PROMISSORY NOTE

|----------------------------------------------------------------------|
|Principal|Loan |Maturity|Loan No.|Call|Colla-|Account|Officer|Initials|
|         |Date |        |        |    |teral |       |       |        |
|$800,000.|06-25|06-25   |0500006024|  |      |       |EW     |        |
|         |-1997|-2002   |        |    |      |       |       |        |
|----------------------------------------------------------------------|
|References in the shaded area are for Lender's use only and do not    |
|limit the applicability of this document to any particular loan or    |
|item.                                                                 |
|----------------------------------------------------------------------|

Borrower:  Blue Fish Clothing, Inc.    Lender:   CARNEGIE BANK, N.A.
           3 Sixth Street                        FLEMINGTON BRANCH
           Frenchtown, NJ  08825                 619 ALEXANDER ROAD
                                                 PRINCETON, NJ   08540
======================================================================


Principal Amount:  $800,000.00            Date of Note:  June 25, 1997

PROMISE TO PAY.  Blue Fish Clothing, Inc. ("Borrower") promises to pay to 
CARNEGIE BANK, N.A. ("Lender"), or order, in lawful money of the United 
States of America, the principal amount of Eight Hundred Thousand & 00/100 
Dollars ($800,000.00), together with interest on the unpaid principal 
balance from June 25, 1997, until paid in full, together with all 
applicable fees and expenses.

PAYMENT.  Subject to any payment changes resulting from changes in the 
Index, Borrower will pay this loan in accordance with the following payment 
schedule:

            12 consecutive monthly interest payments, beginning July 25, 1997, 
   	with interest calculated on the unpaid principal balances at an 
   	interest rate of 2.000 percentage points over the Index described 
   	below; 1 principal payment of $50,000.00 on June 25, 1998, with 
   	interest calculated on the unpaid principal balances at an interest 
   	rate of 2.000 percentage points over the Index described below; 12 
   	consecutive monthly interest payments, beginning July 25, 1998, with 
   	interest calculated on the unpaid principal balances at an interest 
   	rate of 2.000 percentage points over the Index described below; 1 
   	principal payment of $50,000.00 on June 25, 1999, with interest 
   	calculated on the unpaid principal balances at an interest rate of 
   	2.000 percentage points over the Index described below; 12 consecutive 
   	monthly interest payments, beginning July 25, 1999, with interest 
   	calculated on the unpaid principal balances at an interest rate of 
   	2.000 percentage points over the Index described below; 1 principal 
   	payment of $50,000.00 on June 25, 2000, with interest calculated on 
   	the unpaid principal balances at an interest rate of 2.000 percentage 
   	points over the Index described below; 12 consecutive monthly interest 
   	payments, beginning July 25, 2000, with interest calculated on the 
   	unpaid principal balances at an interest rate of 2.000 percentage 
   	points over the Index described below; 1 principal payment of 
   	$50,000.00 on June 25, 2001, with interest calculated on the unpaid 
   	principal balances at an interest rate of 2.000 percentage points over 
   	the Index described below; 12 consecutive monthly interest payments, 
   	beginning July 25, 2001 with interest calculated on the unpaid 
   	principal balances at an interest rate of 2.000 percentage points over 
   	the Index described below; and 1 principal payment of $600,000.00 on 
   	June 25, 2002, with interest calculated on the unpaid principal 
   	balances at an interest rate of 2.000 percentage points over the Index 
   	described below.  This estimated final payment is based on the 
   	assumption that all payments will be made exactly as scheduled and	that 
        the Index does not change; the actual final payment will be for 
   	all principal and accrued interest not yet paid, together with any 
   	other unpaid amounts under this Note.

Interest on this Note is computed on a 365/360 simple interest basis; that 
is, by applying the ratio of the annual interest rate over a year of 360 
days, multiplied by the outstanding principal balance, multiplied by the 
actual number of days the principal balance is outstanding.  Borrower will 
pay Lender at Lender's address shown above or at such other place as Lender 
may designate in writing.  Unless otherwise agreed or required by 
applicable law, payments will be applied first to accrued unpaid interest, 
then to principal, and any remaining amount to any unpaid collection costs 
and late charges.

