ASSIGNMENT OF DEPOSIT ACCOUNT

|----------------------------------------------------------------------|
|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
======================================================================


INDEX.  The following index is for convenience purposes only and is not to 
be used to interpret or to define any provisions of this Assignment of 
Deposit Account.

     1.  ASSIGNMENT
     2.  DEFINITIONS
     3.  GRANTOR'S REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE
         COLLATERAL
     4.  LENDER'S RIGHTS AND OBLIGATIONS WITH RESPECT TO THE COLLATERAL
     5.  EXPENDITURES BY LENDER
     6.  LIMITATIONS ON OBLIGATIONS OF LENDER
     7.  EVENTS OF DEFAULT
     8.  RIGHTS AND REMEDIES ON DEFAULT
     9.  MISCELLANEOUS PROVISIONS

THIS ASSIGNMENT OF DEPOSIT ACCOUNT is entered into between Blue Fish 
Clothing, Inc. (referred to below as "Grantor"); and CARNEGIE BANK, N.A. 
(referred to below as "Lender").

1.   ASSIGNMENT.  For valuable consideration, Grantor assigns and grants to 
Lender a security interest in the Collateral, including without limitation 
the deposit accounts described below, to secure the Indebtedness and agrees 
that Lender shall have the rights stated in this Agreement with respect to 
the Collateral, in addition to all other rights which Lender may have by 
law.

2.   DEFINITIONS.  The following words shall have the following meanings 
when used in this Agreement.  Terms not otherwise defined in this Agreement 
shall have the meanings attributed to such terms in the Uniform Commercial 
Code.  All references to dollar amounts shall mean amounts in lawful money 
of the United States of America.

   Account.  The word "Account" means the deposit account described below 
   in the definition for "Collateral."

   Agreement.  The word "Agreement" means this Assignment of Deposit 
   Account, as this Assignment of Deposit Account may be amended or 
   modified from time to time, together with all exhibits and schedules 
   attached to this Assignment of Deposit Account from time to time.

   Collateral.  The word "Collateral" means the following described 
   deposit account:

   Carnegie Bank Certificate of Deposit # 100019396 issued by Lender in 
   an amount not less than $842,000.00.

   together with (a) all interest, whether now accrued or hereafter 
   accruing; (b) all additional deposits hereafter made to the Account; 
   (c) any and all proceeds from the Account; and (d) all renewals, 
   replacements and substitutions for any of the foregoing.

   In addition, the word "Collateral" includes all property of Grantor 
   (however owned if owned by more than one person), in the possession of 
   Lender (or in the possession of a third party subject to the control 
   of Lender), whether existing now or later and whether tangible or 
   intangible in character, including without limitation each and all of 
   the following:

      (a) All property to which Lender acquires title or documents of 
      title.

      (b) All property assigned to Lender.

      (c) All promissory notes, bills of exchange, stock certificates, 
      bonds, savings passbooks, time certificate of deposit, insurance 
      policies, and all other instruments and evidences of an obligation.

      (d) All records relating to any of the property described in this 
      Collateral section, whether in the form of writing, microfilm, 
      microfiche, or electronic media.

   Event of Default.  The words "Event of Default" mean and include 
   without limitation any of the Events of Default set forth below in the 
   section titled "Events of Default."

   Grantor.  The word "Grantor" means Blue Fish Clothing, Inc., its 
   successors and assigns.

   Guarantor.  The word "Guarantor" means and includes without limitation 
   each and all of the guarantors, sureties, and accommodation parties in 
   connection with the Indebtedness.

   Indebtedness.  The word "Indebtedness" means the indebtedness 
   evidenced by the Note, including all principal and interest, together 
   with all other indebtedness and costs and expenses for which Grantor 
   is responsible under this Agreement or under any of the Related 
   Documents.  In addition, the word "Indebtedness" includes all other 
   obligations, debts and liabilities, plus interest hereon, of Grantor, 
   or any one or more of them, to Lender, as well as all claims by Lender 
   against Grantor, or any one or more of them, whether existing now or 
   later; whether they are voluntary or involuntary, due or not due, 
   direct or indirect, absolute or contingent, liquidated or 
   unliquidated; whether Grantor may be liable individually or jointly 
   with others; whether Grantor may be obligated as guarantor, surety, 
   accommodation party or otherwise; whether recovery upon such 
   indebtedness may be or hereafter may become barred by any statute of 
   limitations; and whether such indebtedness may be or hereafter may 
   become otherwise unenforceable.

   Lender.  The word "Lender" means CARNEGIE BANK, N.A., its successors 
   and assigns.

