EXHIBIT 10.10


                         AMENDMENT AND JOINDER AGREEMENT

     This AMENDMENT AND JOINDER AGREEMENT (this "Joinder Agreement"), dated as
of June 2, 2005, by Crosstown Traders, Inc., a Delaware corporation
("Crosstown"), Figi's Inc., a Wisconsin corporation ("Figi's"), Arizona Mail
Order Company, Inc., a Delaware corporation ("Arizona"), Bedford Fair Apparel,
Inc., a Delaware corporation ("Bedford"), Figi's Business Services, Inc., a
Wisconsin corporation ("Figi's BSI"), Figi's Gifts, Inc., a Wisconsin
corporation ("Figi's Gifts"), Figi's Mail Order Gifts, Inc., a Wisconsin
corporation ("Figi's MOGI"), LM&B Catalog, Inc., a Delaware corporation
("LM&B"), Monterey Bay Clothing Company, Inc., a Delaware corporation
("Monterey") and PC Flowers & Gifts.com LLC, a Delaware limited liability
company ("PC Flowers" and together with Crosstown, Figi's, Arizona, Bedford,
Figi's BSI, Figi's Gifts, Figi's MOGI, LM&B and Monterey, collectively, the
"Crosstown Companies", and individually, a "Crosstown Company"), in favor of
Wachovia Bank, National Association, successor by merger to Congress Financial
Corporation, in its capacity as Administrative Agent, Collateral Agent and Joint
Bookrunner (in such capacities, "Agent") for the Lenders (as hereinafter
defined), and the financial institutions from time to time party to the Loan
Agreement (as hereinafter defined) as lenders (each individually, a "Lender" and
collectively, "Lenders").

                              W I T N E S S E T H :
                              - - - - - - - - - -

     WHEREAS, Charming Shoppes, Inc., a Pennsylvania corporation ("Parent"),
Charming Shoppes of Delaware, Inc., a Pennsylvania corporation ("CS Delaware"),
CSI Industries, Inc., a Delaware corporation ("CSI"), FB Apparel, Inc., an
Indiana corporation ("FB Apparel"), Catherines Stores Corporation, a Tennessee
corporation ("Catherines"), and Lane Bryant, Inc., a Delaware corporation ("LB",
and, together with Parent, CS Delaware, CSI, FB Apparel and Catherines
hereinafter referred to each individually, as a "Borrower" and collectively, as
"Borrowers"), Agent and Lenders have entered into financing arrangements
pursuant to which Agent and Lenders have made and may make loans and advances
and provide other financial accommodations to Borrowers as set forth in the
Amended and Restated Loan and Security Agreement, dated January 29, 2004, by and
among Borrowers, CS Delaware, in its capacity as agent for itself as a Borrower
and for the other Borrowers ("Borrowers' Agent"), Agent and Lenders (as the same
now exists and as may hereafter be further amended, modified, supplemented,
extended, renewed, restated or replaced, the "Loan Agreement", and together with
all agreements, documents and instruments at any time executed and/or delivered
in connection therewith or related thereto, as from time to time amended,
modified, supplemented, extended, renewed, restated or replaced, collectively,
the "Financing Agreements"); Capitalized terms not otherwise defined herein
shall have the respective meanings ascribed thereto in the Loan Agreement;

     WHEREAS, pursuant to the Consent Agreement, dated May 18, 2005, among
Agent, Required Lenders, Borrowers and Borrowers' Agent (the "Consent"), Agent
and Required Lenders consented to the consummation of the acquisition by
Chestnut Acquisition Sub, Inc., a Delaware corporation ("Chestnut"), a
wholly-owned Subsidiary of Parent, of one hundred (100%) percent of the Capital
Stock of Crosstown on the terms set forth therein; and


<PAGE>

     WHEREAS, in furtherance of the Consent, Required Lenders have authorized
Agent to join each of the Crosstown Companies as Borrowers under the Loan
Agreement and the other Financing Agreements, subject to the terms and
conditions contained herein and in the Financing Agreements; and

