EXHIBIT 10.7

ASSIGNMENT OF LEASES AND RENTS







|DATE:     | As of August 1, 1995                                                                                                                                                                  
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|ASSIGNEE: | FIRST FIDELITY BANK, NATIONAL ASSOCIATION
123 South Broad Street, PMB 006
Philadelphia, Pennsylvania  19109
Attention: Stephen H. Clark, Vice President
Telecopier No.: (215) 985-8793



|ASSIGNOR: | BURLINGTON COAT FACTORY WAREHOUSE OF NEW JERSEY, INC.
Type of Entity: Corporation
State of Organization: New Jersey
Mailing Address: 1830 Route 130, Burlington, NJ  08016
Telecopier No.: (609) 387-9011
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|MORTGAGED
PREMISES: | Street Address: 1830 Route 130
Township of: Burlington
County of: Burlington
State of: New Jersey
|------------------- | -------------------------------------------------------------------------------------------------





WHEREAS, the New Jersey Economic Development Authority Act, constituting Chapter 80 of the Pamphlet Laws of 1974 of the State of New Jersey, approved on August 7, 1974, as amended and supplemented (the "Act"), declares it to be in the public interest and to be the policy of the State of New Jersey (the "State") to foster and promote the economy of the State, increase opportunities for gainful employment and improve living conditions, assist in the economic development or redevelopment of political subdivisions within the State, and otherwise contribute to the prosperity, health and general welfare of the State and its inhabitants by inducing manufacturing, industrial, commercial, recreational, retail, service and other employment promoting enterprises to locate, remain or expand within the State by making available financial assistance; and

WHEREAS, the New Jersey Economic Development Authority (the "Authority"), a public body corporate and politic constituting an instrumentality of the State of New Jersey was created to aid in remedying the aforesaid conditions and to implement the purposes of the Act, and the Legislature has determined that the authority and powers conferred upon the Authority under the Act and the expenditure of moneys pursuant thereto constitute a serving of a valid public purpose and that the enactment of the provisions set forth in the Act is in the public interest and for the public benefit and good and has been so declared to be as a matter of express legislative determination; and

WHEREAS, the Authority, to accomplish the purposes of the Act, is empowered to extend credit to such employment promoting enterprises in the name of the Authority on such terms and conditions and in such manner as it may deem proper for such consideration and upon such terms and conditions as the Authority may determine to be reasonable; and

WHEREAS, Mortgagor (also referred to herein as the "Company") submitted an application (the "Original Application") to the Authority for financial assistance in the principal amount of $10,000,000 for financing a portion of the costs of a project (the "1985 Project") consisting of the acquisition of 46.779 acres of land in the Township of Burlington, Burlington County, New Jersey, the construction of an approximately 500,000 square foot building situate thereon for use as a national distribution center for the Company's products (which building currently contains 75,000 square feet of office space), the equipping of such building with conveyor systems, rolling racks and automated machinery and the construction of a parking lot adjacent to such building, and the Authority, by resolution duly adopted July 3, 1985 in accordance with the Act, accepted the application of the Company for assistance in financing the 1985 Project; and

WHEREAS, the Authority, by resolution duly adopted September 4, 1985 in accordance with the Act, authorized the issuance of not to exceed $10,000,000 aggregate principal amount of its Economic Development Bonds (Burlington Coat Factory Warehouse of New Jersey, Inc. - 1985 Project) for the purpose of making a loan to the Company to finance the 1985 Project (the "Original Loan"); and

WHEREAS, on September 20, 1985 the Authority issued $10,000,000 of its Economic Development Bonds dated September 1, 1985 to finance the 1985 Project (the "Prior Bonds"); and

WHEREAS, those Prior Bonds maturing on or after September 1, 1996 are subject to redemption prior to maturity, at the option of the Company, on any interest payment date on or after September 1, 1995; and

WHEREAS, the Company desires to redeem $10,000,000 aggregate principal amount of the Prior Bonds maturing on or after September 1, 1996 (the "Refunded Bonds") on September 1, 1995; and