   Note.  The word "Note" means the note or credit agreement dated June 
   25, 1997, in the principal amount of $800,000.00 from Blue Fish 
   Clothing, Inc. to Lender, together with all renewals of, extensions 
   of, modifications of, refinancings of, consolidations of and 
   substitutions for the note or credit agreement.

   Related Documents.  The words "Related Documents" mean and include 
   without limitation all promissory notes, credit agreements, loan 
   agreements, environmental agreements, guaranties, security agreements, 
   mortgages, deeds of trust, and all other instruments, agreements and 
   documents, whether now or hereafter existing, executed in connection 
   with the indebtedness.

3.   GRANTOR'S REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE 
COLLATERAL.  With respect to the Collateral, Grantor represents and 
warrants to Lender that:

   Ownership.  Grantor is the lawful owner of the Collateral free and 
   clear of all loans, liens, encumbrances, and claims except as 
   disclosed to and accepted by Lender in writing.

   Right to Grant Security Interest.  Grantor has the full right, power, 
   and authority to enter into this Agreement and to assign the 
   Collateral to Lender.

   No Further Transfer.  Grantor will not sell, assign, encumber, or 
   otherwise dispose of any of Grantor's rights in the Collateral except 
   as provided in this Agreement.

   No Defaults.  There are no defaults relating to the Collateral, and 
   there are no offsets or counterclaims to the same.  Grantor will 
   strictly and promptly do everything required of Grantor under the 
   terms, conditions, promises, and agreements contained in or relating 
   to the Collateral.

   Proceeds.  Any and all replacement or renewal certificates, 
   instruments, or other benefits or proceeds related to the Collateral 
   that are received by Grantor shall be held by Grantor in trust for 
   Lender and immediately shall be delivered by Grantor to Lender to be 
   held as part of the Collateral.

4.   LENDER'S RIGHTS AND OBLIGATIONS WITH RESPECT TO THE COLLATERAL.  While 
this Agreement is in effect, Lender may retain the rights to possession of 
the Collateral, together with any and all evidence of the Collateral, such 
as certificates or passbooks.  This Agreement will remain in effect until 
(a) there no longer is any Indebtedness owing to Lender; (b) all other 
obligations secured by this Agreement have been fulfilled; and (c) Grantor, 
in writing, has requested from Lender a release of this Agreement.

5.   EXPENDITURES BY LENDER.  If not discharged or paid when due, Lender 
may (but shall not be obligated to) discharge or pay any amounts required 
to be discharged or paid by Grantor under this Agreement, including without 
limitation all taxes, liens, security interests, encumbrances, and other 
claims, at any time levied or placed on the Collateral.  Lender also may 
(but shall not be obligated to) pay all costs for insuring, maintaining and 
preserving the Collateral.  All such expenditures incurred or paid by 
Lender for such purposes will then bear interest at the rate charged under 
the Note preserving the Collateral.  All such expenditures incurred or paid 
by Lender for such purposes will then bear interest at the rate charged 
under the Note from the date incurred or paid by Lender to the date of 
repayment by Grantor.  All such expenses shall become a part of the 
Indebtedness and, at Lender's option, will (a) be payable on demand, (b) be 
added to the balance of the Note and be apportioned among and be payable 
with any installment payments to become due during either (i) the term of 
any applicable insurance policy or (ii) the remaining term of the Note, or 
(c) be treated as a balloon payment which will be due and payable at the 
Note's maturity.  This Agreement also will secure payment of these amounts. 
Such right shall be in addition to all other rights and remedies to which 
Lender may be entitled upon the occurrence of an Event of Default.

6.   LIMITATIONS ON OBLIGATIONS OF LENDER.  Lender shall use ordinary 
reasonable care in the physical preservation and custody of any certificate 
or passbook for the Collateral but shall have no other obligation to 
protect the Collateral or its value.  In particular, but without 
limitation, Lender shall have no responsibility (a) for the collection or 
protection of any income on the Collateral, (b) for the preservation of 
rights against issuers of the Collateral or against third persons; (c) for 
ascertaining any maturities, conversions, exchanges, offers, tenders, or 
similar matters relating to the Collateral; nor (d) for informing the 
Grantor about any of the above, whether or not Lender has or is deemed to 
have knowledge of such matters.

7.   EVENTS OF DEFAULT.  Each of the following shall constitute an Event of 
Default under this Agreement:

        Default on Indebtedness.  Failure of Grantor to make any payment when 
    	due on the Indebtedness.

        Other Defaults.  Failure of Grantor to comply with or to perform any 
    	other term, obligations, covenant or condition contained in this 
    	Agreement or in any of the Related Documents or in any other agreement 
    	between Lender and Grantor.

