ASSIGNMENT AND ASSUMPTION AGREEMENT

     ASSIGNMENT AND ASSUMPTION AGREEMENT dated as of October 30, 1997, between
BROWNSTONE HOLDINGS, INC., a Delaware corporation ("Buyer"), JEAN GRAYSON'S
BROWNSTONE STUDIO, INC., a New York corporation ("Brownstone") and WILROY, INC.,
a corporation ("Wilroy") (Brownstone and Wilroy are collectively referred to
herein as "Sellers").

     Buyer and Sellers are parties to an Asset Purchase Agreement dated as of
September 24, 1997 (the "Purchase Agreement"). It is a condition precedent to
Buyer's and Sellers' obligations under the Purchase Agreement that Buyer and
Sellers execute and deliver this Assignment and Assumption Agreement.

     NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, Buyer and Sellers hereby agree as
follows:

          1. Capitalized terms used herein but not defined herein shall have the
     meanings assigned such terms in the Purchase Agreement.

          2. Buyer, as assignee of Lew Magram, Ltd., hereby assumes all
     indebtedness and obligations owed by Sellers to Congress Financial
     Corporation ("Congress"), including any amounts advanced pursuant to a
     certain participation agreement dated September 17, 1997, by and among
     Congress, Robert M. Rubin, and Jay M. Kaplowitz (the "Assumed
     Liabilities").

          3. Other than the Assumed Liabilities, Buyer will not assume any of
     Sellers' other liabilities, provided however, Buyer does agree to assume
     all liabilities of Sellers which result from commitments made subsequent to
     the implementation of the Management Agreement dated September 17, 1997 by
     and among Lew Magram, Ltd., and Sellers.

          4. From time to time after the date hereof, each of Buyer and Sellers
     will execute and deliver to the other such instruments as may be reasonably
     requested by Buyer or its counsel or Sellers or their counsel, as the case
     may be, in order to carry out the purpose and intent of this Assignment and
     Assumption Agreement and the Purchase Agreement.

          5. Notwithstanding any other provision of this Assignment and
     Assumption Agreement to the contrary, nothing contained in this Assignment
     and Assumption Agreement shall in any way supersede, modify, replace,
     amend, change, rescind, waive, exceed, expand, enlarge or in any way affect
     the provisions, including the warranties, covenants, agreements,
     conditions,





     representations or, in general any of the rights and remedies, and any of

     the obligations and indemnifications of Buyer or Seller set forth in the
     Purchase Agreement nor shall this Assignment and Assumption Agreement
     expand or enlarge any remedies under the Purchase Agreement including
     without limitation any limits on indemnification specified therein. This
     Assignment and Assumption Agreement is intended only to effect the transfer
     of certain liabilities assumed pursuant to the Purchase Agreement and shall
     be governed entirely in accordance with the terms and conditions of the
     Purchase Agreement.

          6. This Assignment and Assumption Agreement shall be governed by and
     construed in accordance with the internal laws of the State of New York.

     IN WITNESS WHEREOF, Buyer and Seller have caused this Assignment and
Assumption Agreement to be executed and delivered on the date and year first
written above.

                              BROWNSTONE HOLDINGS, INC.



                              By: /S/
                                 -----------------------------------
                                  Name:
                                  Its:

                              JEAN GRAYSON'S BROWNSTONE STUDIO, INC.


                              By: /S/
                                 -----------------------------------
                                  Name:
                                  Its:

                              
                              WILROY, INC.


                              By: /S/
                                 -----------------------------------
                                  Name:
                                  Its:







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