WHEREAS, the Company, by letter dated May 10, 1995, notified the Authority of its intent to redeem the Refunded Bonds on September 1, 1995 and has requested the Authority's assistance in the issuance of not to exceed $10,000,000 aggregate principal amount of bonds to refinance the 1985 Project and to redeem the Refunded Bonds; and

WHEREAS, on July 11, 1995, the Authority, by resolution duly adopted (the "Resolution"), authorized the issuance of its Economic Development Refunding Bonds (Burlington Coat Factory Warehouse of New Jersey, Inc.  - 1995 Project) (the "Refunding Bonds" or the "Bonds") for the purpose of providing funds for the Company to refinance the 1985 Project and to redeem the Refunded Bonds (the "Project"); and

WHEREAS, the Authority has determined to issue the Bonds concurrently herewith pursuant to the Act, the Resolution and the Indenture (as hereinafter defined); and

WHEREAS, the Loan shall be secured by a first mortgage lien (subject only to the defeasance of the Prior Bonds and the release of all liens created under the Prior Indenture (as herein defined)) on the Premises (as hereinafter defined), an Assignment of Leases on the Project Facility (as hereinafter defined), a first priority security interest in the Machinery and Equipment (as hereinafter defined), a Guaranty (as hereinafter defined), and such other security granted by the Company in connection with this transaction; and

WHEREAS, the Authority, contemporaneously with the execution and delivery of this Agreement, shall enter into a Loan Agreement with the Company, and an Indenture of Trust dated as of August 1, 1995 (the "Indenture") wherein the Authority has assigned certain of its rights under the Loan Agreement to the Trustee for the benefit of the Holders from time to time of the Bonds; and

WHEREAS, to facilitate the issuance and sale of the Bonds and to enhance the marketability of the Bonds, the Company has requested the Bank to issue an irrevocable direct pay letter of credit substantially in the form of Annex A attached hereto (the "Letter of Credit"), in an amount up to an aggregate amount of $10,357,293.00 (as reduced and reinstated from time to time in accordance with the provisions of the Reimbursement Agreement (defined herein), the Letter of Credit and the other Loan Documents), of which (a) the sum of $10,000,000 shall be available to pay the principal amount of the Bonds either at maturity (whether at the stated maturity date or by acceleration) or upon redemption thereof, and (b) the remainder shall be available to pay up to 210 days' interest on the outstanding Bonds computed at the rate of six and one hundred twenty-five thousandths percent (6.125%) per annum accrued on the outstanding Bonds, as such interest becomes due; and

WHEREAS, the Company's obligations to the Bank under the Letter of Credit are evidenced by a Letter of Credit and Reimbursement Agreement dated as of even date herewith and entered into by and between the Company and the Bank (the "Reimbursement Agreement"); and

WHEREAS, as a condition, among others, to its issuance of the Letter of Credit, the Bank has required that the Company enter into this Mortgage and Security Agreement; and

WHEREAS, all capitalized terms used and not otherwise defined herein shall have the respective meanings ascribed thereto in the Reimbursement Agreement;

NOW, THEREFORE, for and in consideration of the premises and of the mutual representations, covenants and agreements herein set forth (each of which is incorporated herein by reference), intending to be legally bound hereby, and in order to induce the Bank to issue the Letter of Credit, the Company and the Bank hereby agree as follows:



To induce Assignee to enter into the transaction described in the foregoing recitals, and to secure the observance, payment and performance of the Liabilities (as defined below), Assignor hereby conveys, transfers and assigns to Assignee, all of the right, title and interest of Assignor now existing or hereafter arising in and to:













This Assignment is the Assignment of Leases referred to in the Reimbursement Agreement.  As additional security for the payment and performance to Assignee of the Liabilities, Assignor has executed and delivered to Assignee a Mortgage and Security Agreement (the "Mortgage") constituting a first priority lien and security interest in the Mortgaged Premises (subject only to the defeasance of the Prior Bonds and the release of all liens created under the Prior Indenture) and other collateral documents described in or accompanying the Reimbursement Agreement or Mortgage.  This Assignment of Leases, the Reimbursement Agreement, the Letter of Credit, the Indenture, the Loan Agreement, the Guaranty, the Financing Statements, the Mortgage, the Placement Agreement, the Escrow Deposit Agreement, and all other guarantees, documents, certificates and instruments executed in connection therewith are sometimes hereinafter referred to collectively as the "Loan Documents" or individually as a "Loan Document".  The terms of the Loan Documents are hereby made a part of this Assignment to the same extent and with the same effect as if fully set forth herein.



This Assignment secures: (i) the repayment of all sums due under the Reimbursement Agreement and the other Loan Documents (and all extensions, renewals, replacements, substitutions, amendments and modifications thereof); (ii) the performance of all terms, conditions and covenants set forth in the Loan Documents; and (iii) all obligations and indebtedness of every kind and description of Assignor to Assignee arising under the Loan Documents, whether primary or secondary, absolute or contingent, direct or indirect, sole, joint or several, secured or unsecured, due or to become due, contractual or tortious, arising by operation of law or otherwise, or now or hereafter existing (including without limitation, principal, interest, fees, late charges and expenses, including attorneys' fees).  All of the foregoing shall collectively be defined as the "Liabilities".



Assignor represents and warrants to Assignee as follows:  (i) Assignor has title to and full right to assign the Leases and the Rents thereunder; (ii) no other assignment of any interest in any of the Leases or Rents has been made; (iii) there are no leases or agreements to lease all or any portion of the Mortgaged Premises now in effect except the Leases, true and complete copies of which have been furnished to Assignee, and no written or oral modifications have been made thereto; (iv) there is no existing default by Assignor or by any tenant under any of the Leases, nor has any event occurred which due to the passage of time, the giving or failure to give notice, or both, would constitute a default under any of the Leases and, to the best of Assignor's knowledge, no tenant has any defenses, set-offs or counterclaims against Assignor; (v) the Leases are in full force and effect; (vi) Assignor has not done anything which might prevent Assignee from or limit Assignee in operating under this Assignment; (vii) Assignor has not accepted Rent under any Lease more than one (1) month in advance of its accrual, and payment thereof has not otherwise been forgiven, discounted or compromised; and (viii) Assignor has not received any funds or deposits from any tenant except as expressly provided for in a Lease.























Each of the following shall constitute a default (each, an "Event of Default") hereunder:











Upon or at any time after the occurrence of an Event of Default, Assignee may exercise any one or more of the following rights and remedies:











Assignor shall, from time to time, without charge and within ten (10) days after requested by Assignee, execute, acknowledge and deliver, and cause each tenant under the Leases to execute, acknowledge and deliver to Assignee a written statement, in form and substance satisfactory to Assignee, certifying to certain matters relating to the Leases, including without limitation: (i) the commencement and expiration dates of the Leases and the dates when any rents, charges and other sums commenced to be payable thereunder; (ii) that the Leases are unmodified and in full force and effect (or, if modified, stating the nature of such modifications and that the Leases as so modified are in full force and effect); (iii) the amount of Rents (including a breakdown thereof) payable under the Leases and the dates to which the Rents and other charges under the Leases have been paid in advance; and (iv) whether there are any uncured defaults by Assignor or Assignee or any setoffs or defenses against enforcement of any terms or conditions under any Lease.



Notwithstanding the license granted by Assignee in Section 6.3. hereof, Assignee, and not Assignor, shall be deemed to be the creditor of each tenant in respect of any assignment for the benefit of creditors, bankruptcy, reorganization, insolvency, dissolution or receivership proceedings affecting such tenant.  Assignee shall have the option to have any money received by Assignee as such creditor applied to reduce the Liabilities or paid over to Assignor.  Assignee shall have the right to file claims in any such proceedings and to otherwise pursue creditors' rights therein.





