dELiA*s Operating Company 435 Hudson Street New York, NY 10014 September 15, 1998 Mr. Evan Guillemin dELiA*s 435 Hudson Street New York, NY 10014 Re: First Amendment to Employment Agreement Dear Mr. Edgar: This letter, when countersigned by you, shall...

                            xXXxX*s Operating Company
                                000 Xxxxxx Xxxxxx
                               Xxx Xxxx, XX 00000





                                                              September 15, 1998

Xx. Xxxx Xxxxxxxxx
xXXxX*s
000 Xxxxxx Xxxxxx
Xxx Xxxx, XX 00000

        Re:    First Amendment to Employment Agreement

Dear Xx. Xxxxx:

     This letter, when countersigned by you, shall constitute the First
Amendment to the Employment Agreement between you and xXXxX*s Inc. (subsequently
assigned to xXXxX*s Operating Company), dated as of November 25, 1996. Section
3(a) of the Employment Agreement is hereby amended by deleting the amount
"$100,000" and replacing it with "$150,000." In all other respects, the
Employment Agreement shall continue in full force and effect without
modification.

     If you are in agreement with the foregoing, please countersign below in the
space indicated.

                                                   Sincerely,

                                                   xXXxX*s Operating Company


                                                   By:____________________
                                                          Xxxxxxx X. Xxxx
                                                          President

ACKNOWLEDGED AND AGREED:



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