dELiA*s 435 Hudson Street New York, NY 10014 October 18, 1999 Mr. Christopher C. Edgar dELiA*s 435 Hudson Street New York, NY 10014 Re: SECOND AMENDMENT TO EMPLOYMENT AGREEMENT Dear Mr. Edgar: This letter, when countersigned by you, shall constitute...

                                                                   Exhibit 10.28


                                     xXXxX*s
                                000 Xxxxxx Xxxxxx
                               Xxx Xxxx, XX 00000


                                                     October 18, 1999


Xx. Xxxxxxxxxxx X. Xxxxx
xXXxX*s
000 Xxxxxx Xxxxxx
Xxx Xxxx, XX 00000


Re:      SECOND AMENDMENT TO EMPLOYMENT AGREEMENT


Dear Xx. Xxxxx:

         This letter, when countersigned by you, shall constitute the Second
Amendment to the Employment Agreement between you and xXXxX*s Inc., dated as of
November 22, 1996. Section 3(a) of the Employment Agreement is hereby amended by
deleting the amount "$150,000" and replacing it with "$200,000." 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 Inc.

                                   By:     /s/  XXXXXXX X. XXXXXXX
                                        ----------------------------
                                               Xxxxxxx X. Xxxxxxx
                                               Senior Vice President


ACKNOWLEDGED AND AGREED:


 /s/  XXXXXXXXXXX X. XXXXX
----------------------------
XXXXXXXXXXX X. XXXXX