Upon repayment in full of the Liabilities and the satisfaction or discharge of the Mortgage, this Assignment shall automatically terminate and become null and void.  Prior to such termination, the affidavit or certificate of any representative or attorney of Assignee stating that any of the Liabilities remain unpaid shall be conclusive evidence of the validity, effectiveness and continuing force of this Assignment, and any person is hereby authorized to rely thereon.



Assignee may, without prejudice to any of its rights under this Assignment, take or release other security, release any party primarily or secondarily liable for any of the Liabilities, and grant extensions, renewals, modifications or indulgences with respect to any Loan Document to which it is a party or of which it is a beneficiary.









If, after receipt of any payment of all or any part of the Liabilities, Assignee is compelled or agrees, for settlement purposes, to surrender such payment to any person or entity for any reason (including, without limitation, a determination that such payment is void or voidable as a preference or fraudulent conveyance, an impermissible setoff, or a diversion of trust funds), then this Assignment and the other Loan Documents shall continue in full force and effect or be reinstated, as the case may be, and Assignor shall be liable for, and shall indemnify, defend and hold harmless Assignee with respect to the full amount so surrendered.  The provisions of this Section 14 shall survive the termination of this Assignment and the other Loan Documents and shall remain effective notwithstanding the payment of the Liabilities, the defeasance of the Bonds, the release of any security interest, lien or encumbrance securing the Liabilities or any other action which Assignee may have taken in reliance upon its receipt of such payment.  Any cancellation, release or other such action by Assignee shall be deemed to have been conditioned upon any payment of the Liabilities having become final and irrevocable.

























ASSIGNOR (AS APPLICABLE) IF THE WAIVERS SET FORTH IN THIS SECTION WERE NOT A PART OF THIS ASSIGNMENT.



IN WITNESS WHEREOF, Assignor, intending to be legally bound, has duly executed and delivered this Assignment of Leases and Rents as of the day and year first above written.



|ATTEST
Name: Robert L. LaPenta, Jr.
Title: Assistant Secretary | BURLINGTON COAT FACTORY
WAREHOUSE OF NEW JERSEY, INC.
BY: 
Name: Mark Nesci
Title: Vice President
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[SEAL]

SCHEDULE "A"

DESCRIPTION OF MORTGAGED PREMISES



|Street Address:    | 1830 Route 130, Burlington, NJ 08016                                                                                                                                                         
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|                   |                                                                                                                                                                                              
|Parcel Number:     | Lots 7, 6.01 and a small part of Lot 6 (as indicated by the broken line on the tax map of Burlington Township annexed hereto as Annex A-1) of Block 147 on the tax map of Burlington Township
|                   |                                                                                                                                                                                              
|Legal Description: | See Annex A-2.                                                                                                                                                                               

SCHEDULE "B"



LIST OF LEASES

All Leases between Assignor, as landlord, and any other person or entity, as tenant, now existing or hereafter entered into including, without limitation, the Leases listed below.  The omission of any or all presently existing Leases from this Schedule B shall not be deemed an omission of such Leases from the effect of this Assignment, it being the intent of the parties that all such Leases now existing or hereafter entered into shall be subject to this Assignment, whether or not specifically enumerated below.

As of August 24, 1995, there are no leases.



ACKNOWLEDGMENT



STATE OF NEW JERSEY		:

COUNTY OF BURLINGTON	:



On this, the ___ day of August, 1995 before me, the undersigned officer, personally appeared Mark A. Nesci, who acknowledged himself to be a Vice President of Burlington Coat Factory Warehouse of New Jersey, Inc., a New Jersey corporation, and that he, as such officer being authorized to do so, executed the foregoing instrument for the purposes therein contained by signing the name of the corporation by himself as such officer, and desired that the same might be recorded as such.

IN WITNESS WHEREOF, I hereunto set my hand and official seal.



_____________________________________

Notary Public

My Commission Expires: