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                                                                   Exhibit 10.35


                       THE BUSINESS/MANAGER(R) AGREEMENT
                       WITH BUSINESSES AND PROFESSIONALS

TO: Carnegie Bank, N.A.                 FROM: Blue Fish Clothing, Inc.
    619 Alexander Road                        3 Sixth Street
    Princeton, New Jersey 08540               Frenchtown, New Jersey 08825
    (the "Bank")                                   (the "Business")

This Agreement is entered into by and between the Bank and the Business to
govern the sale of Receivables, as defined below, by the Business to the Bank.
The Business agrees to the following terms according to which, when accepted by
the Bank, the Business will receive payment for Receivables arising from sales
or services to Customers and purchased by the Bank pursuant to the Bank's
Business/Manager plan.

SECTION 1: DEFINITIONS

     1.1  "CREDIT APPLICATION AND AGREEMENT" means a Credit Application and
Agreement executed by a Customer and any other agreement or documentation that
governs the terms and disclosures relating to a Receivable.

     1.2  "CREDIT MEMO" means a form reflecting a credit, other than a credit
arising from a payment, to a Customer's account with the Business.

     1.3  "CUSTOMER" means a debtor obligated on one or more Receivables which
arose from goods the Business sold or services it rendered to the Customer.

     1.4  "FACE AMOUNT" of a Receivable means on any date the outstanding
balance of such Receivable (after taking into account, without duplication, all
payments, returns, credits, or allowances of any nature at any time issued,
owing, granted or outstanding), plus any taxes imposed in connection with such
Receivable.

     1.5  "INVOICE" means an invoice or similar evidence (whether in written or
electronic form) of the terms of a non-cash sale of goods or provision of
services previously made by the Business to a Customer.

     1.6  "NET AMOUNT" of a Receivable means the Face Amount of a Receivable
less the Service Charge.

     1.7  "OBLIGATIONS" means all of the Business's obligations to the Bank,
whether pursuant to this Agreement, under any note, contract, guaranty,
accommodation or otherwise, however and whenever created, arising or evidenced,
whether direct or indirect, absolute or contingent, now or hereafter existing
or due.

     1.8  "RECEIVABLES" means all accounts, instruments, contract rights,
chattel paper, documents, and general intangibles arising from the Business's
sale of goods or rendering of services, and the proceeds thereof, and all
security and guaranties therefore, whether now existing or hereafter created,
that are accepted by the Bank for purchase hereunder in the Bank's sole and
absolute discretion.

     1.9  "REPURCHASE OBLIGATION" means the liability of the Business to the
Bank under this Agreement in an amount equal on any date to the Face Amount of
Receivables on that date, plus attorneys' fees (if incurred) and accrued and
unpaid finance charges related to such Receivables.

     1.10 "RESERVE" means funds of the Business used to provide for the funding
of the Business's Repurchase Obligation. "RESERVE ACCOUNT" means the deposit
account of the Business containing the Reserve established pursuant to Section
2.5 of this Agreement.
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     1.11 "SERVICE CHARGE" means a discount equal to (1.50%) of the Face Amount
of each Receivable the Business tenders to the Bank that is acquired by the
Bank. The Service Charge may be periodically reviewed and adjusted at the
Bank's discretion, based on activity levels, credit quality, and current
economic conditions. The Business acknowledges that the Service Charge is a
discount for value and in no event constitutes interest or a similar charge and
that the transactions contemplated under this Agreement are not transactions
for the use, forbearance or detention of money. The Service Charge has been
agreed upon by the parties as representing a reasonable and customary fair
market value discount.

