AMENDED AND RESTATED LEASE ASSIGNMENT

     AMENDED AND RESTATED LEASE ASSIGNMENT (this  "Assignment")  made as of this
11th day of  February,  1999,  by and between  CYGNE  DESIGNS,  INC., a Delaware
corporation,  having an  office  at 1372  Broadway,  New  York,  New York  10019
("Assignor") and ONSITE VENTURES,  LLC, a Delaware  limited  liability  company,
having an office at 680 Fifth Avenue, New York, New York 10019 ("Assignee").

                                   WITNESSETH:

     WHEREAS,   S.L.   Green   Operating    Partnership,    L.P.   ("Landlord"),
successor-in-interest  to 1372 Broadway  LLC,  successor in interest to Nineteen
New York Properties  Limited  Partnership,  and Assignor have heretofore entered
into an Agreement of Lease,  dated as of August 16, 1991 (the "Original  Lease")
as the same has been heretofore amended, split and assigned only as described in
Schedule A attached hereto (said lease, as so amended, the "Lease");

     WHEREAS, numerous of the amendments of the Original Lease and other related
documents  constituting  a part of the Lease are no longer  effective as between
Landlord and Assignor so that only the Lease is effective as of the date hereof;

     WHEREAS,  numerous of the amendments of the Original  Lease  constituting a
part of the Lease added and removed  various  additional  space in the building,
however, all of such additional spaces are no longer demised to Assignor and the
entire  second (2"") floor and the second (2"") floor  mezzanine  (collectively,
the  "Premises")  located in the building known as 1372 Broadway,  New York, New
York (the  "Building"),  are the only spaces currently  demised to Assignor upon
and subject to all of the terms, covenants and conditions of the Lease; and

     WHEREAS,  Assignor  desires  to  assign  the  Lease  and all of its  rights
thereunder to Assignee,  and Assignee is willing to accept the assignment and to
assume  Assignor's  obligations  under the Lease  upon the terms and  conditions
hereinafter set forth;

     NOW,  THEREFORE,  in  consideration  of the  premises  and  the  agreements
hereinafter contained, it is mutually covenanted and agreed as follows:

1.   ASSIGNMENT OF LEASE

     A. Assignor hereby assigns to Assignee all of Assignor's  right,  title and
interest in and to the Lease and the term and estate thereby granted to Assignee
as of the date (the  "Effective  Date") which shall be the later to occur of (i)
March 1, 1999 (or at the option of  Assignee,  such earlier date as Assignor has
substantially  vacated  possession  of the  Premises)  and (ii)  the  date  that
Assignor and Assignee  shall receive  fully  executed  counterpart  originals of
Landlord's  unconditional  consent to this  Assignment in the form of Schedule B
attached hereto with such immaterial modifications

<PAGE>


thereof as are  reasonably  satisfactory  to Assignor and Assignee or such other
form of consent as is  reasonably  satisfactory  to Assignor and  Assignee  (the
"Consent").  Assignee  hereby  assigns the Lease to Assignee as of the Effective
Date and Assignee agrees to perform all of the terms, covenants,  conditions and
agreements  contained in the Lease to be performed by Assignor thereunder on and
after the Effective Date.

     B. On or within  two (2)  business  days  after  the  Effective  Date,  all
payments of fixed rent or additional  rent under the Lease shall be prorated and
adjusted  as of the date which is the later of March 15,  1999 or  fifteen  (15)
days after the date on which  Assignor and Assignee have received fully executed
counterpart originals of the Consent.

     C. If the  Consent is not  received  by the date which is thirty  (30) days
after  Assignor has  submitted to Landlord a request for  Landlord's  consent to
this  Assignment  in  accordance  with the  Lease,  or if at any  time  Landlord
indicates in writing that it is unwilling to issue the Consent, then Assignor or
Assignee  shall  have  the  right  to  terminate  this  Agreement  and any  sums
theretofore  paid by  Assignee  to  Assignor  shall be  immediately  returned to
Assignee whereupon such termination shall be effective.

     D. On the  Effective  Date,  Assignor  shall  deliver  vacant  broom  clean
possession of the Premises to Assignee with the Furniture  (hereinafter defined)
in the Premises,  with the Premises and the Furniture in their "as is" condition
on the date hereof,  subject to  reasonable  wear and tear after the date hereof
and with no tenants or occupants in the Premises.

2.   WARRANTIES

     A. Assignee  warrants and  represents  that it is a duly formed and validly
existing limited  liability company in good standing under the laws of the State
of Delaware and has full power and authority to execute this  Assignment  and to
perform its obligations set forth hereunder.

