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                                                                   EXHIBIT 10.28

                              EMPLOYMENT AGREEMENT
                                (WILLIAM E. MAY)

         THIS AGREEMENT is effective as of February 23, 2004 by and between TOO,
INC., a Delaware corporation (the "Company"), and WILLIAM E. MAY (the
"Executive") (hereinafter collectively referred to as "the parties").

         WHEREAS, the Executive has served as a key executive of the Company and
possesses an intimate knowledge of the business and affairs of the Company and
its policies, procedures, methods and personnel; and

         WHEREAS, the Company has determined that it is essential and in its
best interests to retain the services of key management personnel and to ensure
their continued dedication and efforts; and

         WHEREAS, the Compensation Committee of the Board of Directors of the
Company (the "Board") has determined that it is in the best interest of the
Company to secure the continued services and employment of the Executive and the
Executive is willing to render such services on the terms and conditions set
forth herein.

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

         1.       TERM. The initial term of employment under this Agreement
shall be for the period commencing on the effective date of this Agreement (the
"Commencement Date") and ending on the third anniversary of the Commencement
Date (the "Initial Term"); provided, however, that upon the expiration of the
second anniversary of the Commencement Date and on the anniversary date of each
year thereafter (the "Renewal Date"), the term of this Agreement shall be
automatically extended for a period of one year, unless either the Company or
the Executive shall have given written notice to the other at least ninety (90)
days prior to the Renewal Date that the term of this Agreement shall not be so
extended. Notwithstanding the above, if a Change in Control (as defined below)
of the Company occurs during the term of this Agreement, the term of this
Agreement will be extended for two (2) years from the date of the Change in
Control.

         2.       EMPLOYMENT.

                  (a)      POSITION. The Executive shall be employed as the
Executive Vice President and Chief Operating Officer or such other position of
reasonably comparable or greater status and responsibilities as may be
determined by the Board. The Executive shall perform the duties, undertake the
responsibilities and exercise the authority customarily performed, undertaken
and exercised by persons employed in a similar executive capacity.

                  (b)      OBLIGATIONS. The Executive agrees (1) to devote the
Executive's best efforts and full business time and attention to the business
and affairs of the Company; (2) to exercise the highest degree of loyalty and
care with respect to the affairs of the Company; and (3) not to commit any
willful or intentional act with an objective to harm the Company's business or
reputation. The foregoing, however, shall not preclude the Executive from
serving on corporate, civic or charitable boards or committees or managing
personal

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investments, so long as such activities do not interfere with the performance of
the Executive's responsibilities hereunder.

         3.       BASE SALARY. Effective as of February 23, 2004, the Company
agrees to pay or cause to be paid to the Executive a minimum annual Base Salary
of $475,000 (hereinafter referred to as the "Base Salary"). This Base Salary
will be subject to annual review and may be increased from time to time by the
Board considering factors such as the Executive's responsibilities, compensation
of executives in other companies, performance of the Executive and other
pertinent factors. Such Base Salary shall be payable in accordance with the
Company's customary practices applicable to similarly situated executives of the
Company.

         4.       EQUITY COMPENSATION. On February 23, 2004, the Company will
grant the Executive options to purchase 75,000 shares of common stock of the
Company at an exercise price equal to the closing price of such stock on that
date and vesting 25% per year of continued employment from the date of grant.
Thereafter, the Company shall grant to the Executive rights to receive shares of
the Company's common stock and options to acquire shares of the Company's common
stock as the Board or Compensation Committee of the Board determines.

         5.       EMPLOYEE BENEFITS. The Executive shall be entitled to
participate in tax-qualified and nonqualified deferred compensation and
retirement plans, group term life insurance plans, short-term and long-term
disability plans, employee benefit plans, practices, and programs maintained by
the Company and made available to similarly situated executives generally, and
as may be in effect from time to time. Further, in lieu of other salary
payments, in the event of the Executive's Disability, the Executive shall be
entitled to the payments specified in Section 11(c)(5) hereof during the
Executive's Disability, even though the Executive's employment is not terminated
as a result of such Disability.

