WAIVER AGREEMENT DATED AS OF AUGUST 18, 1997 Waiver Agreement dated as of August 18, 1997 to the Revolving Credit Agreement and Factoring Facilities between The CIT Group/Commercial Services, Inc. and Leslie Fay Marketing, Inc. dated as of June 2,...

                                WAIVER AGREEMENT

                           DATED AS OF AUGUST 18, 1997


           Waiver  Agreement dated as of August 18, 1997 to the Revolving Credit
Agreement and Factoring  Facilities between The CIT  Group/Commercial  Services,
Inc. and Xxxxxx Xxx Marketing, Inc. dated as of June 2, 1997.

           Waiver.  In response to the  Borrower's  request,  the Lender  hereby
waives  compliance by the Borrower with the  requirements  of Section 10.17 with
respect to the fiscal quarter ending July 5, 1997.


           IN WITNESS WHEREOF, the undersigned have duly executed this Agreement
as of the date first written above.


                                   XXXXXX XXX MARKETING, INC.


                                   By: /s/Xxxxxx X. Xxxxxxx
                                      ----------------------------
                                           Xxxxxx X. Xxxxxxx
                                           Secretary and Chief Financial Officer


                                   THE CIT GROUP/COMMERCIAL SERVICES


                                   By: /s/Xxxx Xxxxxxxxxxx
                                      ----------------------------
                                           Xxxx Xxxxxxxxxxx
                                           Vice President