     B. Assignor warrants and represents to Assignee that:

     (i) It is a duly formed and validly  existing  corporation in good standing
under the laws of the State of  Delaware  and has full  power and  authority  to
execute this Assignment and perform its obligations set forth hereunder.

     (ii) The  Lease is in full  force  and  effect  and the  Lease has not been
assigned, modified,  supplemented,  subleased, or amended except as set forth in
this Assignment and Schedule A hereto.

     (iii) True, accurate and complete copies of the Lease has been delivered to
Assignee.

     (iv) As of the date  hereof,  the  Premises  demised to Assignor  under the
Lease  consists  only of the  second  (2nd)  floor and the  second  (2nd)  floor
mezzanine  and all of the  other  spaces  demised  under the Lease are no longer
demised to Assignor.


                                      -2-
<PAGE>


     (v) The Lease represents the entire agreement between Landlord and Assignor
in effect on the date hereof with respect to the Premises.

     (vi) To the actual knowledge of Assignor,  no default exists by Landlord or
Assignor  under the Lease and no event has  occurred  which  with the  giving of
notice and/or the expiration of any applicable  grace period would  constitute a
default by Landlord or Assignor under the Lease.

     (vii) No written  notice of default  has been given by Landlord or Assignor
under the Lease which remains uncured.

     (viii) All rents, additional rents and other sums now due and payable under
the Lease have been paid by Assignor to Landlord.  All rents,  additional  rents
and other sums payable under the Lease for the period  through and including the
Effective  Date shall be timely paid by Assignor to Landlord when due and copies
of the invoices and checks with respect  thereto  shall be sent to Assignee when
such  payments  are made to  Landlord.  Assignor  has caused to be  delivered to
Assignee  true,  accurate  and  complete  copies of the  invoices for all rents,
additional  rents and other  sums  payable  under the Lease  during  the six (6)
months preceding the date hereof and the most recent annual  reconciliations  as
to real estate taxes and operating expenses under the Lease.

     (ix) To the actual  knowledge of Assignor,  there is no asbestos,  asbestos
containing  material  or  hazardous  material  in the  Premises  or  the  walls,
ceilings, floors of the Premises.

     (x)  Assignor   shall  grant  Assignee  and  its   architects,   designers,
contractors,   agents  and  employees  reasonable  access  to  the  Premises  on
reasonable  telephone  notice to Assignor from and after the date hereof for all
reasonable purposes.

     (xi) The Rent (as  defined  in the  Lease) per annum is: (A) for the period
from April 26, 1996 through and including April 25, 1999,  $739,484.20,  (B) the
period  commencing  on April 26,  1999  through  and  including  April  25,2002,
$843,539.20,  and (C) for the  period  commencing  April 26,  2002  through  and
including July 31, 2010, $982,279.20.

3.   INDEMNITY

     A. Assignor  agrees to indemnify,  defend and hold harmless  Assignee,  its
successors  and assigns,  from and against any and all claims,  liabilities  and
expenses  (including,   without  limitation,   reasonable  attorneys'  fees  and
disbursements)  of any nature whatsoever  suffered or incurred by Assignee,  its
successors and assigns, arising out of: (i) any injuries to persons or damage to
property which occurred in, on or about the Premises, arising out of the acts or
omissions  of  Assignor,  its  agents,  employees,   contractors,   invitees  or
licensees,  or any party acting by,  through or under such  parties  which shall
have  occurred  prior to the  Effective  Date;  (ii) any  breach or  default  by
Assignor,  its agents,  contractors,  invitees,  licensees  or  employees of any
covenant,  agreement term,  provision or condition of the Lease which shall have
occurred  prior to the Effective  Date (iii) any work done in or to the Premises
prior to the Effective Date; (iv) any act, omission or negligence of Assignor,


                                      -3-
<PAGE>


its agents,  contractors,  invitees,  licensees or  employees,  which shall have
occurred prior to the Effective Date; or (v) the conduct of Assignor's  business
in, or use and  occupancy  of, the Premises by Assignor  prior to the  Effective
Date. If any action or proceeding is brought  against  Assignee by reason of any
such claim,  Assignor,  upon written notice from Assignee,  shall, at Assignor's
sole cost and expense,  resist or defend such action or proceeding using counsel
approved by  Assignee,  which  approval  shall not be  unreasonably  withheld or
delayed.  The  provisions  of this  paragraph  shall  survive the  expiration or
earlier termination of the term of the Lease.