        Default in Favor of Third Parties.  Should Borrower or any Grantor 
    	default 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 or Borrower's or any Grantor's ability to repay the Loans or 
    	perform their respective obligations under this Agreement or any of 
    	the Related Documents.

        False Statements.  Any warranty, representation or statement made or 
    	furnished to Lender by or on behalf of Grantor under this Agreement, 
    	the Note or the Related Documents is false or misleading in any 
    	material respect, either now or at the time made or furnished.

        Defective Collateralization.  This Agreement or any of the Related 
    	Documents ceases to be in full force and effect (including failure of 
    	any collateral documents to create a valid and perfected security 
    	interest or lien) at any time and for any reason.

        Insolvency.  The dissolution or termination of Grantor's existence as 
    	a going business, the insolvency of Grantor, the appointment of a 
    	receiver for any part of Grantor's property, any assignment for the 
    	benefit of creditors, any type of creditor workout, or the 
    	commencement of any proceeding under any bankruptcy or insolvency laws 
    	by or against Grantor.

        Creditor or Forfeiture Proceedings.  Commencement of foreclosure or 
    	forfeiture proceedings, whether by judicial proceeding, self-help, 
    	repossession or any other method, by any creditor of Grantor or by any 
    	governmental agency against the Collateral or any other collateral 
    	securing the Indebtedness.  This includes a garnishment of any of 
    	Grantor's deposit accounts with Lender.  However, this Event of 
    	Default shall not apply if there is a good faith dispute by Grantor as 
    	to the validity or reasonableness of the claim which is the basis of 
    	the creditor or forfeiture proceeding and if Grantor gives Lender 
    	written notice of the creditor or forfeiture proceeding and deposits 
    	with Lender monies or a surety bond for the creditor or forfeiture 
    	proceeding, in an amount determined by Lender, in its sole discretion, 
    	as being an adequate reserve or bond for the dispute.

        Events Affecting Guarantor.  Any of the preceding events occurs with 
    	respect to any Guarantor of any of the Indebtedness or such Guarantor 
    	dies or becomes incompetent.

        Adverse Change.  A material adverse change occurs in Grantor's 
    	financial condition, or Lender believes the prospect of payment or 
    	performance of the Indebtedness is impaired.

        Insecurity.  Lender, in good faith, deems itself insecure.

        Right to Cure.  If any default, other than a Default on Indebtedness, 
    	is curable and if Grantor has not been given a prior notice of a 
    	breach of the same provision of this Agreement, it may be cured (and 
    	no Event of Default will have occurred) if Grantor, after Lender sends 
    	written notice 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.

8.   RIGHTS AND REMEDIES ON DEFAULT.  Upon the occurrence of an Event of 
Default, or at any time thereafter, Lender may exercise any one or more of 
the following rights and remedies that may be available at law, in equity, 
or otherwise:

        Accelerate Indebtedness.  Lender may declare all Indebtedness of 
    	Grantor to Lender immediately due and payable, without notice of any 
    	kind to Grantor.

        Application of Account Proceeds.  Lender may obtain all funds in the 
    	Account from the issuer of the Account and apply them to the 
    	Indebtedness in the same manner as if the Account had been issued by 
    	Lender.  If the Account is subject to an early withdrawal penalty, 
    	that penalty shall be deducted from the Account before its application 
    	to the Indebtedness, whether the Account is with Lender or some other 
    	institution.  Any excess funds remaining after application of the 
    	Account proceeds to the Indebtedness will be paid to Grantor as the 
    	interests of Grantor may appear.  Grantor agrees, to the extent 
    	permitted by law, to pay any deficiency after application of the 
    	proceeds of the Account to the indebtedness.  Lender also shall have 
    	all the rights of a secured party under the New Jersey Uniform 
    	Commercial Code, even if the Account is not otherwise subject to such 
    	Code concerning security interest, and the parties to this Agreement 
    	agree that the provisions of the Code giving rights to a secured party 
    	shall nonetheless be a part of this Agreement.

        Collect the Collateral.  Lender may collect any of the Collateral and, 
    	at Lender's option and to the extent permitted by applicable law, may 
    	retain possession of the Collateral while suing on the Indebtedness.

        Sell the Collateral.  Lender may sell the Collateral, at Lender's 
    	discretion, as a unit or in parcels, at one or more public or private 
    	sales.  Unless the Collateral is perishable or threatens to decline 
    	speedily in value, Lender shall give or mail to Grantor, or any of 
    	them, notice at least ten (10) days in advance of the time and place 
    	of public sale, or of the date after which private sale may be made.  
    	Grantor agrees that any requirement of reasonable notice is satisfied 
    	if Lender mails notice by ordinary mail addressed to Grantor, or any 
    	of them, at the last address Grantor has given Lender in writing.  If 
    	public sale is held, there shall be sufficient compliance with all 
    	requirements of notice to the public by a single publication in any 
    	newspaper of general circulation in the county where the Collateral is 
    	located, setting forth the time and place of sale and a brief 
    	description of the property to be sold.  Lender may be a purchaser at 
    	any public sale.

