EXHIBIT 10.21


          CIT COMMERCIAL SERVICES            T: 212 382-7000
          1211 Avenue of the Americas
          New York, NY 10036


[CIT LOGO OMITTED]


                                                                   June 30, 2006


Movie Star, Inc.
1115 Broadway
New York , New York  10010


                         Re: LETTER OF CREDIT AGREEMENT
                             --------------------------


Ladies and Gentlemen:

         From time to time, in order to assist you in establishing or opening
Letters of Credit with a bank or trust company (herein the "Bank") to cover the
purchase of goods and inventory and/or to guarantee payment or performance of
your obligations to a third party, you may request us to join in the
applications for such Letters of Credit, and/or guarantee payment or performance
of such Letters and any drafts or acceptances thereunder, thereby lending our
credit to you. These arrangements shall be handled by us subject to the terms
and conditions set forth below.

A.       Our assistance in this matter shall at all times and in all respects be
         in our sole discretion. The amount and extent of the Letters of Credit
         and the terms and conditions thereof and of any drafts or acceptances
         thereunder, shall in all respects be determined solely by us and shall
         be subject to change, modification and revision by us, at any time and
         from time to time.

B.       Any indebtedness, liability or obligation of any sort whatsoever,
         however arising, whether present or future, fixed or contingent,
         secured or unsecured, due or to become due, paid or incurred, arising
         or incurred in connection with any Letters of Credit, guarantees,
         drafts or acceptances thereunder or otherwise (herein the
         "Obligations") shall be incurred solely as an accommodation to you and
         for your account. Obligations shall include, without being limited to,
         all amounts due or which may become due under said Letters of Credit,
         guarantees or any drafts or acceptances thereunder, all amounts charged
         or chargeable to you or to us by the Bank, other financial institution
         or correspondent bank which opens, issues or is involved with such
         Letter of Credit, any other bank charges; fees and commissions; duties
         and taxes; costs of insurance; all such other charges and expenses
         which may pertain either directly or indirectly to such Letters of
         Credit, drafts, acceptances, guarantees or to the goods or documents
         relating thereto, and our charges as herein provided. We shall have the
         right, at any time and without notice to you, to charge your account on
         our books with the amount of any and all such Obligations. Any debit
         balance which may exist at any time or from time to time in your
         account shall be repayable to us on demand and shall incur interest at
         the rate provided in the factoring or financing agreement between us,
         as amended (herein the "Agreement"). All Obligations are to be repaid
         to us solely in United States currency.






C.       As security for the prompt payment in full of all of your present and
         future indebtedness or obligations whether under the factoring or
         financing agreement between us, any other agreement between us or
         otherwise, as well as to secure the payment in full of all Obligations
         referred to herein, you hereby pledge and grant to us a continuing
         general lien upon and security interest in the following "Collateral",
         whether now owned or hereafter acquired by you, wherever located,
         whether in transit or not: all presently owned and hereafter acquired:
         (a) warehouse receipts, bills of lading, shipping documents, documents
         of title, chattel paper and instruments, all whether negotiable or not;
         (b) merchandise, inventory and goods which relate to any of the
         foregoing or which are purchased from suppliers located outside of the
         United States or its territories or which relate to letters of credit
         opened through or with our assistance (whether for purchases from
         domestic or foreign suppliers), and all additions thereto,
         substitutions therefor and replacements thereof, in all stages of
         manufacture, process or production--from raw materials through
         work-in-process to finished goods, together with all goods and
         materials used or usable in manufacturing, processing, packaging or
         shipping same, all wherever located and whether in transit or not; and
         (c) cash and non-cash proceeds of any and all of the foregoing, of
         whatever sort and however arising.

D.       You warrant and represent that we have and shall have at all times a
         valid and effective first and paramount lien on and security interest
         in all said Collateral and that your title to said Collateral is
         unencumbered by any other liens. You also warrant and represent that
         all sales of any goods or inventory covered hereby shall be made by you
         in the ordinary course of business and the accounts arising from such
         sales and proceeds thereof shall be transferred and assigned to us
         pursuant to the Agreement; and you confirm that our lien and security
         interest extends and attaches to those accounts and proceeds. Further,
         you warrant and represent that all Letters of Credit are being opened
         to cover actual purchases of goods and inventory solely for your
         account, and said goods will not be sold or transferred, other than as
         herein provided, without our specific prior written consent. You agree
         to comply with the requirements of any and all laws in order to grant
         to us and maintain in our favor, a valid first lien upon and security
         interest in the Collateral and to do whatever we may request from time
         to time in order to effect the purposes of this Agreement, including,
         but without limitation, filing financing statements, keeping records
         and making reports on the Collateral to us, advising us of the location
         of all Collateral, marking, labeling and segregating such Collateral
         and obtaining any necessary agreements or waivers with regard to the
         Collateral.

