EXHIBIT 10.17

                                       FTC
                                COMMERCIAL CORP.


As of October 1, 2005


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

Ladies and Gentlemen:

         This  Amendment  No. 2 to Factoring  Agreement  (this  "Amendment")  is
entered into as of October 1, 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  Factoring  Agreement  dated
effective as of October 18, 2004 (as amended,  the "Factoring  Agreement"),  the
provisions of which are incorporated into this Amendment.

         B.       FTC and Client desire to amend the Factoring  Agreement 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  Factoring
Agreement.

         2.       The first  sentence of the first  subsection  of Section 23 of
the Factoring Agreement entitled "FACTORING SERVICE CHARGE" is hereby amended to
read as follows:

                  You shall pay us a  commission  in an amount equal to (a) four
                  tenths  of one  percent  (0.40%)  of the  net  amount  of each
                  client's  risk  account  and (b) eight  tenths of one  percent
                  (0.80%) of the net amount of each account which is approved by
                  us; PROVIDED, HOWEVER, THAT if the selling terms on an account
                  exceed  ninety (90) days  selling  terms,  you shall pay us an
                  additional  factoring  commission  equal to one quarter of one
                  percent  (0.25%) of the net amount of such account  receivable
                  for each  thirty (30) days or part  thereof the selling  terms
                  thereof  exceed  such  ninety  (90) days  selling  terms,  AND
                  FURTHER   PROVIDED  THAT  in  no  event  shall  the  factoring
                  commission paid by you be less than $3.00 per invoice.

         3.       Except as amended hereby, the Factoring 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 Factoring
Agreement.

         4.       Any reference in the Factoring  Agreement to "this Agreement",
"herein",  "hereunder"  or words of similar  meaning  shall  mean the  Factoring
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  Factoring  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

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