AMENDMENT TO ASSIGNMENT OF DEPOSIT ACCOUNT

WHEREAS, under date of June 25, 1997, Blue Fish Clothing,  Inc. (the "Borrower")
executed an Assignment of Deposit Account or other written agreement  creating a
security  interest  (such  agreement,   together  with  any  amendment  thereto,
hereinafter  collectively  referred to as "Security Agreement") covering certain
collateral more specifically described therein (the "Collateral"), said Security
Agreement having been delivered or assigned to Carnegie Bank, N.A. (the "Bank"),
a copy of which is attached hereto and made a part hereof and

WHEREAS, Bank, as holder of the Security Agreement,  has acquired all the rights
and remedies of a secured party under the Uniform Commercial Code; and

WHEREAS,  The  Borrower  has  requested  the Bank to  release a  portion  of the
Collateral,  $542,000.00  of the  original  Certificate  of  Deposit  issued  by
Carnegie Bank, N.A. account No. 100019396 in the amount of $842,000.00,  on June
23, 1997.

NOW,  THEREFORE,  in  consideration  of the foregoing and the obligations of the
parties  hereunder,  and intending to be legally bound hereby,  the Borrower and
Bank agree as follows:

1.   The Bank does  hereby  release a portion of its  security  interest  in the
     following described Collateral.

     $542,000.00 of the original Certificate of Deposit issued by Carnegie Bank,
     N.A. account 100019396 in the amount of $842,000.00, on June 23, 1997.

2.   The Borrower does hereby pledge unto Bank, its successors and assigns,  the
     remaining  portion of Certificate of Deposit issued by Carnegie Bank,  N.A.
     account No. 100019396 in the amount of $300,000.00.

3.   The Borrower does hereby agree to maintain a minimum  deposit  account with
     Carnegie Bank, N.A. in an amount not less than $500,000.00.

4.   Except for the partial  release of Collateral  effected by this  amendment,
     the  Security  Agreement  is  hereby  ratified  and  all of its  terms  and
     provisions remain in full force and effect.

5.   This  Agreement  shall in all respects be governed by the laws of the state
     of New Jersey which govern the Security Agreement.

Witness the due execution hereof this 30th day of September, 1997.

WITNESS:                               BORROWER:
                                       Blue Fish Clothing, Inc.



                                       By:
- ----------------------------              ---------------------------------
                                          Jennifer P. Barclay, President


ATTEST:                                BANK:
                                       Carnegie Bank, N.A.



By:                                    By:
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