SECTION 2: SALE; PURCHASE PRICE; BILLING; RESERVE

     2.1 ASSIGNMENT AND SALE. The Bank hereby purchases from the Business and
the Business hereby assigns and sells to the Bank as absolute owner, the
Business's entire interest in such of its currently outstanding Receivables as
are described on attached Exhibit 2.1, as well as its future Receivables
represented by Invoices it delivers to and are accepted by the Bank in its sole
absolute discretion; provided, however, that at no time shall the total
outstanding Face Amount of Receivables purchased by the Bank exceed
$1,500,000.00 unless agreed to by the Bank. The Business and the Bank agree
that: (a) the Business will submit to the Bank all Invoices representing
receivables arising from all sales of goods or provisions of services to
Customers for the Bank's determination of acceptability as Receivables; (b) the
transactions contemplated by this Agreement are account purchase transactions;
(c) the Receivables are being purchased by the Bank from the Business at a
discount; (d) the purchase and sale of the Receivables vests absolute right,
title and ownership of such Receivables, together with all incidents and
benefits thereof including servicing rights and rights to verify Receivables
with Customers, in the Bank; and (e) the Business has no right to reacquire,
redeem or otherwise obtain title to the Receivables or any proceeds thereof.
The Business further sells and assigns to the Bank all of the Business's rights
as an unpaid vendor, lienor, or lienholder, all of its related rights of
stoppage in transit, replevin and reclamation and rights against third parties
(all of which shall constitute part of the Receivables), and agrees to
cooperate with the Bank in its exercise of these rights. The Business and the
Bank agree to execute and deliver such further instruments, documents and
endorsements as may be necessary to effectuate the sales and purchases
contemplated hereby and the purposes of this Agreement.

     2.2 PURCHASE PRICE. The purchase price of the Receivables shall be equal to
the Net Amount thereof. The Net Amount less the Reserve associated with the
Receivables shall be credited to the Business's primary account with the Bank
on or before the next banking day after delivery to the Bank of acceptable
Invoices. The Business and the Bank have agreed upon the purchase price of
the Receivables and said price reasonably reflects their fair market value.

     2.3 DOCUMENTATION. The Business will provide the Bank with appropriate
Credit Applications and Agreements, Invoices, and Credit Memos (if applicable)
related to all sales and services creating Receivables of Customers, and such
other documents and proof of delivery of goods or rendering of services as the
Bank may reasonably require. As to the Receivables described on Exhibit 2.1, the
payment of the purchase price by the Bank as set forth in Section 2.2 hereof
shall be conclusive evidence of assignment and sale thereof, and, if the Bank
so requires, any Invoices the Business may thereafter send (if any) will clearly
indicate that the related Receivables have been assigned, sold, and are payable
to the Bank only.

     2.4 BILLING. The Bank will send a monthly statement to all Customers
itemizing their account activity during the preceding billing period, unless
otherwise agreed by the parties. All Customers will be instructed to make
payments to a post office box controlled by the Bank. All payments received
from or for the account of a Customer will be applied to the obligations of


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that Customer. Payment will be deemed made when received by the Bank. All
variations, modifications or extensions of indebtedness on Receivables sold to
the Bank hereunder will be made only by the Bank. Nothing in this Agreement
authorizes the Business to collect Receivables sold to the Bank hereunder, but
in the event the Business does, it will receive remittances in trust for the
Bank and will remit the same to the Bank no later than the next banking day.
The Business will pay to the Bank any finance charges incurred by a Customer
pursuant to the applicable Credit Application and Agreement or terms of sale
because of delay on the Business's part in delivering payments or Credit Memos
to the Bank.

     2.5  RESERVE. The Bank may retain a portion of the sums payable to the
Business as a Reserve, the amount of which the Bank may adjust from time to
time in its reasonable discretion, to provide for satisfaction of the
Business's Repurchase Obligation. The initial amount of the Reserve will be
equal to 10% of the Face Amount of all Receivables initially purchased by the
Bank up to 90 days old. Thereafter the Bank reserves the right to adjust the
amount of the reserve from time to time in its reasonable discretion. The
Reserve will be held in a separate, interest-bearing account for the benefit of
the Business.

SECTION 3: REPURCHASE OF RECEIVABLES; SECURITY INTEREST

     3.1  REQUIRED REPURCHASE. With respect to any Receivables initially
purchased by the Bank and shown on Exhibit 2.1, the Bank may require the
Business to repurchase all or any portion of such Receivables from any
particular Customer if any minimum payment due on one or more of such
Receivables remains unpaid following 90 days after its due date. With respect
to any Receivables purchased subsequent to the Bank's initial purchase
hereunder, the Bank may require the Business to repurchase all or any portion
of such Receivables from any particular Customer if any minimum payment due on
one or more of such Receivables remains unpaid following 90 days after its due
date. For purposes of this Agreement, the aging status of Receivables purchased
from the Business as shown on the aging report of Receivables produced or
generated by the Bank will be deemed conclusive (absent manifest error) in
determining which Receivables the Bank may require the Business to repurchase.
Regardless of when purchased, the Bank may require the Business to repurchase
all or any portion of such Receivables from any particular Customer if such
Customer is bankrupt or insolvent or if any dispute arises with a Customer
regarding such Receivables (including, without limitation, any alleged
deduction, defense, offset or counterclaim thereto). The Bank may require the
Business to repurchase any or all outstanding Receivables (a) upon a Default,
as defined in Section 8, or (b) upon the termination of this Agreement. Any
decision by the Bank to require repurchase of less than the maximum amount
permitted by this Agreement shall not be deemed a waiver of the Bank's rights
to require such repurchase to the maximum extent permitted in this Agreement.
     
