**EXHIBIT 10.1**

**AMENDMENT TO TRANSITION SERVICESAGREEMENT**

This Amendment to the Transition Services Agreement,dated November 27, 2002, is made and entered into by and between LimitedBrands, Inc. (“Limited Brands”) and Lerner New York Holding, Inc. andNew York & Company, Inc., successor in interest  to New York & Co. Group, Inc.(collectively, “Buyer” and/or “Lerner”). Defined terms that are used but notdefined herein shall be as defined in the Agreement between Limited Brands andBuyer. The Parties wish to amend the Agreement and Schedules as described below.It is therefore agreed as follows:

1.             Section 5.02 (a) (v),is deleted in its entirety and replaced with the following:

“For any reason, upon 24-monthsadvance written notice, which notice shall be given no earlier March 1,2007, Buyer may terminate (A) all (but not less than all) LogisticsServices, (B) the Logistics Services described under the heading “ComplianceSupport Services” in Schedule III, or (C) if the Logistics Servicesdescribed under the heading “Compliance Support Services” in Schedule III havebeen terminated earlier, all (but not less than all) of the remaining LogisticsServices (such termination right, as applicable, to be exercisable more thanonce).”

2.       Section 5.02(c) is deleted in its entirety and replaced with the following:

“For any reason, upon 24-monthsadvance written notice, which notice shall be given no earlier March 1,2007, Limited Brands may terminate (A) all (but not less than all)Logistics Services, (B) the Logistics Services described under the heading“Compliance Support Services” in Schedule III, or (C) if the LogisticsServices described under the heading “Compliance Support Services” in ScheduleIII have been terminated earlier, all (but not less than all) of the remainingLogistics Services (such termination right, as applicable, to be exercisablemore than once).

3.             Section 6.0.6 (c) isdeleted in its entirety and replaced with the following:

“If to Limited Brands, to:

LimitedBrands, Inc.Three Limited ParkwayColumbus, OH  43230Fax: (614) 415-7188Attention: General Counsel

With a copy (which shall notconstitute notice for any legal proceeding) to:

Contract ServicesLimited Brands, Inc.Two Limited ParkwayColumbus, OH  43230Facsimile:  (614) 577-3051”

4.             ScheduleIII, Section 1.1 is deleted in its entirety and replaced with thefollowing:

“Except as otherwiseprovided in this Schedule III, Limited Brands’ obligation to provide orprocure, and Lerner’s obligation to purchase, the Services described in thisSchedule III (the “**Logistics Services**”)shall commence on the Closing Date and terminate on the earliest to occur of (i) thedate which is twenty four (24) months after the date on which Limited Brandsnotifies Lerner in writing that it has elected to terminate its obligation toprovide or procure the Logistics Services, which notice shall be given noearlier than March 1, 2007, (ii) the date which is twenty four (24)months after the date on which Lerner notifies Limited Brands in writing thatit has elected to terminate its obligation to purchase the Logistics Services,which notice shall be given no earlier 

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than March 1, 2007,and (iii) the date specified for such termination in the applicablesection of Section 5.02 of the Agreement, if Limited Brands or Lerner, asthe case may be, terminates the Logistics Services in accordance with Section 5.02of the Agreement. The period from the Closing Date until the date on which theLogistics Services are terminated is referred to as the “**LogisticsTerm**”.

5.             InSchedule III, Section 5.1 of the Agreement, second sentence, after “PPV”,insert “Enterprise Resource Planning (“ERP”) Systems (specifically SAP)”. Also,the following language is inserted at the end of Section 5.1: “LimitedBrands and Lerner will partner to enable both entity systems to communicate ina manner that replicates or improves the logistic support provided by LimitedBrands as of the date of this Amendment. Limited Brands will provide interfacesfor Lerner to use in order to send and receive information to and from LimitedBrands’ systems. Lerner’s obligation (and its cost) with regard to LimitedBrands’ system changes shall include but not be limited to providing technicalproject support as well as testing of the interfaces prior to implementation asspecified by Limited Brands. Limited Brands shall be responsible for all costs,other than internal Lerner labor, associated with developing the interfacesthat will be provided to Lerner. Lerner agrees that there will be no financialcharge back to Limited Brands for time spent by Lerner employees and/or itsagents or consultants on activities related to project support and testing. LimitedBrands agrees to provide Lerner, at no additional cost to Lerner (beyond thatalready included in the LLS Customary Billing method charges or as otherwisestated herein), system access and appropriate training required by Lerner inconnection with any replacement applications that are presently supported underthis Schedule III, including without limitation Rockport.