E.       You unconditionally indemnify us and hold us harmless from any and all
         loss, claim or liability arising from any transactions or occurrences
         relating to Letters of Credit established or opened for your account,
         the Collateral relating thereto and any drafts or acceptances
         thereunder, and all Obligations hereunder, including any such loss or
         claim due to any action taken by any Bank. You further agree to hold us
         harmless for any errors or omission, whether caused by us, by the Bank
         or otherwise. Your unconditional obligation to us hereunder shall not
         be modified or diminished for any reason or in any manner whatsoever.
         You agree that any charges made to us for your account by the Bank
         shall be conclusive on us and may be charged to your account.

F.       We shall not be responsible for: The existence, character, quality,
         quantity, condition, packing, value or delivery of the goods purporting
         to be represented by any documents; any difference or variation in the
         character, quality, quantity, condition, packing value or delivery of
         the goods from that expressed in the documents; the validity,
         sufficiency or genuineness


                                       2




         of any documents 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 is made; partial or incomplete shipment, or failure
         or omission to ship any or all of the goods referred to in the Letters
         of Credit or documents; any deviation from instructions; delay,
         default, or fraud by the shipper and/or anyone else in connection with
         the Collateral or the shipping thereof; or any breach of contract
         between the shipper or vendors and yourselves. Furthermore, without
         being limited by the foregoing, we shall not be responsible for any
         act or omission with respect to or in connection with any Collateral.

G.       You agree that any action taken by us, if taken in good faith, or any
         action taken by any Bank, under or in connection with the Letters of
         Credit, the guarantees, the drafts or acceptances, or the Collateral,
         shall be binding on you and shall not put us in any resulting liability
         to you. In furtherance thereof, we shall have the full right and
         authority to clear and resolve any questions of non-compliance of
         documents; to give any instructions as to acceptance or rejection of
         any documents or goods; to execute any and all steamship or airway
         guarantees (and applications therefor), indemnities or delivery orders;
         to grant any extensions of the maturity of, time of payment for, or
         time of presentation of, any drafts, acceptances, or documents; and to
         agree to any amendments, renewals, extensions, modifications, changes
         or cancellations of any of the terms or conditions of any of the
         applications, Letters of Credit, drafts or acceptances; all in our sole
         name, and the Bank shall be entitled to comply with and honor any and
         all such documents or instruments executed by or received solely from
         us, all without any notice to or any consent from you.

H.       Without our express consent and endorsement in writing, you agree not
         to clear and resolve any questions of non-compliance of documents; to
         give any instructions as to acceptance or rejection of any documents or
         goods; to execute any and all applications for steamship or airway
         guarantees, indemnities or delivery orders; to grant any extensions of
         the maturity of, time of payment for, or time of presentation of, any
         drafts, acceptances or documents; or to agree to any amendments,
         renewals, extensions, modifications, changes or cancellations of any of
         the terms or conditions of any of the applications, Letters of Credit,
         drafts or acceptances.

I.       You agree that any necessary import, export or other licenses or
         certificates for the import or handling of the Collateral will have
         been promptly procured; all foreign and domestic governmental laws and
         regulations in regard to the shipment and importation of the
         Collateral, or the financing thereof will have been promptly and fully
         complied with; and any certificates in that regard that we may at any
         time request will be promptly furnished. In this connection, you
         warrant and represent that all shipments made under any such Letters of
         Credit are in accordance with the governmental laws and regulations of
         the countries in which the shipments originate and terminate, and are
         not prohibited by any such laws and regulations. You assume all risk,
         liability and responsibility for, and agree to pay and discharge, all
         present and future local, state, federal or foreign taxes, duties, or
         levies. Any embargo, restrictions, laws, customs or regulations of any
         country, state, city, or other political subdivision, where the
         Collateral is or may be located, or wherein payments are to be made, or
         wherein drafts may be drawn, negotiated, accepted, or paid, shall be
         solely your risk, liability and responsibility.

J.       Any rights, remedies, duties or obligations granted or undertaken by
         you to any Bank in any application for Letters of Credit, or any
         standing agreement relating to Letters of Credit or


                                       3





         otherwise, shall be deemed to have been granted to us and apply in all
         respects to us and shall be in addition to any rights, remedies,
         duties or obligations contained herein.

K.       You hereby agree that prior to your repayment of all indebtedness and
         Obligations to us, we may be deemed to be the absolute owner of, with
         unqualified rights to possession and disposition of, all Collateral,
         all of which may be held by us as security as herein provided. Should
         possession of any such Collateral be transferred to you, it shall
         continue to serve, as security as herein provided, and any goods or
         inventory covered hereby may be sold, transferred or disposed of only
         as herein above provided.

L.       You agree to maintain insurance on the Collateral under such policies
         of insurance, with such insurance companies, in such amounts and
         covering such risks as are at all times satisfactory to us, but at your
         expense. All policies covering the Collateral are to be made payable to
         us in case of loss, under a standard non-contributory "mortgagee",
         "lender's" or "secured party" clause and are to contain such other
         provisions as we may require to fully protect our interests in the
         Collateral and to any payments to be made under such policies, and all
         proceeds of such policies are hereby assigned to us. All policies are
         to be delivered to us, premium prepaid; and shall provide for not less
         than ten days prior written notice to us of the exercise of any right
         of cancellation. We shall have the sole right, in our own name or your
         name, to file claims under any such insurance policies and to deal with
         and handle such claims and any payments thereunder in all respects.

