REVOLVING
NOTE


 


	$24,000,000.00	May 31, 2012


 


FOR VALUE RECEIVED, the undersigned, Frederick’s
of Hollywood Group Inc., a New York corporation (“Group”), FOH Holdings, Inc., a Delaware corporation (“Parent”),
Frederick’s of Hollywood Inc., a Delaware corporation (“Frederick’s”), Frederick’s of Hollywood
Stores, Inc., a Nevada corporation (“Stores”), and Hollywood Mail Order, LLC, a Nevada limited liability company
(“Mail Order” and together with Group, Parent, Frederick’s and Stores, individually, each individually
a “Borrower”, and collectively, the “Borrowers”), hereby jointly and severally promise to
pay to the order of SALUS CAPITAL PARTNERS, LLC (“Lender”), on the Termination Date described in the Credit
and Security Agreement, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time,
the “Credit Agreement”) and entered into between Borrowers and Lender, at Lender’s office at 197 First
Avenue, Suite 250, Needham, MA 02494, or at any other place designated at any time by the Lender, in lawful money of the United
States of America and in immediately available funds, the principal sum of TWENTY FOUR MILLION AND NO/100 DOLLARS ($24,000,000.00)
or the aggregate unpaid principal amount of all Advances under the Line of Credit (as defined in the Credit Agreement), whichever
is less, on such date or dates as are required by the Credit Agreement, and to pay interest on the unpaid principal amount from
time to time outstanding hereunder, in like money, at such office at the rates and at such times as are set forth in the Credit
Agreement. This Revolving Note may be prepaid only in accordance with the Credit Agreement.


 


This Revolving Note is the Revolving Note
referred to in the Credit Agreement, and is subject to the terms of the Credit Agreement, which provides, among other things, for
the acceleration of this Revolving Note. This Revolving Note is secured, among other things, by the Credit Agreement and the Security
Documents as defined in the Credit Agreement, and by any other security agreements, mortgages, deeds of trust, assignments or other
instruments or agreements that may subsequently be given for good and valuable consideration as security for this Revolving Note.


 


Presentment or other demand for payment,
notice of dishonor and protest are expressly waived.


 


THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE SUBSTANTIVE LAWS (OTHER THAN CONFLICT LAWS) OF THE STATE OF NEW YORK.


 


[SIGNATURES APPEAR
ON FOLLOWING PAGE]


 



    	 



    	 



    

 


IN WITNESS WHEREOF, each of the
Borrowers has caused this Revolving Note to be executed and delivered by its duly authorized officer on the date first above written.


 


	 	FREDERICK’S OF HOLLYWOOD GROUP
	 	INC.
	 	 	 
	 	By:	s/ Thomas Rende
	 	 	Thomas Rende
	 	 	Chief Financial Officer
	 	 	 
	 	FOH HOLDINGS, INC.
	 	 	 
	 	By:	s/ Thomas Rende 
	 	 	Thomas Rende
	 	 	Chief Financial Officer
	 	 	 
	 	FREDERICK’S OF HOLLYWOOD, INC.
	 	 	 
	 	By:	s/ Thomas Rende 
	 	 	Thomas Rende
	 	 	Chief Financial Officer
	 	 	 
	 	FREDERICK’S OF HOLLYWOOD STORES,
	 	INC.
	 	 	 
	 	By:	s/ Thomas Rende 
	 	 	Thomas Rende
	 	 	Chief Financial Officer
	 	 	 
	 	HOLLYWOOD MAIL ORDER, LLC
	 	 	 
	 	By:	s/ Thomas Rende 
	 	 	Thomas Rende
	 	 	Chief Financial Officer


 


[Signature Page to Revolving Note]