     B. Assignee  agrees to indemnify,  defend and hold harmless  Assignor,  its
successors  and assigns,  from and against any and all claims,  liabilities  and
expenses  (including,   without  limitation,   reasonable  attorneys'  fees  and
disbursements)  of any nature whatsoever  suffered or incurred by Assignor,  its
successors or assigns,  arising out of: (i) any injuries to persons or damage to
property  occurring  in, on or about the  Premises,  arising  out of the acts or
omissions  of  Assignee,  its  agents,  contractors,   employees,   invitees  or
licensees,  or any party acting by,  through or under such  parties  which shall
occur  on or  after  the  Effective  Date or as a result  of any  access  to the
Premises under Paragraph  2(b)(x);  (ii) any breach or default by Assignee,  its
agents,  contractors,   employees,   invitees  or  licensees  of  any  covenant,
agreement,  term,  provision  or  condition of the Lease which shall occur on or
after the Effective Date;  (iii) any work done in or to the Premises on or after
the  Effective  Date;  (iv) any act,  omission or  negligence  of Assignee,  its
agents,  contractors,  employees,  invitees or licensees which shall occur on or
after the Effective  Date; or (v) the conduct of Assignee's  business in, or use
and occupancy  of, the Premises by Assignee on or after the  Effective  Date. If
any action or  proceeding  is  brought  against  Assignor  by reason of any such
claim,  Assignee,  upon written notice from Assignor,  shall, at Assignee's sole
cost and expense,  resist or defend such action or  proceeding  as to such party
using counsel  approved by Assignor,  which approval  shall not be  unreasonably
withheld  or  delayed.  The  provisions  of this  paragraph  shall  survive  the
expiration or earlier termination of the term of the Lease.

4.   FIXTURES AND EQUIPMENT

     Assignor  shall  remove from the  Premises  all  computers;  fax  machines;
photocopying  equipment;  cutting,  sewing and pressing  equipment;  thirty (30)
filing  cabinet,  all  furniture  and cabinets  located in the office of Bernard
Manuel;  and the furniture  expressly  listed on Schedule C attached  hereto and
incorporated  herein by this  reference;  but no other  furniture,  fixtures  or
equipment.  All other  furniture,  fixtures and equipment in the Premises on the
Effective Date,  including without limitation,  the telephone system,  telephone
units and all  related  equipment  (collectively,  the  "Furniture")  are hereby
transferred and conveyed to Assignee  without  consideration as of the Effective
Date and  thereafter  shall be the property of  Assignee.  Assignor and Assignee
shall  share any sales or other  taxes due with  respect to the  transfer of the
Furniture to Assignee.


                                      -4-
<PAGE>


5.   PERCENTAGE RENT

     No  person  having  an  interest  in  the  possession,  use,  occupancy  or
utilization  of the  Premises  shall  enter into any lease,  sublease,  license,
concession or other  agreement for use,  occupancy or  utilization of such space
which  provides  for a  rental  or other  payment  for such  use,  occupancy  or
utilization  based in whole or in part on the income or  profits  derived by any
person from the  property so leased,  used,  occupied or utilized  other than an
amount based on a fixed  percentage or  percentages  of gross receipts or sales,
and that any such purported lease, sublease, concession or other agreement shall
be absolutely void and ineffective ab initio.

6.   SECURITY DEPOSIT

     On or within two (2) business  days after the  Effective  Date, as to which
date time is of the essence, Assignee shall pay to Assignor, by certified check,
an amount  equal to the lesser of the cash  security  deposit  actually  held by
Landlord  pursuant to the Lease as set forth in the Consent or  $250,000.  As of
the Effective Date,  Assignor assigns all of Assignor's interest in the security
deposit then held by Landlord under the Lease to Assignee.

7.   BROKER

     A. Assignor covenants,  represents and warrants that it has had no dealings
or communications with any broker or agent in connection with this matter except
for Insignia/Edward S. Gordon Co., Inc.  ("Insignia"),  and Cushman & Wakefield,
Inc. ("C & W"). Assignor agrees to indemnify and hold Assignee harmless from and
against any and all cost,  expense  (including  reasonable  attorneys' fees) and
liability for any compensation,  commissions or charges claimed by Insignia,  or
any other broker or agent, claiming to have dealt exclusively with Assignor with
respect to this matter. Assignor agrees to pay any commission due to Insignia.

     B. Assignee covenants,  represents and warrants that it has had no dealings
or communications with any broker or agent in connection with this matter except
for Insignia and C & W. Assignee agrees to indemnify and hold Assignor  harmless
from and  against any and all cost,  expense  (including  reasonable  attorneys'
fees) and liability for any compensation,  commissions or charges claimed by any
other broker or agent,  other than Insignia,  claiming to have dealt exclusively
with Assignee with respect to this matter. Assignee agrees to pay any commission
due to C&W.