     3.2  EFFECTING REPURCHASE. Should the Bank require repurchase of one or
more Receivables, the Business shall be liable to the Bank for payment of the
Repurchase Obligation with respect to such Receivables. Upon a Default or
termination under this Agreement, the Repurchase Obligation shall also include
the amount of all indemnities and other obligations of the Business arising
under this Agreement. Without notice to or demand on the Business, the Bank may
debit the amount of such Repurchase Obligation (and any amount necessary to
bring the Reserve to the level required by the Bank in its sole and reasonable
discretion) against the Business's Reserve Account or any other deposit
account of the Business with the Bank. In the event such accounts contain
insufficient funds for the Bank's debit or the Bank elects not to make such
debit, the Business agrees to pay any such deficiency or shortfall on demand.
The Bank shall have no undertaking with respect to the billing or collection
of Receivables so repurchased. After demand, if such Repurchase Obligation is 
not paid in full, and if permitted by applicable

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law, the Business authorizes any attorney-at-law to appear for the Business in
any court of record in the United States, and to confess judgment for such
amount as may appear to be unpaid thereon, together with any allowable fees for
collection of said judgment.

     3.3 SECURITY INTEREST. The Business hereby grants the Bank a security
interest in all of its present and future accounts, instruments, contract
rights, chattel paper, documents and general intangibles (in each case as
defined in the Uniform Commercial Code as in effect in the State whose law
governs this Agreement) and the proceeds thereof, and all returned,
repossessed, and reclaimed goods, and related books and records, to secure all
of the Business's Obligations, and agrees to execute appropriate UCC-1
financing and other related statements. In addition, the Business grants the
Bank a security interest in the Reserve and in the Reserve Account to secure
all of the Business's Obligations. The Business agrees to execute such
additional documents and take such further action as Bank deems necessary or
desirable in order to perfect the security interests granted herein and
otherwise to effectuate the purposes of the Agreement. In the event that the
Bank requires additional security for the Business's obligations under this
Agreement and the Business or other party executes additional security
agreements, pledge agreements, guaranties and documents of similar import
(collectively, the "Additional Security Documents"), terms used therein such
as, but not limited to, "loans," "indebtedness," "secured obligations," and
"obligations," shall be deemed to include the Repurchase Obligation as defined
herein, and notwithstanding the provisions of the Additional Security
Documents, the Repurchase Obligation secured thereby shall not constitute a
loan.

     ADDITIONAL SECURITY; Personal guaranty of Jennifer P. Barclay,
Subordination of Debt

SECTION 4: REPRESENTATIONS, WARRANTIES AND COVENANTS

     4.1 REPRESENTATIONS AND WARRANTIES. The Business represents and warrants
that: (a) it is fully authorized to enter into this Agreement and to perform
hereunder, and that this Agreement constitutes its legal, valid and binding
obligation; (b) the Business is solvent and in good standing in the State of
its organization; (c) it is not the present intent of the Business to seek
protection under any bankruptcy laws; (d) its Receivables are and that they
will be at the time of their creation, bona fide and existing obligations of
Customers of the Business arising out of its sales or services, free and clear
of all security interests, liens, and claims whatsoever of third parties; (e)
the documentation under which the Receivables are payable authorize the payee
thereof to charge, collect and receive interest at the rate provided in such
documentation; (f) all Receivables and all documents and practices related
thereto comply with all applicable federal and state laws; (g) the Receivables
will be paid by Customers prior to the date of required repurchase
or will be repurchased by the Business pursuant to Sections 3.1 and 3.2 hereof;
(h) the collateral in which a security interest is granted in Section 3.3
hereof or in any Additional Security Documents is not subject to any other
security interest, lien or encumbrance whatsoever (except in favor of the
Bank), and that the Business will not permit such collateral to become so
encumbered without the Bank's prior written consent; and (i) the Business's
inventory is not subject to any security interest, lien or encumbrance
whatsoever and that the Business will not permit its inventory to become so
encumbered without the Bank's prior written consent, (j) the Business warrants
that all invoices which will be submitted to the Bank for purchase will be
reviewed by the Business, and that they will have no known impediments to
collectability.