     NOW THEREFORE, in consideration of the foregoing, and the respective
agreements and covenants contained herein, the parties hereto agree as follows:

     1. Joinder. Each of the Crosstown Companies, by its signature below hereby
joins in and agrees to be bound by each and all of the provisions of the Loan
Agreement as Borrowers and the Amended and Restated Guarantee, dated as of
January 29, 2004, by Borrowers and Guarantors in favor of Agent and Lenders (the
"Guarantee"), and, in so doing, hereby becomes a Borrower under the Loan
Agreement. In addition, each of Chestnut, Crosstown, Figi's and Arizona, by its
signature below hereby joins in and agrees to be bound by each and all of the
provisions of the Shared Pledge Agreement, dated as of August 16, 2001, by
certain Borrowers and Guarantors in favor of Agent and Lenders (the "Pledge
Agreement"), and, in so doing, hereby becomes a Shared Subsidiary Pledgor under
the Pledge Agreement. Without limiting the generality of the foregoing, each of
the Crosstown Companies, as a Borrower, hereby: (a) grants to Agent, pursuant to
Section 5 of the Loan Agreement, a continuing security interest in and lien upon
all currently existing and hereafter acquired or arising Collateral (as such
term is defined in the Loan Agreement) other than Crosstown Securitization
Program Assets to secure the Obligations, provided, that, notwithstanding the
foregoing, Collateral shall include any interests which any Borrower or
Guarantor may acquire from Catalog Seller in any returned, repossessed or
foreclosed goods and/or merchandise the sale of which gave rise to a Crosstown
Securitized Receivable that constitutes a Crosstown Securitization Related Asset
and any Crosstown Securitized Receivables that are at any time repurchased by
any Borrower or Guarantor pursuant to the terms of the Crosstown Securitization
Transaction; (b) grants to Agent, pursuant to Section 2 of the Pledge Agreement,
a continuing security interest in and lien upon all currently existing and
hereafter acquired or arising Collateral (as defined in the Pledge Agreement)
other than Crosstown Securitization Program Assets to secure the Obligations;
(c) absolutely and unconditionally guarantees the payment of the Obligations to
Agent and Lenders pursuant to the Guarantee; and (d) agrees to be bound by the
covenants, representations, warranties, obligations, terms, conditions and other
provisions of the Loan Agreement, the Guarantee, the Pledge Agreement, the other
Financing Agreements and each other document to which a Person constituting a
Borrower is a party mutatis mutandis, and in furtherance thereof, makes all of
the representations and warranties set forth in the Loan Agreement, as amended
hereby, to the extent relating to such Crosstown Company, excluding
representations and warranties which specifically relate to an earlier date.

     2. Amendments to Loan Agreement

          (a) Additional Definitions. As used herein, in the Loan Agreement or
     in any of the other Financing Agreements, the following terms shall have
     the meanings given to them below, and the Loan Agreement shall be deemed
     and is hereby amended to include, in addition and not in limitation, the
     following definitions in their proper alphabetical order:



                                       2
<PAGE>

               "Catalog Seller" shall mean Catalog Seller LLC, a Delaware
          limited liability company, and its successors and assigns.

               "Crosstown Originators" shall mean, collectively, Crosstown
          Traders, Inc., its Subsidiaries (other than the Figi Companies) and
          their respective successors and assigns; each sometimes being referred
          to herein individually as a "Crosstown Originator".

               "Crosstown Originator Accounts" shall mean revolving charge
          accounts maintained by a Crosstown Originator, including accounts that
          have been written off as uncollectible.

               "Crosstown Securitization Program Assets" means (a) all Crosstown
          Securitized Receivables, (b) all Crosstown Securitization Related
          Assets, and (c) all collections (including recoveries) and other
          proceeds of the assets described in the foregoing clauses; provided,
          that, Crosstown Securitization Program Assets shall not include
          Crosstown Securitized Receivables that are at any time repurchased by
          any Borrower or Guarantor in accordance with the terms of the
          Crosstown Securitization Transaction.

               "Crosstown Securitization Transaction" shall mean the transaction
          or series of transactions (whether on-balance sheet or off-balance
          sheet, in the form of a sale, a loan or other transaction) entered
          into by the Crosstown Originators pursuant to which the Crosstown
          Originators may (directly or indirectly) sell, convey or otherwise
          transfer to Catalog Seller, or may grant a security interest in, any
          Crosstown Securitization Program Assets (whether now existing or
          arising in the future).

               "Crosstown Securitized Receivables" means all rights to payment
          of a Crosstown Originator in respect of Crosstown Originator Accounts,
          whether constituting finance charges, amounts billed in respect of
          purchases of merchandise or services, credit insurance premiums,
          rights to interchange, returned check or other charges, fees or other
          amounts.

               "Crosstown Securitization Related Assets" means with respect to
          Crosstown Securitized Receivables: (a) any rights, remedies, powers
          and privileges with respect to the Crosstown Securitized Receivables
          (including rights in respect of Liens securing such Crosstown
          Securitized Receivables and other credit support in respect of such
          Crosstown Securitized Receivables), (b) all funds received from or on
          behalf of the obligors thereon, or applied to amounts owed by such
          obligors (including without limitation insurance payments and proceeds
          of sale or other disposition of Crosstown Securitized Receivables),
          (c) all contracts, books and records that relate to the Crosstown
          Securitized Receivables, (d) any proceeds of such Crosstown
          Securitized Receivables and any lockboxes or accounts in which such
          proceeds are deposited, (e) any warranty, indemnity,


                                       3
<PAGE>

          dilution and other intercompany claim arising out of the documents
          pursuant to which Crosstown Securitized Receivables are securitized
          and (f) other assets of Crosstown Originators which are customarily
          transferred or in respect of which Liens are customarily granted in
          connection with asset securitization transactions involving accounts
          receivable; provided, that, the Crosstown Securitization Related
          Assets shall not include any interests which any Borrower or Guarantor
          may acquire from Catalog Seller in any returned, repossessed or
          foreclosed goods and/or merchandise the sale of which gave rise to a
          Crosstown Securitized Receivable that constitutes a Crosstown
          Securitization Related Asset.

               "Figi Companies" shall mean collectively, Figi's Inc., its
          Subsidiaries and their respective successors and assigns.

          (b) Amendment to Definition of Excluded Subsidiaries. The definition
     of Excluded Subsidiaries set forth in Section 1.73 of the Loan Agreement is
     hereby amended to include GHR Investment Corp., a Minnesota corporation,
     and GHR Systems, Inc., a Pennsylvania corporation, each an indirect
     Subsidiary of Crosstown.

          (c) Excluded Collateral. Section 5.2 of the Loan Agreement is hereby
     amended by inserting the following prior to the period at the end of such
     Section:

             "and (i) all Crosstown Securitization Program Assets".

          (d) Events of Default. Section 10.1(q) of the Loan Agreement is hereby
     amended by inserting the following prior to the semicolon at the end of
     such Section:

               "or Catalog Seller shall fail to (x) make settlements in an
          aggregate amount in excess of $5,000,000 on each Business Day and such
          failure shall continue for five (5) consecutive Business Days (except
          for delays arising solely from force majeure, in which case such
          failure to make settlements on each Business Day shall not continue
          for more than eight (8) Business Days) with respect to amounts owed to
          Crosstown pursuant to the Crosstown Securitization Transaction or (y)
          remit to Crosstown all funds it receives in respect of amounts owed to
          Crosstown pursuant to the Crosstown Securitization Transaction no
          later than the same Business Day it receives such funds"

     3. Crosstown Securitization Transaction.

          (a) In furtherance of the Consent, the parties hereto acknowledge that
     (i) the Crosstown Originators are the originators of the Crosstown
     Securitized Receivables, (ii) the Crosstown Originators (other than
     Crosstown) will transfer Crosstown Securitization Program Assets to
     Crosstown, and Crosstown will in turn transfer Crosstown Securitization
     Program Assets to Catalog Seller, on a continuous basis pursuant to the
     terms of the Crosstown Securitization Transaction, so that new Crosstown
     Securitization Program Assets are transferred concurrently with their
     origination, (iii) Catalog Seller will pay Crosstown for such Crosstown
     Securitization Program Assets as soon as cash is made available to it for
     such purposes under the


                                       4
<PAGE>

     terms of the related securitization documents, taking into account the
     required allocation of collections to investors in the Crosstown
     Securitization Transaction and the fact that new receivables may be
     originated at a rate that is faster or slower than the rate at which
     collections are received, and (iv) Catalog Seller will not have a security
     interest in or lien upon any assets or properties of the Crosstown
     Originators other than the Crosstown Securitization Program Assets.

          (b) The parties hereto hereby agree that (i) Borrowers shall cause the
     securitization investors in the Crosstown Securitization Program Assets
     (the "Crosstown Securitization Investors") to agree, for the benefit of
     Agent, that Agent shall have reasonable access to any books and records of
     Borrowers, and use any equipment (including data processing equipment) of
     Borrowers, that may be in the possession or control of the Crosstown
     Securitization Investors during reasonable business hours, at the expense
     of Agent and Lenders (for the account of the Borrowers) and without any
     obligation to pay rent or compensation to Borrowers or the Crosstown
     Securitization Investors, to the extent necessary to enforce its rights and
     remedies pursuant to the Loan Agreement in respect of the Collateral, and
     (ii) to the extent such an agreement is obtained by Borrowers, the parties
     hereto shall agree that the Crosstown Securitization Investors may have
     reasonable access to any books and records of Borrowers, and to use any
     equipment (including data processing equipment) of Borrowers, that may be
     in the possession or control of Agent or any Lender during reasonable
     business hours, at their own expense but without any obligation to pay rent
     or compensation to Borrowers, Agent or Lenders, to the extent necessary to
     service and collect upon the Crosstown Securitization Program Assets. Any
     expenses incurred by Agent and Lenders hereunder shall constitute
     additional Obligations.

     4. Conditions Precedent. The joinder of the Crosstown Companies provided
for herein shall be effective as of the date hereof, but only upon the
satisfaction of each of the following conditions precedent, in a manner
reasonably satisfactory to Agent:

          (a) Agent shall have received a counterpart of this Joinder Agreement,
     duly executed and delivered by each Crosstown Company;

          (b) Agent shall have received, in form and substance reasonably
     satisfactory to Agent, all releases, terminations and such other documents
     as Agent may reasonably request to evidence and effectuate the termination
     by Bank of America, NA, CapitalSource Finance LLC, J.P. Morgan Partners
     (SBIC), LLC and J.P. Morgan Partners (23A SBIC), L.P. of their respective
     financing arrangements with the Crosstown Companies and the termination and
     release by it or them, as the case may be, of any interest in and to any
     assets and properties of each Crosstown Company, duly executed (if
     applicable) and delivered by it or each of them, including, but not limited
     to, (i) UCC termination statements for all UCC financing statements
     previously filed by it or any of them or their predecessors, as secured
     party and any Crosstown Company, as debtor; (ii) releases of trademarks,
     patents and copyrights previously filed by it or any of them or their
     predecessors against any Crosstown Company, and (iii) satisfactions and
     discharges of any mortgages, deeds of trust or deeds to secure debt by any
     Crosstown Company in favor of it or any of them, in form acceptable for
     recording with the appropriate Governmental Authority;



                                       5
<PAGE>

          (c) Agent shall have received, in form and substance satisfactory to
     Agent, evidence that Agent will have a valid perfected first priority
     security interest in all of the Collateral of each Crosstown Company upon
     the filing of UCC financing statements naming Agent, as secured party, and
     each Crosstown Company, as debtor, and a valid perfected first priority
     security interest in all of the Collateral of each Crosstown Company
     constituting deposit accounts (other than the deposit accounts listed on
     Schedule 1 hereto) upon the execution and delivery of the Crosstown Blocked
     Account Agreements (as hereinafter defined);

          (d) Agent shall have received originals of the stock certificates
     representing all of the issued and outstanding shares of the Capital Stock
     of Chestnut and each Crosstown Company, in each case together with stock
     powers duly executed in blank with respect thereto;

          (e) Agent shall have received, in form and substance reasonably
     satisfactory to Agent, each of the following (collectively, the "Trademark
     Agreements"): (i) the Trademark Collateral Assignment and Security
     Agreement among Figi's, Figi's BSI, Figi's Gifts, Figi's MOGI and Agent,
     duly executed and delivered by Figi's, Figi's BSI, Figi's Gifts and Figi's
     MOGI and (ii) the Trademark Collateral Assignment and Security Agreement
     among Arizona, Bedford, LM&B, Monterey and Agent, duly executed and
     delivered by Arizona, Bedford, LM&B and Monterey;

          (f) Agent shall have received, in form and substance reasonably
     satisfactory to Agent, each of the following (collectively, the "Copyright
     Agreements"): (i) the Copyright Collateral Assignment and Security
     Agreement among Figi's, Figi's BSI, Figi's Gifts, Figi's MOGI and Agent,
     duly executed and delivered by Figi's, Figi's BSI, Figi's Gifts and Figi's
     MOGI and (ii) the Copyright Collateral Assignment and Security Agreement
     among Arizona, Bedford, LM&B, Monterey and Agent, duly executed and
     delivered by Arizona, Bedford, LM&B and Monterey;

          (g) Agent shall have received, in form and substance reasonably
     satisfactory to Agent, the Collateral Assignment of Acquisition Agreements,
     by Chestnut and Parent in favor of Agent and Lenders, duly executed and
     delivered by Chestnut and Parent;

          (h) Agent shall have received, in form and substance reasonably
     satisfactory to Agent, a Secretary's Certificate for each Crosstown
     Company;

          (i) Agent shall have received, in form and substance reasonably
     satisfactory to Agent, good standing certificates (or its equivalent) for
     Chestnut and each Crosstown Company from the Secretary of State (or
     comparable official) of the jurisdiction of incorporation or formation of
     Chestnut and each Crosstown Company and each jurisdiction in which Chestnut
     and each Crosstown Company is authorized to transact business;

          (j) Agent shall have received UCC, Federal and State tax lien and
     judgment lien search results against Chestnut and each Crosstown Company in
     all relevant jurisdictions, as determined by Agent, which search results
     shall be in form and substance reasonably satisfactory to Agent;



                                       6
<PAGE>

          (k) Agent shall have received, in form and substance reasonably
     satisfactory to Agent, true, correct and complete copies of the Stock
     Purchase Agreement described in the Consent and the other agreements,
     documents and instruments to be executed and/or delivered by any Borrower
     or Guarantor in connection therewith or related thereto (collectively, the
     "Acquisition Documents");

          (l) Agent shall have received for the Crosstown Companies, in form and
     substance satisfactory to Agent, evidence of insurance and loss payee
     endorsements required under the Loan Agreement and under the other
     Financing Agreements and certificates of insurance policies and/or
     endorsements naming Agent as loss payee; and

          (m) Agent shall have received, in form and substance reasonably
     satisfactory to Agent, such opinion letters of counsel to the Crosstown
     Companies with respect to the Joinder Documents (as hereinafter defined),
     the Acquisition Documents and such other matters as Agent may reasonably
     request.

     5. Representations, Warranties and Covenants. Each of the Crosstown
Companies, jointly and severally, represents, warrants and covenants with and to
Agent and Lenders as follows, which representations, warranties and covenants
are continuing and shall survive the execution and delivery hereof, and the
truth and accuracy of, or compliance with each, together with the
representations, warranties and covenants in the other Financing Agreements,
being a continuing condition of the making of Loans by Lenders to Borrowers:

          (a) within sixty (60) days of the date hereof (or such later date as
     Agent may in its discretion agree in writing), Borrowers shall deliver to
     Agent, in form and substance reasonably satisfactory to Agent, Collateral
     Access Agreements, between each Crosstown Company and any lessor of
     premises to any Crosstown Company, or any other person to whom any
     Collateral is consigned or who has custody, control or possession of any
     such Collateral or is otherwise the owner or operator of any premises on
     which any of such Collateral is located (excluding Retail Store locations
     and any office location which is not a chief executive office), in each
     case duly executed and delivered by such Crosstown Company and such lessor
     or other person;

          (b) within sixty (60) days of the date hereof (or such later date as
     Agent may agree in writing), Borrowers shall deliver to Agent, in form and
     substance reasonably satisfactory to Agent, Deposit Account Control
     Agreements by and among Agent, each Crosstown Company and each of Bank of
     America, NA, JP Morgan Chase Bank, Wells Fargo Bank, NA, Marshal & Ilsey
     and any other bank at which a Blocked Account of a Crosstown Company is
     maintained, in each case duly executed and delivered by such Crosstown
     Company and such bank (collectively, the "Crosstown Blocked Account
     Agreements");

          (c) within sixty (60) days of the date hereof (or such later date as
     Agent may agree in writing), Borrowers shall deliver to Agent, in form and
     substance reasonably satisfactory to Agent, (i) Credit Card Acknowledgments
     by any Credit Card Issuer or Credit Card Processor which is a party to a
     Credit Card Agreement with any Crosstown Company, in each case duly
     executed and delivered by such Crosstown Company and such Credit Card
     Issuer


                                       7
<PAGE>

     or Credit Card Processor in favor of Agent and (ii) a Credit Card
     Acknowledgment duly executed and delivered by Crosstown and Catalog Seller
     in favor of Agent;

          (d) the execution, delivery, and performance of this Joinder
     Agreement, the other Joinder Documents and any other Financing Agreements
     to which any Crosstown Company is party are within its corporate or limited
     liability powers, as the case may be, and have been duly authorized by all
     necessary corporate or limited liability company action, and do not and
     will not (i) violate any provision of federal, state, or local law or
     regulation, organizational documents Agreement of such Crosstown Company,
     or any order, judgment, or decree of any court or other Governmental
     Authority binding on such Crosstown Company, (ii) conflict with, result in
     a breach of, or constitute (with due notice or lapse of time or both) a
     default under any Material Contract of such Crosstown Company, (iii) result
     in or require the creation or imposition of any Lien of any nature
     whatsoever upon any properties or assets of such Crosstown Company or any
     other Borrower and Guarantor, other than the Permitted Liens, or (iv)
     require any approval of the holders of the Capital Stock of such Crosstown
     Company, or any approval or consent of any Person under any Material
     Contract of such Crosstown Company, other than those already obtained prior
     to the effective date hereof;

          (e) this Joinder Agreement and the other agreements, documents and
     instruments to be executed and/or delivered by any Borrower or Guarantor in
     connection herewith or related hereto (together with this Joinder
     Agreement, collectively, the "Joinder Documents") and any and all other
     Financing Agreements to which such Crosstown Company is made party
     hereunder constitute its legal, valid, and binding obligations, enforceable
     against each of the Crosstown Companies in accordance with their respective
     terms;

          (f) the chief executive office and federal taxpayer identification
     number of each Crosstown Company is as is set forth on Schedule 2 hereto;

          (g) each other representation and warranty applicable to such
     Crosstown Company as a Person comprising a Borrower under the Financing
     Agreements is and will be true and correct as of the date hereof, excluding
     any representations and warranties which specifically relate to an earlier
     date; and

          (h) as of the date of this Joinder Agreement, and after giving effect
     to the provisions of the Joinder Documents and the Acquisition Documents,
     no Default or Event of Default exists or has occurred and is continuing.

     6. Binding Effect. This Joinder Agreement is binding upon and enforceable
against each of the Crosstown Companies, Agent and Lenders and their successors
and assigns and shall inure to the benefit of and may be enforced Agent and
Lenders and their respective successors and assigns.

     7. Financing Agreement References.

          (a) This Joinder Agreement is a Financing Agreement.