8.   NOTICES

     A. All notices  required or desired to be given under this Lease Assignment
shall be by registered  or certified  mail,  return  receipt  requested,  to the
following addresses of the parties:

     Assignor:             Cygne Designs, Inc.
                           1372 Broadway
                           New York, New York 10019


                                      -5-
<PAGE>

                           Attention: Chief Financial Officer

     With a copy to:       Fulbright & Jaworski L.L.P.
                           666 Fifth Avenue
                           New York, New York 10103
                           Attention:  Paul Jacobs, Esq.

     Assignee:             Onsite Ventures LLC
                           680 Fifth Avenue
                           New York, New York 10019
                           Attention:  Mr. Scott Jarus

     With a copy to:       Wolf, Block, Schorr and Solis-Cohen LLP
                           250 Park Avenue
                           New York, New York 10177
                           Attention:  Jeffrey A. Moerdler, Esq.

Notice  shall be given to any other  address  which  Assignor or Assignee  shall
specify by notice given in the same form as prescribed herein.

     B. The  date of the  giving  of a notice  shall  be  deemed  to be,  unless
otherwise  specifically provided herein to the contrary,  the date when the same
is mailed as herein provided.

9.   MISCELLANEOUS

     A.  All  capitalized  terms  used but not  defined  herein  shall  have the
meanings set forth in the Lease. In the event of a conflict between the original
terms  of the  Lease  and  the  terms  of this  Assignment,  the  terms  of this
Assignment shall control.

     B. This Assignment  shall be binding upon and shall inure to the benefit of
the parties hereto and their respective  successors and assigns. This Assignment
may not be amended or modified orally.

     C. If any term, provision,  condition or covenant of this Assignment or the
application thereof to any party or circumstances  shall, to any extent, be held
invalid or unenforceable,  the remainder of this Assignment,  or the application
of such term, provision, condition or covenant to persons or circumstances other
than those as to whom or which it is held invalid or unenforceable, shall not be
affected thereby,  and each term and provision of this Assignment shall be valid
and enforceable to the fullest extent permitted by law.

     D.  Headings  in this  Assignment  are  solely for the  convenience  of the
parties and are not a part of this Assignment.


                                       -6-
<PAGE>


     E. This  Assignment  may be  executed in several  counterparts,  and all so
executed  shall  constitute  one  Assignment  binding  on  all  parties  hereto,
notwithstanding that all parties are not signatories to the original or the same
counterpart.

     F. This  Assignment  shall be governed by and construed in accordance  with
the laws of the State of New York.

     G. The  representations  and warranties  contained in this Agreement  shall
survive the Effective Date.

     H. This Assignment amends and restates a certain Lease Assignment  executed
by Assignor and Assignee dated as of February 11, 1999.

     IN WITNESS  WHEREOF,  the parties  hereto have  respectively  executed this
Lease Assignment as of the day and year first above written.



                                      CYGNE DESIGNS, INC., Assignor

                                      By: /s/ Roy W. Green
                                         ------------------------------------
                                         Roy W. Green
                                         Vice President




                                      ONSITE VENTURES, LLC, Assignee

                                      By: /s/ Scott Jarus
                                         ------------------------------------
                                         Scott Jarus
                                         President and Chief Operating Officer


                                      -7-
<PAGE>



STATE OF NEW YORK  )
                   : ss.:
COUNTY OF NEW YORK )

     On this 1st day of March,  1999, before me personally came Roy E. Green, to
me known,  being  duly  sworn by me,  did depose and say that he resides at 1372
Broadway,  New York,  that he is the vice  president of CYGNE  DESIGNS,  INC., a
Delaware  corporation,  the  corporation  mentioned  in, and which  executed the
foregoing  instrument  and that he signed his name thereto by order of the Board
of Directors of said corporation.


            [NOTARY STAMP]
        M. CASSIN MALONEY JR.
  Notary Public, State of New York
           No. 02MA5047468                       /s/ M. Cassin Maloney, Jr.
    Qualified in New York County                ------------------------------
   Commission Expires Aug. 7, 1999                      Notary Public


STATE OF NEW YORK  )
                   : ss.:
COUNTY OF NEW YORK )

     On this___ day of February, 1999, before me personally came Scott Jarus, to
me known,  being  duly  sworn by me,  did  depose and say that he resides at 680
Fifth Avenue,  New York,  New York,  that he is the Chief  Operating  Officer of
Onsite  Ventures,  LLC,  a  Delaware  limited  liability  company,  the  company
mentioned in, and which executed the foregoing instrument and that he signed his
name thereto by order of the Managers of said company.


