Manufacturer's Agreement

This Manufacturer's Agreement ("Agreement") is entered into this 15th day of September, 2004, by and between THE INDIGO GROUP USA, INC., ("Manufacturer"), and GURU DENIM, INC., dba TRUE RELIGION BRAND JEANS. ("Company")

A WHEREAS, Company has created designs for certain goods (the "Goods") and wishes to have Manufacturer manufacture the Goods in accordance with such designs.

B. WHEREAS, Manufacturer wishes to accept such obligation pursuant to the terms hereof.

NOW, THEREFORE, for and in consideration of the foregoing, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

1. Quotation and Production Schedule. With respect to any orders for Goods Company wishes to have Manufacturer manufacturer, Company shall provide Manufacturer with its specifications for such Goods in writing (the "Specifications"). The Specifications shall contain such particularity as Manufacturer may reasonably need to provide its services hereunder, including, without limitation, any special packing or packaging requirements. Subject to the termination provisions contained in paragraph 3 hereof, and providing in each case Company has customer orders to fill, Company shall deliver to Manufacturer, commencing seven (7) weeks after Manufacturer gives written notice that it has sufficient fabric to commence production, purchase orders for a minimum of 3,000 units per week throughout the term of this Agreement. In the event Manufacturer fails to properly fill any purchase order, Company shall notify Manufacturer of such fact and of the nature of the problem and Manufacturer shall have ten (10) days to cure the problem.

2. Manufacture.

(a) Manufacturer shall manufacture for Company the Goods in accordance with the Specifications. Manufacturer shall not manufacture or produce any items pursuant to all or a material part of the Specifications except pursuant to the written directions of Company, Manufacturer may not sub-contract out any of its obligations hereunder without the express prior written consent of Company, which consent may be given or withheld in Company's sole and absolute discretion. Notwithstanding the foregoing, any goods manufactured by K&K Apparel shall not be deemed a sub-contractor under this paragraph.

(b) Manufacturer shall only manufacture the specific number of Goods as requested by Company and at no time shall manufacture excess goods or overruns. Manufacturer shall not sell, transfer or otherwise dispose of any Goods or packaging bearing the Trademarks to any third parties without the express prior written consent of Company, which consent may be given or withheld in Company's sole and absolute discretion.

(c) Manufacturer shall manufacture the Goods and packaging to conform in quality to the Specifications as defined in Paragraph 2(a) above. Manufacturer shall comply with all terms of Company's purchase orders, including those concerning the tolerances allowed by Company. Manufacturer shall follow damages, seconds and irregulars procedures set forth by the Company.

(d) All Goods and Packaging manufactured by Manufacturer shall be delivered to locations specified by Company or directly to Company, whichever Company may direct.

(e) Manufacturer nor any affiliate of Manufacturer shall sell or distribute a premium denim brand either under its own label or the label owned by a third party without the prior written consent of Manufacturer which consent may be withheld upon Manufacturer's commercially reasonable discretion. If Manufacturer does not obtain such consent and chooses to manufacture a premium denim line, this Agreement shall terminate.