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                                                                 EXHIBIT 10.43


                 ASSIGNMENT AND ASSUMPTION OF AGREEMENT OF SALE


         ASSIGNMENT AND ASSUMPTION OF AGREEMENT OF SALE, dated as the 25th day
of June, 1998, (this "Agreement") by and between BLUE FISH CLOTHING, INC., a
Pennsylvania corporation with a mailing address of 3 Sixth Street, Frenchtown,
New Jersey 08825 ("Assignor"), and DAVID BARCLAY, an individual with a mailing
address of 29 N. Sugan Rd., P.O. Box 232, Solebury, PA 18963 ("Assignee").

         For and in consideration of mutual agreements and covenants contained
herein, and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, Assignor does hereby assign, set over and
transfer unto Assignee, effective from and after this day, all of its rights,
title and interest in and to that certain Agreement of Sale, dated April 16,
1998, between Assignor, as Purchaser, and Richard D. Krause and William P.
Krause, as Seller (collectively, the "Seller") relating to the purchase and sale
of that certain real property together with the building and improvements
commonly known as 3 Sixth Street, Frenchtown, New Jersey (the "Premises")
pursuant to the terms and conditions set forth therein (the "Agreement"). A true
and complete copy of the Agreement is attached to this Assignment.

         Assignor warrants and represents to Assignee that as of the date hereof
(i) the Agreement is the only written agreement between Assignor and the Seller
regarding the Premises; (ii) there is no assignment, mortgage or pledge of, or
other encumbrance upon, Assignor's interest in or under the Agreement; (iii) the
Agreement is unmodified and is valid, in full force and effect, and Assignor has
received no written notice or written claim of default by Assignor thereunder;
(iv) all amounts due and payable to the Seller under the Agreement as a Deposit
(as such term is defined therein) as of the date hereof have been paid in full;
and (v) to Assignor's knowledge, the Seller is not in default of any of its
obligations under the Agreement.

         Assignor hereby covenants and agrees to indemnify and hold Assignee
harmless from and against all costs, expenses, claims and losses, including,
without limitation, reasonable attorneys' fees arising out of or in connection
with (i) any default in Assignor's performance of its obligations under the
Agreement, which default occurred prior to the date hereof; and (ii) any
material breach, as of the date hereof, of any warranty or representation by
Assignor herein; provided, however, that Assignor shall have received written
notice of any such default from Assignee, and Assignee shall have given Assignor
reasonable cooperation, information and assistance in connection with, and
Assignor shall have sole control and authority with respect to the defense,
settlement or compromise of any action, suit or proceeding arising therefrom.


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         Assignee hereby acknowledges receipt of a copy of the Agreement.
Assignee hereby assumes and agrees to perform all of Assignor's obligations
under the Agreement from and after the date hereof. Assignee further agrees to
indemnify and hold harmless Assignor from and against all costs, expenses,
claims and losses, including, without limitation, reasonable attorneys' fees,
arising out of or in connection with any default in the performance of
Assignee's obligations under the Agreement, which default occurs or arises out
of the acts or failure to act of Assignee from and after the date hereof.

         ASSIGNOR,  ASSIGNEE  and SELLER also agree that the  Agreement  of Sale
dated April 16, 1998 between Assignor and Seller is hereby amended as follows:

         1. The Deposit of $37,500 previously made by Assignor to Escrow Agent
shall be immediately released by Escrow Agent to Seller and credited against the
Purchase Price. Seller shall be entitled to retain the Deposit provided,
however, that the Deposit shall be refunded by Seller only in the event that (1)
Seller fails to deliver good title to the Premises and (2) Assignee was ready,
willing and able to perform the purchase of the Premises at the Closing as it
may be extended.

         2. On or before July 1, 1998, Assignee shall pay to Seller as an
additional deposit the sum of $10,000 and the Closing Date shall thereupon be
extended to July 31, 1998.

         3. On or  before  August  1,  1998,  Assignee  shall pay to Seller as a
further  additional  deposit  the sum of  $10,000  and the  Closing  Date  shall
thereupon be extended to August 31, 1998.

         4. On or before September 1, 1998, Assignee shall pay to Seller as a
second further deposit the sum of $10,000 and the Closing Date shall thereupon
be extended to September 30, 1998.

         5. Assignee shall use his best efforts to close on the Premises as soon
as reasonably practicable.

         6. Assignor, Assignee and Seller agree that on the first day of each
month commencing July 1, 1998 Assignor shall pay Seller an additional $2,000 per
month additional rent which Seller is authorized to withdraw out of the security
deposit from Assignor presently held by Seller.

         This Agreement shall be governed by the laws of the State of New Jersey

         This Agreement shall be binding upon and inure to the benefit of the
parties hereto and their respective heirs, devisees, legal representatives,
successors and assigns.

         Time is of the essence for this Agreement.


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         IN WITNESS WHEREOF, the parties hereto have executed this instrument
under seal as of the day and year first above written.


                                                     ASSIGNOR:

                                                     BLUE FISH CLOTHING, INC.


                                                     By: /s/ Jeff Haims
                                                     -------------------     
                                                     Name:   Jeff Haims
                                                     Title:  CEO


                                                     ASSIGNEE:


                                                     By:  /s/ David Barclay
                                                     ----------------------
                                                              David Barclay


ACKNOWLEDGED AND AGREED TO
BY SELLER:


/s/ Richard D. Krause
---------------------
    Richard D. Krause


/s/ W.P. Krause
---------------
    William P. Krause


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