                                                ------------------------------
                                                        Notary Public

                                      -8-
<PAGE>


                                   SCHEDULE A

1. Agreement of Lease between Nineteen New York Properties  Limited  Partnership
("Original  Landlord")  and  Assignor  dated  August 7, 1991 with respect to the
Premises ("Original Lease").

2. Second  Amendment of Lease between  Original  Landlord and Assignor dated May
31, 1993 with respect to a portion of the sixth (6th) floor of the Building (the
"Second Amendment").

3. Third  Amendment  of Lease  between  Original  Landlord  and  Assignor  dated
December 1, 1993 terminating the First License  Agreement and the Second License
Agreement and adding certain additional premises on the ninth (9th) floor of the
Building (the "Third Amendment").

4. Fourth Amendment of Lease between  Original  Landlord and Assignor dated June
24, 1994 (the "Fourth  Amendment")  extending the term of the Lease with respect
to the  Premises  and the space  demised by the Second  Amendment  (the  "Fourth
Amendment").

5. Fifth Amendment of Lease between  Original  Landlord and Assignor dated March
31, 1995 (the "Fifth  Amendment")  terminating  the Third  Amendment  and adding
certain  additional  premises  located on the ninth (9th) floor of the  Building
(the "Fifth Amendment").

6. Letter Agreement  between  Original  Landlord and Assignor dated May 17, 1995
adjusting the security  deposit under the Lease and amending the Fifth Amendment
(the "Second Letter Agreement").

7. Sixth  Amendment  and  Severance  of Lease  between 1372  Broadway,  LLC (the
"Intervening  Landlord")  and  Assignor  dated  September  20,  1996 (the "Sixth
Amendment")  severing the space  demised by the Second  Amendment  and the Fifth
Amendment, as amended by the Second Letter Agreement, into a separate lease (the
"New Lease") such that the premises  demised under the Original Lease as amended
by the Fourth Amendment and Paragraph 3(g) of the Fifth Amendment  consists only
of the Premises.

8. Letter Agreement between Intervening Landlord,  Assignor and AnnTaylor, Inc.
dated September 20, 1996 consenting to the Sixth Amendment and the Assignment to
AnnTaylor   executed  pursuant  to  the  Sixth  Amendment  (the  "Fourth  Letter
Agreement").

9. Partial Surrender Agreement between  Intervening  Landlord and Assignor dated
January 31,  1997 (the  "Partial  Surrender  Agreement")  terminating  the Fifth
Amendment.


                                      -9-
<PAGE>


                                   SCHEDULE B

                                 FORM OF CONSENT

     THIS CONSENT,  dated as of February __, 1999 among CYGNE  DESIGNS,  INC., a
Delaware corporation, having a place of business at 1372 Broadway, New York, New
York 10019 (hereinafter  called  "Assignor"),  ONSITE VENTURES,  LLC. a Delaware
limited  liability  company having a place of business at 680 Fifth Avenue,  New
York, New York 10019  (hereinafter  called  "Assignee") and S.L. GREEN OPERATING
PARTNERSHIP,  L.P., a limited  partnership having an office do S.L. Green Realty
Corp.,  70 West  36th  Street,  New York,  New York  10018  (hereinafter  called
"Landlord"),

                                   WITNESETH:

     Pursuant to an Amended and Restated Lease  Assignment  between Assignor and
Assignee  dated  February  10,  1999  (the  "Assignment"),  Assignor  has  sold,
assigned,  transferred  and set over  unto  Assignee  all the  right,  title and
interest of  Assignor  in and to the Lease (as  defined in  Scheduled A attached
hereto and made a part hereof) covering premises  consisting of the second (2nd)
floor and the second  (2nd) floor  mezzanine  (the  "Premises")  in the building
known as 1372 Broadway  (the  "Building")  in the City,  County and State of New
York, and the term and estate granted by the Lease, to have and to hold the same
unto Assignee from the Effective Date (as defined in the Assignment) for all the
rest, residue and remainder of the term of the Lease yet to come and unexpired.