In regard to any changesto Lerner’s systems, initiated by Lerner, Lerner shall be responsible for allcosts, other than Limited Brands internal labor, associated with system changesand system compatibility matters needed for Lerner to send and receiveinformation to and from Limited Brands’ systems. Limited Brand’s obligation(and its cost) with regard to Lerner system changes shall include but not belimited to providing technical project support as well as testing of theinterfaces prior to implementation as specified by Limited Brands. LimitedBrands agrees that there will be no financial charge back to Lerner for timespent by Limited Brands employees and/or its agents or consultants onactivities related to project support and testing.”

6.             InSchedule III, add an additional paragraph as follows:

“1.13 In addition to any other fees as stated herein,Lerner shall pay a Management Fee to Limited Brands in the amounts as specifiedbelow:

Management Fee Payment Schedule
| **Fiscal Year** | ** ** | **2006** | ** ** | **2007** | ** ** | **2008**  | ** ** | **2009** | ** ** | **2010** | ** ** |
|----------------------|------------|----------|------------|----------|------------|-----------|------------|----------|------------|----------|------------|
| Management Fee       |       | $        | 500,000    |     | $          | 2,500,000 |       | $        | 2,500,000  |     | $          | 3,500,000 |   | $ | 4,000,000 |   |
|                      |            |          |            |          |            |           |            |          |            |          |            |  |  |  |  |  |

 

The payments for Fiscal Year2006 shall begin in May 2006 and continue each month thereafter in equalinstallments. For all subsequent full Fiscal Years, the Management  Fee shall be invoiced forty percent (40%) ofthe annual total in the months of February to July and sixty percent(60%) of the annual total in the months of August to January andinvoiced in equal payments over each of those semiannual periods. For eachsuccessive annual period after the Fiscal Year 2010 payments, the annual amountof the Management Fee shall cumulatively increase each year thereafter basedupon the CPI Adjustment. For any partial Fiscal Year at the end of the term,the Management Fee shall be reduced in proportion to the number of months insuch Fiscal Year that this Agreement shall be effective, and the Management Feeshall be billed and paid each month in equal installments.”

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7.             This Amendment issupplementary to and modifies the Agreement. This Amendment shall beincorporated as part of the Agreement. The terms of this Amendment supersedeprovisions in the Agreement only to the extent that the terms of this Amendmentand the Agreement expressly conflict. However, nothing in this Amendment shouldbe interpreted as invalidating the Agreement, and provisions of the Agreementwill continue to govern relations between the parties insofar as they do notexpressly conflict with this Amendment.

IN WITNESS WHEREOF, the parties hereto have executedthis Amendment as of the date first written above.
| **Lerner New York Holding, Inc.**     |       | **Limitedbrands, Inc.** |
|--------------------------------------------|------------|------------------------------|
| ** **                                 | ** ** | ** **                   |   |   |   | ** ** |
| By:                                        |       | /s/ Ronald W. Ristau    |   | By: |   | /s/ Douglas L. Williams |
| Name:                                      |       | Ronald W. Ristau             |   | Name: |   | Douglas L. Williams |
| Title:                                     |       | Chief Operating Officer and  |   | Title: |   | General Counsel |
|                                       |       | Chief Financial Officer      |   | Date: |   | April 19, 2006 |
| Date:                                      |       | April 12, 2006          |   |   |   |   |
|                                       |       |                         |   |   |   |   |
| **New York & Company, Inc.** |       |                         |   |   |
| ** **                                 |       |                         |   |   |
| By:                                        |       | /s/ Ronald W. Ristau    |   |   |   |   |
| Name:                                      |       | Ronald W. Ristau             |   |   |   |   |
| Title:                                     |       | Chief Operating Officer and  |   |   |   |   |
|                                       |       | Chief Financial Officer      |   |   |   |   |
| Date:                                      |       | April 12, 2006          |   |   |   |   |
|                                            |            |                              |  |  |  |  |  |

 

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