VARIABLE INTEREST RATE.  The interest rate on this Note is subject to 
change from time to time based on changes in an index which is the CARNEGIE 
BANK 1 YR CD YIELD (the "Index").  ONE(1) YEAR CERTIFICATE OF DEPOSIT 
YIELD.  Lender will tell Borrower the current Index rate upon Borrower's 
request.  Borrower understands that Lender may make loans based on other 
rates as well.  The interest rate change will not occur more often than 
ANNUALLY.  The Index currently is 5.900% per annum.  The interest rate or 
rates to be applied to the unpaid principal balance of this Note will be 
the rate or rates set forth above in the "Payment" section.  NOTICE:  -
Under no circumstances will the interest rate on this Note be more than the 
maximum rate allowed by applicable law.  Notwithstanding the above 
provisions, the maximum increase or decrease in the interest rate at any 
one time on this loan will not exceed 2.000 percentage points.  Whenever 
increases occur in the interest rate, Lender, at its option, may do one or 
more of the following:  (a) increase Borrower's payments to ensure 
Borrower's loan will pay off its original final maturity date, (b) increase 
Borrower's payments to cover accruing interest, (c) increase the number of 
Borrower's payments, and (d) continue Borrower's payments at the same 
amount and increase Borrower's final payment.

PREPAYMENT.  Borrower may pay all or a portion of the amount owed earlier 
than it is due.  Early payments will not, unless agreed to by Lender in 
writing, relieve Borrower of Borrower's obligation to continue to make 
payments under the payment schedule.  Rather, they will reduce the 
principal balance due and may result in Borrower making fewer payments.

LATE CHARGE.  If a payment is 15 days or more late, Borrower will be 
charged 5.000% of the unpaid portion of the regularly scheduled payment.  
This late charge shall be paid to Lender by Borrower for the purpose of 
defraying the expense incident to the handling of the delinquent payment.

DEFAULT.  Borrower will be in default if any of the following happens:  (a) 
Borrower fails to make any payment when due.  (b) Borrower breaks any 
promise Borrower has made to Lender, or Borrower fails to comply with or to 
perform when due any other term, obligation, covenant, or condition 
contained in this Note or any agreement related to this Note, or in any 
other agreement or loan Borrower has with Lender.  (c) Borrower defaults 
under any loan, extension of credit, security agreement, purchase or sales 
agreement, or any other agreement, in favor of any other creditor or person 
that  may materially affect any of  Borrower's property of Borrower's 
ability to repay this Note or perform Borrower's obligations under this 
Note or any of the  Related Documents.  (d) Any representation or statement 
made or furnished to Lender by Borrower or on Borrower's behalf is false or 
misleading in any  material respect either now or at the time made or 
furnished.  (e) Borrower becomes insolvent, a receiver is appointed for any 
part of Borrower's property, Borrower makes an assignment for the benefit 
of creditors, or any proceeding is commenced either by Borrower or against 
Borrower under any bankruptcy or insolvency laws.  (f) Any creditor tries 
to take any of Borrower's property on or in which Lender has a lien or 
security interest.  This  includes a garnishment of or levy on any of 
Borrower's accounts with Lender.  (g) Any guarantor dies or any of the 
other events described in this default section occurs with respect to any 
guarantor of this Note.  (h) A material adverse change occurs in Borrower's 
financial condition, or Lender believes the prospect of payment or 
performance of the Indebtedness is impaired.

If any default, other than a default in payment, is curable and if Borrower 
has not been given a notice of breach of the same provisions of this Note 
within the preceding twelve (12) months, it may be cured (and no event of 
default will have occurred) if Borrower, after receiving written notice 
from Lender demanding cure of such default; (a) cures the default within 
fifteen (15) days; or (b) if the cure requires more than fifteen (15) days, 
immediately initiates steps which Lender deems in Lender's sole discretion 
to be sufficient to cure the default and thereafter continues and completes 
all reasonable and necessary steps sufficient to produce compliance as soon 
as reasonably practical.

