ASSIGNMENT AND ASSUMPTION OF LEASE





         This Assignment and Assumption of Lease  ("Assignment")  is made and is

effective  as of August 1, 2005,  by and among Blue  Concept,  LLC, a California

limited liability company (the "Assignor,"),  Blue Holdings,  Inc., a California

corporation,  (the "Assignee") and Melrose Edinburgh,  LLC, a California limited

liability company ("Landlord") and consented to by Paul Guez and Elizabeth Guez,

both  individually  and as trustees of the Paul and Beth Guez living Trust dated

February 13,1998 (collectively "Guarantor").



                                    RECITALS



         Landlord  and  Assignor,  executed a Lease (as  amended  and  restated,

hereinafter referred to as the "Lease") dated as of March 16th, 2005;



         By the  terms  of the  Lease,  a copy  of  which  is  attached  to this

Assignment as Exhibit A, the property  located at and commonly known as 8011 and

8013 Melrose  Avenue as more  particularly  described in the Lease was leased to

Assignor as Tenant for a term of ten (10) years, commencing on May 16, 2005, and

ending on March 15,  2015,  subject to earlier  termination  as  provided in the

Lease; and



         Assignor  now  desires to assign the Lease to  Assignee,  and  Assignee

desires to accept the Lease's  assignment  and assume all of the  obligations of

Assignor, as tenant thereunder;



                                    AGREEMENT



         NOW  THEREFORE,  for  and  in  consideration  of the  mutual  covenants

contained herein and for other good and valuable  consideration,  the receipt of

which is hereby acknowledged,  the parties hereby agree as follows, effective as

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