     4.2 COVENANTS. The Business covenants that (i) it will allow the Bank to
review and inspect during reasonable business hours, and the Business will
supply, financial information, financial records, and documentation on the
Business, any guarantors, or any Customer upon the Bank's request; (ii) the
Business will permit annual field audits, and will permit audits at any


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time the Bank, in its reasonable discretion and in good faith, deems the
prospect of the Business payment or performance of its obligations to be
impaired, (iii) with respect to each Receivable as it arises: (a) the Business
will have made delivery of the goods and/or will have rendered the services
represented by the Invoice, and the goods and/or services will have been
accepted; (b) the Business will have preserved and will continue to preserve
any liens and any rights to liens available by virtue of the sales and/or
services; (c) the Customer will not be the Business's affiliate; (d) the Bank's
copy of the Invoice will be genuine and will comply with this Agreement; (e)
the Business will have no knowledge of any dispute or potential dispute that
may impair the validity of the transaction or the Customer's obligation to pay
the related Receivable in accordance with its terms; (f) the Business will have
the right to render the services and/or to sell the goods creating the
Receivable, and will do so in accordance with all applicable laws; (g) the
Business will have paid or provided for the payment of all taxes arising from
the transaction creating the Receivable; and (h) the Receivable will not be
subject to any deduction, offset, defense, or counterclaim; (iv) the
transactions contemplated in Section 2.1 hereof are account purchase
transactions, the Business will reflect such transactions in its accounting
books and records as absolute sales of Receivables to the Bank, and the
Business will reimburse and indemnify the Bank for all loss, damage and
expenses, including reasonable attorneys' fees, incurred in defending such
transactions as absolute sales of Receivables, or as a result of the
recharacterization of such transactions; and (v) in the event of the
commencement of any proceeding under any bankruptcy or insolvency laws by or
against the Business, the Business will not oppose or object to any motion by
the Bank seeking relief from the automatic stay provisions of such laws with
respect to the Reserve or the Reserve Account or to any motion by the Bank with
respect to the Receivables.

     4.3  NEGATIVE COVENANTS. So long as the obligations of the Business to the
Bank remain unpaid, the Business agrees that, without the Bank's prior written
consent, 1) The Business will not incur, create, assume or permit to exist any
indebtedness or liability on account of deposits or advances or any indebtedness
for or liability evidenced by notes, bonds, debentures or similar obligations,
except: (a) indebtedness arising hereunder; and (b) indebtedness of the Business
in existence on the date hereof and listed in schedule 4.3 attached hereto. 2)
The Business will not assume, guarantee, endorse or otherwise become directly or
contingently liable in connection with any obligations of any other Person,
except,; (a) the endorsement of negotiable instruments by the business for
deposit or collection or similar transactions in the ordinary course of
business; and (b) guaranties, endorsements and other direct or contingent
liabilities in connection with the obligations of other Persons, in existence on
the date hereof and listed in Schedule 4.3 attached hereto.

SECTION 5: FORMS AND PROCEDURES: RESPONSIBILITY FOR USE

     5.1 FORMS AND PROCEDURES; The Business will use only forms, agreements, and
advertising materials supplied or approved by the Bank in connection with the
Receivables and will follow all procedures that are satisfactory to the Bank in
connection with the use of such forms, agreements, and advertising materials.

     5.2 RESPONSIBILITY. The Business will be solely responsible for the
adequacy, completeness and accuracy of the raw data relating to the Receivables,
its preparation in the form required and its transmission to the Bank, and will
indemnify and hold the Bank, its contractors, and their respective agents and
employees harmless from (and pay all reasonable attorneys' fees with respect to)
any claim or liability sustained by virtue of acting in reliance upon data
furnished by the Business. The Business understands that the form of credit
application and agreement and other documentation the Bank supplies to the
Business should be reviewed by the Business's




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counsel as the Bank makes no representation or warranty as to their
enforceability in the Business's state or their compliance with applicable
federal and state laws. The Bank and the Business agree that the Bank is the
owner of all Receivables purchased by the Bank hereunder, and that all
activities of the Bank in connection with the collection of Receivables,
generation of information, and processing of data, is for the account of the
Bank's own affairs; and that the information generated in connection therewith
is the property of the Bank. The Business will indemnify and hold the Bank, its
contractors, and their respective agents and employees harmless from (and pay
all reasonable attorneys' fees with respect to) any loss or claim involving
breach of warranty or representation by the Business and from any loss or claim
by any Customer relating to goods and/or services (or the manner or type of
their sale or provision) giving rise to Receivables purchased by the Bank
hereunder.

