EXHIBIT 10.22

                                       FTC
                                COMMERCIAL CORP.


December 21, 2005


TAVERNITI SO JEANS, LLC
5804 E. Slauson Avenue
Commerce, CA 90040

Ladies and Gentlemen:

         This  Amendment  No. 3 to Factoring  Agreement  (this  "Amendment")  is
entered into as of December 21, 2005 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 a  Factoring  Agreement  dated
November 22, 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,
effective as of the date hereof, 2006, 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 Section 17 of the Factoring Agreement is
hereby amended as follows:

                  This  Agreement  shall be  effective  until July 24,  2006 and
                  shall  continue in force and effect  thereafter  but it may be
                  terminated  on July  24,  2006 or at any  time  thereafter  by
                  either of us giving  the  other at least  one  hundred  twenty
                  (120) days prior written notice,  provided,  however,  that we
                  may terminate  this  Agreement any time without  notice to you
                  should  any  of  the  following  events  (each  an  "Event  of
                  Default")  occur:  you make an  assignment  for the benefit of
                  creditors;  you  make  any  transfer  in  bulk  and not in the
                  ordinary course of business of a major part of your materials,
                  supplies, merchandise, or other inventory; you file a petition
                  in  bankruptcy;  petition  or  apply to any  tribunal  for the
                  appointment of a custodian,  receiver,  or any trustee for you
                  or  a  substantial  part  of  your  assets;  or  commence  any
                  proceeding under any bankruptcy, reorganization,  arrangement,
                  readjustment of debt, dissolution or liquidation law or statue
                  of any jurisdiction,  whether now or hereafter in effect;  you
                  have filed against you any such petition or application or you
                  have  commenced  against  you any such  proceeding  and,  as a
                  result of such petition or application  or in such  proceeding
                  an order for  relief is  entered  or such  proceeding  remains
                  unstayed and  undismissed  for a period of thirty (30) days or
                  more; we reasonably believe you to be insolvent; or you breach
                  any





                  agreement or warranty or default in the prompt  performance of
                  any obligation hereunder.

         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.                        TAVERNITI SO JEANS, LLC

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