligor to the Creditor in this Agreement or any other instrument or agreement with or in favor of the Creditor
shall prove to be inaccurate or untrue; (c) the breach by the Obligor of any covenant in this Agreement or in any
other instrument or agreement with or in favor of the Creditor; or (d) there shall occur with respect to the
Collateral any misappropriation, conversion, diversion or fraud or any material loss, theft or damage. The
occurrence of any of the following events with respect to any Obligor, maker, endorser, acceptor, surety or
guarantor of, or any other party to, the Obligations or the Collateral shall also constitute an Event of Default: (aa)
a default in respect of any liabilities, obligations or agreements, present or future, absolute or contingent, secured
or unsecured, matured or unmatured, several or joint, original or acquired, of any of the Responsible Parties to or
with the Creditor;
(bb) death (in the case of any of the Responsible Parties who is an individual) or dissolution (in the case of any of
the Responsible Parties which is not a natural person); (cc) death or suspension of the usual business activities of
any member of any partnership or limited liability company included in the term

                                                         2
"the Responsible Parties"; (dd) making, or sending a notice of, an intended bulk transfer; (ee) granting a security
interest to anyone other than the Creditor in any property including, without limitation, the rights of any of the
Responsible Parties in the Collateral or permitting such security interest to exist; (ff) suspension of payment; (gg)
the whole or partial suspension or liquidation of its usual business; (hh) failing, after demand, to furnish to the
Creditor any financial information or to permit inspection of books and records of account;
(ii) making any misrepresentation to the Creditor for the purpose of obtaining credit or an extension of credit; (jj)
failing to pay any tax, or failing to withhold, collect or remit any tax or tax deficiency when assessed or due; (kk)
failing to pay when due any obligations, whether or not in writing; (ll) making of any tax assessment by the United
States or any state or foreign country; (mm) entry of a judgment or issuance of an order of attachment or an
injunction against, or against any of the property of, any of the Responsible Parties; (nn) commencement against
any of the Responsible Parties of any proceeding for enforcement of a money judgment; (oo) if any of the
Responsible Parties or if any of the Obligations or Collateral at any time fails to comply with Regulation U of the
Federal Reserve Board or any amendments thereto; (pp) the issuance of any warrant, process or order of
attachment, garnishment or lien, and/or the filing of a Lien as a result thereof against Collateral or any part of the
Collateral; (qq) any of the Responsible Parties challenges or institutes any proceeding, or any proceedings are
instituted, which challenge the validity, binding effect or enforceability of this Agreement; (rr) any of the
Responsible Parties makes, receives or retains any payment on account of indebtedness subordinated to the
Obligations in violation of the terms of such subordination;
(ss) any of the Responsible Parties or any partnership or limited liability company of which any of the Responsible
Parties is a member is expelled from or suspended by any stock or securities exchange or other exchange; or (tt)
any of the Responsible Parties shall make an assignment for the benefit of creditors or a composition with
creditors, shall be unable or admit in writing an inability to pay its respective debts as they mature, shall file a
petition in bankruptcy, shall become insolvent (however such insolvency may be evidenced), shall be adjudicated
insolvent or bankrupt, shall petition or apply to any tribunal for the appointment of any receiver, liquidator or
trustee of or for any of the Responsible Parties or any substantial part of the property or assets of any of the
Responsible Parties, shall commence any proceedings relating to it under any bankruptcy, reorganization,
arrangement, readjustment of debt, receivership, dissolution or liquidation law or statute of any jurisdiction,
whether now or hereafter in effect, or there shall be commenced against any of the Responsible Parties any such
proceeding, or any order, judgment or decree approving the petition in any such proceeding shall be entered, or
any of the Responsible Parties shall by any act or failure to act indicate its consent to, approval of or
acquiescence in any such proceeding or in the appointment of any receiver, liquidator or trustee of or for any of
the Responsible Parties or any substantial part of the property or assets of any of the Responsible Parties, or shall
suffer any such appointment, or any of the Responsible Parties shall take any action for the purpose of effecting
any of the foregoing, or any court of competent jurisdiction shall assume jurisdiction with respect to any such
proceeding or a receiver or trustee or other officer or representative of the court or of creditors, or any court,
governmental officer or agency, shall under color of legal authority, take and hold possession of any substantial
part of the Collateral or the property or assets of any of the Responsible Parties.

5. REMEDIES OF THE CREDITOR.

(a) After the occurrence of an Event of Default, the Creditor shall have no obligation to make further loans,
extensions of credit or other financial accommodations to or on behalf of the Obligor, anything in any other
agreement to the contrary notwithstanding.

(b) After the occurrence of an Event of Default, other than an Event of Default referred to in clause (tt) of the
second sentence of Section 4, the Creditor may declare by notice to the Obligor, any and all Obligations to be
immediately due and payable and in the case of any Event of Default referred to in clause (tt) of the second
sentence of Section 4 all of the Obligations shall automatically be and become due and payable, in either case
without presentment, demand, protest or notice of any kind, all of which are hereby waived by the Obligor,
anything in any other agreement to the contrary notwithstanding.

(c) After the occurrence of an Event of Default, the Creditor may, without notice to or demand (other than any
notice required by law, the giving of which is not waivable), upon the Obligor (all of which are hereby waived by
the Obligor), without releasing the Obligor from any obligation under this Agreement or any other instruments or
agreements with the Creditor and without waiving any rights the Creditor may have or impairing any declaration
of default or election to cause the Collateral to be sold or any sale proceeding predicated on the same: (i)
demand, collect or receive upon all or any part of the Collateral and assemble or require the Obligor, at the
Obligor's expense, to assemble all or any part of the Collateral and, if the Creditor so requests, the Obligor shall
assemble the Collateral and make it available to the Creditor at a place to be designated by the Creditor; (ii)
without notice, demand or other process and without charge enter any of the Obligor's premises and without

                                                         3
breach of peace until the Creditor completes the enforcement of its rights in the Collateral, take possession of
such premises or place custodians in exclusive control thereof, remain on such premises and use the same and
any of the Obligor's equipment for the purpose of completing any work-in-process, preparing any Collateral for
disposition and disposing of or collecting any Collateral, and in exercise of its rights under this Agreement, without
payment of compensation of any kind, use any and all trademarks, trade styles, trade names, patents, patent
applications, licenses, franchises and the like to the extent of the Obligor's rights therein and the Obligor hereby
grants a license and the right to grant sublicenses for that purpose; (iii) in such manner and to such extent as the
Creditor may deem necessary to protect the Collateral or the interests, rights, powers or duties of the Creditor,
enter into and upon any premises of the Obligor and take and hold possession of all or any part of the Collateral
(the Obligor hereby waiving and releasing any claim for damages in respect of such taking) and exclude the
Obligor and all other Persons from the Collateral, operate and manage the Collateral and rent and lease the same,
perform such reasonable acts of repair or protection as may be reasonably necessary or proper to conserve the
value of the Collateral, collect any and all income, rents, issues, profits and proceeds from the Collateral, the
same being hereby assigned and transferred to the Creditor, and from time to time apply or accumulate such
income, rents, issues, profits and proceeds in such order and manner as the Creditor, in its sole discretion, shall
instruct, it being understood that the collection or receipt of income, rents, issues, profits or proceeds from the
Collateral after declaration of default and election to cause the Collateral to be sold under and pursuant to the
terms of this Agreement shall not affect or impair any event of default or declaration of default under any
agreement or instrument between the Obligor and the Creditor or election to cause any Collateral to be sold or
any sale proceedings predicated on the same, but such proceedings may be conducted and sale effected
notwithstanding the collection or receipt of any such income, rents, issues, profits and proceeds;
(iv) take control of any and all of the Accounts, contractual or other rights that are included in the Collateral and
Proceeds arising from any such Accounts or contractual or other rights, enforce collection, either in the name of
the Creditor or in the name of the Obligor, of any or all of the Accounts, contractual and other rights that are
included in the Collateral and Proceeds by suit or otherwise, receive, receipt for, surrender, release or exchange
all or any part of such Collateral or compromise, settle, extend or renew (whether or not longer than the original
period) any indebtedness under such Collateral; (v) sell all or any part of the Collateral at public or private sale at
such place or places and at such time or times and in such manner and upon such terms, whether for cash or
credit, as the Creditor in its sole discretion may determine; (vi) endorse in the name of the Obligor any
Instrument, however received by the Creditor, representing Collateral or Proceeds of any of the Collateral; (vii)
require the Obligor to turn over, or instruct the financial institutions holding the same to turn over, all monies and
investments in any of Obligor's accounts to the Creditor; and (viii) exercise all the rights and remedies granted to
a secured party under the California Uniform Commercial Code, as amended, and all other rights and remedies
given to the Creditor under this Agreement or any other instrument or agreement or otherwise available at law or
in equity. The Creditor shall be under no obligation to make any of the payments or do any of the acts referred to
in this Section 5 or elsewhere in this Agreement and any of the actions referred to in this Section 5 or elsewhere
in this Agreement may be taken regardless of whether any notice of default or election to sell has been given
under this Agreement (provided, however, that all notices required by law, the giving of which may not be
waived, shall be given in accordance with such law) without regard to the adequacy of the security for the
Obligations.

(d) The Obligor hereby waives notice of the sale of any Collateral by the Creditor pursuant to any provision of
this Agreement or any applicable provisions of the California Uniform Commercial Code, as amended, or other
applicable law. In the event that notice of the sale of Collateral cannot be waived or the Creditor gives notice of
such sale to the Obligor, the Creditor will give the Obligor notice of the time and place of any public sale of the
Collateral or of the time after which any private sale or any other intended disposition thereof is to be made by
sending notice, as provided below, at least five days before the time of the sale or disposition, which provisions
for notice the Obligor and the Creditor agree are reasonable. No such notice need be given by the Creditor with
respect to Collateral which is perishable or threatens to decline speedily in value or is of a type customarily sold
on a recognized market.

(e) The Creditor may apply the net proceeds of any sale, lease or other disposition of Collateral, after deducting
all costs and expenses of every kind incurred thereon or incidental to the retaking, holding, preparing for sale,
selling, leasing, or the like of the Collateral or in any way relating to the rights of the Creditor thereunder, including
attorneys' fees and expenses hereinafter provided for, to the payment, in whole or in part, in such order as the
Creditor may elect, of one or more of the Obligations, whether due or not due, absolute or contingent, making
proper rebate for interest or discount on items not then due, and only after so applying such net proceeds and
after the payment by the Creditor of any other amounts required by any existing or future provision of law
(including Section 9-504(1)(c) of the Uniform Commercial Code of any jurisdiction in which any of the Collateral
may at the time be located) need the Creditor account for the surplus, if any. The Obligor shall remain

                                                       4
liable to the Creditor for the payment of any deficiency, with interest at the default rate provided for in the
instruments, if any, evidencing the Obligations.

(f) Whether or not an Event of Default shall have occurred, the Creditor may sell all or any part of the Collateral,
although the Obligations may be contingent or unmatured, whenever in its discretion the Creditor considers such
sale necessary for its protection. Any such sale may be made without prior demand for payment on account,
margin or additional margin or any other demands whatsoever; the making of any such demands shall not
establish a course of conduct nor constitute a waiver of the right of the Creditor to sell the Collateral as herein
provided or of the right of the Creditor to accelerate the maturity of the Obligations as herein provided.

6. ADDITIONAL RIGHTS OF THE CREDITOR AND DUTIES OF OBLIGOR REGARDING
OBLIGATIONS AND COLLATERAL.

(a) If the Obligor, as registered holder of any Collateral, shall become entitled to receive or does receive any
stock certificate, option, right, dividend or other distribution (whether payable in cash, securities or "in kind"),
whether in respect of, as an addition to, in substitution of, or in exchange for, such Collateral, or otherwise, the
Obligor agrees to accept same as the Creditor's agent and to hold same in trust for the Creditor, and to forthwith
deliver the same to the Creditor in the exact form received, with the Obligor's endorsement when necessary or
requested by the Creditor, to be held by the Creditor as Collateral.

(b) The Obligor waives protest, demand for payment, and notice of default or nonpayment to the Obligor or any
other party liable for or upon any of said Obligations or Collateral.

(c) The Obligor consents that the obligation of any party upon or of any guarantor, surety or indemnitor for any
Obligations or any Collateral may, from time to time, in whole or in part, be renewed, extended, modified,
accelerated, compromised, settled or released and that any Collateral or Liens for any Obligations may, from
time to time, in whole or in part, be exchanged, sold, released or surrendered, by the Creditor, all without any
notice to, or further assent by, or any reservation of rights against, the Obligor, and all without in any way
affecting or releasing the liability of the Obligor with respect to such Obligations or any security interest hereby
created.

(d) The Creditor shall not be liable for failure to collect or realize upon the Obligations or upon the Collateral, or
any part thereof, or for any delay in so doing, nor shall the Creditor be under any obligation to take any action
whatsoever with regard thereto. The Creditor shall use reasonable care in the custody and preservation of the
Collateral in its possession but need not take any steps to preserve rights against prior parties or to keep the
Collateral identifiable. The Creditor shall have no obligation to comply with any recording, re-recording, filing, re-
filing or other legal requirements necessary to establish or maintain the validity, priority or enforceability of, or the
Creditor's rights in and to the Collateral or any part thereof. The Creditor may exercise any right of the Obligor
with respect to any Collateral. The Creditor shall have no duty to exercise any of the aforesaid rights, privileges
or options with respect to any Collateral and shall not be responsible for any failure to do so or delay in so doing.

(e) In any statutory or non-statutory proceeding affecting the Obligor or any Collateral, the Creditor or its
nominee may, whether or not an Event of Default shall have occurred and regardless of the amount of the
Obligations, file a proof of claim for the full amount of any Collateral and vote such Claim for the full amount
thereof (i) for or against any proposal or resolution; (ii) for a trustee or trustees or for a committee of creditors;
and/or (iii) for the acceptance or rejection of any proposed arrangement, plan of reorganization, wage earners'
plan, composition or extension; and the Creditor or its nominee may receive any payment or distribution and give
acquittance therefor and may exchange or release any Collateral.

(f) Whether or not an Event of Default shall have occurred, the Creditor may, without notice to or demand upon
the Obligor, (i) commence, appear in or defend any action or proceeding purporting to affect all or any part of
the Collateral or the interests, rights, powers or duties of the Creditor, whether brought by or against the Obligor
or the Creditor; and/or (ii) pay, purchase, contest or compromise any claim, debt, lien, charge or encumbrance
which in the judgment of the Creditor may affect or appear to affect the Collateral or the interests, rights, powers
or duties of the Creditor.