SECTION 6: POWER OF ATTORNEY

     The Business appoints the Bank as its attorney-in-fact to receive, open,
and dispose of all mail addressed to the Business pertaining to Receivables; to
endorse the Business's name upon any notes, acceptances, checks, drafts, money
orders, and other evidences of payment of Receivables that may come into the
Bank's possession, and to deposit or otherwise collect the same; and to do all
other acts and things necessary to carry out the terms of this Agreement. This
power, being coupled with an interest, is irrevocable while any Receivable
owned by the Bank shall remain unpaid.

SECTION 7: APPLICABLE LAW

     This Agreement shall be governed by, construed and enforced according to
the laws of the State of New Jersey.

SECTION 8: DEFAULT

     8.1  Events of Default.  The following events will constitute a default (a
"Default") under the terms of this Agreement: (a) the Business fails to pay the
Repurchase Obligation or any other payment obligation of the Business under
this Agreement on demand or the Business fails to pay any indebtedness of the
Business owed to the Bank pursuant to its terms; (b) the Business breaches the
representations set forth in Section 4.1(d) or fails to turn over remittances
on Receivables to the Bank in accordance with Section 2.4 hereof; (c) except
for the obligations described in Sections 8.1(a), and 8.1(b) hereof, the
Business fails to perform any obligation, covenant or liability in connection
with this Agreement within ten (10) days after the date that written notice
thereof is given to the Business; (d) any warranty, representation or statement
whenever made by the Business in connection with this Agreement proves to be
false in any material respect when made, or the Business fails to disclose to
the Bank that any such warranty, representation or statement has become untrue
in any material respect; (e) dissolution or termination of the Business if the
Business is a corporation, partnership, or other entity, or if the Business is
an individual, the death of such individual; (f) the Business's insolvency; (g)
the assignment for the general benefit of the Business's creditors, the
appointment of a receiver or trustee for its assets, the commencement of any
proceeding under any bankruptcy or insolvency laws by or against the Business
or any proceeding for the dissolution or liquidation, settlement of claims
against or winding up of its affairs; (h) the termination or withdrawal of any
guaranty for the Business's Obligations; (i) the Business fails to pay when due
any tax imposed on it or any tax lien is filed against the Business or any of
its assets; (j) any judgment against the Business


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remains unpaid, unstayed on appeal, undischarged, unbonded or undismissed for a
period of thirty (30) days; (k) the Business discontinues its business as a
going concern; or (l) the Bank in good faith deems the prospect of the
Business's payment or performance of its Obligations to have been impaired.

     8.2  EFFECT OF DEFAULT.  Upon the occurrence of any Default, in addition
to any rights the Bank has under this Agreement or applicable law, the Bank may
immediately terminate this Agreement, at which time all Obligations the
Business owes to the Bank will immediately become due and payable without
notice, and the Bank's obligations to the Business hereunder will cease. After
the occurrence of a Default, the Bank will have the right to withhold any
further payments to the Business, and none of the Bank's rights or collateral
will be adversely affected thereby.

SECTION 9:  NON-LIABILITY OF BANK; RELEASE

     Except for a breach by the Bank of this Agreement, the Business hereby
releases, discharges, and acquits the Bank, its officers, directors, employees,
participants, successors and assigns from any and all claims, demands, losses,
and liability of any nature which the Business ever had, now or hereafter can,
shall or may have in connection with or arising out of the transactions
contemplated herein or the documentation hereof. In addition to the provisions
of this Section and Section 5.2, the Bank shall not be liable for any indirect,
special or consequential damages, such as loss of anticipated revenues or other
economic loss in connection with or arising out of any default in performance
hereunder or other matter arising herefrom. Nor shall the Bank be liable for
any errors of judgment or mistake of fact when acting as the Business's
attorney-in-fact pursuant to Section 6, or liable for delay in the performance
of the Bank's duties caused by strike, lawsuit, riot, civil disturbance, fire,
shortage of supplies or materials, or any other cause reasonably beyond the
Bank's control.

