<PAGE>
                                                     EXHIBIT 10.10

           FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT

     THIS FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT (this "FIRST 
AMENDMENT") is made and entered into as of February __, 1999, by and among 
Gantos, Inc., a corporation formed under the laws of the State of Michigan 
(the "BORROWER"), and Foothill Capital Corporation, as Agent ("FOOTHILL") and 
the financial institutions listed on the signature page of the Loan Agreement 
referred to below (such financial institutions, together with their 
respective successors and assigns, are collectively referred to herein as the 
"LENDERS").  This First Amendment amends certain provisions of that certain 
Loan and Security Agreement dated as of November 18, 1998 by and among the 
Borrower and Foothill, as Agent, and the Lenders (as amended by and through 
the date of this First Amendment, and as hereafter amended and/or restated 
from time to time, the "LOAN AGREEMENT").  Capitalized terms used herein and 
not otherwise defined shall have the same meanings herein as in the Loan 
Agreement.  

                                   BACKGROUND

    In accordance with the Loan Agreement, the Borrower, Foothill and the 
Lenders have agreed to amend the Loan Agreement by, among other things, 
amending, or adding, thereto certain financial covenants and retail 
performance covenants and establishing the dates upon which such covenants 
will be tested under the Loan Agreement, and amending certain other 
provisions of the Loan Agreement, in each instance subject to the terms and 
conditions set forth below.  

    NOW, THEREFORE, for good and valuable consideration, the receipt and 
sufficiency of which are hereby acknowledged, the Borrower, the Agent and the 
Lenders hereby agree as follows:

    1.  AMENDMENTS TO LOAN AGREEMENT.

    (a) AMENDMENT TO SUBSECTION 1.1. Subsection 1.1 of the Loan Agreement is 
hereby amended by adding the following definition alphabetically therein:

        "NET WORTH" means, as of any date of determination, Borrower's total 
shareholder's equity."

    (b) AMENDMENT TO SUBSECTION 7.20.  Subsection 7.20 of the Loan Agreement 
is hereby amended by deleting such existing subsection in its entirety and 
inserting in lieu thereof the following:

        A7.20 FINANCIAL COVENANTS

              (a) MINIMUM NET WORTH.  Permit its Net Worth as of the last day 
of any month indicated below to be less than the corresponding amount 
indicated for such month:
                                     
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<TABLE>
<CAPTION>


         MONTH                                    MINIMUM NET WORTH
         -----                                    -----------------
       <S>                                       <C>
         January, 1999                               $9,000,000
         February, 1999                              $7,400,000
         March, 1999                                 $7,900,000
         April, 1999                                 $8,400,000
         May, 1999                                   $7,400,000
         June, 1999                                  $5,900,000
         July, 1999                                  $4,000,000
         August, 1999                                $2,300,000
         September, 1999                             $3,400,000
         October, 1999                               $2,800,000
         November, 1999                              $3,200,000
         December, 1999                              $5,500,000
         January, 2000 and                         
         each subsequent calendar                  
         month during the term                     
         of this Agreement                           $2,500,000
</TABLE>

            (b) MINIMUM EBITDA - ROLLING TWELVE MONTH PERIODS.  Permit its 
EBITDA for the period of the trailing twelve (12) consecutive months ending 
on each date indicated below to be less than the amount indicated for such 
period:


<TABLE>
<CAPTION>

         TWELVE MONTHS ENDING                     MINIMUM EBITDA
         --------------------                     ---------------
       <S>                                       <C>
         February 28, 1999                        ($2,650,000)
         March 31, 1999                           ($2,500,000)
         April 30, 1999                           ($2,950,000)
         May 31, 1999                             ($2,850,000)
         June 30, 1999                            ($2,400,000)
</TABLE>

            (c) MINIMUM EBITDA - ROLLING SIX MONTH PERIODS.  Permit its EBITDA 
for the period of the trailing six (6) consecutive months ending on each date 
indicated below to be less than the amount indicated for such period:

<TABLE>
<CAPTION>

         SIX MONTHS ENDING                        MINIMUM EBITDA
         -----------------                       --------------
       <S>                                       <C>
         July 31, 1999                            ($1,700,000)
         August 31, 1999                          ($1,900,000)
         September 30, 1999                       ($1,450,000)
         October 31, 1999                         ($2,900,000)
         November 30, 1999                        ($1,400,000)
         December 31, 1999                         $2,700,000
         January 31, 2000 and the last day
         of each subsequent calendar
         month during the term
         of this Agreement                        $1,400,000"
</TABLE>
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    (c)  AMENDMENT TO SUBSECTION 7.21. Subsection 7.21 of the Loan Agreement 
is hereby amended by adding the following sentences to the end of such 
existing subsection:

    "Notwithstanding anything to the contrary contained in this Agreement:  
(a) the Borrower's compliance with the covenants set forth on SCHEDULE 7.21 
shall be tested for the first time on the respective dates indicated on such 
Schedule;  (b) any failure of the Borrower to comply with such covenants on 
or after such dates shall not be a Default or Event of Default hereunder.  
Nothing in the preceding sentence shall limit or impair Agent's rights under 
Section 2.1 of this Agreement, including, without limitation, the Agent's 
right to create additional reserves against the Borrowing Base or reduce its 
advance rates against Eligible Inventory as determined in accordance with 
SCHEDULE 7.21 based on the Borrower's noncompliance with the covenants set 
forth therein."

    (d) AMENDMENTS TO SCHEDULE 7.21 AND EXHIBIT B-1.  The Loan Agreement is 
hereby amended by deleting in their entireties the existing SCHEDULE 7.21 and 
EXHIBIT B-2 thereto and substituting therefor the forms of SCHEDULE 7.21 and 
EXHIBIT B-2 attached to this First Amendment.

    2. REPRESENTATIONS AND WARRANTIES; CONFIRMATION OF REPRESENTATIONS, 
WARRANTIES.

    This First Amendment has been duly authorized, executed and delivered by 
the Borrower.  The Loan Agreement, as amended hereby, and each of the other 
Loan Documents, as amended by and through the date hereof, constitute legal, 
valid and binding obligations of the Borrower, enforceable against the 
Borrower in accordance with their respective terms.  The Borrower, by 
execution of this First Amendment, certifies to the Agent and each of the 
Lenders that each of the representations and warranties set forth in the Loan 
Agreement and the other Loan Documents is true and correct as of the date 
hereof, except to the extent such representations and warranties expressly 
relate to an earlier date, as if fully set forth in this First Amendment, and 
that, as of the date hereof, no Default or Event of Default has occurred and 
is continuing under the Loan Agreement or any other Loan Document.  The 
Borrower acknowledges and agrees that this First Amendment shall become a 
part of the Loan Agreement and shall be a Loan Document.

    3. CONDITIONS PRECEDENT.

    Prior to or concurrently with the execution by the Agent and the Lenders 
of this First Amendment, and as a condition to the obligation of the Lenders 
to execute this First Amendment and make Advances for the account of the 
Borrower on and after the date hereof:

    (a) This First Amendment and all other agreements, instruments and 
certificates reasonably required by the Lenders in connection herewith and 
therewith, shall have been executed and delivered by each of the parties 
thereto;  and
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<PAGE>


    (b) The Borrower shall have delivered or caused to be delivered to the 
Agent such other instruments, certificates or documents as the Agent or any 
Lender shall reasonably request, each of which shall be in form and substance 
satisfactory to the Agent and the Lenders, for the purposes of implementing 
or effectuating the provisions of the Loan Agreement and the other Loan 
Documents, each as amended hereby;  and

    (c) The Borrower shall have delivered to the Agent a pro-forma covenant 
compliance certificate demonstrating the Borrower's ongoing compliance with 
the covenants set forth in the Loan Agreement, as amended hereby.

    4. CONDITIONS TO LENDING; COMPLIANCE WITH LOAN DOCUMENTS, ETC.

    The Borrower hereby represents and warrants to the Agent and the Lenders 
that all of the conditions precedent to lending specified in Section 3.2 of 
the Loan Agreement have been and continue to be satisfied as of the date 
hereof.  Without limiting the generality of the foregoing, the Borrower 
hereby confirms that it is in compliance with all of the terms and provisions 
set forth in the Loan Agreement and each of the other Loan Documents, as 
amended hereby, on its part to be observed or performed on or prior to the 
date hereof.

    5. NO NOVATION; EFFECT; COUNTERPARTS; GOVERNING LAW.

    Except to the extent specifically amended hereby, the Loan Agreement and 
each of the other Loan Documents shall be unaffected hereby and shall remain 
in full force and effect;  this First Amendment shall not be deemed a 
novation of the Loan Agreement or any other Loan Document.  The Borrower 
hereby acknowledges, confirms and ratifies its obligations under the Loan 
Agreement and each of the other Loan Documents.  This First Amendment may be 
executed in any number of counterparts, and by the different parties on 
separate counterparts, each of which, when so executed and delivered, shall 
be an original, but all the counterparts shall together constitute one 
instrument.  This First Amendment shall be governed by the internal laws of 
The Commonwealth of Massachusetts (without reference to conflicts of law 
principles) and shall be binding upon and inure to the benefit of the parties 
hereto and their respective successors and permitted assigns.  The Borrower 
shall pay all reasonable out-of-pocket expenses of the Agent and the Lenders 
in connection with the preparation, execution and delivery of this First 
Amendment.

    6. CONSTRUCTION.

    The Borrower, by execution hereof, acknowledges and confirms that for all 
purposes of the Loan Agreement and the other Loan Documents, the term "Loan 
Agreement" shall mean the Loan Agreement as amended by and through the date 
of this First Amendment and as further amended and/or restated from time to 
time hereafter.

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<PAGE>


    IN WITNESS WHEREOF, the parties hereto have executed this First Amendment 
to Loan and Security Agreement as a sealed instrument as of the date first 
above written.

                                GANTOS, INC.


                                By:________________________________
                                
                                Name:______________________________
                                
                                Title:_____________________________
                                
                                
                                FOOTHILL CAPITAL CORPORATION, for itself 
                                and as Agent for the Lenders
                                
                                
                                
                                By: ________________________________
                                               (Title)
                                
                                
                                PARAGON CAPITAL, LLC, as a Lender
                                
                                
                                
                                By: ________________________________
                                               (Title)


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