M.       On breach by you of any of the terms or provisions of this agreement,
         the Agreement or any other agreement or arrangement now or hereafter
         entered into between us, or on the nonpayment when due of any
         Obligations or other indebtedness owing to us by you, whether or not
         the Agreement shall continue, or upon your general failure to pay your
         debts when due, or upon your making a general assignment for the
         benefit of creditors or upon there being filed by or against you a
         petition in bankruptcy or for the appointment of a receiver or there is
         commenced under any bankruptcy or insolvency law proceedings for your
         relief or for the composition, extension, arrangement or adjustment of
         any of your obligations, or your business is discontinued as a going
         concern, we shall have the right, with or without notice to you, to
         foreclose the lien and security interest created herein by any
         available judicial procedure, or to take possession of the Collateral
         without judicial process, and to enter any premises where the
         Collateral may be located for the purpose of taking possession of or
         removing the Collateral. We shall have the right to sell, lease, or
         otherwise dispose of all or any part of the Collateral, whether the
         goods have arrived or are to arrive, in its then condition or after
         further preparation or processing, in your name or in ours, or in the
         name of such party as we may designate, either at public or private
         sale or at any broker's board, in lots or in bulk, for cash or for
         credit, with or without warranties or representations, and upon such
         other terms and conditions as we in our sole discretion may deem
         advisable, and we shall have the right to purchase at any such sale.
         You agree, at our request, to assemble the Collateral and to make it
         available to us at places which we shall select, whether at your
         premises or elsewhere, and to make available to us all of your premises
         and facilities for the purpose of our taking possession of, removing or
         putting the Collateral in saleable form. The proceeds of any such sale,
         lease or other disposition of the Collateral shall be applied first, to
         the expenses of retaking, holding, storing, processing and preparing
         for sale, selling, and the like, and then to the satisfaction of your
         Obligations or other indebtedness to us, application as to particular
         Obligations or as to principal or interest to be in our absolute and
         sole discretion. You shall be liable to us for, and shall pay to us on
         demand, any deficiency which may remain after such sale, lease, or
         other disposition, and


                                       4




         we in turn agree to remit to you any surplus resulting therefrom. We
         shall have all rights of a secured party under the Uniform Commercial
         Code. The enumeration of the foregoing rights is not intended to be
         exhaustive and the exercise of any right shall not preclude the
         exercise of any other rights all of which shall be cumulative.

N.       Any charges, fees, commissions, costs and expenses charged to us for
         your account by any Bank in connection with or arising out of Letters
         of Credit issued pursuant hereto or out of transactions relating
         thereto will be charged to your account in full as received by us and
         when made by any such Bank shall be conclusive on us. In addition to
         the amounts charged to your account pursuant to the preceding sentence,
         for our services hereunder we shall be entitled to our service fees
         which shall be computed and charged to your account as set forth on the
         attached Schedule A - Letter of Credit Fee Schedule.

         This agreement, which is subject to modification only in writing, is
supplementary to and is to be considered as a part of, the Agreement. If the
foregoing is in accordance with your understanding, please so indicate by
signing and returning the enclosed copy of this letter.

                                         Very truly yours,

                                         THE CIT GROUP/COMMERCIAL SERVICES, INC.


                                         By: /s/ Richard Lions
                                            ------------------------------------

                                         Name: Richard Lions
                                              ----------------------------------

                                         Title: Vice President
                                               ---------------------------------

Read and Agreed to:

MOVIE STAR, INC.


By: /s/ Thomas Rende
   --------------------------------------

Name: Thomas Rende
     ------------------------------------

Title: Chief Financial Officer
      -----------------------------------








                                       5





                                   SCHEDULE A
                      IMPORT LETTER OF CREDIT FEE SCHEDULE
                      ------------------------------------



DOCUMENTARY L/C'S
-----------------

TRANSACTION                                 FEE                                 MINIMUM  FEE
-----------                                 ---                                 ------------

ISSUANCE
--------
Issuance fee                                1/8% of the face amount             $ 70.00
Issuance Fee                                $ 70.00
Cable Fee                                   $ 35.00

AMENDMENTS
----------
L/C Amount Increase                         1/8% of the increased amount
Processing Fee
         - First four amendments            $ 95.00
         - After fourth amendment           $125.00

GUARANTEES
----------
Steamship guaranty or airway release        $ 50.00
Plus:    Processing Fee                     $ 50.00

DISCREPANCIES                               $ 50.00
-------------
CANCELLATIONS                               $ 50.00
-------------
UNUTILIZED L/C FEE                          $100.00
------------------
PAYMENTS
--------
Sight             $1/8% of the draft amount                   $ 55.00
Time              1.50% per annum on draft
                  amount for term                             $ 85.00

MONTHLY COMMISSIONS                 1.50% per annum of the average
-------------------                 outstanding L/C balance                     $100.00



STANNDBY LETTERS OF CREDIT
ISSUANCE                            3% per annum of the face amount
--------                            of the standby L/C                          $1,000.00


Payment fee                                 $1,000.00
Amendment fee                               $1,000.00
















                                       6