SECTION 10:  EFFECTIVE DATE; TERMINATION; BINDING EFFECT

     This Agreement will be effective when accepted by the Bank, and will
continue in full force and effect until the earlier of: (a) one year after the
effective date of this Agreement; or (b) immediately upon written notice of
termination given by one party to the other (in each case subject to immediate
termination without notice upon a Default); Upon termination of this Agreement,
the Business will pay all of its Obligations to the Bank; and in any event the
Business will remain liable to the Bank for any deficiency remaining after
liquidation of any collateral; and the Bank may withhold any payment to the
Business unless supplied with an indemnity satisfactory to the Bank. This
Agreement shall bind the Business and the Business's heirs, executors,
successors and assigns and shall inure to the benefit of the Bank and the
Bank's successors and assigns. The Business agrees that the Bank may delegate
its duties hereunder, but that the Business may not do so without the Bank's
prior written consent.

SECTION 11:  ATTORNEY'S FEES; PAST-DUE OBLIGATIONS; WAIVER; SEVERABILITY;
HEADINGS; ENTIRE AND CONTROLLING AGREEMENT; NOTICES; COUNTERPARTS

     The Business will pay all reasonable expenses incurred by the Bank in
connection with the execution of this Agreement, including expenses incurred in
connection with the filing of financing statements, continuation statements and
record searches. All past-due obligations of the Business arising under this
Agreement shall bear interest at the maximum nonusurious rate 

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permitted under applicable state or federal law. The Business hereby waives
grace, demand (other than demand pursuant to Section 3.2 hereof), presentment
for payment, notice of dishonor or default, notice of intent to accelerate,
notice of acceleration, protest and notice of protest and diligence in
collecting and bringing of suit against the Business. Upon liquidation of any
collateral, settlement or prosecution of a dispute with any Customer, or
enforcement of any obligation of the Business hereunder, the Business will pay
to the Bank, and the Bank may charge to the Business's account, all costs and
expenses incurred, including reasonable attorneys' fees, and such costs,
expenses and fees shall constitute part of the Business's Obligations. No delay
or failure on the Bank's part in exercising any right, privilege, or option
hereunder shall operate as a waiver of such or of any other right, privilege, or
option, and no waiver, amendment or modification of any provision of this
Agreement shall be valid unless in writing signed by the Bank, and then only to
the extent therein stated. Should any provision of this Agreement be prohibited
by or invalid under applicable law, the validity of the remaining provisions
shall not be affected. The headings herein are for convenience only, and shall
not define or limit the scope, extent, meaning or intent of this Agreement. This
Agreement embodies the Business's entire agreement as to its affiliation with
the Bank's Business/Manager program, although the Business anticipates that the
Bank will subsequently outline certain depository and other bank procedures. In
the event of any inconsistency between this Agreement and any other agreement
signed by the Business and the Bank in connection with this Agreement, including
without limitation, any Additional Security Documents, the terms and provisions
of this Agreement shall control and the terms and provisions of any such other
document shall be ineffective to the extent of any such inconsistency. Any
notice, request or demand to be given hereunder will be deemed to be given when
deposited with a delivery service addressed to, or sent by registered or
certified mail to, the address of the recipient listed at the beginning of this
Agreement. This Agreement may be executed in multiple counterparts, which when
taken together shall constitute one and the same Agreement.

SECTION 12: SPECIAL STIPULATIONS

_______________________________________________________________________________

_______________________________________________________________________________

_______________________________________________________________________________

_______________________________________________________________________________
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THE UNDERSIGNED ACKNOWLEDGES THAT THIS AGREEMENT CONTAINS A RELEASE OF CLAIMS
AND WAIVERS OF CERTAIN RIGHTS, AND THAT THIS AGREEMENT HAS BEEN FULLY
UNDERSTOOD PRIOR TO EXECUTION.

BUSINESS: Blue Fish Clothing, Inc.


    By: /s/ Marc Wallach - President
    --------------------------------
    Marc Wallach, President


GUARANTOR:


    /s/ Jennifer P. Barclay
    --------------------------------
    Jennifer P. Barclay, Individual


ACCEPTANCE:

This Agreement is accepted this 12th day of March, 1998.

    BANK: Carnegie Bank, N.A.

    By: /s/ Eileen C. Wolfe      
        ---------------------------- 

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


(c) Copyright 1996 by Private Business, Inc. All Rights Reserved.
Business/Manager(R) is a registered trademark of Private Business, Inc.



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