ASSIGNMENT AND ASSUMPTION OF LEASE AGREEMENT AND THIRD AMENDMENT TO LEASE AGREEMENT

THIS ASSIGNMENT AND ASSUMPTION OF LEASE AGREEMENT AND THIRD AMENDMENT TO LEASE AGREEMENT ("Amendment") is executed and delivered effective as of the first (1st) day of October, 2003, by and between **329 PARTNERS-II LIMITED PARTNERSHIP** ("Landlord"), **HAROLD'S DBO, INC.** ("Assignor") and **HAROLD'S STORES, INC.** ("Tenant").

RECITALS

Landlord, as landlord, and Assignor, as tenant, have previously entered into that certain Lease Agreement dated June 30, 1998, as amended by (i) that certain First Amendment to Lease Agreement dated as of August 10, 2001, and (ii) that certain Second Amendment to Lease Agreement ("Second Amendment") dated as of February 4, 2003 (as so amended, the "Lease"), pursuant to which Landlord leased to Tenant the real property more particularly described therein.

Prior to the date hereof, the size of the Premises was reduced to 25,178 square feet.

Assignor wishes to assign all of its right, title and interest under the Lease to Tenant, and Tenant wishes to assume same.

Concurrently with such assignment, Landlord and Tenant wish to increase the Premises to comprise approximately 46,132 square feet, as shown on Exhibit "A" attached hereto and made a part hereof.

Landlord and Tenant desire to amend the Lease to effect such increase of the Premises and to amend certain provisions regarding Base Rent, payment of Tax and Insurance Costs and other matters more particularly set forth hereinbelow.

AGREEMENTS

NOW, THEREFORE, for and in consideration of TEN DOLLARS ($10.00) and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Landlord, Assignor and Tenant for themselves and their successors and assigns do hereby agree as follows:

Recitals
.  The recitals set forth above are hereby agreed to be true and correct and are incorporated herein for all purposes.

Definitions
.  Any capitalized terms not defined herein shall have the meaning as set forth in the Lease.

Assignment and Assumption
.  Assignor hereby sells, assigns and transfers to Tenant any and all of Assignor's right, title and interest in and to the Lease, as if Tenant were named in the original Lease.

Acceptance
.  Tenant hereby accepts the foregoing sale, assignment and transfer and promises and agrees to pay all Base Rent and any additional rents and to faithfully perform all covenants, stipulations, agreements and obligations under the Lease.

Consent
.  Landlord consents to the foregoing assignment of the Lease by Assignor to Tenant; provided, however, such consent shall not be construed in any manner to release Assignor from its obligations under the Lease or to waive or diminish any of Landlord's rights or remedies thereunder with respect to Assignor or Tenant.

Premises
.  From and after the date hereof, the Premises shall be that certain portion of the Project depicted on 
Exhibit "A"
 attached hereto and made a part hereof, less that certain 4,224 square foot portion designated as space 1, the total area of the Premises being agreed to constitute approximately 46,132 square feet.  Tenant accepts the Premises in its as-is condition and shall not be required to perform any finish-out or remodeling work (provided, however, this provision shall in no way be construed to limit or diminish in any way Tenant's or Landlord's repair and maintenance obligations set forth in Article VI of the Lease or elsewhere in the Lease.)

Base Rent
.  Effective as of the date hereof, Section 3.1 of the Lease, as previously amended by Paragraph 2 of the Second Amendment, is hereby amended to provide that the monthly amount of Base Rent shall be as follows:

Time Period						Monthly Amount