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