     Landlord  hereby  consents  to the  foregoing  assignment  of the  Lease by
Assignor to Assignee, upon the following terms and conditions,  to each of which
Assignor and Assignee expressly agree:

     1. The parties  agree that the Premises  demised  under the Lease as of the
date hereof  consist  only of the second  (2nd) floor and the second (2nd) floor
mezzanine of the Building and that the only  documents  effective as of the date
hereof and  constituting  the Lease are: (a) the Original  Lease,  as defined in
Schedule  A (the  "Original  Lease"),  (b) the Fourth  Amendment,  as defined in
Scheduled  A  (the  "Fourth  Amendment"),   and  (c)  Paragraphs   2(a)(iii)(a),
2(b)(x)(a),  2(c)(xi)(b),  2(d) and 2(e) of the Sixth  Amendment  (as defined in
Schedule A, and together with the Original Lease,  the Fourth Amendment and such
provisions of the Sixth Amendment collectively, the "Existing Lease").

     2. Pursuant to the Assignment,  Assignor assigns to Assignee,  effective as
of the Effective  Date, all of Assignor's  right,  title and interest in (a) the
Existing  Lease,  (b) the security  deposit made pursuant to the Existing Lease,
and (c) the rent and additional rent prepaid under the Existing Lease.  Assignor
will deliver possession of the Premises to Assignee on the Effective Date.

     3. Except as expressly  provided in Paragraphs 1 and 11(b) hereof,  nothing
herein  contained shall be construed to modify,  waive,  impair or affect any of
the  covenants,  agreements,  terms,  provisions or conditions  contained in the
Existing Lease, or to waive any breach of Assignor


                                      -10-
<PAGE>



in the due keeping, observance or performance thereof; and all provisions of the
Existing Lease are hereby mutually declared to be in full force and effect.

     4. Assignee,  for Assignee and the successors and assigns of Assignee,  has
accepted the assignment contained in the Assignment and hereby recognizes all of
the covenants,  agreements,  terms,  provisions and conditions  contained in the
Existing  Lease,  and has assumed and agreed to pay the rent,  additional  rent,
damages and all other sums payable by the tenant  under the Existing  Lease from
and  after  the  Effective  Date,  and to keep and  perform,  and to  permit  no
violation of, each and every covenant,  agreement, term, provision and condition
therein  set  forth on the  part  and on  behalf  of the  tenant  to be kept and
performed under the Existing Lease.

     5. This Consent shall not be assignable.

     6. This  Consent  shall not be construed as a consent by Landlord to, or as
permitting,  any other or  further  assignment  of the Lease by  Assignor  or by
Assignee,  and no further or other assignment of the Lease, in whole or in part,
shall be made by Assignor or  Assignee or the  successors  and assigns of either
without the written consent of Landlord first had and obtained in every case.

     7.  Assignor and Assignee  agree that the  provisions  of Article 12 of the
Original Lease, as amended by the Fourth  Amendment shall,  notwithstanding  the
Assignment,  continue to be binding upon  Assignor and Assignee  with respect to
all future  assignments  and  transfers  with the same effect as if Assignee had
been the tenant named in the Existing Lease.

     8. Assignor and Assignee shall be and remain  jointly and severally  liable
and  responsible  at all times  during  the term of the  Existing  Lease for the
payment of the fixed rent,  additional rent,  damages and all other sums payable
by the tenant thereunder,  and under and upon all of the covenants,  agreements,
terms,  provisions  and conditions of the Lease on the part and on behalf of the
tenant  to be kept  and  performed.  Notwithstanding  anything  to the  contrary
contained in this Consent, Assignor shall not have liability or obligations with
respect to: (a) any  amendments,  modifications  or  extensions  of the Existing
Lease  entered into between  Landlord and Assignee  after the date hereof unless
Assignor  consents  thereto in writing or (b) any amendments or modifications of
the  Existing  Lease  contained  in  Paragraphs  11 (b)(vii)  and (viii) of this
Consent.

     9. Landlord shall be under no obligation to commence proceedings or exhaust
its remedies against Assignee before  proceeding  against  Assignor,  or against
Assignor before proceeding against Assignee, for any redress provided for in the
Existing Lease, this Consent or by law.

     10. The  obligations  of Assignor under the Existing Lease and this Consent
shall not be  discharged  or  otherwise  affected  by  reason  of the  giving or
withholding  of any  consent  or  approval  for which  provision  is made in the
Existing Lease (provided that Landlord complies with the


                                      -11-
<PAGE>


provisions of the Existing Lease and this Consent) or by reason of any amendment
or  modification  of the Lease  hereafter  entered into by Landlord and Assignee
with the consent of Assignor.

