EXHIBIT 10.28


                       ASSIGNMENT AND ASSUMPTION OF LEASE


         This Assignment and Assumption of Lease  ("Assignment")  is made and is
effective  as of August 1, 2005,  by and among Blue  Concept,  LLC, a California
limited liability company (the "Assignor,"),  Blue Holdings,  Inc., a California
corporation,  (the "Assignee") and Melrose Edinburgh,  LLC, a California limited
liability company ("Landlord") and consented to by Paul Guez and Elizabeth Guez,
both  individually  and as trustees of the Paul and Beth Guez living Trust dated
February 13,1998 (collectively "Guarantor").

                                    RECITALS

         Landlord  and  Assignor,  executed a Lease (as  amended  and  restated,
hereinafter referred to as the "Lease") dated as of March 16th, 2005;

         By the  terms  of the  Lease,  a copy  of  which  is  attached  to this
Assignment as Exhibit A, the property  located at and commonly known as 8011 and
8013 Melrose  Avenue as more  particularly  described in the Lease was leased to
Assignor as Tenant for a term of ten (10) years, commencing on May 16, 2005, and
ending on March 15,  2015,  subject to earlier  termination  as  provided in the
Lease; and

         Assignor  now  desires to assign the Lease to  Assignee,  and  Assignee
desires to accept the Lease's  assignment  and assume all of the  obligations of
Assignor, as tenant thereunder;

                                    AGREEMENT

         NOW  THEREFORE,  for  and  in  consideration  of the  mutual  covenants
contained herein and for other good and valuable  consideration,  the receipt of
which is hereby acknowledged,  the parties hereby agree as follows, effective as
of the Effective Date:

         ASSIGNMENT

         Assignor  assigns and  transfers to Assignee all of  Assignor's  right,
title,  and interest in and to the Lease attached to this  Assignment as Exhibit
A, and Assignee  agrees to and does accept the  assignment.  Assignee  expressly
assumes  and agrees to keep,  perform,  and  fulfill  all the terms,  covenants,
conditions,  and obligations,  required to be kept, performed,  and fulfilled by
Assignor as Tenant under the lease,  including the making of all payments due to
or payable on behalf of Landlord under the Lease when due and payable.  Assignor
expressly  acknowledges,  understands  and agrees that this  Assignment does not
relieve Assignor of any of its obligations  under the Lease should Assignee fail
to timely perform any covenant, condition or obligation thereunder.

         CONSENT OF LANDLORD

         Landlord  hereby  consents to the above  Assignment  and  Assumption of
Lease to  Assignee.  Landlord  does not waive any of its rights under the Lease,
including,  without limitation,  the right to pursue any action against Assignor
should  Assignee fail to timely  perform any  covenant,  condition or obligation
called for under the Lease or to further  approve any  subsequent  assignment or





sublease under the Lease.  This  Assignment is conditional on the Assignee's use
and conduct of business not violating  existing leasehold uses in place prior to
the execution of this Assignment.

         GUARANTOR'S CONSENT TO ASSIGNMENT

         Guarantor hereby consents to the Assignment contained herein and agrees
that,  notwithstanding  said  Assignment  and/or any further  assignments of the
Lease,  Guarantor's  obligations  under the Guaranty of Lease shall  continue to
remain in full force and effect  for the  duration  of the term of the Lease and
any and all extensions and renewals thereof.

         MISCELLANEOUS

         Each provision of this Assignment  shall extend,  bind and inure to the
benefit of  Landlord,  Assignor  and  Assignee  and their  respective  permitted
successors and assigns.  This Assignment  contains the entire agreement  between
the  parties  regarding  the  subject  matter  contained  herein,  and all prior
negotiations and agreements are merged into this Assignment. This Assignment may
not be changed, modified or discharged, in whole or in part, except by a written
instrument  signed  by  the  party  against  whom  enforcement  of  the  change,
modification  or discharge  is sought.  This  Assignment  may be executed in any
number of  counterparts,  and via  facsimile,  each of which upon  execution and
delivery  shall  be  considered  an  original  for all  purposes  and  all  such
counterparts  shall,  together,  constitute  one and the  same  instrument.  The
invalidity or  unenforceability  of any provision of this  Assignment  shall not
affect the validity or enforceability of any other provision of this Assignment.
This Assignment shall be governed by the laws of the state of California.

         Executed at Los Angeles, California, on this __ day of July, 2006.

ASSIGNOR:
Blue Concept, LLC

By:               /S/ BETH GUEZ
         -----------------------------------
Its:              CEO
         -----------------------------------


ASSIGNEE:
Blue Holdings, Inc.

By:               /S/ PATRICK CHOW
         -----------------------------------
Its:              CFO
         -----------------------------------


LANDLORD:
Melrose Edinburgh, LLC

By:               /S/ A. JOROUD
         -----------------------------------
Its:
         -----------------------------------



                       [Signatures continued on next page]


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GUARANTOR


         /S/ PAUL GUEZ
--------------------------------------------
Paul Guez, individually and on behalf of the
Paul and Beth Guez Living Trust dated
February 13, 1998.




         /S/ ELIZABETH GUEZ
--------------------------------------------
Elizabeth Guez, individually and on behalf
of the Paul and Beth Guez Living Trust dated
February 13, 1998.


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