7. COLLECTION RIGHTS OF THE CREDITOR. The Obligor agrees that at any time, whether or not an
Event of Default shall have occurred, the Creditor shall have the right to notify any account debtor (with respect
to any Collateral consisting of Accounts) or the obligor on any Instrument or other right or claim

                                                         5
of the Obligor to any payment which is Collateral to make payment directly to the Creditor, whether or not an
Event of Default shall have occurred and whether or not the Obligor was theretofore making collections on such
Collateral, and also to take control of any Proceeds the Creditor is entitled to under Section 9-306 of the
California Uniform Commercial Code, as amended. If any Collateral consists of Accounts, Instruments, or other
rights or claims of the Obligor to any payment, then at the Creditor's request, the Obligor shall promptly notify (in
manner, form and substance satisfactory to the Creditor) all Persons obligated to the Obligor under any such
Accounts, Instruments, or other rights or claims of the Obligor to any payment that the Creditor possesses a
security interest in such Accounts, Instruments, or other rights or claims of the Obligor to any payment and that all
payments in respect of such Accounts, Instruments or other rights or claims of the Obligor to any payment are to
be made directly to the Creditor. The Obligor shall not settle, compromise or adjust any disputed amount, or
allow any credit, rebate or discount with respect to any Account, Instrument or other right or claim of the Obligor
to any payment which constitutes Collateral. After the Creditor shall have given any notice of the type specified in
the first sentence of this Section 7, any and all amounts received by the Obligor from the account debtor or other
obligor or issuer so notified shall be promptly remitted to the Creditor, and until so remitted shall be segregated
by the Obligor and held in trust for the Creditor.

8. ADDITIONAL SECURITY. If the Creditor shall at any time hold security for any Obligations in addition to
the Collateral, the Creditor may enforce the terms of this Agreement or otherwise realize upon the Collateral, at
its option, either before or concurrently with the exercise of remedies as to such other security or, after a sale is
made of such other security, it may apply the proceeds upon the Obligations without affecting the status of or
waiving any right to exhaust all or any other security, including the Collateral, and without waiving any breach or
default or any right or power whether exercised under this Agreement, contained in this Agreement, or provided
for in respect of any such other security.

9. PRESERVATION AND PROTECTION OF SECURITY INTEREST; POWER OF ATTORNEY. The
Obligor will faithfully preserve and protect the Lien in the Collateral created by this Agreement and will, at its own
cost and expense, cause such Lien to be perfected and continue to be perfected and to be and remain prior to all
other Liens, so long as all or any part of the Obligations are outstanding and unpaid, and for such purpose the
Obligor will from time to time at the request of the Creditor (i) make notations of the security interest in
certificates of title of Collateral, a security interest in which is perfected by such notation, and deliver the same to
the Creditor, (ii) deliver possession of Collateral (concurrent with the acquisition of such Collateral) to the
Creditor, a security interest in which is perfected by the taking of possession, and (iii) file or record, or cause to
be filed or recorded, such instruments, documents and notices, including financing statements and continuation
statements, as the Creditor may reasonably deem necessary or advisable from time to time in order to perfect
and continue to perfect such Liens and to maintain their priority over all other Liens. The Obligor will do all such
other acts and things and will execute and deliver all such other instruments and documents, including further
security agreements, pledges, endorsements, stock powers, assignments, and notices as the Creditor may
reasonably deem necessary or advisable from time to time in order to perfect and preserve the priority of the
Liens in the Collateral as contemplated by this Agreement. The Creditor, acting through its officers, employees
and authorized agents, is hereby irrevocably appointed the attorney-in-fact of the Obligor to do, at the Obligor's
expense, all acts and things which the Creditor may reasonably deem necessary or advisable to preserve, perfect,
continue to perfect and/or maintain the priority of such Liens in the Collateral, including the signing of financing,
continuation or other similar statements and notices on behalf of the Obligor, and which the Obligor is required to
do by the terms of this Agreement. The Obligor hereby authorizes the Creditor to sign and file financing
statements with respect to the Collateral without the signature of the Obligor. The Obligor shall pay all filing fees
for financing statements with respect to the Collateral.

10. RISK OF LOSS; INSURANCE. Risk of loss of, damage to or destruction of the Collateral is and shall
remain upon the Obligor. If the Obligor fails to obtain and keep in force insurance covering the Collateral as
required by Section 3 of this Agreement, or fails to pay the premiums on such insurance when due, the Creditor
may, but is not obligated to, do so for the account of the Obligor and the cost of so doing shall thereupon
become an Obligation. The Creditor, acting through its officers, employees and authorized agents, is hereby
irrevocably appointed the attorney-in-fact of the Obligor to endorse any draft or check that may be payable to
the Obligor in order to collect the proceeds of such insurance or any return or unearned premiums.

11. CHANGE IN LAW. In the event of the passage, after the date of this Agreement, of any law which has the
effect of changing in any way the laws now in force for the taxation of security documents such as this Agreement
or debts secured by such security documents or the manner of the collection of any such taxes so as in any case
to affect this Agreement or to impose payment of the whole or any portion of any taxes, assessments or other
similar charges

                                                       6
against the Collateral upon the Creditor, the Obligations shall immediately become due and payable at the option
of the Creditor and upon 30 days' notice to the Obligor.

12. EXPENSES. The Obligor hereby agrees to pay any and all expenses incurred by the Creditor in enforcing
any rights under this Agreement or in defending any of its rights to any amounts received hereunder. Without
limiting the foregoing, the Obligor agrees that whenever any attorney is used by the Creditor to obtain payment
hereunder, to advise it as to its rights, to adjudicate the rights of the parties hereunder or for the defense of any of
its rights to amounts secured, received or to be received hereunder, the Creditor shall be entitled to recover all
reasonable attorneys' fees and disbursements, court costs and all other expenses attributable thereto.

13. NOTICES. Each notice or other communication hereunder shall be in writing, shall be sent by messenger, by
registered or certified first class mail, return receipt requested, by Federal Express, Express Mail or other
recognized overnight delivery service or by facsimile transmitter or tested telex (if such facsimile or telex number
is noted as provided herein), and shall be effective if by hand, upon delivery, if by such overnight delivery service,
one (1) day after dispatch, and if mailed by first class mail as above-provided, five (5) days after mailing, and
shall be sent as follows:

If to the Obligor, to the address, facsimile or tested telex number set forth below its signature or such other
address, facsimile or tested telex number as it may designate, by written notice to the Creditor as herein provided
or to any other address, facsimile or tested telex number as may appear in the records of the Creditor as
Obligor's address.

If to the Creditor, to FTC Commercial Corp., 1525 S. Broadway, Los Angeles, CA 90015, or such other
address as it may designate, by written notice to the Obligor as herein provided.

14. ADDITIONAL DEFINITIONS. The following terms have the following meanings unless otherwise specified
herein:

"ACCOUNT," "ACCESSIONS," "CHATTEL PAPER," "DOCUMENT," "EQUIPMENT," "GENERAL
INTANGIBLES," "GOODS," "INSTRUMENT," "INVENTORY", have the meanings assigned to those terms
by the California Uniform Commercial Code, as amended.

"AGREEMENT" means this Continuing Security Agreement.

"CLAIMS" means each "claim" as that term is defined under Section 101(4) of the United States Bankruptcy
Code, and any amendments thereto (Title 11, United States Code).

"CREDITOR" means FTC Commercial Corp., and its successors and assigns, and any Person acting as agent or
nominee for FTC Commercial Corp. and any corporation the stock of which is owned or controlled directly or
indirectly by, or is under common control with, FTC Commercial Corp.

"EVENT OF DEFAULT" means any of the events described in Section 4 of this Agreement.

"LIEN" means any lien, security interest, pledge, hypothecation, encumbrance or other claim in or with respect to
any property.

"OBLIGATIONS" means any and all indebtedness, obligations and liabilities of the Obligor to the Creditor, and
all Claims of the Creditor against the Obligor, now existing or hereafter arising, direct or indirect (including
participations or any interest of the Creditor in indebtedness of the Obligor to others), acquired outright,
conditionally, or as collateral security from another, absolute or contingent, joint or several, secured or unsecured,
matured or unmatured, monetary or non-monetary, arising out of contract or tort, liquidated or unliquidated,
arising by operation of law or otherwise, and all extensions, renewals, refundings, replacements and modifications
of any of the foregoing.

"PERSON" means any natural person, corporation, limited liability company, partnership, trust, government or
other association or legal entity.

                                                           7
"PROCEEDS" has the meaning assigned to that term by the California Uniform Commercial Code, as amended,
and also means all "proceeds," "products," "offspring," "rents" or "profits" of any property, as such quoted terms
are used in the United States Bankruptcy Code, and any amendments thereto (Title 11, United States Code).

"RESPONSIBLE PARTIES" includes all Obligors and all makers, endorsers, acceptors, sureties and guarantors
of, and all other parties to, the Obligations or the Collateral.

15. MISCELLANEOUS. This Agreement shall remain in full force and effect and shall be binding upon the
Obligor, its successors and assigns, in accordance with its terms, notwithstanding any increase, decrease or
change in the partners of the Obligor, if it should be a partnership, or the merger, consolidation, or reorganization
of the Obligor, if it be a corporation or limited liability company, or any other change concerning the form,
structure or substance of any such entity. If there is more than one Person named as an Obligor in this
Agreement, this Agreement shall be binding upon each of the Obligors who execute and deliver this Agreement to
the Creditor even if this Agreement is not executed by any other Person or Persons also named as an Obligor
herein. The Creditor may assign all or a portion of its rights under this Agreement and may deliver the Collateral,
or any part thereof, to any assignee and such assignee shall thereupon become vested with all the powers and
rights given to the Creditor in respect thereof; and the Creditor shall thereafter be forever relieved and discharged
from any liability or responsibility in the matter but, with respect to any Collateral not so delivered or assigned, the
Creditor shall retain all powers and rights given to it hereby. The execution and delivery hereafter to the Creditor
by the Obligor of a new security agreement shall not terminate, supersede or cancel this Agreement, unless
expressly provided therein, and this Agreement shall not terminate, supersede or cancel any security agreement
previously delivered to the Creditor by the Obligor, and all rights and remedies of the Creditor hereunder or
under any security agreement hereafter or heretofore executed and delivered to the Creditor by the Obligor shall
be cumulative and may be exercised singly or concurrently. This Agreement may not be changed or terminated
orally, but only by a writing executed by the Obligor and a duly authorized officer of the Creditor. Unless the
Creditor, in its discretion, otherwise agrees, the security interests granted in this Agreement shall not terminate
until all of the Obligations have been indefeasibly paid in full and all commitments of the Creditor to extend credit
which, once extended, would give rise to Obligations have expired or been terminated. No delay on the part of
the Creditor in exercising any of its options, powers or rights, or partial or single exercise thereof, shall constitute
a waiver thereof. No modification or waiver of this Agreement or any provision hereof or of any other agreement
or instrument made or issued in connection herewith or contemplated hereby, nor consent to any departure by the
Obligor therefrom, shall in any event be effective, irrespective of any course of dealing between the parties, unless
the same shall be in a writing executed by a duly authorized officer of the Creditor, and then such waiver or
consent shall be effective only in the specific instance and for the specific purpose for which given. No notice to
or demand on the Obligor in any case shall thereby entitle the Obligor to any other or further notice or demand in
the same, similar or other circumstances. The remedies herein provided are cumulative and not exclusive of any
other remedies provided at equity or by law and all such remedies may be exercised singly or concurrently. If any
one or more of the provisions contained in this Agreement or any document executed in connection herewith shall
be invalid, illegal or unenforceable in any respect under any applicable law, the validity, legality and enforceability
of the remaining provisions contained herein shall not (to the full extent permitted by law) in any way be affected
or impaired. The descriptive headings used in this Agreement are for convenience only and shall not be deemed
to affect the meaning or construction of any provision hereof. The word "including" shall be deemed to be
followed by the words "without limitation." The Obligor waives any and all notice of the acceptance of this
Agreement by the Creditor, or of the creation, accrual or maturity (whether by declaration or otherwise) of any
and all Obligations, or of any renewals or extensions thereof from time to time, or of the Creditor's reliance on
this Agreement.

16. GOVERNING LAW; CONSENT TO JURISDICTION; SERVICE OF PROCESS. This Agreement shall
be governed by and construed in accordance with the laws of the State of California applicable to contracts
made and to be performed wholly within that state. The Obligor hereby consents to the jurisdiction of the courts
of the State of California and the courts of the United States of America for the Central District of California and
consents that any action or proceeding hereunder may be brought in such courts, and waives any objection that it
may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or
proceeding was brought in an inconvenient court and agrees not to plead or claim the same; and authorizes the
service of process on the Obligor by registered or certified mail sent to any address authorized in
Section 13 as an address for the sending of notices.

17. WAIVER OF CERTAIN RIGHTS. THE OBLIGOR HEREBY WAIVES THE RIGHT TO INTERPOSE
ANY DEFENSE, SET-OFF, COUNTERCLAIM OR CROSS-CLAIM OF ANY NATURE OR

                                    8
DESCRIPTION, ANY OBJECTION BASED ON FORUM NON CONVENIENS OR VENUE, AND
ANY CLAIM FOR CONSEQUENTIAL, PUNITIVE OR SPECIAL DAMAGES.

18. WAIVER OF JURY TRIAL; REFEREE. THE OBLIGOR AND FTC HEREBY WAIVE TRIAL BY
JURY IN ANY ACTION, PROCEEDING, COUNTERCLAIM OR CROSS-CLAIM BROUGHT BY OR
AGAINST THE OBLIGOR OR FTC ON ANY MATTERS WHATSOEVER, IN CONTRACT OR IN
TORT, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS GUARANTY. THE OBLIGOR
AND FTC DESIRE THAT THEIR DISPUTES BE RESOLVED BY A JUDGE APPLYING APPLICABLE
STATE AND FEDERAL LAWS. THEREFORE, TO ACHIEVE THE BEST COMBINATION OF THE
BENEFITS OF THE JUDICIAL SYSTEM AND OF ARBITRATION, THE OBLIGOR AND FTC AGREE
THAT A JUDICIAL REFEREE WILL BE APPOINTED UNDER CALIFORNIA CODE OF CIVIL
PROCEDURE SECTION 631 TO DETERMINE ANY FACTUAL ISSUES IN ANY ACTION, SUIT, OR
PROCEEDING BROUGHT TO RESOLVE ANY DISPUTE, WHETHER ARISING IN CONTRACT,
TORT, OR OTHERWISE BETWEEN THE OBLIGOR AND FTC ARISING OUT OF, CONNECTED
WITH, RELATED OR INCIDENTAL TO THIS GUARANTY, THE RELATIONSHIP ESTABLISHED
BETWEEN THEM IN CONNECTION HEREWITH OR THE TRANSACTIONS RELATED THERETO.
THE OBLIGOR AND FTC SHALL SELECT A SINGLE NEUTRAL REFEREE, WHO SHALL BE A
RETIRED STATE OR FEDERAL JUDGE WITH AT LEAST FIVE YEARS OF JUDICIAL EXPERIENCE
IN CIVIL MATTERS. IN THE EVENT THAT THE OBLIGOR AND FTC CANNOT AGREE UPON A
REFEREE, THE REFEREE SHALL BE APPOINTED BY THE COURT. THE OBLIGOR AND FTC
SHALL EQUALLY BEAR THE FEES AND EXPENSES OF THE REFEREE UNLESS THE REFEREE
OTHERWISE PROVIDES IN THE STATEMENT OF DECISION.

IN WITNESS WHEREOF, the Obligor(s) has/have executed this Agreement.

             Chief Executive Office:                OBLIGOR
                                                    TAVERNITI SO JEANS, LLC
             5804 E. SLAUSON
             COMMERCE, CA 90040                     By:   /s/ Paul Guez
                                                        ----------------------------
                                                    Title:

                                                    By:
                                                          ----------------------------




Title:

ACCEPTED AND AGREED:

FTC COMMERCIAL CORP.

                               By:    /s/ Kenneth L. Wengrod
                                    ------------------------------
                               Name:      Kenneth L. Wengrod
                               Title:     President




                                                9
EXHIBIT 10.24

                                                 FTC
                                            COMMERCIAL CORP.

As of October 31, 2005

Blue Holdings, Inc.
5804 E. Slauson Avenue
Commerce, CA 90040

Ladies and Gentlemen:

This Amendment to Continuing Security Agreement (this "Amendment") is entered into as of October 31, 2005
by and between FTC COMMERCIAL CORP. ("FTC", "we" or "us") and Blue Holdings, Inc. ("Client" or
"you"), with reference to the following:

A. FTC and Client are parties to a Continuing Security Agreement dated as of July 25, 2005 (as amended, the
"Security Agreement"), the provisions of which are incorporated into this Amendment.

B. FTC and Client desire to amend the Security Agreement, effective as of the date hereof, as set forth herein.

NOW, THEREFORE, the parties agree as follows:

1. Initially capitalized terms used herein which are not otherwise defined shall have the meanings assigned to them
in the Security Agreement.

2. Subpart (d) of the first sentence of Section 4 is amended to read as follows and subpart (e) of the first
sentence of
Section 4 is deleted in its entirety:

; or (d) there shall occur with respect to the Collateral any misappropriation, conversion, diversion or fraud or
any material loss, theft or damage.

3. Subpart (pp) of the second sentence of Section 4 is amended to read as follows, the word "or" is added
before subpart (tt) of the second sentence of Section 4 and subpart (uu) of the second sentence of Section 4 is
deleted in its entirety:

(pp) the issuance of any warrant, process or order of attachment, garnishment or lien, and/or the filing of a Lien
as a result thereof against Collateral or any part of the Collateral;

4. Except as amended hereby, the Security Agreement shall remain in full force and effect and unmodified. Client
hereby reaffirms each and every one of Client's representations, warranties and covenants under the Security
Agreement.

5. Any reference in the Security Agreement to "this Agreement", "herein", "hereunder" or words of similar
meaning shall mean the Security Agreement as amended by this Amendment.
6. Client hereby represents and warrants to FTC that this Amendment has been duly authorized by all necessary
action on the part of Client and constitutes a valid and legally binding obligation of Client, enforceable against
Client in accordance with its terms.

7. This Amendment shall be governed by the laws of the State of California without regard to the conflicts of law
principles thereof.

8. The Security Agreement, as amended by this Amendment, constitutes the entire agreement between Client and
FTC as to the subject matter hereof and may not be altered or amended except by written agreement signed by
Client and FTC. No provision hereof may be waived by FTC except upon written waiver executed by FTC.

9. This Amendment may be executed in two or more counterparts, each of which shall be deemed an original and
all of which together shall constitute one and the same instrument.

                Sincerely,                                   AGREED:

                FTC COMMERCIAL CORP.                         BLUE HOLDINGS, INC.


                By: /s/ Kenneth L. Wengrod                   By: /s/ Patrick Chow
                   --------------------------                   ----------------------------
                Name:   Kenneth L. Wengrod                   Name:    Patrick Chow
                Title: President                             Title:   CFO




                                                         2
EXHIBIT 10.25

                                                 FTC
                                            COMMERCIAL CORP.

As of October 31, 2005

Antik Denim, LLC
5804 E. Slauson Avenue
Commerce, CA 90040

Ladies and Gentlemen:

This Amendment to Continuing Security Agreement (this "Amendment") is entered into as of October 31, 2005
by and between FTC COMMERCIAL CORP. ("FTC", "we" or "us") and ANTIK DENIM, LLC ("Client" or
"you"), with reference to the following:

A. FTC and Client are parties to a Continuing Security Agreement dated as of July 25, 2005 (as amended, the
"Security Agreement"), the provisions of which are incorporated into this Amendment.

B. FTC and Client desire to amend the Security Agreement, effective as of the date hereof, as set forth herein.

NOW, THEREFORE, the parties agree as follows:

1. Initially capitalized terms used herein which are not otherwise defined shall have the meanings assigned to them
in the Security Agreement.

2. Subpart (d) of the first sentence of Section 4 is amended to read as follows and subpart (e) of the first
sentence of
Section 4 is deleted in its entirety:

; or (d) there shall occur with respect to the Collateral any misappropriation, conversion, diversion or fraud or
any material loss, theft or damage.

3. Subpart (pp) of the second sentence of Section 4 is amended to read as follows, the word "or" is added
before subpart (tt) of the second sentence of Section 4 and subpart (uu) of the second sentence of Section 4 is
deleted in its entirety:

(pp) the issuance of any warrant, process or order of attachment, garnishment or lien, and/or the filing of a Lien
as a result thereof against Collateral or any part of the Collateral;

4. Except as amended hereby, the Security Agreement shall remain in full force and effect and unmodified. Client
hereby reaffirms each and every one of Client's representations, warranties and covenants under the Security
Agreement.

5. Any reference in the Security Agreement to "this Agreement", "herein", "hereunder" or words of similar
meaning shall mean the Security Agreement as amended by this Amendment.

6. Client hereby represents and warrants to FTC that this Amendment has been duly authorized by all necessary
action on the part of Client and constitutes a valid and legally binding obligation of Client, enforceable against
Client in accordance with its terms.
7. This Amendment shall be governed by the laws of the State of California without regard to the conflicts of law
principles thereof.

8. The Security Agreement, as amended by this Amendment, constitutes the entire agreement between Client and
FTC as to the subject matter hereof and may not be altered or amended except by written agreement signed by
Client and FTC. No provision hereof may be waived by FTC except upon written waiver executed by FTC.

9. This Amendment may be executed in two or more counterparts, each of which shall be deemed an original and
all of which together shall constitute one and the same instrument.

                Sincerely,                                  AGREED:

                FTC COMMERCIAL CORP.                        ANTIK DENIM, LLC



                By: /s/ Kenneth L. Wengrod                  By: /s/ Patrick Chow
                   --------------------------                  ----------------------------
                Name:   Kenneth L. Wengrod                  Name:   Patrick Chow
                Title: President                            Title: CFO




                                                        2
EXHIBIT 10.26

THIS REVOLVING PROMISSORY NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND HAS BEEN ACQUIRED FOR
INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR
DISTRIBUTION THEREOF. NO SUCH SALE OR DISPOSITION MAY BE EFFECTED WITHOUT AN
EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL
FOR THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES
ACT.


$3,000,000 As of August 7, 2006 Commerce, California

                                   REVOLVING PROMISSORY NOTE

In consideration of such advances (hereinafter "ADVANCE" or "ADVANCES") as PAUL GUEZ, an individual,
or his assigns (collectively, "HOLDER"), from time to time may make hereon to or for the benefit of BLUE
HOLDINGS, INC., a Nevada corporation (the "COMPANY"), at the Company's offices at 5804 E. Slauson
Avenue, Commerce, California 90040, or at such other place as the parties may mutually agree, pursuant to the
Revolving Credit Commitment, as defined below, up to the maximum aggregate principal amount of Three Million
U.S. Dollars ($3,000,000) (the "MAXIMUM AGGREGATE AMOUNT"), the Company hereby promises to
pay to Holder the principal amount of all Advances, together with accrued interest thereon from the date of such
Advances, all subject to the terms and conditions set forth below.

1. REVOLVING CREDIT COMMITMENT.

1.1 ADVANCES. The Holder agrees to make Advances to the Company from time to time during the Revolving
Credit Commitment Period, as defined below, in an aggregate principal amount at any one time outstanding which
does not exceed the Maximum Aggregate Amount (the "REVOLVING CREDIT COMMITMENT"). During
the Revolving Credit Commitment Period, the Company may use the Revolving Credit Commitment by
borrowing, prepaying any Advances in whole or in part, and re-borrowing, all in accordance with the terms and
conditions hereof.

1.2 INTEREST. Interest shall accrue from the date of any Advances on any principal amount withdrawn, and on
accrued and unpaid interest thereon, at the rate of six percent (6%) per annum, compounded annually.

2. REVOLVING CREDIT COMMITMENT PERIOD. The revolving credit commitment period (the
"REVOLVING CREDIT COMMITMENT PERIOD") shall commence as of the date hereof and shall expire on
December 31, 2007 (the "EXPIRATION DATE").

3. PROCEDURE FOR REVOLVING CREDIT ADVANCES.

3.1 The Company may request Advances under the Revolving Credit Commitment during the Revolving Credit
Commitment Period on any day of the week, Monday through Friday, 9 a.m. through 5 p.m., Pacific Time,
(hereinafter referred to as any "BUSINESS DAY" or "BUSINESS DAYS"), PROVIDED that the Company
shall give the Holder irrevocable notice (which notice must be received by the Holder prior to 12:00 Noon,
Pacific Time) one (1) Business Day prior to the requested Advance date, specifying (i) the amount of the
Advance, and (ii) the requested Advance date. Each Advance under the Revolving Credit
Commitment shall be in an amount equal to $50,000 or a whole multiple of $50,000 in excess thereof. Upon
receipt of any such notice from the Company, the Holder will make the amount of the Advance available prior to
12:00 Noon, Pacific Time, on the Advance date requested by the Company in funds immediately available to the
Company.

3.2 The Holder shall maintain in accordance with its usual practice an account or accounts evidencing
indebtedness of the Company to the Holder resulting from each Advance from time to time, including the amounts
of principal and interest payable and paid to the Holder from time to time under this Note. The parties
acknowledge and agree that as of the date hereof, an aggregate principal amount of $______________ in
Advances is outstanding.

4. REPAYMENT PROCEDURE.

4.1 GENERAL. Repayment on any Advances shall be made in lawful tender of the United States. Any payments
on this Note made during the Revolving Credit Commitment Period, as defined below, shall be credited first to
any interest due and the remainder to principal.

4.2 REPAYMENT OF PRINCIPAL AND INTEREST. All outstanding and unpaid principal, and all
outstanding and accrued unpaid interest, shall become due and payable on and as of the Expiration Date.

4.3 OPTIONAL PREPAYMENT. The Company may, at any time and from time to time and without penalty,
prepay all or any portion of the accrued and unpaid interest on this Note and any outstanding principle amount of
this Note.

5. TRANSFERS.

5.1 Holder acknowledges that this Note has not been registered under the Securities Act of 1933, and agrees not
to sell, pledge, distribute, offer for sale, transfer or otherwise dispose of this Note in the absence of (i) an
effective registration statement under the Securities Act as to this Note and registration or qualification of this
Note under any applicable Blue Sky or state securities laws then in effect, or (ii) an opinion of counsel,
satisfactory to the Company, that such registration and qualification are not required.

5.2 Subject to the provisions of SECTION 5.1 hereof, this Note and all rights hereunder are transferable, in
whole or in part, upon surrender of the Note with a properly executed assignment, in the form prescribed by the
Company, at the principal office of the Company; PROVIDED, HOWEVER, that this Note may not be
transferred in whole or in part without the prior written consent of the Company.

5.3 Until any transfer of this Note is made in the Note register, the Company may treat the registered Holder of
this Note as the absolute owner hereof for all purposes; PROVIDED, HOWEVER, that if and when this Note is
properly assigned in blank, the Company may (but shall not be required to) treat the bearer hereof as the
absolute owner hereof for all purposes, notwithstanding any notice to the contrary.

5.4 The Company will maintain a register containing the name and address of the registered Holder of this Note.
Any registered Holder may change such registered Holder's address as shown on the Note register by written
notice to the Company requesting such change.

                                                        2
5.5 In the discretion of the Company, the Company may condition any transfer of all or any portion of this Note
(other than a disposition satisfying the conditions set forth in clause (i) of SECTION 5.1 above) upon the
transferee's delivery to the Company of a written agreement, in form and substance satisfactory to the Company,
whereby the transferee agrees to be bound by the transfer restrictions set forth in this SECTION 5.

6. EVENTS OF DEFAULT.

6.1 EVENTS OF DEFAULT. The occurrence of any or all of the following events shall constitute an event of
default (each, an "EVENT OF DEFAULT") by the Company under this Note:

(i) Default by the Company in any payment on this Note after any such payment becomes due and payable; or

(ii) Breach by the Company of any material provisions of any agreement between the Company and the Holder;
or

(iii) The Company shall file a voluntary petition in bankruptcy or any petition or answer seeking for itself any
reorganization, readjustment, arrangement, composition or similar relief; or shall commence a voluntary case
under the federal bankruptcy laws; or shall admit in writing its insolvency or its inability to pay its debts as they
become due; or shall make an assignment for the benefit of creditors; or shall apply for, consent to, or acquiesce
in the appointment of, or the taking of possession by, a trustee, receiver, custodian or similar official or agent of
the Company or of substantially all of its property and shall not be discharged within ninety (90) days; or a
petition seeking reorganization, readjustment, arrangement, composition or other similar relief as to the Company
under the federal bankruptcy laws or any similar law for the relief of debtors shall be brought against the
Company and shall be consented to by it or shall remain undismissed for ninety (90) days.

6.2 CONSEQUENCE OF DEFAULT. Upon the occurrence of any Event of Default, the Holder shall be held in
a first credit position on the entire amount due on this Note, and, this Note shall immediately become due and
payable upon written notice from the Holder, and, from the time of the Company's receipt of such written notice
until this Note shall be paid in full, the unpaid outstanding principal balance of this Note shall bear interest at the
rate of ten percent (10%) per annum or the legal rate of interest, whichever is lower, (calculated on the basis of a
three hundred sixty-five (365) day year for the actual number of days elapsed) (the "DEFAULT RATE").
Moreover, after the occurrence of any such Event of Default, the Holder may proceed to protect and enforce its
rights, at law, in equity or otherwise, against the Company.

6.3 PAYMENT OF COSTS AND EXPENSES. In the event that this Note is placed in the hands of any
attorney for collection, or any suit or proceeding is brought for the recovery or protection of the indebtedness
hereunder, then and in any such events, the Company shall pay on demand all reasonable costs and expenses of
such suit or proceedings incurred by the Holder, including a reasonable attorneys' fee.

7. MISCELLANEOUS.

7.1 DELAY. No extension of time for payment of any amount owing hereunder shall affect the liability of the
Company for payment of the indebtedness evidenced hereby. No delay by the Holder or any holder hereof in
exercising any power or right hereunder shall operate as a waiver of any power or right hereunder.

7.2 WAIVER AND AMENDMENT. No waiver or modification of the terms of this Note shall be valid without
the written consent of the Holder.

                                                          3
7.3 GOVERNING LAW. This Note shall be governed by and construed in accordance with the laws of the
State of California as applied to contracts entered into between California residents wholly to be performed in
California, without regard to conflict of law principles of such State.

