ASSIGNMENT AND ASSUMPTION OF LEASE The parties agree as follows: Date: As Of May 31, 1995 Parties: Assignor: London Fog Corporation Address: 8 West 40Th Street New York, NY 10018 Assignee: London Fog Industries, Inc. 1332 Londontown Boulevard, Eldersburg, Maryland 21784 If there are more than one Assignor or Assignee, the words "Assignor" and "Assignee" shall include them. Assigned: lease The Lease which is assigned herein is indentified as follows: Landlord 40Th Associates Tenant London Fog Corporation Date May 4, 1994 Premises: Floors 11,12,15,18,19,20,21 And * As Amended Mezzanine at 8 West 40Th Street New York, NY 10018 Consideration: Assignor has received One ($1.00) dollars and other good and valuable consideration for this Assignment. Assignment: Assignor assigns to the Assignee all the Assignor's right, title and interest in a) the Lease and b) the security deposit, if any, stated in the Lease. Assumption: Assignee agrees to pay the rent promptly and perform all of the terms of the Lease as of the date of this Assignment. Assignee assumes full responsibility for the Lease as if Assignee signed the Lease originally as Tenant. Indemnity: Assignee agrees to indemnify and hold Assignor harmless from any legal actions, damages and expenses including legal fees that the Assignor may incur arising out of the Lease. Benefit to landlord: Assignee agrees that the obligations assumed shall benefit the landlord named in the Lease as well as the Assignor. Assignor's statements: Assignor states that Assignor has the right to assign this Lease and that the premises are free and clear of any judgements, executions, liens, taxes and assessments. Assignee's statement: Assignee states that Assignee has read the Lease and has received the original or an exact copy of the Lease. Successors: This assignment is binding on all parties who lawfully succeed to the rights or take the place of the Assignor or Assignee. Margin Headings: The margin headings are for convenience only. Signatures: The Assignor and Assignee have signed this Assignment as of the date at the top of the first page. ASSIGNOR London Fog Corporation By:/s/ C. William Crain, President --------------------------------- Witness ASSIGNEE /s/ London Fog Industries, Inc. - ---------------------------------- By:/s/ C. William Crain, President Secretary --------------------------------- STATE OF COUNTY OF On the day of 19 , before me personally came to me known to be the individual described in and who executed the foregoing instrument, and acknowledged that executed the same. STATE OF NEW YORK COUNTY OF NEW YORK On the 6th day of July 1995 , before me personally came C. William Crain to me known who, being by me duly sworn, did depose and say that he resides at No. 10 Nutmeg Drive, Greenwich, CT; that he is the President and COO of London Fog Corporation and London Fog Industries, the corporations described in and which executed the foregoing instrument; that he knows the seal of said corporation; that the seal affixed to said instrument is such corporate seal; that it was so affixed by order of the board of directors of said corporation, and that he signed his name thereto by like order. /s/ RICHARD I. JANVEY --------------------- RICHARD I. JANVEY NOTARY PUBLIC, State of New York NO. 31-4650223 Qualified in New York County Commission Expires August 31, 1995 STATE OF NEW YORK COUNTY OF NEW YORK On the 6th day of July 1995 , before me personally came Stuart B. Fisher the subscribing witness to the foregoing instrument, with whom I am personally acquainted, who, being by me duly sworn, did depose and say that he resides at No. 285 Riverside Drive, New York, NY; that he knows C. William Crain to be the individual described in and who executed the foregoing instrument; that he, said subscribing witness, was present and saw execute the same; and that he, said witness, at the same time subscribed his name as witness thereto. /s/ RICHARD I. JANVEY --------------------- RICHARD I. JANVEY NOTARY PUBLIC, State of New York NO. 31-4650223 Qualified in New York County Commission Expires August 31, 1995