AGREEMENT FOR CROSS-DEFAULT AND CROSS COLLATERALIZATION

         This  Agreement  made  this  30th day of  September,  1997 by Blue Fish
Clothing, Inc., a New Jersey Corporation, 3 Sixth Street, Frenchtown, New Jersey
08825 ("Borrower") and Jennifer P. Barclay  ("Guarantor") to and for the benefit
of  Carnegie  Bank,  N.A.,  619  Alexander  Road,  Princeton,  New Jersey  08540
("Lender");

         For and in consideration of certain credit accommodation made by Lender
to Borrower and guaranteed by the Guarantor as set forth in a certain Promissory
Note dated June 25, 1997, and related documents ("Loan Documents"), the Borrower
and Guarantor hereby agree as follows:

         1. A default  under the terms of the Loan  Documents  shall be deemed a
default  under the terms of a  certain  Promissory  Note  dated  June 25,  1997,
between Borrower and Lender in the original  principal amount of $800,000.00;  a
default  under the terms of a  certain  Promissory  Note  dated  June 25,  1997,
between  Borrower and Lender in the  original  principal  amount of  $800,000.00
shall be deemed a default under the terms of the Loan Documents.

         2.  Upon  the  occurrence  of  any  of  the  events,  circumstances  or
conditions  of default as set forth in either the  aforesaid  Loan  Documents or
Promissory Note, or both, the Lender shall then have all the rights and remedies
of a secured party under the Uniform  Commercial Code, as enacted in New Jersey,
with regard to all  collateral  pledged as  security  under the  aforesaid  Loan
Documents and for the Promissory Note.

ATTEST:                                Blue Fish Clothing, Inc.,
                                       a New Jersey Corporation


                                       By:
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                                          Jennifer P. Barclay, President

Witness:



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                                          Jennifer P. Barclay, Individually