        Register Securities.  Lender may register any securities included in 
    	the Collateral in Lender's name and exercise any rights normally 
    	incident to the ownership of securities.

        Sell Securities.  Lender may sell any securities included in the 
    	Collateral in a manner consistent with applicable federal and state 
    	securities laws, notwithstanding any other provision of this or any 
    	other agreement.  If, because of restrictions under such laws, Lender 
    	is or believes it is unable to sell the securities in an open market 
    	transaction, Grantor agrees that (a) Lender shall have no obligation 
    	to delay sale until the securities can be registered, (b) Lender may 
    	make a private sale to a single person or restricted group of persons, 
    	even though such sale may result in a price that is less favorable 
    	than might be obtained in an open market transaction, and (c) such a 
    	sale shall be considered commercially reasonable.  If any securities 
    	held as Collateral are "restricted securities" as defined in the Rules 
    	of the Securities and Exchange Commission (such as Regulation D or 
    	Rule 144) or state securities departments under state "Blue Sky" laws, 
    	or if Grantor, or any of them (if more than one), is an affiliate of 
    	the issuer of the securities, Grantor agrees that Grantor will neither 
    	sell nor dispose of any securities of such issuer without obtaining 
    	Lender's prior written consent.
 
        Transfer Title.  Lender may effect transfer of title upon sale of all
        or part of the Collateral.  For this purpose, Grantor irrevocably 
    	appoints Lender as its attorney-in-fact to execute endorsements, 
    	assignments and instruments in the name of Grantor an each of them (if 
    	more than one) as shall be necessary or reasonable.

        Application of Proceeds.  Lender may apply any cash which is part of 
    	the Collateral, or which is received from the collection or sale of 
    	the Collateral, to (a) reimbursement of any expenses, including any 
    	costs of any securities registration, commissions incurred in 
    	connection with a sale, attorney fees as provided below and court 
    	costs, whether or not there is a lawsuit and including any fees on 
    	appeal, incurred by Lender in connection with the collection and sale 
    	of such Collateral, and (b) to the payment of the Indebtedness of 
    	Grantor to Lender, with any excess funds to be paid to Grantor as the 
    	interests of Grantor may appear.

        Other Rights and Remedies.  Lender shall have and may exercise any or 
    	all of the rights and remedies of a secured creditor under the 
    	provisions of the New Jersey Uniform Commercial Code, at law, in 
    	equity, or otherwise.

        Deficiency Judgment.  If permitted by applicable law, Lender may 
    	obtain a judgment for any deficiency remaining in the Indebtedness due 
    	to Lender after application of all amounts received from the exercise 
    	of the rights provided in this section.

        Cumulative Remedies.  All of Lender's rights and remedies, whether 
    	evidenced by this Agreement or by any other writing, shall be 
    	cumulative and may be exercised singularly or concurrently.  Election 
    	by Lender to pursue any remedy shall not exclude pursuit of any other 
    	remedy, and an election to make expenditures or to take action to 
    	perform an obligation of Grantor under this Agreement, after Grantor's 
    	failure to perform, shall not affect Lenders right to declare a 
    	default and to exercise its remedies.


9.   MISCELLANEOUS PROVISIONS.  The following miscellaneous provisions are 
a part of this Agreement:

        Amendments.  This Agreement, together with any Related Documents, 
    	constitutes the entire understanding and agreement of the parties as 
    	to the matters set forth in this Agreement.  No alteration of or 
    	amendment to this Agreement shall be effective unless given in writing 
    	and signed by the party or parties sought to be charged or bound by 
    	the alteration or amendment.
   
        Applicable Law.  This Agreement has been delivered to Lender and 
    	accepted by Lender in the State of New Jersey.  If there is a lawsuit, 
    	Grantor agrees upon Lender's request to submit to the jurisdiction of 
    	the courts of HUNTERDON County, State of New Jersey.  This Agreement 
    	shall be governed by and construed in accordance with the laws of the 
    	State of New Jersey.