                                       8
<PAGE>

          (b) Each reference in the Financing Agreements to "Borrower",
     "Obligor", "Guarantor", "Shared Subsidiary Pledgor" or words of like import
     referring to a person composing a Borrower shall include and refer to each
     of the Crosstown Companies.

          (c) Each reference in the Guarantee and the other Financing Agreements
     to this "Agreement", "hereunder", "herein", "hereof', "thereunder",
     "therein", "thereof', or words of like import referring to the Loan
     Agreement, the Guarantee, the Pledge Agreement, or any other Financing
     Agreement shall mean and refer to each such agreement as supplemented by
     this Joinder Agreement.

     8. Further Assurances. Each of the Crosstown Companies shall execute and
deliver to Agent all financing statements, continuation financing statements,
security agreements, chattel mortgages, pledges, assignments, supplements in
respect of any of the foregoing, endorsements of certificates of title,
applications for title, affidavits, reports, notices, schedules of accounts,
letters of authority, and all other documents that Agent may reasonably request,
in accordance with the terms of the Financing Agreements, to perfect and
continue perfected Agent's security interests in the Collateral and in order to
fully consummate all of the transactions contemplated under this Joinder
Agreement, the Consent and the other Financing Agreements.

     9. Governing Law. The validity, interpretation and enforcement of this
Joinder Agreement and any dispute relating thereto arising out of the
relationship between the parties hereto, whether in contract, tort, equity or
otherwise, shall be governed by the internal laws of the State of New York
without regard to principles of conflicts of laws, but excluding any rule of law
that would cause the application of the law of any jurisdiction other than the
laws of the State of New York.

     10. Counterparts. This Joinder Agreement may be executed in any number of
counterparts, each of which shall be an original, but all of which taken
together shall constitute one and the same agreement. Delivery of an executed
counterpart of this Joinder Agreement by telefacsimile shall have the same force
and effect as the delivery of an original executed counterpart of this Joinder
Agreement. Any party delivering an executed counterpart of this Joinder
Agreement by telefacsimile shall also deliver an original executed counterpart,
but the failure to do so shall not affect the validity, enforceability or
binding effect of such agreement.

                            [SIGNATURE PAGE FOLLOWS]








                                       9
<PAGE>



         IN WITNESS WHEREOF, the parties hereto have duly executed this Joinder
Agreement, as of the date first above written.

                                                 CROSSTOWN TRADERS, INC.

                                                 By:_________________________

                                                 Title:  _______________________

                                                 FIGI'S INC.

                                                 By:_________________________

                                                 Title:  _______________________

                                                 ARIZONA MAIL ORDER COMPANY,
                                                 INC.

                                                 By:_________________________

                                                 Title:  _______________________

                                                 BEDFORD FAIR APPAREL, INC.

                                                 By:_________________________

                                                 Title:  _______________________

                                                 FIGI'S BUSINESS SERVICES, INC.

                                                 By:_________________________

                                                 Title:  _______________________

                                                 FIGI'S GIFTS, INC.

                                                 By:_________________________

                                                 Title:  _______________________




                       [SIGNATURES CONTINUED ON NEXT PAGE]



<PAGE>


                    [SIGNATURES CONTINUED FROM PREVIOUS PAGE]

                                                 FIGI'S MAIL ORDER GIFTS, INC.

                                                 By:_________________________

                                                 Title:  _______________________

                                                 LM&B CATALOG, INC.

                                                 By:_________________________

                                                 Title:  _______________________

                                                 MONTEREY BAY CLOTHING
                                                 COMPANY, INC.

                                                 By:_________________________

                                                 Title:  _______________________

                                                 PC FLOWERS & GIFTS.COM LLC

                                                 By:_________________________

                                                 Title:  _______________________


















                       [SIGNATURES CONTINUED ON NEXT PAGE]


<PAGE>


                    [SIGNATURES CONTINUED FROM PREVIOUS PAGE]

ACKNOWLEDGED AND AGREED:

CHARMING SHOPPES, INC.

By:   ____________________
      Eric M. Specter
      Executive Vice President

CHARMING SHOPPES OF DELAWARE,  INC.