LENDER'S RIGHTS.  Upon default, Lender may declare the entire unpaid 
principal balance on this Note and all accrued unpaid interest immediately 
due, without notice, and then Borrower will pay that amount. Lender may 
hire or pay someone else to help collect this Note if Borrower does not 
pay.  Borrower also will pay Lender that amount.  This includes, subject to 
any limits under applicable law, Lender's attorneys' fees and Lender's 
legal expenses whether or not there is a lawsuit, including attorneys' fees 
and legal expenses for bankruptcy proceedings (including efforts to modify 
or vacate any automatic stay or injunction) appeals, and any anticipated 
post-judgment collection services.  If not prohibited by applicable law, 
Borrower also will pay any court costs, in addition to all other sums 
provided by law.  This Note has been delivered to Lender and accepted by 
Lender in the State of New Jersey.  If there is a lawsuit, Borrower agrees 
upon Lender's request to submit to the jurisdiction of the courts of 
HUNTERDON County, the State of New Jersey.  This Note shall be governed by 
and construed in accordance with the laws of the State of New Jersey.

RIGHT OF SETOFF.  Borrower grants to Lender a contractual possessory 
security interest in, and hereby assigns, conveys, delivers, pledges, and 
transfers to Lender all Borrower's right, title and interest in and to, 
Borrower's accounts with Lender (whether checking, savings, or some other 
account), including without limitation all accounts held jointly with 
someone else and all accounts Borrower may open in the future, excluding 
however all IRA and Keogh accounts, and all trust accounts for which the 
grant of a security interest would be prohibited by law.  Borrower 
authorizes Lender, to the extent permitted by applicable law, to charge or 
setoff all sums owing on this Note against any and all such accounts.

COLLATERAL.  This Note is secured by Carnegie Bank Certificate of Deposit 
#100019396.

DEFAULT INTEREST RATE.  In the event of default, including failure to pay 
upon final maturity, Lender at its option, if permitted by applicable law, 
may increase the interest rate on the Loan, for a period beginning thirty (30) 
days after written notice of such default and ending upon the curing of 
said noticed default, one half of one percent (.50%) for the first thirty 
(30) days of said default and increase an additional one half of one 
percent (.50%) during each thirty (30) day period thereafter during which 
the noticed default continues.  Such default interest rates shall apply to 
the outstanding principal balance of the loan.  Upon curing of the noticed 
default, the interest rate on the Loan shall revert to the initially 
agreed-upon interest rate effective on the date on which the default is 
cured.

REQUEST FOR FINANCIALS.  Borrower and Guarantor(s) agree to provide signed 
financial statements and tax returns on an annual basis.  Failure to 
provide updated financial statements and tax returns shall be considered as 
a default of the Note.

GENERAL PROVISIONS.  Lender may delay or forgo enforcing any of its rights 
or remedies under this Note without losing them.  Borrower and any other 
person who signs, guarantees or endorses this Note, to the extent allowed 
by law, waive presentment, demand for payment, protest and notice of 
dishonor.  Upon any change in the terms of this Note, and unless otherwise 
expressly stated in writing, no party who signs this Note, whether as 
maker, guarantor, accommodation maker or endorser, shall be released from 
liability.  All such parties agree that lender may renew or extend 
(repeatedly and for any length of time) this loan, or release any party or 
guarantor or collateral; or impair, fail to realize upon or perfect 
Lender's security interest in the collateral; and take any other action 
deemed necessary by Lender without the consent of or notice to anyone.  All 
such parties also agree that Lender may modify this loan without the 
consent of or notice to anyone other than the party with whom the 
modification is made.

PRIOR TO SIGNING THIS NOTE, BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS 
OF THIS NOTE, INCLUDING THE VARIABLE INTEREST RATE PROVISIONS.  BORROWER 
AGREES TO THE TERMS OF THE NOTE AND ACKNOWLEDGES RECEIPT OF A COMPLETED 
COPY OF THE NOTE.

BORROWER:

Blue Fish Clothing, Inc.


By:_____________________________
   Jennifer P. Barclay, Chairman


ATTEST:

                                        (Corporate Seal)
________________________________
Secretary or Assistant Secretary


LENDER:

CARNEGIE BANK, N.A.


By:_____________________________
   Authorized Officer