7.4 SEVERABILITY. In case any provision contained herein (or part thereof) shall for any reason be held to be
invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or other unenforceability shall not affect
any other provision (or the remaining part of the affected provision) hereof, but this Note shall be construed as if
such invalid, illegal, or unenforceable provision (or part thereof) had never been contained herein, but only to the
extent that such provision is invalid, illegal, or unenforceable.

7.5 NOTICE. All notices and other communications among the parties shall be in writing and shall be deemed to
have been duly given when
(i) delivered in person, or (ii) five (5) days after posting in the U.S. mail as registered mail or certified mail, return
receipt requested, or (iii) delivered by telecopier and promptly confirmed by delivery in person or post as
aforesaid in each case, with postage prepaid, addressed as follows:

                                                If to the Company, to:

                                                 Blue Holdings, Inc.
                                                5804 E. Slauson Ave.
                                                Commerce, CA 90040

Attention: CFO
Fax:

                                                  If to the Holder, to:

Paul Guez
5804 E. Slauson Ave.

                                                Commerce, CA 90040

Attention: CFO
Fax:

                                                            4
IN WITNESS WHEREOF, the Company has caused this Note to be duly executed and delivered by its
authorized officer as of the date first above written.

BLUE HOLDINGS, INC., a Nevada corporation

                            By:    /s/ Patrick Chow
                                   -----------------------------------
                                   Name: Patrick Chow
                                   Title: CFO




                                       ACKNOWLEDGED:

                            By:    /s/ Paul Guez
                                   -----------------------------------
                                   Paul Guez




                                                 5
EXHIBIT 10.27

                              JOINT VENTURE AGREEMENT
                                     TERM SHEET

       -------------------------- -----------------------------------------------------
       PURPOSE:                   Design, development,    manufacturing and wholesale
                                  distribution of the "Life and Death" apparel line.
                                  (the "Product Line")
       -------------------------- -----------------------------------------------------
       PARTIES:                   Blue Holdings,    Inc.   ("BLHL") - 50% membership
                                  interest Phillipe Naouri ("PN") - 25% membership
                                  interest Alex Caugant     ("AC") - 25%     membership
                                  interest
       -------------------------- -----------------------------------------------------
       INITIAL CAPITAL            PN and AC have invested an undetermined amount for
       CONTRIBUTION:              the initial development and launch of the Product
                                  Line, which, once determined, shall be considered as
                                  their collective Initial Capital Contribution. As its
                                  Initial Capital Contribution, BLHL will contribute
                                  the same amount, and the BLHL contribution may be
                                  used as working capital.
       -------------------------- -----------------------------------------------------
       ADDITIONAL CAPITAL:        The Operating Agreement of Newco shall contain a
                                  mechanism    for    "Additional    Capital    Calls".
                                  Notwithstanding the foregoing, no member shall be
                                  required to contribute additional capital and no
                                  members percentage interest shall be diluted by such
                                  member's refusal to contribute additional capital.
                                  Each such Additional Capital Call shall require the
                                  unanimous consent of the members, and any such
                                  contributions   shall be made by the members in
                                  accordance   with   their    respective    membership
                                  interests. Prior to making a capital call, the
                                  managers shall meet in good faith to determine the
                                  necessity and the amount of any such call.
       -------------------------- -----------------------------------------------------
                                  In the event that additional working capital is
                                  needed, but the members do not wish to make an
                                  Additional Capital Call, then any member may, but
                                  shall not be required to, lend funds to Newco, which
                                  such loan shall be evidenced by a promissory note
                                  with interest payable at prime plus 1% and which
                                  shall contain other standard terms and conditions,
                                  all of which must be approved by the managers.
       -------------------------- -----------------------------------------------------
       PROFITS & LOSSES:          The members    shall share profits and losses in
                                  accordance with their percentage interests..
       -------------------------- -----------------------------------------------------
       COMPANY                    MANAGEMENT: PN and Paul Guez will serve as the
                                  managers of Newco. PN shall be responsible for
                                  managing all day to day operations of the business,
                                  for hiring and     supervising   personnel   and all
                                  operations relating to Newco's business, including
                                  production, accounting, design and development and
                                  administration.
       -------------------------- -----------------------------------------------------
       BUDGET:                    The managers shall prepare and adopt an annual
                                  budget. Any expenses outside the budget shall require
                                  the consent of both managers. All payroll, insurance,
                                  advertising,   development,   production   and other
                                  overhead costs shall be projected in the budget.
       -------------------------- -----------------------------------------------------
      -------------------------- -----------------------------------------------------
      SALARIES:                  PN and AC shall enter into employment agreements with
                                 Newco, pursuant to which they shall provide fashion
                                 design services for the Product Line, and for which
                                 they will each be compensated for the first six
                                 months at the rate of $15,000 per month,          and
                                 thereafter at the rate of $25,000 per month. rate of
                                 $300 000 per year.
      -------------------------- -----------------------------------------------------
      TRADEMARK:                 The "Life & Death" trademark application, Serial No
                                 78880036 which is pending before the United States
                                 Patent and Trademark Office shall be irrevocably
                                 assigned by PN to Newco.
      -------------------------- -----------------------------------------------------
      MISCELLANEOUS:             The existing employment agreements between Antik
                                 Denim, LLC, PN and AC (as amended) shall be further
                                 amended to permit (a) PN and AC to enter into an
                                 employment agreement with, and to provide services to
                                 Newco; (b) to provide a salary adjustment effective
                                 six (6) months following the inception of this
                                 agreement, whereby the salaries payable to PN and AC
                                 by Antik Denim, LLC shall be reduced from the present
                                 $20,000 each per month to $10,000 each per month; and
                                 (c) to amend Section 17 of the Employment Agreement
                                 to read as follows:

                                          17.      TERMINATION BY EMPLOYEE.

                                          If Employer ceases conducting its business,
                                 takes any action looking toward its dissolution or
                                 liquidation, makes an assignment for the benefit of
                                 its creditors, admits in writing its inability to pay
                                 its debts as they become due, files a voluntary, or
                                 becomes the subject of an involuntary petition in
                                 bankruptcy, becomes the subject of any state or
                                 federal   insolvency   proceeding of any kind, or
                                 otherwise materially breaches this Agreement, then
                                 the Employee, in the Employee's sole discretion, by
                                 written notice to the Employer, may terminate the
                                 employment,   and the    Employer   consents to the
                                 Employee's release under such circumstances; and in
                                 the case of a material breach by Employer or if the
                                 Employer ceases to operate or exist as a result of
                                 such event, the provisions of paragraph 18 of this
                                 Agreement will not survive the termination.
      -------------------------- -----------------------------------------------------




[REMAINER OF PAGE INTENTIONAL LEFT BLANK]

                                             2
[CONTINUED FROM PAGE TWO]

AGREED AND ACCEPTED:

                                /S/ PHILIPPE NAOURI
                       --------------------------------------
                       Philippe Naouri




                                /S/ ALEXANDRE CAUGANT
                       --------------------------------------
                       Alexandre Caugant




BLUE HOLDINGS, INC.:

                                /S/ PAUL GUEZ
                       --------------------------------------
                       By:      Paul Guez, C.E.O




                                         3
EXHIBIT 10.27.2

                             MEMBERSHIP ACQUISITION AGREEMENT

This agreement (this "Agreement") is made as of the 20th day of September, 2006, by and between Life &
Death, LLC (the "Company"), a limited liability company organized under Beverly Killea Act of California,
(California Corporations Code ss.ss.17000 ET SEQ., hereinafter referred to as the "Act"), and consisting of
Philippe Naouri and Alexandre Caugant (the "Existing Members"), located at 2508 North Vermont Avenue, Los
Angeles, CA 90027, and Blue Holdings, Inc. (the "Purchaser"), located at 5804 E. Slauson Avenue, Commerce,
CA 90040.

                                                  RECITALS

A. The Company was duly formed and organized under the Act upon the filing of Articles of Organization with
the Secretary of State of California on May 4, 2006, as amended by the filing of a Certificate of Amendment with
the Secretary of State of California on August 21, 2006.

B. An Operating Agreement has existed since August 21, 2006 among the Existing Members (the "Operating
Agreement"), under which the Company has acquired assets consisting of personal property, and has established
and equipped, and is now operating a business at 5804 E. Slauson Avenue, Commerce, CA 90040, consisting of
the design, development, manufacturing and wholesale distribution of knit apparel bearing the "Life & Death"
trademark (the "Trademark").

C. Purchaser desires to purchase an undivided interest in the Company and all of its assets, and to participate in
the operation of the business with the Existing Members in accordance with the management rights afforded to all
members in the Operating Agreement.

1. SALE OF INTEREST.

The Company agrees to sell and transfer to Purchaser an undivided fifty percent (50%) interest in the Company
and in all its assets, in consideration of the sum of One Hundred Eighty Six One Hundred Forty-Two Dollars and
73/100 ( $186,142.73), payable upon execution and delivery of this Agreement. Company represents and
warrants to Purchaser that all required consents of the Existing Members have been obtained and that upon
completion of the transactions referred to herein the Purchaser shall be deemed to be a member of the Company
with all rights associated therewith as may be provided in the Act and in the Operating Agreement.

2. PURCHASE OF INTEREST.

Purchaser agrees to pay as a purchase price for an undivided fifty percent (50%) interest in the Company the
amount set out in Paragraph 1, on the terms stated in that paragraph.
3. INTERESTS OF MEMBERS.

Upon completion of the transactions described herein, the interests of the Purchaser and the Existing Members in
the profits, losses and capital of the Company will be as follows:

                               Philippe Naouri                                                    25%

                               Alexandre Caugant                                                  25%

                               Blue Holdings, Inc.                                                50%

                    4.         AUDIT OF COMPANY BOOKS.




An audit of the assets and liabilities of the Company will be taken as of the date of this Agreement, and the books
of account of such Company will be closed. The books of account will then be adjusted to show the assignment
to Purchaser of an undivided fifty percent (50%) interest in the Company.

5. APPLICATIONS OF PROCEEDS OF SALE OF INTEREST.

The Company agrees to apply the entire sum paid by the Purchaser for its interest in the Company, toward the
reduction of indebtedness of the Company, to the current expenses of the Company, and as working capital.

6. OPERATING AGREEMENT. A copy of the Amended and Restated Operating Agreement is attached to
this Agreement and incorporated herein by this reference. Upon execution of this Agreement, the Amended and
Restated Operating Agreement will be in full force and effect and all of the members shall be bound by the terms
of such Amended and Restated Operating Agreement.

7. OPERATION OF BUSINESS.

The business of the Company will be operated without interruption, in the manner provided by the attached
Amended and Restated Operating Agreement.

8. INVESTMENT INTENT.

Purchaser represents and warrants t the Company and the Existing Members that the Purchaser is acquiring the
interest in the Company under this Agreement for investment and not with a view to distribution. The Purchaser
further represents and warrants to the Company and the Existing Members that the Purchaser understands that:
(a) the interest in the Company being purchased and sold under this Agreement has not been registered under the
Federal Securities Act of 1933, as amended (the "Securities Act") in reliance upon an exemption from
registration, (b) the interest must be held indefinitely, unless it is later registered under the Securities Act or unless
an exemption from
registration is otherwise available, and (c) the Company has no obligation to register the interest. The Purchaser
agrees that the interest will not be offered, sold, transferred, pledged, or otherwise disposed of without
registration under the Securities Act and applicable state securities laws or an opinion of counsel acceptable to
the manager(s) of the Company that such registration is not required.

9. MISCELLANEOUS PROVISIONS.

9.1 CONSTRUCTION AND INTERPRETATION. This Agreement shall be construed and interpreted in
accordance with the substantive and procedural laws of the State of California, including the Act, without
reference to the principles of conflict of laws of such state.

9.2. DESCRIPTIVE HEADINGS. The descriptive headings of the several articles and sections contained in this
Agreement are included for convenience only and shall not control or affect the meaning or construction of any of
the provisions hereof.

9.3 ENTIRE AGREEMENT. This Agreement, together with the Exhibits and Schedules hereto, the certificates,
documents, instruments and writings that are delivered pursuant hereto, constitutes the entire agreement and
understanding of the parties hereto in respect of its subject matters and supersedes all prior understandings,
agreements, or representations, by or among the parties hereto, written or oral, to the extent they relate in any
way to the subject matter hereof or the transactions contemplated hereby.

9.4 ATTORNEY'S FEES. In the event that any suit or action is instituted to enforce any provision in this
Agreement, the prevailing party in such dispute shall be entitled to recover from the losing party all fees, costs and
expenses of enforcing any right of such prevailing party under or with respect to this Agreement, including without
limitation, such reasonable fees and expenses of attorneys and accountants, which shall include, without limitation,
all reasonable fees, costs and expenses of appeals.

9.5 COUNTERPARTS. This Agreement 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.

9.6 AMENDMENTS AND WAIVERS. This Agreement may not be amended or modified, and no provisions
hereof may be waived, without the written consent of the Company and the parties hereto. No action taken
pursuant to this Agreement, including without limitation, any investigation by or on behalf of any party, shall be
deemed to constitute a waiver by the party taking such action of compliance with any representation, warranty,
covenant or agreement contained herein. The waiver by any party hereto of a breach of any provisions of this
Agreement shall not operate or be construed as a further or continuing waiver of such breach or as a waiver of
any other or subsequent breach. No failure on the part of any party to exercise, and no delay in exercising, any
right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of such
right, power or remedy by such party preclude any other or further exercise thereof or the exercise of any other
right, power or remedy. All remedies hereunder are cumulative and are not exclusive of any other remedies
provided by law.
9.7 SEVERABILITY. The provisions of this Agreement will be deemed severable and the invalidity or
unenforceability of any provision hereof will not affect the validity or enforceability of the other provisions hereof;
provided that if any provision of this Agreement, as applied to any Party or to any circumstance, is adjudged by a
court or governmental body to be unenforceable in accordance with its terms, the parties agree that the court or
governmental body making such determination will have the power to modify the provision in a manner consistent
with its objectives such that the provision is enforceable, and/or to delete specific words or phrases, and then it its
reduced form such provision will be enforceable.

9.8 TITLES AND SUBTITLES. The article and section headings contained in this Agreement and in the Exhibits
and Schedules hereto are inserted for convenience only and will not affect in any way the meaning or
interpretation of this Agreement.

9.9 CONSTRUCTION. The parties hereto have jointly participated in the negotiation and drafting of this
Agreement. If an ambiguity or question of intent or interpretation arises, this Agreement will be construed as if
drafted jointly by the parties hereto and presumption or burden of proof will arise favoring or disfavoring any
party hereto because of the authorship of any provision of this Agreement. Any reference to any federal, state,
local or foreign law will also be deemed to refer to such law as amended and all rules and regulations
promulgated thereunder, unless the context otherwise requires. The word "including" means "including, without
limitation". Pronouns in masculine, feminine and neuter genders will be construed to include any other gender, and
words in the singular form will be construed to include the plural and vice versa, unless the context otherwise
requires. The words "This Agreement", "herein", "hereof", "hereby", "hereunder" and words of similar import refer
to this Agreement as a whole and not to any particular subdivision unless expressly so limited. The parties hereto
intend that each representation, warranty and covenant contained herein will have independent significance. If any
party hereto has breached any representation, warranty or covenant contained herein in any respect, the fact that
there exists another representation, warranty or covenant relating to the same subject matter (regardless of the
relative levels of specificity) which such party has breached, will not detract from or mitigate the fact that such
party is in breach of the first representation, warranty or covenant.