     11. (a)  Assignor  hereby  represents  and  warrants to  Landlord  (a) that
Assignor is engaged in a business or activity,  and the Premises will be used in
a manner, which (i) is in keeping with the then standards of the Building,  (ii)
is limited to the use of the  Premises for the uses  permitted  under the Lease,
and (iii) will not violate any  negative  covenant  as to use  contained  in any
other lease in the  Building  and (b) that  Assignee  is a  reputable  person or
entity of good character and with  sufficient  financial  worth  considering the
responsibility  involved,  and Landlord has been furnished with reasonable proof
thereof

     (b) Landlord represents, warrants and agrees to and only for the benefit of
Assignee that:

     (i) The Existing Lease is in full force and effect and neither the Existing
Lease nor the Lease have been  assigned,  modified,  supplemented,  subleased or
amended except as set forth in Schedule A hereto.

     (ii) As of the date  hereof,  the  Premises  demised to Assignor  under the
Existing Lease consist only of the second (2nd) floor and the second (2nd) floor
mezzanine  and all of the  other  spaces  demised  under the Lease are no longer
demised to Assignor.

     (iii) To the best of Landlord's  knowledge after no independent  inquiry or
investigation,  the  Existing  Lease  represents  the entire  agreement  between
Landlord and Assignor in effect on the date hereof

     (iv) To the best of Landlord's  knowledge  after no independent  inquiry or
investigation,  no default  exists by Assignor  under the Existing  Lease and no
event has occurred  which with the giving of notice and/or the expiration of any
applicable  grace  period  would  constitute  a default  by  Assignor  under the
Existing Lease.

     (v) No written  notice of default  has been given by  Landlord  or Assignor
under the Existing Lease which remains uncured.

     (vi) Landlord  represents  that there are  presently no  mortgages,  ground
leases or other superior leases encumbering the Building.

     (vii)  Landlord  agrees  not  to  unreasonably   withhold  its  consent  to
Alterations  to be performed by Assignee to prepare the Premises for  Assignee's
initial  occupancy  (provided  such  Alterations  are  typical  interior  office
Alterations which do not affect the structure or the structural  elements of the
Building  and do not  adversely  affect  the  Building's  mechanical  systems or
services as  determined  by Landlord in its  reasonable  discretion),  or to any
contractors or  sub-contractors  performing any such alterations.  Provided that
such  Alterations  are performed  subject to and in accordance with the terms of
the Existing Lease, including Article 3, such Alterations may include,


                                      -12-
<PAGE>


without  limitation,  the  relocation of the staircase to the second (2nd) floor
mezzanine,   the  installation  of  additional   electrical  risers  and/or  the
installation of telecommunications wiring from the Premises to the street.

     (viii)  Landlord  agrees that  Landlord  shall not require  restoration  by
Assignee:  (A) of any Alterations to the Premises made prior to the date hereof,
or (B) of any typical interior office  Alterations made after the date hereof by
Assignee  as  determined  by  Landlord,  in  Landlord's  reasonable  discretion.
Following request by Assignee, Landlord shall notify Assignee if any restoration
shall be required  simultaneously  with Landlord's giving of consent to any such
proposed  Alterations.  Notwithstanding  the  foregoing,  if Assignee  elects to
expand the existing  second (2nd) floor  mezzanine  then Landlord shall have the
right to require  restoration  thereof and restoration of related Alterations to
the Building in connection therewith.

     (ix) Subject to and in  accordance  with the terms of the  Existing  Lease,
Landlord   agrees  that   Assignee   may  use  the   Premises  for  general  and
administrative offices and a telecommunications and data center.

     (x) The Original Lease is hereby  amended to delete the second  sentence of
Paragraph 40. Subject to compliance by Assignee with all applicable  laws, rules
and codes and  compliance  by Assignee  with the terms of the Existing  Lease at
Assignee's sole cost,  Landlord confirms that the first sentence of Paragraph 40
of the Original  Lease is in full force and effect on the date hereof,  provided
and upon the condition that prior to exercising the Mezzanine  Expansion Option,
Assignee shall deliver to Landlord an additional  Security  Deposit in an amount
reasonably  determined  by  Landlord  to be equal to the cost of  restoring  the
mezzanine to its size and condition as of the date hereof and to cure any damage
to the Building in connection  therewith,  which Security  Deposit shall be held
and applied in accordance with the terms of Article 32 of the Existing Lease. In
addition,  the third  sentence of Article 40 shall be  modified to reflect  that
Tenant's Preliminary Plans shall be prepared by a structural engineer reasonably
acceptable to Landlord.

     (xi) The expiration date of the Existing Lease is July 31, 2010.

     (xii)  Landlord is  presently  holding a security  deposit in the amount of
$229,516.00  pursuant to the Existing Lease.  Notwithstanding the foregoing,  if
Landlord  acting  reasonably  shall determine that interest which has accrued on
the security deposit has not been paid to Assignor, then Landlord shall promptly
forward up to $7,000.00 of such interest to Assignor.