        Attorneys' Fees; Expenses.  Grantor agrees to pay upon demand all of
        Lender's costs and expenses, including attorneys' fees and Lender's 
    	legal expenses, incurred in connection with the enforcement of this 
    	Agreement.  Lender may pay someone else to help enforce this Agreement 
    	and Grantor shall pay the costs and expenses of such enforcement.  
    	Costs and expenses include Lender's attorneys' fees and legal expenses 
    	whether or not there is a lawsuit, including attorneys' fees and legal 
    	expenses for bankruptcy proceedings (and including efforts to modify 
    	or vacate any automatic stay or injunction), appeals, and any 
    	anticipated post-judgment collection services.  Grantor also shall pay 
    	all court costs and such additional fees as may be directed by the 
    	court.

        No Joint Venture or Partnership.  The relationship of Grantor and 
    	Lender created by this Agreement is strictly that of debtor-creditor, 
    	and nothing contained in this Agreement or in any of the Related 
    	Documents shall be deemed or construed to create a partnership or 
    	joint venture between Grantor and Lender.

        Notices.  All notices required to be given under this Agreement shall 
    	be given in writing, may be sent by telefacsimile, and shall be 
    	effective when actually delivered or when deposited with a nationally 
    	recognized overnight courier or deposited in the United States Mail, 
    	first class, postage prepaid, addressed to the party to whom the 
    	notice is to be given at the address shown above.  Any party may 
    	change its address for notices under this Agreement by giving formal 
    	written notice to the other parties, specifying that the purpose of 
    	the notice is to change the party's address.  To the extent permitted 
    	by applicable law, if there is more than one Grantor, notice to any 
    	Grantor will constitute notice to all Grantors.  For notice purposes, 
    	Grantor will keep Lender informed at all times of Grantor's current 
    	address(es).

        Power of Attorney.  Grantor hereby appoints Lender as its true and 
    	lawful attorney-in-fact, irrevocably, with full power of substitution 
    	to do the following:  (a) to demand, collect, receive, receipt for, 
    	sue and recover all sums of money or other property which may now or 
    	hereafter become due, owing or payable from the Collateral; (b) to 
    	execute, sign and endorse any and all claims, instruments, receipts, 
    	checks, drafts or warrants issued in payment for the Collateral; (c) 
    	to settle or compromise any and all claims arising under the 
    	Collateral, and, in the place and stead of Grantor, to execute and 
    	deliver its release and settlement for the claim; and (d) to file any 
    	claim or claims or to take any action or institute or take part in any 
    	proceedings, either in its own name or in the name of Grantor, or 
    	otherwise, which in the discretion of Lender may seems to be necessary 
    	or advisable.  This power is given as security for the Indebtedness, 
    	and the authority hereby conferred is and shall be irrevocable and 
    	shall remain in full force and effect until renounced by Lender.
 
        Severability.  If a court of competent jurisdiction finds any 
        provision of this Agreement to be invalid or unenforceable as to any 
    	person or circumstance, such finding shall not render that provision 
    	invalid or unenforceable as to any other persons or circumstances.  If 
    	feasible, any such offending provision shall be deemed to be modified 
    	to be within the limits of enforceability or validity; however, if the 
    	offending provision cannot be so modified, it shall be stricken and 
    	all other provisions of this Agreement in all other respects shall 
    	remain valid and enforceable.

        Successor Interests.  Subject to the limitations set forth above on 
    	transfer of the Collateral, this Agreement shall be binding upon and 
    	inure to the benefit of the parties, their successors and assigns.

        Waiver.  Lender shall not be deemed to have waived any rights under 
    	this Agreement unless such waiver is given in writing and signed by 
    	Lender.  No delay or omission on the part of Lender in exercising any 
    	right shall operate as a waiver of such right or any other right.  A 
    	waiver by Lender of a provision of this Agreement shall not prejudice 
    	or constitute a waiver of Lender's right otherwise to demand strict 
    	compliance with that provision or any other provision of this 
    	Agreement.  No prior waiver by Lender, nor any course of dealing 
    	between Lender and Grantor, shall constitute a waiver of any of 
    	Lender's rights or of any of Grantor's obligations as to any future 
    	transactions.  Whenever the consent of Lender is required under this 
    	Agreement, the granting of such consent by Lender in any instance 
    	shall not constitute continuing consent to subsequent instances where 
    	such consent is required and in all cases such consent may be granted 
    	or withheld in the sole discretion of Lender.

GRANTOR ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS ASSIGNMENT OF 
DEPOSIT ACCOUNT AND AGREES TO ITS TERMS.  THIS AGREEMENT IS DATED JUNE 25, 
1997.

GRANTOR:

Blue Fish Clothing, Inc.



By:_____________________________
   Jennifer P. Barclay, Chairman

ATTEST:


________________________________             (Corporate Seal)
Secretary or Assistant Secretary