9.10. EFFECTIVE DATE. For all purposes hereof, this Agreement shall be deemed effective as of the date first
mentioned above.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.]
IN WITNESS WHEREOF, the parties hereto have executed this Membership Acquisition Agreement as of the
day and year first above written.

            COMPANY:                                      LIFE & DEATH, LLC

                                                          By:   /s/ Philippe Naouri
                                                             -----------------------
                                                          Its:



            EXISTING MEMBERS:                             /s/ Alexandre Caugant
                                                          --------------------------
                                                              Alexandre Caugant

                                                          /s/ Philippe Naouri
                                                          --------------------------
                                                              Philippe Naouri


            PURCHASER:                                    BLUE HOLDINGS, INC.

                                                          By: /s/ Patrick Chow
                                                             --------------------------

                                                          Its:      CFO
                                                                 ------------------------
EXHIBIT 10.27.3

                                  AMENDED AND RESTATED
                                  OPERATING AGREEMENT
                                             OF
                                     LIFE & DEATH, LLC,
                          A CALIFORNIA LIMITED LIABILITY COMPANY

THIS AMENDED AND RESTATED OPERATING AGREEMENT (the "AGREEMENT") is entered into to
be effective as of September 15, 2006 (the "EFFECTIVE DATE"), by and between Blue Holdings, Inc.
("BLHL"), Alexandre Caugant ("CAUGANT") and Philippe Naouri ("NAOURI") (each of BLHL, Naouri and
Caugant are referred to herein individually as a "MEMBER", and collectively as the "MEMBER").

                                                 RECITALS:

A. The Members entered into that certain Joint Venture Agreement Term Sheet dated as of September 15, 2006
(the "TERM SHEET"), and that certain Membership Acquisition Agreement (the "MAQ"), dated to be effective
as of September 15, 2006, which set forth the terms and conditions upon which the BLHL would acquire a
membership interest in the Company and the rights, preferences, privileges and restrictions of the Members of the
Company following such acquisition.

B. In accordance with the MAQ, the Members desire to supersede, terminate and void AB INITIO the MAQ,
and to enter into this Agreement to govern, as of the Effective Date, the rights, preferences, privileges and
restrictions of the Members of the Company.

                                               AGREEMENTS:

In consideration of the mutual promises herein contained and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the Members hereby agree as follows:

                                         ARTICLE 1
                          FORMATION OF LIMITED LIABILITY COMPANY

1.1 FORMATION. Life & Death, LLC (the "COMPANY") was formed under the provisions of the Beverly-
Killea Act, California Corporations Code ss.ss.17000-17655 (the "ACT") by the filing of Articles of
Organization with the California Secretary of State on May 4, 2006, File Number 200612610025, as amended
by the filing on August 21, 2006 of a Certificate of Amendment, changing the name of the Company to Life &
Death, LLC. Except as herein otherwise expressly provided, the rights and liabilities of the Members shall be as
provided in the Act, as it may be amended from time to time.

1.2 MAINTENANCE OF STATUS. The Members shall take such steps as are necessary to maintain the
Company's status as a limited liability company formed under the laws of the State of California and its
qualification to conduct
business in any jurisdiction where the Company does business and is required to be qualified.

1.3 WAIVER OF RIGHT TO PARTITION. No Member shall, either directly or indirectly, take any action to
require partition of the Company or of any of its assets or properties or cause the sale of any Company property,
and, notwithstanding any provision of law to the contrary, each Member (and his, her or its legal representative,
successor or assign) hereby irrevocably waives any and all right to maintain any action for partition or to compel
any sale with respect to his, her or its Membership Interest, or with respect to any assets or properties of the
Company, except as expressly provided in this Agreement.

                                                  ARTICLE 2
                                                    NAME

The business of the Company shall be conducted under the name Life & Death, LLC or such other name as the
Manager may hereafter designate.

                                                 ARTICLE 3
                                                DEFINITIONS

As used in this Agreement, the following terms shall have the following meanings:

3.1 "ACT" means the Beverly-Killea Limited Liability Company Act (California Corporations Code ss.ss.17000-
17655), as it may be amended from time to time.

3.2 "ADDITIONAL CAPITAL" is defined in Section 7.1(b).

3.3 "ADJUSTED CAPITAL ACCOUNT DEFICIT" means, with respect to any Member, the deficit balance, if
any, in such Member's Capital Account as of the end of the relevant fiscal year of the Company, after giving
effect to the following adjustments: (i) Credit to such Capital Account any amounts which such Member is
obligated to restore pursuant to any provision of this Agreement or is deemed to be obligated to restore pursuant
to the penultimate sentences of Regulations Sections 1.704-2(g)(1) and 1.704-2(i)(5); and (ii) debit to such
Capital Account the items described in Regulations Sections 1.704-1(b)(2)(ii)(d)(4), (5) and (6). This definition
of Adjusted Capital Account Deficit is intended to comply with the provisions of Regulations Section 1.704-1(b)
(2)(ii)(d) and shall be interpreted consistently therewith.

3.4 "AGREEMENT" means this Operating Agreement, as amended, modified or supplemented from time to
time.

3.5 "CAPITAL ACCOUNT" means, with respect to any Member, the amount of money contributed by such
Member to the capital of the Company, the aggregate fair market value (as determined by the Manager) of all
property contributed or deemed contributed by such Member to the capital of the Company (net of liabilities
secured by such contributed property that the Company is considered to assume or take subject to under Section
752 of the Code), the aggregate amount of all Net Profits allocated to such Member, and any and all items of
gross income or gain specially allocated to such Member pursuant to Sections 9.3 and 9.4, and decreased by the
amount of money distributed (or deemed distributed) to such Member by the Company (exclusive of any
guaranteed payment within the meaning of Section 707(c) of the Code paid to such Member), the aggregate fair
market value (as determined by the Manager) of all property distributed (or deemed distributed) to such Member
by the Company (net of

                                                        2
liabilities secured by such distributed property that such Member is considered to assume or take subject to
under Section 752 of the Code), the amount of any Net Losses charged to such Member, and any and all losses
and deductions including, without limitation, any and all partnership and/or partner "nonrecourse deductions"
specially allocated to such Member pursuant to Sections 9.3 and 9.4. The foregoing Capital Account definition
and the other provisions of this Agreement relating to the maintenance of Capital Accounts are intended to
comply with Treasury Regulation Sections 1.704-1(b) and 1.704-2 and shall be interpreted and applied in a
manner consistent with such Regulations.

3.6 "CASH FLOW" means net profits determined under the Generally Accepted Accounting Principles in the
United States of America.

3.7 "CODE" means the Internal Revenue Code of 1986, as amended.

3.8 "COMPANY" means the limited liability company formed pursuant to this Agreement by the parties hereto,
as said company may from time to time be constituted.

3.9 "MAJORITY IN INTEREST" means those Members owning or having voting control over, in the aggregate,
more than fifty percent (50%) of the Percentage Interests, except where otherwise expressly provided in this
Agreement.

3.10 "MANAGER" means the person designated as the manager of the Company, as provided in Article 11.

3.11 "MARK" means the "LIFE & DEATH" trademark, as well as any variations thereof that the Company may
elect to register.

3.12 "MEMBERS" means those persons executing this Agreement on the signature page hereto, as well as those
persons who hereafter are been admitted to the Company as a member in accordance with Article 13.

3.13 "MEMBERSHIP INTEREST" means an ownership interest in the Company, which includes a Member's
share of the profits and losses of the Company, a Member's right to receive distributions of the Company's
assets, a Member's right to vote or participate in the management of the Company as permitted in this
Agreement, and a Member's right to information concerning the business and affairs of the Company, as provided
in this Agreement and under the Act.

3.14 "MEMBER LOAN" is defined in Section 7.1(c).

3.15 "NET PROFITS" and "NET LOSSES". The terms "NET PROFITS" and "NET LOSSES" mean, for each
fiscal year or other period, an amount equal to the Company's taxable income or loss, as the case may be, for
such year or period, determined in accordance with Section 703(a) of the Code (for this purpose, all items of
income, gain, loss and deduction required to be stated separately pursuant to Section 703(a)(1) of the Code shall
be included in taxable income or loss); provided, however, for purposes of computing such taxable income or
loss,

                                                       3
(i) such taxable income or loss shall be adjusted by any and all adjustments required to be made in order to
maintain Capital Account balances in compliance with Treasury Regulation Section 1.704-1(b), and (ii) any and
all items of gross income, gain, loss and deduction including, without limitation, all partnership and/or partner
"nonrecourse deductions" specially allocated to any Member pursuant to Sections 9.3 and 9.4 shall not be taken
into account in calculating such taxable income or loss.

3.16 "PERCENTAGE INTERESTS" means the Percentage Interests of the Members set forth opposite their
names on EXHIBIT A attached hereto.

3.17 "REGULATIONS" means the Treasury Regulations promulgated under the Code.

3.18 "TRANSFER" shall mean any transfer, sale, assignment, gift, pledge or other disposition or encumbrance.

                                                ARTICLE 4
                                            NATURE OF BUSINESS

4.1 BUSINESS PURPOSE. The business of the Company is to engage in (i) the design, development,
manufacture and wholesale distribution of apparel bearing the "LIFE & DEATH" trademark, as well as any
variations thereof that the Company may elect to register, and (ii) any other activity for which limited liability
companies may be organized under the laws of the State of California.

4.2 NO ACCOUNTABILITY. The Members and their affiliates may conduct any business or activity
whatsoever without any accountability to the Company or to any Member; provided, however, that nothing
contained in this Article 4 shall alter, modify, reduce or eliminate the requirements and obligations of the
Company and the Members expressly set forth in this Agreement. Each Member understands that the other
Members and their affiliates may be interested, directly or indirectly, in various other such businesses and
undertakings. The creation of the Company and the assumption by each of the Members of his, her or its duties
hereunder shall be without prejudice to the respective rights of the other Members and their affiliates to maintain
such other interests and activities and to receive and enjoy profits or compensation therefrom, and each Member
waives any rights he, she or it might otherwise have to share or participate in such other interests or activities of
the other Members and their affiliates.

                                                    ARTICLE 5
                                                      TERM

The term of the Company shall commence on the date hereof and shall continue in perpetuity, unless earlier
terminated under the provisions of Article 14.

                                               ARTICLE 6
                                      PRINCIPAL PLACE OF BUSINESS

The principal business office of the Company shall be located at such place as may be designated by the
Manager from time to time.

                                                           4
                                             ARTICLE 7
                                    CAPITAL AND CONTRIBUTIONS

7.1 NO REQUIRED CAPITAL.

(a) No Member shall be obligated to contribute any cash or property to the capital of the Company, except as
agreed upon by such Member and the Manager. Notwithstanding the foregoing, as an initial capital contribution,
and in consideration for their respective initial Membership Interests in the Company, the Members have
contributed the cash set forth on EXHIBIT A attached hereto and incorporated herein by reference.

(b) The Members may, but shall not be required to, contribute additional capital in the form of cash, as set forth
on EXHIBIT B, attached hereto and incorporated herein by reference ("ADDITIONAL CAPITAL"). In the
event that the Manager determines that Additional Capital is required, the Manager shall provide written notice to
each of the Members as to the amount that is required, and each Member shall be required to contribute its/his
pro-rata share within thirty (30) days from the date of such notice. In the event that any Member is unable to
contribute Additional Capital, then no Member shall be required to contribute Additional Capital; in which case
the Manager may obtain a loan from BLHL as described in subsection (c) below. Under no circumstances shall
any Member's percentage interest be diluted by its/his refusal or inability to contribute Additional Capital under
this provision.

(c) In the event that additional working capital is needed, but the Members do not wish to contribute Additional
Capital or the Members have already contributed Additional Capital up to the limits set forth on Exhibit B, then
any Member may, at its sole discretion, make a loan to the Company, which such loan shall be evidenced by a
promissory note with interest payable at prime plus 1% and shall contain standard terms and conditions, all of
which must be approved by the Manager (each a "MEMBER LOAN").

7.2 LIMITED LIABILITY. Members shall not be liable to creditors of the Company, and shall not be required
to restore all or any portion of a deficit balance in any such Member's Capital Account with the Company.

7.3 NO INTEREST ON CONTRIBUTION. No Member shall have the right to receive interest on its/his
capital contributions to the Company. 7.4 CAPITAL ACCOUNTS. Capital Accounts shall be maintained for the
Members in accordance with Section 704(b) of the Code and the Regulations promulgated thereunder.

                                                ARTICLE 8
                                              DISTRIBUTIONS

8.1 DISTRIBUTIONS. For any fiscal year of the Company Cash Flow shall be distributed by the Manager as
follows:

                                                        5
(a) First, fifty percent (50%) of the Cash Flow, if any, for each fiscal year shall be retained by the Company for
working capital and reserves (provided that when the Manager reasonably determines that any such working
capital and/or reserves are no longer necessary, then any such amounts shall be distributed in accordance with the
remaining provisions of this Section 8.1);

(b) Second, thirty percent (30%) of the Cash Flow, if any, for each fiscal year shall be used to repay the principal
on any outstanding Member Loan. If there are no outstanding Member Loans, then the Cash Flow under this
provision shall be distributed to each of the Members, pro rata, to the extent of any unreturned Additional Capital
contribution of such Member in excess of its/his initial capital contribution as set forth on EXHIBIT A (provided
that at such time as any such unreturned capital contributions are reduced to zero (0) any Cash Flow that would
otherwise be distributed pursuant to this
Section 8.1(b) shall instead be distributed pursuant to
Section 8.1(c)); and

(c) Thereafter, any remaining Cash Flow shall be distributed to the Members in proportion to their respective
Percentage Interests.

(d) Notwithstanding the foregoing, at any time the Manager believes that sufficient Cash Flow exists to make a
distribution within the guidelines set forth in subsections
(a), (b) and (c) above, then the Manager may cause an interim distribution, it being the intent of this subsection
that the Manager shall not be required to wait until the fiscal year end to make distributions.

8.2 RETURN OF CAPITAL. No Member shall be entitled to a return of his, her or its capital contribution
except in accordance with this Article 8 or Article 14.

8.3 WITHHOLDING. Any withholding tax required by law to be withheld by the Company with respect to a
Member shall be treated as a distribution to such Member.

8.4 LIMITATION ON DISTRIBUTIONS. A Member may not receive a distribution from the Company to the
extent that, after giving effect to the distribution, all liabilities of the Company, other than liability to Members on
account of their capital contributions, would exceed the fair value of the Company's assets.

8.5 IN-KIND DISTRIBUTION. Assets of the Company (other than cash) shall not be distributed in kind to the
Members without the prior written approval of the Manager.

                                           ARTICLE 9
                                ALLOCATIONS OF PROFITS AND LOSSES

9.1 NET LOSSES. Net Losses of the Company for each fiscal year of the Company (or part thereof) shall be
allocated to the Members at the end of such fiscal year (or part thereof) in proportion to their respective
Percentage Interests.

