ALLOY  INC
<DOCUMENT>
<TYPE>EX-10.41.1
<SEQUENCE>7
<FILENAME>doc9.txt
<TEXT>
<PAGE>



                                                                Exhibit 10.41.1

                              CONSENT TO ASSIGNMENT


         THIS CONSENT TO ASSIGNMENT (the "Consent") is made as of the 12th day
of December, 2002, by and among Martin D. Levine ("Landlord"), MarketSource,
L.L.C. ("Tenant"), 360 Youth, Inc., a Delaware corporation ("Sublessee"), and
360 Youth, LLC, a Delaware limited liability company ("Assignee"), with respect
to the following:

                                    RECITALS

         WHEREAS, pursuant to that certain Sublease Agreement dated as of
November 26, 2001 (the "Lease"), between the Landlord, Tenant and the Sublessee,
the Tenant, with the Landlord`s consent, has demised to Sublessee a portion of
the premises located at 2 Commerce Drive, Cranbury, New Jersey;

         WHEREAS, each of the Sublessee and Assignee is a wholly owned
subsidiary of Alloy, Inc., a Delaware corporation ("Alloy");

         WHEREAS, effective December 31, 2002 (the "Effective Date"), pursuant
to a reorganization of Alloy, the Sublessee will be merged with and into the
Assignee, with the Assignee remaining as the surviving entity; and

         WHEREAS, pursuant to Section 10 of the Lease the Sublessee is required
to obtain the consent of the Landlord and Tenant prior to any assignment or
transfer of the Lease.

         NOW, THEREFORE, in consideration of the mutual covenants set forth
herein and other good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the parties hereto hereby agree as follows:

         1. INCORPORATION. The foregoing recitals are incorporated herein and by
         this reference made a part hereof.

         2. DEFINED TERMS. All capitalized terms used herein and not otherwise
         defined shall have the meanings specified in the Lease.

         3. CONSENT TO ASSIGNMENT. As of the Effective Date, all of the
         Sublessee`s right, title, and interest in and to the Lease and the
         premises demised thereby shall be assigned to the Assignee. By
         executing this Consent, Landlord and Tenant each consent to the
         assignment of the Lease to Assignee upon all the terms, covenants and
         conditions set forth in the Lease. Assignee agrees that upon
         assignment, Assignee will be bound to the terms of the Lease and shall
         perform all remaining obligations of Sublessee.

<PAGE>

         4. GOVERNING LAW. This Consent shall be governed by, and construed in
         accordance with, the laws of the State of New Jersey, except to the
         extent preempted by federal laws.

         5. EXTENT OF CONSENT. Except as expressly set forth in this Consent,
         the terms and conditions of the Lease shall continue in full force and
         effect without any change or modification and shall apply for the
         balance of the term of the Lease.

         6. COUNTERPARTS. This consent may be executed in any number of
         counterparts, all of which taken together shall constitute but one
         agreement.

         IN WITNESS WHEREOF, the Landlord, Tenant, Sublessee, and the Assignee
         have executed this Consent of Assignment as of the date and year first
         above written.

         LANDLORD:                              TENANT:
                                                MARKETSOURCE, L.L.C.

         /s/ Martin D. Levine                   By: /s/ Frank Morelli
         -----------------------------            ----------------------------
         Martin D. Levine
                                                Name: Frank Morelli
                                                     -------------------------

                                                Title: CFO/COO
                                                     -------------------------


         SUBLESSEE:                             ASSIGNEE:
         360 YOUTH, INC.                        360 YOUTH, LLC

         By:/s/ Gina R. DiGioia                By: /s/ Gina R. DiGioia
           --------------------------------        ----------------------------

         Name: Gina R. DiGioia                 Name: Gina R. DiGioia
              -----------------------------          -------------------------

         Title: Assistant Secretary            Title: Secretary
               ---------------------------           -------------------------






<PAGE>

</TEXT>
</DOCUMENT>