By:   ____________________
      Eric M. Specter
      Vice President

CSI INDUSTRIES, INC.

By:   _____________________
      Eric M. Specter
      Vice President

FB APPAREL, INC.

By:   ____________________
      Eric M. Specter
      Vice President

LANE BRYANT, INC.

By:   _____________________
      Eric M. Specter
      Executive Vice President

CATHERINES STORES CORPORATION

By:   _____________________
      Eric M. Specter
      Executive Vice President



                       [SIGNATURES CONTINUED ON NEXT PAGE]



<PAGE>


                    [SIGNATURES CONTINUED FROM PREVIOUS PAGE]

CHARMING SHOPPES OF DELAWARE, INC.,
as Borrowers' Agent

By:   _____________________
      Eric M. Specter
      Vice President

CHESTNUT ACQUISITION SUB, INC.

By:   _____________________
      Colin D. Stern
      Vice President

AGENT

WACHOVIA BANK, NATIONAL ASSOCIATION,
  as Agent, on behalf of itself and the Required Lenders

By:_____________________________

Title:____________________________


<PAGE>


                                   SCHEDULE 1

                           Excluded Crosstown Accounts


Wells Fargo Bank
Bedford Fair Apparel
Credit Card Settlement
6355059754

Wells Fargo Bank
LM & B Catalog
Credit Card Settlement
6355065388

Wells Fargo Bank
Monterey Bay Clothing
Credit Card Settlement
4100173897

JPMorgan Chase Bank (formerly Bank One)
Arizona Mail Order
Credit Depository Account
634888481

JPMorgan Chase Bank (formerly Bank One)
Bedford Fair Apparel
Credit Depository Account
634888499

JPMorgan Chase Bank (formerly Bank One)
LM & B Catalog
Credit Depository Account
634888507

JPMorgan Chase Bank (formerly Bank One)
Monterey Bay Clothing
Credit Depository Account
635885700


<PAGE>


                                   SCHEDULE 2

       Chief Executive Offices and Federal Taxpayer Identification Numbers
       -------------------------------------------------------------------


<TABLE>
<CAPTION>
Company                             Chief Executive Office    Federal Taxpayer
                                                            Identification Number
----------------------------------- ----------------------- ---------------------
<S>                                 <C>                     <C>
Crosstown Traders, Inc.             3740 East 34th Street        05-0535617
                                    Tucson, AZ
----------------------------------- ----------------------- ---------------------
Figi's Inc.                         3200 South Maple Avenue      93-0791385
                                    Marshfield, WI 54449
----------------------------------- ----------------------- ---------------------
Arizona Mail Order Company, Inc.    3740 East 34th Street        41-1916359
                                    Tucson, AZ
----------------------------------- ----------------------- ---------------------
Bedford Fair Apparel, Inc.          Greenwich Office Park        06-1533551
                                    51 Weaver Street
                                    Building #2
                                    Greenwich, CT
----------------------------------- ----------------------- ---------------------
Figi's Business Services, Inc.      3200 South Maple Avenue      39-1414983
                                    Marshfield, WI 54449
----------------------------------- ----------------------- ---------------------
Figi's Gifts, Inc.                  3200 South Maple Avenue      39-1389176
                                    Marshfield, WI 54449
----------------------------------- ----------------------- ---------------------
Figi's Mail Order Gifts, Inc.       3200 South Maple Avenue      41-1950727
                                    Marshfield, WI 54449
----------------------------------- ----------------------- ---------------------
LM&B Catalog, Inc.                  Greenwich Office Park        86-0985729
                                    51 Weaver Street
                                    Building #2
                                    Greenwich, CT
----------------------------------- ----------------------- ---------------------
Monterey Bay Clothing Company, Inc. 5857 Owens Avenue
                                    Carlsbad, CA                 11-3712076
----------------------------------- ----------------------- ---------------------
PC Flowers & Gifts.com LLC          3740 East 34th Street
                                    Tucson, AZ                   41-1974437
----------------------------------- ----------------------- ---------------------
</TABLE>