9.2 NET PROFITS. Net Profits of the Company for each fiscal year of the Company (or part thereof) shall be
allocated to the Members at the end of such fiscal year (or part thereof) in proportion to their respective
Percentage Interests.

                                                           6
9.3 SPECIAL ALLOCATIONS. Notwithstanding any other provision of this Agreement, no Net Losses or
items of expense, loss or deduction shall be allocated to any Member to the extent such an allocation would
cause or increase such Member's Adjusted Capital Account Deficit and any such Net Losses and items of
expense, loss and deduction shall instead be allocated to the Members in proportion to their respective "interests"
in the Company as determined in accordance with Treasury Regulation Section 1.704-1(b). In addition, items of
income and gain shall be specially allocated to the Members in accordance with and to the extent required by the
qualified income offset provisions set forth in Treasury Regulation Section 1.704-1(b)(2)(ii)(d). Notwithstanding
any other provision in this Article IX, (i) any and all "partnership nonrecourse deductions" (as defined in Treasury
Regulation Section 1.704-2(b)(1)) of the Company for any fiscal year or other period shall be allocated to the
Members in proportion to their respective Percentage Interests; (ii) any and all "partner nonrecourse
deductions" (as such term is defined in Treasury Regulation Section 1.704-2(i)(2)) attributable to any "partner
nonrecourse debt" (as such term is defined in Treasury Regulation Section 1.704-2(b)(4)) shall be allocated to
the Member that bears the "economic risk of loss" (as determined under Treasury Regulation Section 1.752-2)
for such "partner nonrecourse debt" in accordance with Treasury Regulation Section 1.704-2(i)(l); (iii) each
Member shall be specially allocated items of Company income and gain in accordance with the partnership
minimum gain chargeback requirements set forth in Treasury Regulation Sections 1.704-2(f) and 1.704-2(g); and
(iv) each Member with a share of minimum gain attributable to any "partner nonrecourse debt" shall be specially
allocated items of Company income and gain in accordance with the partner minimum gain chargeback
requirements of Treasury Regulation Sections 1.704-2(i)(4) and 1.704-2(i)(5). The Members' respective shares
of the Company's "excess nonrecourse liabilities" under Treasury Regulation Section 1.752-3(a)(3) shall be
allocated to the Members in proportion to their respective Percentage Interests.

9.4 CURATIVE ALLOCATIONS. The allocations set forth in Section 9.3 (the "REGULATORY
ALLOCATIONS") are intended to comply with certain requirements of the Treasury Regulations. It is the intent
of the Members that, to the extent possible, all Regulatory Allocations shall be offset either with other Regulatory
Allocations or with special allocations of other items of Company income, gain, loss or deduction pursuant to this
Section 9.4. Therefore, notwithstanding any other provision of this Article 9 (other than the Regulatory
Allocations), the Manager is hereby authorized to make such offsetting special allocations of Company income,
gain, loss or deduction in whatever manner he determines appropriate so that, after such offsetting allocations are
made, each Member's Capital Account balance is, to the extent possible, equal to the Capital Account balance
such Member would have had if the Regulatory Allocations were not part of this Agreement and all Company
items were allocated pursuant to Sections 9.1 and 9.2. In exercising his discretion under this Section 9.4, the
Manager shall take into account future Regulatory Allocations under Section 9.3 but, although not yet made, are
likely to offset other Regulatory Allocations previously made under the provisions of Section 9.3.

9.5 DIFFERING TAX BASIS; TAX ALLOCATION. Depreciation and/or cost recovery deductions and gain
or loss with respect to each item of property treated as contributed to the capital of the Company shall be
allocated among the Members for federal income tax purposes in accordance with the principles of
Section 704(c) of the Code and the Treasury Regulations promulgated thereunder, and for state income tax
purposes in accordance with comparable provisions of the California Revenue & Taxation Code, as amended,
and the regulations

                                                         7
promulgated thereunder, so as to take into account the variation, if any, between the adjusted tax basis of such
property and its book value (as determined for purposes of the maintenance of Capital Accounts in accordance
with this Agreement and Treasury Regulation Section 1.704-1(b)(2)(iv)(g)).

9.6 ELECTION; ALLOCATIONS BETWEEN TRANSFEROR AND TRANSFEREE. Upon the death of a
Member, the transfer of the Membership Interest of any Member or the distribution of any property of the
Company to a Member, the Company may file, in the reasonable discretion of the Manager, an election in
accordance with applicable Treasury Regulations, to cause the basis of the Company property to be adjusted for
federal income tax purposes as provided by Sections 734 and 743 of the Code. Upon the transfer of all or any
part of the Interest of a Member as hereinabove provided, Net Profits and Net Losses shall be allocated
between the transferor and transferee on the basis of the computation method which is determined in the
reasonable discretion of the Manager to be in the best interests of the Company, provided such method is in
conformity with the methods prescribed by Section 706 of the Code and Treasury Regulation Section 1.706-1(c)
(2)(ii).

                                        ARTICLE 10
                          BOOKS AND RECORDS; TAX MATTERS PARTNER

10.1 BOOKS. There shall be maintained and kept at all times during the continuation of the Company proper
and usual books of account which shall accurately reflect the condition of the Company and shall account for all
matters concerning the management thereof, and which books shall be maintained and kept at the principal office
of the Company or at such other place or places as the Manager may from time to time determine. The
Company's books and records shall be maintained on the basis selected by the Manager.

10.2 FISCAL YEAR. The fiscal year of the Company shall end on December 31 of each year.

10.3 TAX MATTERS PARTNER. The "tax matters partner" of the Company within the meaning of Code
section 6231(a)(7) shall be Naouri.

                                             ARTICLE 11
                                      MANAGEMENT; VOTING AND
                                     CONTROL RIGHTS OF MEMBERS

11.1 THE MANAGER. The business of the Company shall be managed by the "Manager". The initial Manager
of the Company shall be Naouri. Each of the initial and subsequent Managers shall serve until he or she resigns, is
removed for cause by a Majority in Interest of the Members, dies or becomes incapacitated, in which case a
Majority in Interest of the Members may, at their election, designate a successor Manager, who shall serve at as
a Manager until he, she or it resigns, dies, becomes incapacitated, dissolves, becomes bankrupt or is removed for
cause by a Majority in Interest of the Members.

11.2 MANAGEMENT POWERS AND DUTIES. The Manager shall have the general supervision, direction,
and control of the business of the Company, and the general powers and duties of management typically vested in
the board of directors and president of a corporation, including, but not limited to, the right to enter into and carry
out contracts of all kinds; to employ employees, agents, consultants and advisors on behalf of the Company; to
lend or borrow money and to issue evidences of indebtedness; to bring and defend actions in law or at equity;
and to buy, own, manage, sell, lease, mortgage, pledge or otherwise acquire or dispose of the Company
property. Without limiting the generality of this Section 11.2, the Manager shall have the power and authority,
subject to the limitations of the Act and any limitations set forth elsewhere herein:

(a) To acquire, sell, transfer, exchange, lease or dispose of property, or any portion thereof, from or to any
person as the Manager may determine, and the fact that a Member or a Manager is directly or indirectly affiliated
or connected with any such person shall not prohibit the Manager from dealing with that person;

(b) To borrow money for the Company from banks, other lending institutions, the Members, the Manager or any
other persons on such terms as the Manager deems appropriate, and in connection therewith, to hypothecate,
encumber and grant security interests in the assets of the Company to secure repayment of the borrowed sums;

(c) To purchase liability and other insurance to protect the property and business of the Company;
(d) To hold and own any Company real and personal properties in the name of the Company;

(e) To invest any funds of the Company temporarily (by way of example but not limitation) in time deposits,
short-term governmental obligations, commercial paper or other investments;

(f) To execute on behalf of the Company all instruments and documents, including, without limitation, checks,
drafts, notes and other negotiable instruments, mortgages or deeds of trust, security agreements, financing
statements, documents providing for the acquisition, mortgage or disposition of property of the Company,
assignments, bills of sale, leases, partnership or limited liability company agreements, and any other instruments or
documents necessary or appropriate, in the opinion of the Manager, to the business of the Company;

(g) To employ accountants, legal counsel, managing agents or other experts to perform services for the Company
and to compensate them from Company funds;

(h) To retain and compensate employees and agents generally, and to define their duties;

(i) To effectuate a merger of the Company with any other limited liability company, a corporation or a general or
limited partnership;

(j) To enter into any and all other agreements on behalf of the Company, with any other person for any purpose
necessary or appropriate to the conduct of the business of the Company;

                                                         8
(k) To adopt and implement annual budgets relating to the operations of the Company;

(l) To pay reimbursement from the Company of all expenses of the Company reasonably incurred on behalf of
the Company; and

(m) To do and perform all other acts as may be necessary or appropriate to the conduct of the business of the
Company.

11.3 MAJORITY VOTE REQUIRED. In the event there is more than one Manager, all actions taken and all
decisions made by the Managers shall be by majority vote.

11.4 RELIANCE ON A MANAGER'S SIGNATURE. Every contract, deed, mortgage, lease and other
instrument executed by the Manager shall be conclusive evidence in favor of every person or entity relying
thereon or claiming thereunder that, at the time of the delivery thereof, (i) the Company was in existence, (ii)
neither this Agreement nor the Articles of Organization had been amended in any manner so as to restrict the
delegation of authority to the Manager as provided herein and (iii) such action was duly approved by the
Manager.

11.5 MANAGER'S RIGHT TO APPOINT OFFICERS. The Manager may appoint a president, secretary,
chief financial officer and such other officers of the Company as appropriate, each of whom shall hold office for
such period, have such authority and perform such duties as the Manager determines.

11.6 BANK ACCOUNTS. The funds of the Company shall be deposited in such bank account or accounts, or
invested in such interest-bearing or non-interest bearing investments, as shall be designated by the Manager.

11.7 RELIANCE UPON ADVISORS. The Manager may consult with legal counsel chosen by them and any
act or omission suffered or taken by them on behalf of the Company or in furtherance of the interests of the
Company in good faith in reliance upon and in accordance with the advice of such counsel shall be full justification
for any such act or omission and the Manager shall be fully protected in so acting or omitting to act, provided
such counsel was chosen with reasonable care.

11.8 DEVOTION OF TIME; NON-EXCLUSIVITY. No Manager or officer shall be obligated to devote all of
his, her or its time or business efforts to the affairs of the Company, but shall devote such time, effort and skill as
he, she or it deems appropriate for the operation of the Company and the performance of his, her or its
obligations.

11.9 COMPENSATION; ADMINISTRATIVE EXPENSES. The Manager shall be entitled to receive
reasonable compensation for services rendered by him or her in the management of the Company's business; and
each officer shall be compensated in such manner as the Manager reasonably determines. The Company shall
provide the Manager with (or, at the Manager's election, reimburse the Manager for) reasonable office space,
personnel, equipment, supplies and other administrative and management support that may be necessary or
appropriate in connection with the operation of the business of the Company.

                                                           9
11.10 LIMITED LIABILITY. No Manager or officer shall be personally liable under any judgment of a court, or
in any other manner, for any debt, obligation or liability of the Company, whether that liability or obligation arises
in contract, tort or otherwise, solely by reason of being a Manager or officer, provided that such person acted in
good faith and in a manner that was believed to be in the best interests of the Company. No Manager or officer
shall be liable to the Company or to any Member for any loss or damage sustained by the Company or any
Member, unless the loss or damage shall have been the result of fraud, deceit, gross negligence, reckless or
intentional misconduct, or a knowing violation of law by the Manager or officer.

11.11 LIMITATION ON MEMBERS' AUTHORITY. No Member shall be an agent of the Company solely by
virtue of being a Member; and no Member shall have authority to act for or on behalf of the Company solely by
virtue of being a Member, except as may be otherwise expressly provided in this Agreement.

                                           ARTICLE 12
                                TRANSFER OF MEMBERSHIP INTEREST

12.1 TRANSFER RESTRICTIONS. Until such time that the Members have each been fully reimbursed for any
working capital contribution contributed above its/his initial capital contribution, and any outstanding Member
Loans have been fully repaid, no Member shall be entitled to Transfer any portion of his Membership Interest.
Any attempted Transfer of any Membership Interest to any person that is made in violation of the foregoing shall
be invalid and shall not be reflected on the Company's books.

12.2 TRANSFERS BY BEQUEST, INCAPACITATION, BANKRUPTCY. In the event that a Member dies,
becomes incapacitated or becomes the subject of a proceeding under the U.S. Bankruptcy Code or similar
proceeding that has not been dismissed within ninety (90) days of its commencement (the "INCAPACITATED
MEMBER"), the other Members shall have the right, pro-rata, to purchase such Incapacitated Member's
Membership Interest in the Company at a price equal to the book value of such Membership Interest.

                                         ARTICLE 13
                                 ADMISSION OF NEW MEMBERS;
                             AMENDMENT TO OPERATING AGREEMENT
                                AND ARTICLES OF ORGANIZATION

13.1 ADMISSION OF MEMBERS. New members may be admitted to the Company only upon the consent of
the Majority in Interest of the Members. Any new members shall be admitted upon such terms and conditions as
may be determined by the Majority in Interset of the Members, consistent with this Agreement, the Company's
Articles of Organization and any applicable provision of law or rule of a governmental agency or self-regulating
organization which has jurisdiction over the business of the Company.

13.2 AMENDMENTS. This Agreement and the Articles of Organization may not be amended in whole or in
part except upon the written consent of the Manager and a Majority in Interest of the Members; provided,
however, that no amendment which has a materially adverse effect on a Member shall be effective hereunder
without the consent of such Member. Notwithstanding anything contained

                                                         10
herein to the contrary, the Manager may amend this Agreement without any vote, consent, approval,
authorization or other action of any Member (provided that notice of such amendment is given to all Members) to
(a) add to the duties or obligations of the Manager or surrender any right or power granted to the Manager in this
Agreement for the benefit of the Members; (b) cure any ambiguity, correct or supplement any provision in this
Agreement that may be inconsistent with any other provision in this Agreement, or make any other provisions
with respect to matters or questions arising under this Agreement that will not be inconsistent with the intent of this
Agreement; (c) reflect the withdrawal, addition or substitution of Members; (d) elect for the Company to be
bound by any successor statute to the Act governing limited liability companies if, in the opinion of the Manager,
the amendment does not have a materially adverse effect on the Members or the Company; (e) conform this
Agreement to changes in the Act or interpretations thereof which the Manager believes, in his or her exclusive
discretion, appropriate, necessary or desirable if, in the Manager's reasonable opinion, such amendment does not
have a materially adverse effect on the Members or the Company; (f) change the name of the Company; (g)
conform the profit and loss allocation provisions to any applicable requirements of Federal or state law which the
Manager, in his or her exclusive discretion, believes appropriate, necessary or desirable if, in the Manager's
reasonable opinion, such amendment does not have a materially adverse effect on the Members or the Company;
and (h) make any change which, in the exclusive discretion of the Manager, is advisable to qualify or to continue
the qualification of the Company as a limited liability company under the laws of the State of California.

                                              ARTICLE 14
                                     DISSOLUTION OF THE COMPANY

14.1 EVENTS OF DISSOLUTION. The Company shall be dissolved on the earlier of the following events:

(a) The agreement of a Majority in Interest of the Members to dissolve;

(b) The sale or liquidation of substantially all the assets of the Company;

(c) The expiration of the term of the Company; or

(d) As otherwise provided by the Act.

14.2 RIGHTS TO MARK. In the event that the Company is dissolved and the Mark is no longer being exploited
by the Company, or in the event that the Members determine to dissolve the Company and distribute its assets,
then each Member shall have the opportunity to purchase the Mark at its then fair market value.

14.3 APPLICATION OF PROCEEDS. The assets of the Company on winding-up shall be applied first to the
expenses of the winding-up, liquidation and dissolution, second, to creditors, in order of priority as provided by
law, third, to establish a reserve for any conditional, contingent or unmatured liabilities of the Company and
thereafter distributed to the Members pro rata in accordance with their respective positive Capital Accounts.

                                                          11
14.4 NEGATIVE CAPITAL ACCOUNTS. If any Member has a deficit balance in his, her or its Capital
Account (after giving effect to all contributions, distributions and allocations for all fiscal years, including the fiscal
year during which such liquidation occurs), such Member shall have no obligation to make any contribution to the
capital of the Company with respect to such deficit, and such deficit shall not be considered a debt owed to the
Company or to any other person for any purpose whatsoever.

14.5 NO LIABILITY. No Member shall be personally liable for any debts, liabilities or obligations of the
Company, whether to the Company, any Member or to the creditors of the Company, beyond the amount
contributed by such Member to the capital of the Company, such Member's share of the accumulated but
undistributed profits of the Company, if any, and the amount of any distribution (including the return of any capital
contribution) made to such Member required to be returned to the Company pursuant to the Act. Each Member
shall look solely to the assets of the Company for all distributions with respect to the Company and for the return
of his, her or its capital contribution and shall have no recourse therefore against any other Member. The
Members shall not have any right to demand or receive property other than cash upon dissolution and termination
of the Company; and, except as provided in this Article 14 upon dissolution and termination of the Company, the
Members shall not have any right to demand, at any time, the return of their capital contributions to the Company.

                                              ARTICLE 15
                                    LIABILITY AND INDEMNIFICATION

15.1 LIMITATION ON LIABILITY. No Member, Manager, officer, employee or agent of the Company, a
Member or a Manager shall be liable to the Company or any other Member or Manager for any expenses,
damages or losses arising out of the performance of his, her or its duties for the Company other than those
expenses, damages or losses directly attributable to such person not acting in good faith and in a manner that he,
she or it reasonably believed to be in or not opposed to the best interests of the Company or attributable to such
person's breach of his, her or its duty of loyalty to the Company.

15.2 INDEMNIFICATION. The Company shall indemnify any person who was or is a party or is threatened to
be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (including, without limitation, an action by or in the right of the Company or by any
Member) by reason of the fact that he, she or it is or was a Member, Manager, employee or agent of the
Company, a Member or a Manager against expenses (including attorneys' fees) judgments, fines and amounts
paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding to
the fullest extent permitted under California law.

                                                   ARTICLE 16
                                                 MISCELLANEOUS

16.1 DISPUTED RESOLUTION. Any controversy or dispute arising out of or relating to (a) this Agreement
(including the interpretation of any of the provisions hereof), (b) the parties' rights under the Act, whether arising
in contract, tort or any other legal theory, or (c) the action or inaction of any Member, Manager or officer, and
whether based on federal, state or local statute

                                                            12
or common law and regardless of the identities of any other defendants, other than requests for immediate
equitable relief (a "DISPUTE"), then such Dispute shall be settled by agreement, mediation or arbitration in
accordance with EXHIBIT C hereto. No action at law or in equity based upon any claim arising out of or related
to this Agreement shall be instituted in any court by any Member except (i) an action to compel arbitration
pursuant to this Section 16.1 or (ii) an action to enforce an award obtained in an arbitration proceeding in
accordance with this Section 16.1.

16.2 ENTIRE AGREEMENT. Except as herein provided, this Agreement constitutes the entire agreement
between the parties relating to the subject matter hereof. It supersedes any prior agreement or under-standings
between them relating to the subject matter hereof, and it may not be modified or amended in any manner other
than as set forth herein. For purposes of clarity, the Joint Venture Agreement Term Sheet is hereby terminated
and deemed null and void AB INITIO.

16.3 GOVERNING LAW. This Agreement and the rights of the parties hereunder shall be governed by and
interpreted in accordance with the laws of the State of California.

16.4 BINDING AGREEMENT. Except as herein otherwise specifically provided, this Agreement shall be
binding upon and inure to the benefit of the parties and their respective legal representatives, heirs, administrators,
executors, successors and assigns.

16.5 CAPTIONS. Captions contained in this Agreement are inserted only as a matter of convenience and in no
way define, limit or extend the scope or intent of this Agreement or any provision thereof. All pronouns shall be
deemed to refer to the masculine, feminine, neuter, singular or plural, as the identity of the person (which term, for
purposes of this Agreement, shall include individuals and entities) may require in the context thereof.

16.6 VALIDITY. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to
be effective and valid under applicable law, but if any provision of this Agreement, or the application of such
provision to any person or circumstances shall be held invalid, the remainder of this Agreement, or the application
of such provision to persons or circumstances other than those to which it is held invalid, shall not be affected
hereby.

16.7 COUNTERPARTS. This Agreement may be executed in multiple counterparts, each of which shall be
deemed an original but all of which shall constitute one and the same instrument.

IN WITNESS WHEREOF, the undersigned Members executed this Agreement to be effective as of the date
first set forth above.

                  Members:                                     BLUE HOLDINGS, INC.



                                                               By:     /s/ Patrick Chow
                                                                     ---------------------------




Its: CFO

                                        /s/ Alexandre Caugant
                                        -------------------------------
                                        Alexandre Caugant



                                        /s/ Philippe Naouri
                                        -------------------------------
                                        Philippe Naouri




                                                          13
                                  EXHIBIT A

                      INITIAL CAPITAL CONTRIBUTIONS

                         Cash/Property     Contribution         Membership/
Name of Member            Contributed    Dollar ($) Value   Percentage Interest

Blue Holdings, Inc.        Cash           $186,142.73             50.00%

Alexandre Caugant          Cash            $93,071.36             25.00%

Philippe Naouri            Cash            $93,071.37             25.00%

TOTAL                                     $372,285.46            100.00%
                                  EXHIBIT B

                    ADDITIONAL CAPITAL CONTRIBUTIONS

                         Cash/Property      Contribution         Membership/
Name of Member           Contributed     Dollar ($) Value   Percentage Interest

Blue Holdings, Inc.        Cash            $63,857.27             50.00%

Alexandre Caugant          Cash            $31,928.64             25.00%

Philippe Naouri            Cash            $31,928.63             25.00%

TOTAL                                     $127,714.54            100.00%
                                                    EXHIBIT C

                                        ARBITRATION PROVISIONS

1. RULES; JURISDICTION. Any Dispute that has not been resolved by agreement of the parties or by
mediation, as provided in Section 16.1 of the Agreement, shall be settled by arbitration that must be conducted in
the County of Los Angeles, California, and, except as herein specifically stated, in accordance with the
commercial arbitration rules of the American Arbitration Association ("AAA Rules") then in effect (but not under
the auspices of the AAA), and subject to the provisions of Title 9 of Part 3 of the California Code of Civil
Procedure or any successor statute ("TITLE 9"). To the extent the AAA Rules conflict with, or are supplemented
by, the provisions of Title 9, the provisions of Title 9 shall govern and be applicable. However, in all events the
arbitration provisions provided herein shall govern over any conflicting rules that may now or hereafter be
contained in either the AAA Rules or Title 9. Any judgment upon the award rendered by the arbitrators may be
entered in any court having jurisdiction of the subject matter thereof. The arbitrators shall have the authority to
grant any equitable and legal remedies that would be available in any judicial proceeding instituted to resolve a
Dispute. The parties hereby submit to the in personam jurisdiction of the Superior Court of the State of California
for the County of Los Angeles and the United States District Court for the Central District of California for
purposes of confirming or enforcing an arbitral award, including without limitation an award of equitable relief,
and entering judgment thereon. The parties hereto waive any and all objections that they may have as to
jurisdiction or venue in any of the above courts.

2. COMPENSATION OF ARBITRATORS. Any such arbitration shall be conducted before a panel of three
arbitrators who shall be compensated for their services at a rate to be determined by the parties, but based upon
reasonable and customary hourly or daily consulting rates for the neutral arbitrator in the event the parties are not
able to agree upon the arbitrators' rate of compensation.

3. SELECTION OF ARBITRATORS. The AAA Rules for the selection of such an arbitrator shall be followed,
except that the selection shall be a partner or principal of a nationally recognized firm of independent certified
public accountants from the management advisory services department (or comparable department or group) of
such firm.

4. PAYMENT OF COSTS. Each party hereby agrees to pay one half the costs of the compensation of the
arbitrators, the costs of transcripts and all other expenses of the arbitration proceedings; provided, however, that
the prevailing party in any arbitration, which shall be determined by the arbitrators, shall be entitled to an award of
attorneys' fees and costs, and the arbitrators' fees and costs, and all other costs of the arbitration shall be paid by
the losing party.

5. EVIDENCE; DISCOVERY. All testimony of witnesses at any arbitration proceeding held pursuant to these
provisions shall be taken under oath, and under the rules of evidence as set forth under the Evidence Code of
California and judicial interpretations thereunder. The parties shall be entitled to conduct discovery proceedings in
accordance with the provisions of Section 1283.05 of the California Code of Civil Procedure.
6. BURDEN OF PROOF; BASIS OF DECISION. For any claim submitted to arbitration, the burden of proof
shall be as it would be if the claim were litigated in a judicial proceedings except where otherwise specifically
provided in the Agreement to which this is attached, and the decision shall be based on the application of
California law (as determined from statutes, court decisions, and other recognized authorities) to the facts found
by the arbitrators.

7. JUDGMENT. Upon the conclusion of any arbitration proceedings hereunder, the arbitrators shall render
findings of fact and conclusions of law and a written opinion setting forth the basis and reasons for any decision
reached by them and shall deliver such documents to each party to the Agreement along with a signed copy of
the award in accordance with Section 1283.6 of Title 9.

8. TERMS OF ARBITRATION. The arbitrators chosen in accordance with these provisions shall not have the
power to alter, amend or otherwise affect the terms of these arbitration provisions or the provisions of the
Agreement.

9. EXCLUSIVE REMEDY. Except as specifically provided in this EXHIBIT B or in the Agreement to which it
is attached, arbitration shall be the sole and exclusive remedy of the parties for any Dispute.

10. ARBITRATION CONFIDENTIAL. Neither party will disclose the existence of any arbitration proceedings
hereunder, nor the outcome thereof, except: (a) insofar as such disclosure is reasonably necessary to carry out
and make effective the terms of this Agreement, including without limitation, pleadings or other documents filed
seeking entry of judgment upon an award of the arbitrators; (b) insofar as a party hereto is required by law to
respond to any demand for information from any court, governmental entity, or governmental agency, or as may
be required by federal or state securities laws; (c) insofar as disclosure is necessary to be made to a party's
independent accountants for tax or audit purposes; (d) insofar as disclosure is necessary to be made to a party's
attorneys for purposes of rendering advice or services relating to this Agreement; and (e) insofar as the panics
may mutually agree in writing.

11. NOTICE; LANGUAGE. Notice of arbitration sent to the other party by using the following means shall be
deemed good and sufficient notice of service:
Notices shall be in writing, shall be sent by certified or registered air mail with postage prepaid, return receipt
requested, or by hand delivery. Such communications shall be deemed given and received upon delivery, if hand
delivered; or within five (5) days of mailing, if sent by certified or registered mail. Notices to any Member shall be
sent to such Member's last known business address appearing on the books of the Company.
       AMENDED AND RESTATED
       OPERATING AGREEMENT

                  OF

           LIFE & DEATH, LLC
A CALIFORNIA LIMITED LIABILITY COMPANY

   EFFECTIVE AS OF SEPTEMBER 15, 2006
                            TABLE OF CONTENTS

                                                                        PAGE
                                                                        ----


ARTICLE 1      FORMATION OF LIMITED LIABILITY COMPANY.......................2

        1.1    Formation....................................................2
        1.2    Articles of Organization.....................................
        1.3    Maintenance of Status........................................2
        1.4    Waiver of Right to Partition.................................3

ARTICLE 2      NAME.........................................................3


ARTICLE 3      DEFINITIONS..................................................3

        3.1    "Act"........................................................4
        3.2    "Adjusted Capital Account Deficit"...........................4
        3.3    "Agreement"..................................................4
        3.4    "Capital Account"............................................4
        3.5    "Cash Flow" .................................................5
        3.6    "Code".......................................................6
        3.7    "Company"....................................................6
        3.8    "Majority in Interest".......................................6
        3.9    "Manager"....................................................6
        3.10   "Mark".......................................................6
        3.11   "Members"....................................................6
        3.12   "Membership Interest"........................................6
        3.13   Net Profits and Net Losses...................................7
        3.14   "Percentage Interests........................................7
        3.15   "Regulations"................................................8
        3.16   "Transfer"...................................................8

ARTICLE 4      NATURE OF BUSINESS...........................................8

        4.1    Business Purpose.............................................8
        4.2    No Accountability............................................8

ARTICLE 5      TERM.........................................................9


ARTICLE 6      PRINCIPAL PLACE OF BUSINESS..................................9


ARTICLE 7      CAPITAL AND CONTRIBUTIONS....................................9

        7.1    No Required Capital..........................................9
        7.2    Limited Liability...........................................11
        7.3    No Interest on Contribution.................................11
        7.4    Capital Accounts............................................11

ARTICLE 8      DISTRIBUTIONS...............................................11

        8.1    Distributions...............................................11
        8.2    Advance Distribution of Profits.............................
        8.3    Return of Capital...........................................13


                                    i
        8.4     Withholding.................................................13
        8.5     Limitation on Distributions.................................13
        8.6     In-Kind Distribution........................................13

ARTICLE 9       ALLOCATIONS OF PROFITS AND LOSSES...........................13

        9.1     Net Losses..................................................13
        9.2     Net Profits.................................................14
        9.3     Special Allocations.........................................14
        9.4     Curative Allocations........................................15
        9.5     Differing Tax Basis; Tax Allocation.........................16
        9.6     Election; Allocations between Transferor and Transferee.....16

ARTICLE 10      BOOKS AND RECORDS; TAX MATTERS PARTNER......................17

        10.1    Books.......................................................17
        10.2    Fiscal Year.................................................17
        10.3    Tax Matters Partner.........................................18

ARTICLE 11      MANAGEMENT; VOTING AND CONTROL RIGHTS OF MEMBERS............18

        11.1    The Manager.................................................18
        11.2    Management Powers...........................................18
        11.3    Majority Vote Required......................................21
        11.4    Reliance on a Manager's Signature...........................21
        11.5    Manager's Right to Appoint Officers.........................22
        11.6    Manager's Right to Issue Membership Interests...............D.
        11.7    Bank Accounts...............................................22
        11.8    Reliance Upon Advisors......................................22
        11.9    Devotion of Time; Non-exclusivity...........................22
        11.10   Compensation; Administrative Expenses.......................22
        11.11   Limited Liability...........................................23
        11.12   Limitation on Members' Authority............................23

ARTICLE 12      TRANSFER OF MEMBERSHIP INTEREST.............................24

        12.1    Transfer Restrictions.......................................24
        12.2    Transfers by Bequest, Incapacitation, Bankruptcy............24
        12.3    Transfer between Members....................................24

ARTICLE 13      ADMISSION OF NEW MEMBERS; AMENDMENT TO OPERATING AGREEMENT
                AND ARTICLES OF ORGANIZATION................................25

        13.1    Admission of Members........................................25
        13.2    Amendments..................................................25

ARTICLE 14      DISSOLUTION OF THE COMPANY..................................27

        14.1    Events of Dissolution.......................................27
        14.2    Rights to Mark..............................................27


                                    ii
        14.3     Application of Proceeds.....................................27
        14.4     Negative Capital Accounts...................................28
        14.5     No Liability................................................28

ARTICLE 15       LIABILITY AND INDEMNIFICATION...............................29

        15.1     Limitation on Liability.....................................29
        15.2     Indemnification.............................................29

ARTICLE 16       MISCELLANEOUS...............................................30

        16.1     Disputed Resolution.........................................30
        16.2     Entire Agreement............................................30
        16.3     Governing Law...............................................31
        16.4     Binding Agreement...........................................31
        16.5     Captions....................................................31
        16.6     Validity....................................................31
        16.7     Counterparts................................................32


EXHIBIT A.........INITIAL CAPITAL CONTRIBUTIONS
EXHIBIT B.........ARBITRATION PROVISIONS




                                       iii
EXHIBIT 10.28

                              ASSIGNMENT AND ASSUMPTION OF LEASE

This Assignment and Assumption of Lease ("Assignment") is made and is effective as of August 1, 2005, by and
among Blue Concept, LLC, a California limited liability company (the "Assignor,"), Blue Holdings, Inc., a
California corporation, (the "Assignee") and Melrose Edinburgh, LLC, a California limited liability company
("Landlord") and consented to by Paul Guez and Elizabeth Guez, both individually and as trustees of the Paul and
Beth Guez living Trust dated February 13,1998 (collectively "Guarantor").

                                                    RECITALS

Landlord and Assignor, executed a Lease (as amended and restated, hereinafter referred to as the "Lease")
dated as of March 16th, 2005;

By the terms of the Lease, a copy of which is attached to this Assignment as Exhibit A, the property located at
and commonly known as 8011 and 8013 Melrose Avenue as more particularly described in the Lease was
leased to Assignor as Tenant for a term of ten (10) years, commencing on May 16, 2005, and ending on March
15, 2015, subject to earlier termination as provided in the Lease; and

Assignor now desires to assign the Lease to Assignee, and Assignee desires to accept the Lease's assignment
and assume all of the obligations of Assignor, as tenant thereunder;

                                                  AGREEMENT

NOW THEREFORE, for and in consideration of the mutual covenants contained herein and for other good and
valuable consideration, the receipt of which is hereby acknowledged, the parties hereby agree as follows,
effective as of the Effective Date:

                                                  ASSIGNMENT

Assignor assigns and transfers to Assignee all of Assignor's right, title, and interest in and to the Lease attached to
this Assignment as Exhibit A, and Assignee agrees to and does accept the assignment. Assignee expressly
assumes and agrees to keep, perform, and fulfill all the terms, covenants, conditions, and obligations, required to
be kept, performed, and fulfilled by Assignor as Tenant under the lease, including the making of all payments due
to or payable on behalf of Landlord under the Lease when due and payable. Assignor expressly acknowledges,
understands and agrees that this Assignment does not relieve Assignor of any of its obligations under the Lease
should Assignee fail to timely perform any covenant, condition or obligation thereunder.

                                          CONSENT OF LANDLORD

Landlord hereby consents to the above Assignment and Assumption of Lease to Assignee. Landlord does not
waive any of its rights under the Lease, including, without limitation, the right to pursue any action against
Assignor should Assignee fail to timely perform any covenant, condition or obligation called for under the Lease
or to further approve any subsequent assignment or
sublease under the Lease. This Assignment is conditional on the Assignee's use and conduct of business not
violating existing leasehold uses in place prior to the execution of this Assignment.

                             GUARANTOR'S CONSENT TO ASSIGNMENT

Guarantor hereby consents to the Assignment contained herein and agrees that, notwithstanding said Assignment
and/or any further assignments of the Lease, Guarantor's obligations under the Guaranty of Lease shall continue
to remain in full force and effect for the duration of the term of the Lease and any and all extensions and renewals
thereof.

                                              MISCELLANEOUS

Each provision of this Assignment shall extend, bind and inure to the benefit of Landlord, Assignor and Assignee
and their respective permitted successors and assigns. This Assignment contains the entire agreement between the
parties regarding the subject matter contained herein, and all prior negotiations and agreements are merged into
this Assignment. This Assignment may not be changed, modified or discharged, in whole or in part, except by a
written instrument signed by the party against whom enforcement of the change, modification or discharge is
sought. This Assignment may be executed in any number of counterparts, and via facsimile, each of which upon
execution and delivery shall be considered an original for all purposes and all such counterparts shall, together,
constitute one and the same instrument. The invalidity or unenforceability of any provision of this Assignment shall
not affect the validity or enforceability of any other provision of this Assignment. This Assignment shall be
governed by the laws of the state of California.

                     Executed at Los Angeles, California, on this __ day of July, 2006.

ASSIGNOR:
Blue Concept, LLC

                               By:                 /S/ BETH GUEZ
                                          -----------------------------------
                               Its:                CEO
                                          -----------------------------------




ASSIGNEE:
Blue Holdings, Inc.

                               By:                 /S/ PATRICK CHOW
                                          -----------------------------------
                               Its:                CFO
                                          -----------------------------------




LANDLORD:
Melrose Edinburgh, LLC

                               By:                 /S/ A. JOROUD
                                          -----------------------------------
                               Its:
                                          -----------------------------------




[Signatures continued on next page]

                                                         2
GUARANTOR

                     /S/ PAUL GUEZ
            --------------------------------------------
            Paul Guez, individually and on behalf of the
            Paul and Beth Guez Living Trust dated
            February 13, 1998.




                     /S/ ELIZABETH GUEZ
            --------------------------------------------
            Elizabeth Guez, individually and on behalf
            of the Paul and Beth Guez Living Trust dated
            February 13, 1998.




                                 3
EXHIBIT 10.29

Global Fashion Group Tel: + 33(0)1 55 28 88 98 Fax: + 33(0)1 58 30 88 57

Blue Holdings Monsieur Paul Guez

Paris le 5 octobre 2006

Dear Mr. Paul Guez

By this letter, I herebery confirm that Global fashion Group ("GFG") and Blue Holdings, Inc ("BLHL") were
unable to finalize the license agreement between our companies. As you aware, GFG paid to BLHL as an
advance against the license agreement the sum of 200,000 Euros. ("The Advance").

Therefore Pursuant to paragraph 13 of the irrevocable promise to enter into a license Agreement signed by the
parties on the 30th day of March 2006, GFG agrees that the advance may now be applied to the accounts
receivable balance of GFG on the books of BLHL (for the merchandise that BLHL shipped to GFG) and GFG
will, in turn, apply this same amount to the payable that is on our books in favor of BLHL.

For our records could you please provide us with a statement from your company which confirms the described
operation.

Sincerely,

                                       /s/ Christophe Bosc
                                       ---------------------------
                                       Christophe Bosc
                                       President
EXHIBIT 10.30

                                       BLUE HOLDINGS, INC.
                                       5804 E. SLAUSON AVE.
                                    COMMERCE, CALIFORNIA 90040

October 9, 2006

VIA FACSIMILE AND U.S. MAIL

Long Rap, Inc.
1420 Wisconsin Avenue, NW
Washington, DC 20007
Attention: Charles Rendelman
Telephone No.: 202-337-6610
E-mail: chuck@upagainstthewall.com

                RE: AGREEMENT AND PLAN OF MERGER DATED JUNE 19, 2006,

BY AND AMONG BLUE HOLDINGS, INC., LR ACQUISITION CORPORATION, LONG RAP, INC.,
AND THE STOCKHOLDERS OF LONG RAP, INC.

Dear Chuck:

Blue Holdings, Inc. ("BLUE HOLDINGS") and Long Rap, Inc. ("LONG RAP") are parties to that certain
Agreement and Plan of Merger dated June 19, 2006 (the "MERGER AGREEMENT"), by and among Blue
Holdings, LR Acquisition Corporation, Long Rap and the Stockholders of Long Rap.

For the reasons set forth in Sections 6.1(b) of the Merger Agreement, and pursuant to the terms of Section 6.2
(b) thereof, the purpose of this letter is to confirm that Blue Holdings and Long Rap have mutually agreed to
terminate the Merger Agreement effective as of the date of this letter. This will further confirm that the Boards of
Directors of Blue Holdings and Long Rap have authorized the termination of the Merger Agreement on the terms
specified in this letter.

In accordance with Sections 6.2(b) and 4.16 of the Merger Agreement, Blue Holdings has agreed to pay to
Long Rap, within five (5) business days of the date of this letter, $50,000 and 50% of invoices (fees and
expenses) from Weinberg & Company, P.A., delivered in connection with the audit they conducted of Long Rap.
Alternatively, with respect to payments under Section 4.16 of the Merger Agreement, Blue Holdings may pay the
final invoice directly to Weinberg & Company and remit to Long Rap the difference between the amount of the
final invoice so paid and fifty percent (50%) of the total audit fees and expenses. Blue Holdings will cooperate
with Long Rap (and to the extent necessary, condition payment of final invoices to Weinberg & Company) upon
Weinberg & Company's delivery of the audited financial statements of Long Rap to Long Rap.

I trust that the terms noted above will be acceptable to you, and consistent with the provisions of the Merger
Agreement and our mutual intent.
Charles Rendelman
October 9, 2006

                                                   Page 2

Please sign and return to me an executed copy of this letter to confirm your agreement and acknowledgment of
the foregoing.

Very Truly Yours,

                                         /s/ Patrick Chow
                                         -----------------------
                                         Patrick Chow
                                         Chief Financial Officer




ACKNOWLEDGED AND AGREED:

Long Rap, Inc.

                                       /s/ Charles Rendelman
                                       ---------------------------
                                       Charles Rendelman




cc: Paul Guez
Steven M. Abramson, Esq.
Barry Taff, Esq.
Gregory Akselrud, Esq.
EXHIBIT 31.1

                            CERTIFICATION OF CEO PURSUANT TO
                   SECURITIES EXCHANGE ACT RULES 13A-14(A) AND 15D-14(A)
                                 AS ADOPTED PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Paul Guez, certify that:

1. I have reviewed this quarterly report on Form 10-QSB of Blue Holdings, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly
present in all material respects the financial condition, results of operations and cash flows of the small business
issuer as of, and for, the periods presented in this report;

4. The small business issuer's other certifying officer and I are responsible for establishing and maintaining
disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the small
business issuer and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be
designed under our supervision, to ensure that material information relating to the small business issuer, including
its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in
which this report is being prepared;

b. Evaluated the effectiveness of the small business issuer's disclosure controls and procedures and presented in
this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the
period covered by this report based on such evaluation; and

c. Disclosed in this report any change in the small business issuer's internal control over financial reporting that
occurred during the small business issuer's most recent fiscal quarter (the small business issuer's fourth fiscal
quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the
small business issuer's internal control over financial reporting; and

5. The small business issuer's other certifying officer and I have disclosed, based on our most recent evaluation of
internal control over financial reporting, to the small business issuer's auditors and the audit committee of the small
business issuer's board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial
reporting which are reasonably likely to adversely affect the small business issuer's ability to record, process,
summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in
the small business issuer's internal control over financial reporting.

          Date: November 14, 2006

                                                                /s/ Paul Guez
                                                                -------------------------------------
                                                                Paul Guez
                                                                Chief Executive Officer and President
EXHIBIT 31.2

                            CERTIFICATION OF CFO PURSUANT TO
                   SECURITIES EXCHANGE ACT RULES 13A-14(A) AND 15D-14(A)
                                 AS ADOPTED PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Patrick Chow, certify that:

1. I have reviewed this quarterly report on Form 10-QSB of Blue Holdings, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly
present in all material respects the financial condition, results of operations and cash flows of the small business
issuer as of, and for, the periods presented in this report;

4. The small business issuer's other certifying officer and I are responsible for establishing and maintaining
disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the small
business issuer and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be
designed under our supervision, to ensure that material information relating to the small business issuer, including
its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in
which this report is being prepared;

b. Evaluated the effectiveness of the small business issuer's disclosure controls and procedures and presented in
this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the
period covered by this report based on such evaluation; and

c. Disclosed in this report any change in the small business issuer's internal control over financial reporting that
occurred during the small business issuer's most recent fiscal quarter (the small business issuer's fourth fiscal
quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the
small business issuer's internal control over financial reporting; and

5. The small business issuer's other certifying officer and I have disclosed, based on our most recent evaluation of
internal control over financial reporting, to the small business issuer's auditors and the audit committee of the small
business issuer's board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial
reporting which are reasonably likely to adversely affect the small business issuer's ability to record, process,
summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in
the small business issuer's internal control over financial reporting.

          Date: November 14, 2006

                                                                /s/ Patrick Chow
                                                                -------------------------------------
                                                                Patrick Chow
                                                                Chief Financial Officer and Secretary
EXHIBIT 32.1

                                      CERTIFICATION PURSUANT TO
                                         18 U.S.C. SECTION 1350,
                                       AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Blue Holdings, Inc. (the "Company") on Form 10-QSB for the period
ended September 30, 2006, as filed with the Securities and Exchange Commission on the date hereof (the
"Report"), I, Paul Guez, Chairman, Chief Executive Officer and President of the Company, certify, pursuant to 18
U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best
of my knowledge:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of
1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and
results of operations of the Company.

                              /s/ Paul Guez
                              -----------------------------------------------
                              Paul Guez
                              Chairman, Chief Executive Officer and President
                              November 14, 2006
EXHIBIT 32.2

                                      CERTIFICATION PURSUANT TO
                                         18 U.S.C. SECTION 1350,
                                       AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Blue Holdings, Inc. (the "Company") on Form 10-QSB for the period
ended September 30, 2006, as filed with the Securities and Exchange Commission on the date hereof (the
"Report"), I, Patrick Chow, Chief Financial Officer and Secretary of the Company, certify, pursuant to 18
U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best
of my knowledge:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of
1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and
results of operations of the Company.

                                    /s/ Patrick Chow
                                    -------------------------------------
                                    Patrick Chow
                                    Chief Financial Officer and Secretary
                                    November 14, 2006