12.  NOTICES

     All notices  required or desired to be given under this Agreement  shall be
sent by registered or certified mail, return receipt  requested.  All notices to
Assignee shall be sent to the following address:

                      Assignee:    Onsite Ventures, LLC,


                                      -13-
<PAGE>




                                 680 Fifth Avenue
                                 New York, New York 10019
                                 Attn: Mr. Scott Jarus

All  notices  to  Assignor  shall  be sent by  certified  mail,  return  receipt
requested, to the following address:

                       Assignor:  Cygne Designs, Inc.
                                  680 Fifth Avenue
                                  New York, New York 10019
                                  Attn: Chief Financial Officer

Notwithstanding  the  foregoing,  notices  hereunder  may be sent  to any  other
address  which  Assignor or Assignee  shall  specify by notice given in the same
form as prescribed herein. The date of the giving of a notice shall be deemed to
be, unless otherwise specifically provided herein to the contrary, the date when
the same is mailed as herein provided.

     13. This Consent  embodies the entire  agreement of the parties hereto with
respect to the  subject  matter of this  Consent,  and it  supersedes  any prior
agreements,  whether written or oral, with respect to the subject matter of this
Consent. This Consent may be modified only by a written instrument duly executed
by the parties  hereto.  The terms and  provisions of this Consent will inure to
the benefit of, and will be binding  upon,  the  successors,  assigns,  personal
representatives, heirs, devisees, and legatees of the parties hereto.

     14. Assignor and Assignee each agree to indemnify, defend and hold Landlord
harmless  from and  against  any and all  loss,  liability,  damages,  costs and
expenses  (including  reasonable counsel fees and disbursements)  resulting from
any claims that may be made  against  Landlord  by any brokers or other  persons
claiming a commission or similar  compensation in connection with the assignment
of the Existing  Lease or the Premises.  As between  Assignor and Assignee,  any
liability  arising  from this  Paragraph  shall be  allocated as provided in the
Assignment.

     15. The  Existing  Lease as  modified by this  Consent  and all  covenants,
agreements,  terms and conditions  thereof shall remain in full force and effect
and are hereby in all respects ratified and confirmed.  Assignor hereby confirms
that Landlord is not in default under any provisions of the Existing Lease, that
there are no presently  existing claims,  counterclaims or defenses with respect
to the Existing Lease and, to the extent any such claims,  counterclaims  and/or
defenses  may exist or may have  existed,  Assignor  hereby  agrees to waive the
same.

     16.  Simultaneously  herewith,  Assignor will pay to Landlord's counsel all
reasonable  costs and expenses  incurred in connection  with the preparation and
negotiation of this Consent.

     IN WITNESS WHEREOF,  this Assignment with Consent has been duly executed by
the parties hereto as of the day and year first above written.


                                      -14-
<PAGE>

                             CYGNE DESIGNS, INC. Assignor


                             By:
                                -------------------------------------
                                 Bernard Manuel
                                 Chairman and Chief Executive Officer




                             ONSITE VENTURES, LLC, Assignee

                             By: /s/ Scott Jarus
                                 ------------------------------------
                                 Scott Jarus, President and
                                  Chief Operating Officer



                             S.L. GREEN OPERATING PARTNERSHIP, L.P.

                             By:  S.L. Green Realty Corp., its general partner

                                  By:________________________________
                                     Name: __________________________
                                     Title: _________________________


                                      -15-
<PAGE>

                                   SCHEDULE C

                              ADDITIONAL FURNITURE

    AREA                                CONTENTS TO BE KEPT
    ----                                -------------------

    General                             All art work; 8 rolling  racks;  Macbeth
                                        light box

    Lobby                               3 wooden benches from Philippines

    Roy Green's Office                  5 chairs

    Rob Parks' Office                   All furniture

    Conference Room A                   One of the 3  conference  tables;  metal
                                        railings;  art work.  

    Conference  Room B                  Metal railings; art work.

    Conference Room C                   Metal railings; art work.

    Secretarial Office across from
    Bernard Manuel's Office             5 chairs

    General Counsel's Office            All  furniture  is owned  personally  by
                                        General  Counsel  and will be removed by
                                        him at his own expense

    Offices 2 and 3 from Southeast
    Corner of Premises                  All furniture

    Accounting Cubicle next to
    Manufacturing  Conference  Room     1 glass desk (broken glass top)

    Manufacturing Conference Room       Conference table; 11 chairs 

    Design Storage Room                 Marble    tabletop    and   base;    two
                                        upholstered chairs


                                      -16-