         6.       BONUS AND LONG-TERM INCENTIVES. The Executive shall be
entitled to participate in such Company bonus and long-term incentive
compensation programs which include similarly situated executives of the Company
as may exist from time to time (the "Incentive Plans"). The Executive's
participation in such Incentive Plans, practices and programs shall be on the
same general basis and terms as are applicable to similarly situated executives
of the Company, although bonuses, target levels and criteria may differ among
such executives as determined by the Board or Compensation Committee of the
Board. Initially, the Executive's Incentive Compensation Plan participation
percentage shall be 70%.

         7.       OFFICE AND FACILITIES. The Executive shall be provided with
appropriate offices and with such secretarial and other support facilities as
are commensurate with the Executive's status with the Company and adequate for
the performance of the Executive's duties hereunder.

         8.       EXPENSES. Subject to applicable Company policies, the
Executive shall be entitled to receive prompt reimbursement of all expenses
reasonably incurred by the Executive in connection with the performance of the
Executive's duties hereunder or for promoting, pursuing or otherwise furthering
the business or interests of the Company including, without limitation, travel,
automobile, and meal and entertainment expenses.

         9.       VACATION. The Executive shall be entitled to four weeks of
annual vacation or, if greater, in accordance with the policies as periodically
established by the Board for similarly situated executives of the Company.

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         10.      DEFINITIONS, TERMS AND CONDITIONS. The Executive's employment
hereunder is subject to the following terms and conditions:

                  (a)      CAUSE. "Cause" means that the Executive:

                           (1)      was grossly negligent in the performance of
Executive's duties with the Company (other than a failure resulting from the
Executive's incapacity due to physical or mental illness) causing material harm
to the Company; or

                           (2)      has pled "guilty" or "no contest" to or has
been convicted of an act which is defined as a felony under federal or state
law; or

                           (3)      engaged in intentional misconduct or fraud
which caused, or could reasonably be expected to cause, material harm to the
Company's business or its reputation; or

                           (4)      committed a material breach of this
Agreement (including a violation of the noncompete and nondisclosure provisions)
which is materially and demonstrably injurious to the Company.

                  (b)      CHANGE IN CONTROL. "Change in Control" means a Change
in Control as defined in the Executive's Executive Agreement.

                  (c)      DISABILITY. "Disability" means "Total Disability" as
defined in the Too, Inc. Long-Term Disability Program (effective October 1,
1999) or any amended or successor plan (the "Disability Plan").

                  (d)      DISABILITY DATE. "Disability Date" means the date the
Executive's Disability began.

                  (e)      EXECUTIVE AGREEMENT. "Executive Agreement" means the
Executive Agreement between the Company and the Executive dated as of September
15, 2000, as well as any such amended, successor, or substituted agreement.

                  (f)      GOOD REASON. "Good Reason" means Good Reason as
defined in the Executive's Executive Agreement.

                  (g)      NOTICE OF TERMINATION. "Notice of Termination" means
a written notice indicating the specific termination provision in this Agreement
relied upon and setting forth in reasonable detail the facts and circumstances
claimed to provide a basis for termination of the employment under the provision
so indicated. Except for a termination for Cause or Disability, any termination
of employment by the Company or by the Executive shall be communicated by a
Notice of Termination to the other party thirty (30) days prior to the
Termination Date. However, the Company may elect to pay the Executive thirty
(30) days of Base Salary in lieu of thirty (30) days written notice. If the
Company notifies the Executive that it will pay the Executive in lieu of thirty
(30) days written notice, the Company may deny the Executive further access to
the Company's offices subject to the Executive's right to recover any personal
effects at an agreed upon time. For purposes of this Agreement, no such
purported termination of employment shall be effective without a Notice of
Termination.

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                  (h)      PRO-RATED BONUS AMOUNT. "Pro-Rated Bonus Amount"
means any accrued but unpaid bonus for a completed bonus period, plus a
pro-rated portion of the Executive's semi-annual bonus calculated as of the
Termination Date. The portion of the semi-annual bonus payment shall be the
amount of semi-annual bonus payable to the Executive with respect to the bonus
period in which the Termination Date occurs, based on the actual financial
performance of the Company for such bonus period, pro-rated by multiplying such
amount by a fraction, the numerator of which is the number of days during the
bonus period which occur prior to the Termination Date, and the denominator of
which is one hundred eighty-two and one-half (182-1/2).

                  (i)      RETIREMENT. "Retirement" means the voluntary
resigning of employment by the Executive for the purpose of retiring which
resignation occurs after the last day in the month in which the Executive turns
age sixty-five (65).

                  (j)      TERMINATION DATE. "Termination Date" means in the
case of the Executive's death, the date of death, or in all other cases, the
date specified in the Notice of Termination; provided, however, that if the
Executive's employment is terminated by the Company due to Disability, the date
specified in the Notice of Termination shall be subject to Section 11(c) of this
Agreement.

         11.      TERMINATION OF EMPLOYMENT; COMPENSATION UPON TERMINATION.

                  (a)      TERMINATION BY COMPANY WITH CAUSE, OR VOLUNTARY
TERMINATION BY EXECUTIVE. The Company shall be entitled to immediately terminate
the Executive's employment for Cause after giving a Notice of Termination. Such
Notice of Termination shall state in detail the particular act or acts or
failure or failure to act that constitute the grounds on which the proposed
termination for Cause is based. The Executive may voluntarily terminate
employment for any reason after giving a Notice of Termination. If during the
term of this Agreement (including any extensions thereof), the Executive's
employment is terminated by the Company for Cause, or if the Executive
voluntarily terminates employment, the Company's sole obligation hereunder shall
be to pay or reimburse the Executive (or facilitate a tax qualified rollover of)
the following amounts:

                           (1)      the Executive's accrued Base Salary and
accrued vacation not paid as of the Termination Date;

                           (2)      the Executive's vested benefits as of the
Termination Date pursuant to the Company's benefit, retirement, incentive and
other plans; and

                           (3)      any and all monies advanced to or expenses
incurred by the Executive pursuant to Section 8 through the Termination Date.

                  (b)      TERMINATION BY COMPANY WITHOUT CAUSE. The Company may
terminate the Executive without Cause after giving a Notice of Termination. If
the Executive's employment is terminated by the Company without Cause, the
Company's sole obligation hereunder shall be to pay or reimburse the Executive
(or facilitate a tax qualified rollover of) the following amounts:

                           (1)      the Executive's accrued Base Salary and
accrued vacation not paid as of the Termination Date;

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                           (2)      the Executive's Pro-Rated Bonus Amount;

                           (3)      the Executive's vested benefits as of the
Termination Date pursuant to the Company's benefit, retirement, incentive and
other plans;

                           (4)      the Company shall continue to pay the
Executive one hundred percent (100%) of the Base Salary for eighteen (18) months
following the Termination Date, payable in accordance with the Company's
customary policies. The continued payment of the Base Salary hereunder shall be
terminated if the Executive is found to have violated any of the covenants set
forth in Section 12 herein;

                           (5)      any and all monies advanced to the Company
by the Executive or expenses incurred by the Executive pursuant to Section 8
through the Termination Date;

                           (6)      the Company shall maintain in full force and
effect for the continued benefit of the Executive, for an eighteen (18) month
period after the Termination Date, all medical coverage, programs or
arrangements in which the Executive was entitled to participate immediately
prior to the Termination Date, provided that Executive's continued participation
is possible under the general terms and provisions of such medical plans and
programs. In the event that the Executive's participation in any such plan or
program is barred, the Company shall arrange to provide the Executive, on an
after-tax basis, with benefits substantially similar to those which the
Executive was otherwise entitled to receive under such plans and programs for
such one-year period;

                           (7)      the Company shall accelerate the vesting, by
twelve (12) additional months, of all unvested stock options, restricted stock,
stock appreciation rights, deferred compensation, and similar plan benefits and
all such benefits shall thereafter be treated as vested benefits pursuant to the
respective benefit plan; provided, however, that notwithstanding the foregoing,
the acceleration of vesting under this provision shall not apply to any stock
options, restricted stock, stock appreciation rights, deferred compensation, and
similar plan benefits where such options, stock, rights, compensation or similar
plan benefits were by the terms of grant thereof or their respective benefit
plans subject to one time cliff vesting two or more years from the grant or
issuance thereof; and

                           (8)      expenses for outplacement services up to a
maximum amount of ten thousand dollars ($10,000).

                  (c)      TERMINATION UPON DISABILITY. The Company or Executive
shall be entitled to terminate the Executive's employment after having
established the Executive's Disability and giving a Notice of Termination which
shall indicate the Disability Date. If the Executive's employment is terminated
by the Company or Executive by reason of the Executive's Disability, the
Company's sole obligation hereunder shall be to pay or reimburse the Executive
(or facilitate a tax qualified rollover of) the following amounts:

                           (1)      the Executive's accrued Base Salary and
accrued vacation not paid as of the Disability Date;

                           (2)      the Executive's Pro-Rated Bonus Amount;

                           (3)      the Executive's vested benefits as of the
Termination Date pursuant to the Company's benefit, retirement, incentive and
other plans;

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                           (4)      any and all monies advanced to or expenses
incurred by the Executive pursuant to Section 8 through the Disability Date;

                           (5)      the Company shall continue to pay the
Executive one hundred percent (100%) of the Base Salary for the first twelve
(12) months following the Disability Date, eighty percent (80%) of the Base
Salary for the second twelve (12) months following the Disability Date, and
sixty percent (60%) of the Base Salary for the third twelve (12) months
following the Disability Date; provided, however, that such Base Salary shall be
reduced by the amount of any benefits the Executive receives by reason of the
Executive's Disability under the Company's relevant disability plan or plans;

                           (6)      if the Executive is disabled beyond
thirty-six (36) months from the Disability Date, the Company shall continue to
pay the Executive the lesser of (a) sixty (60%) of Base Salary or (b) the
maximum benefit under the Disability Plan per year, for the period of the
Executive's Disability, provided, however, that such payments shall be reduced
by the amount of any benefits the Executive receives by reason of the
Executive's Disability under the Company's relevant disability plan or plans;
and

                           (7)      during the period the Executive is receiving
salary continuation pursuant to this Section 11(c), the Company shall, at its
expense, provide to the Executive and the Executive's beneficiaries medical and
dental benefits substantially similar in the aggregate to those provided to the
Executive immediately prior to the Executive's Disability.

                           Notwithstanding the above, the salary continuation
payments will cease at the earlier of (a) the Disability ceasing to exist or (b)
Retirement. Further, at the end of the first twelve (12) months of the
disability salary continuation period, the Executive shall be removed as an
active employee of the Company.

                  (d)      TERMINATION UPON DEATH. If the Executive's employment
is terminated by reason of the Executive's death, the Company's sole obligation
hereunder shall be to pay or reimburse (or facilitate a tax qualified rollover
of) to the Executive's spouse, estate or designated beneficiary, as the case may
be, the following amounts:

                           (1)      the Executive's accrued Base Salary and
accrued vacation not paid as of the Termination Date;

                           (2)      the Executive's Pro-Rated Bonus Amount;

                           (3)      the Executive's vested benefits as of the
Termination Date pursuant to the Company's benefit, retirement, incentive and
other plans; and

                           (4)      any and all monies advanced to or expenses
incurred by the Executive pursuant to Section 8 through the Termination Date.

                  (e)      RETIREMENT. If the Executive's employment is
terminated as a result of Retirement, the Company's sole obligation hereunder
shall be to pay or reimburse the Executive (or facilitate a tax qualified
rollover of) the following amounts:

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                           (1)      the Executive's accrued Base Salary and
accrued vacation not paid as of the Termination Date;

                           (2)      the Executive's Pro-Rated Bonus Amount;

                           (3)      the Executive's vested benefits as of the
Termination Date pursuant to the Company's benefit, retirement, incentive and
other plans; and

                           (4)      any and all monies advanced to or expenses
incurred by the Executive pursuant to Section 8 through the Termination Date.

                  (f)      TERMINATION UPON CHANGE IN CONTROL. In the event of a
Change in Control and subsequent termination of employment without Cause by the
Company, or any successor, or with Good Reason by the Executive, the Executive
shall be solely entitled to the benefits described in the Executive Agreement
and shall not be entitled to any benefits under this Agreement.

                  (g)      RESTRICTED STOCK, STOCK OPTIONS. Except as provided
in Section 11(b)(7), for purposes of this Agreement, restricted stock and stock
options shall vest and be exercisable according to the terms of the applicable
plan.

                  (h)      NO DUTY TO MITIGATE. The Executive shall not be
required to mitigate the amount of any payment provided for in this Agreement by
seeking other employment or otherwise and no payment hereunder shall be offset
or reduced by the amount of any compensation or benefits provided to the
Executive in any subsequent employment.

                  (i)      PAYMENT DATE. Except as otherwise provided, all
amounts to be paid by the Company under this Section 11 shall be paid by the
Company within thirty (30) days of the Termination Date.

                  (j)      EXECUTIVE ADVANCES. Upon the termination of the
Executive's employment pursuant to Sections 11(a), (b), (c), (d), or (e)
hereunder, the Executive agrees that all monies that are advanced to the
Executive prior to such termination shall be repaid to the Company or the
Company shall be entitled to offset such amount against any payments to the
Executive as provided for in this Agreement.

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         12.      EXECUTIVE COVENANTS.

                  (a)      UNAUTHORIZED DISCLOSURE, NONDISPARAGEMENT. The
Executive shall not, during the term of this Agreement and thereafter, make any
disparaging comments which may be harmful to the Company's reputation or any
Unauthorized Disclosure. For purposes of this Agreement, "Unauthorized
Disclosure" shall mean disclosure by the Executive without the prior written
consent of the Board to any person other than a person to whom disclosure is
reasonably necessary or appropriate in connection with the performance by the
Executive of duties as an executive of the Company or as may be legally
required, of any information relating to the business or prospects of the
Company (including, but not limited to, any confidential information with
respect to any of the Company's customers, products, methods of distribution,
strategies, business and marketing plans and business policies and practices);
provided, however, that such term shall not include the use or disclosure by the
Executive, without consent, of any information known generally to the public
(other than as a result of disclosure by the Executive in violation of this
Section 12(a)). This confidentiality covenant has no temporal, geographical or
territorial restriction.

                  (b)      NON-COMPETITION. During the Non-Competition Period
defined below, the Executive shall not, directly or indirectly, without the
prior written consent of the Company, own, manage, operate, join, control, be
employed by, consult with or participate in the ownership, management, operation
or control of, or be connected with (as a stockholder, partner, or otherwise),
any business, individual, partner, firm, corporation, or other entity that
competes or plans to compete, directly or indirectly, with the Company, its
products, or any division, subsidiary or affiliate of the Company; provided,
however, that the "beneficial ownership" by the Executive after termination of
employment with the Company, either individually or as a member of a "group," as
such terms are used in Rule 13d of the General Rules and Regulations under the
Securities Exchange Act of 1934, as amended,(the "Exchange Act"), of not more
than two percent (2%) of the voting stock of any publicly held corporation shall
not be a violation of Section 12 of this Agreement.

                  The "Non-Competition Period" means the period the Executive is
employed by the Company plus one (1) year from the Termination Date if the
Executive's employment is terminated (i) by the Company for any reason, (ii) by
the Executive for any reason, or (iii) by reason of either the Company's or the
Executive's decision not to extend the term of this Agreement as contemplated by
Section 1 hereof. Notwithstanding anything in this Agreement to the contrary,
after a Change in Control, the Non-Competition Period shall terminate upon a
termination without Cause by the Company or by the Executive for Good Reason.

                  (c)      NON-SOLICITATION. During the No-Raid Period defined
below, the Executive shall not, either directly or indirectly, alone or in
conjunction with another party, attempt to recruit or hire, interfere with or
harm, or attempt to interfere with or harm, the relationship of the Company, its
subsidiaries and/or affiliates, with any person who at any time was an employee,
customer or supplier of the Company, its subsidiaries and/or affiliates or
otherwise had a business relationship with the Company, its subsidiaries and/or
affiliates.

                  The "No-Raid Period" means the period the Executive is
employed by the Company plus two (2) years from the Termination Date if the
Executive's employment is terminated (i) by the Company for any reason, (ii) by
the Executive for any reason, or (iii) by reason of either the Company's or the
Executive's decision not to extend the term of this Agreement as contemplated by
Section 1 hereof.

                  (d)      DELIVERY OF DOCUMENTS UPON TERMINATION. The Executive
shall deliver to the Company or its designee at the termination of the
Executive's employment all correspondence,

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memoranda, notes, records, drawings, sketches, plans, customer lists, product
compositions, and other documents and all copies thereof, made, composed or
received by the Executive, solely or jointly with others, that are in the
Executive's possession, custody, or control at termination and that are related
in any manner to the past, present, or anticipated business of the Company, its
subsidiaries and/or affiliates. In this regard, the Executive hereby grants and
conveys to the Company all right, title and interest in and to, including
without limitation, the right to possess, print, copy, and sell or otherwise
dispose of, any reports, records, papers, summaries, photographs, drawings or
other documents, and writings, and copies, abstracts or summaries thereof, that
may be prepared by the Executive or under the Executive's direction or that may
come into the Executive's possession in any way during the term of the
Executive's employment, with the Company that relate in any manner to the past,
present or anticipated business of the Company.

                  (e)      INTELLECTUAL PROPERTY. The Executive shall hold in
trust for the benefit of the Company, and shall disclose promptly and fully to
the Company in writing, and hereby assigns, and binds the Executive's heirs,
executors, and administrators to assign, to the Company any and all inventions,
discoveries, ideas, concepts, improvements, copyrightable works, and other
developments (the "Developments") conceived, made, discovered or developed by
the Executive, solely or jointly with others, during the term of the Executive's
employment by the Company, whether during or outside of usual working hours and
whether on the Company's premises or not, that relate in any manner to the past,
present or anticipated business of the Company, its subsidiaries and/or
affiliates. All works of authorship created by the Executive, solely or jointly
with others, shall be considered works made for hire under the Copyright Act of
1976, as amended, and shall be owned entirely by the Company. Any and all such
Developments shall be the sole and exclusive property of the Company, whether
patentable, copyrightable, or neither, and the Executive shall assist and fully
cooperate in every way, at the Company's expense, in securing, maintaining, and
enforcing, for the benefit of the Company or its designee, patents, copyrights
or other types of proprietary or intellectual property protection for such
Developments in any and all countries. Within one (1) year following the end of
the term of this Agreement and without limiting the generality of the foregoing,
any Development of the Executive relating to any subject matter on which the
Executive worked or was informed during the Executive's employment by the
Company shall be conclusively presumed to have been conceived and made prior to
the termination of the Executive's employment (unless the Executive clearly
proves that such Development was conceived and made following the termination of
the Executive's employment), and shall accordingly belong and be assigned to the
Company and shall be subject to this Agreement.

                  (f)      REMEDIES. The Executive agrees that any breach of the
terms of this Section 12 would result in irreparable injury and damage to the
Company for which the Company would have no adequate remedy at law; the
Executive therefore also agrees that in the event of said breach or any threat
of breach, the Company shall be entitled to an immediate injunction and
restraining order to prevent such breach and/or threatened breach and/or
continued breach by the Executive and/or any and all persons and/or entities
acting for and/or with the Executive, without having to prove damages, and to
all costs and expenses, including reasonable attorneys' fees and costs, in
addition to any other remedies to which the Company may be entitled under this
Agreement, at law or in equity. The terms of this paragraph shall not prevent
the Company from pursuing any other available remedies for any breach or
threatened breach hereof, including but not limited to the recovery of damages
from the Executive. The Executive and the Company further agree that the
provisions of the covenants not to compete and solicit are reasonable and that
the Company would not have entered into this Agreement but for the inclusion of
such covenants herein. Should a court determine, however, that any provision of
the covenants is unreasonable, either in period of time, geographical area, or
otherwise, the parties hereto agree that the covenant should be interpreted and
enforced to the maximum extent which such court or arbitrator deems reasonable.

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                  The provisions of this Section 12 shall survive any
termination of this Agreement, and the existence of any claim or cause of action
by the Executive against the Company, whether predicated on this Agreement or
otherwise, shall not constitute a defense to the enforcement by the Company of
the covenants and agreements of this Section 12; provided, however, that this
paragraph shall not, in and of itself, preclude the Executive from defending
against the enforceability of the covenants and agreements of this Section 12.

         13.      LIMITATION OF PAYMENTS.

                  (a)      GROSS-UP PAYMENT. In the event it shall be determined
that any payment or distribution of any type to or for the benefit of the
Executive, by the Company, any of its affiliates, any person who acquires
ownership or effective control of the Company or ownership of a substantial
portion of the Company's assets within the meaning of Section 280G of the
Internal Revenue Code of 1986, as amended (the "Code"), and the regulations
thereunder or any affiliate of such person, whether paid or payable or
distributed or distributable pursuant to the terms of this Agreement or
otherwise (the "Total Payments"), would be subject to the excise tax imposed by
Section 4999 of the Code or any interest or penalties with respect to such
excise tax (such excise tax, together with any such interest and penalties, are
collectively referred to as the "Excise Tax"), then the Executive shall be
entitled to receive an additional payment (a "Gross-Up Payment") in an amount
such that after payment by the Executive of all taxes (including any interest or
penalties imposed with respect to such taxes), including any Excise Tax, imposed
upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up
Payment equal to the Excise Tax imposed upon the Total Payments (not including
any Gross-Up Payment).

                  (b)      All determinations as to whether any of the Total
Payments are "parachute payments" (within the meaning of Section 280G of the
Code), whether a Gross-Up Payment is required, the amount of such Gross-Up
Payment and any amounts relevant to the last sentence of Subsection 13(a), shall
be made by an independent accounting firm selected by the Company from among the
largest five accounting firms in the United States (the "Accounting Firm"). The
Accounting Firm shall provide its determination (the "Determination"), together
with detailed supporting calculations regarding the amount of any Gross-Up
Payment and any other relevant matter, both to the Company and the Executive
within thirty (30) days of the Termination Date, if applicable, or such earlier
time as is requested by the Company or the Executive (if the Executive
reasonably believes that any of the Total Payments may be subject to the Excise
Tax). Any determination by the Accounting Firm shall be binding upon the Company
and the Executive. As a result of uncertainty in the application of Section 4999
of the Code at the time of the initial determination by the Accounting Firm
hereunder, it is possible that the Company should have made Gross-Up Payments
("Underpayment"), or that Gross-Up Payments will have been made by the Company
which should not have been made ("Overpayments"). In either such event, the
Accounting Firm shall determine the amount of the Underpayment or Overpayment
that has occurred. In the case of an Underpayment, the amount of such
Underpayment shall be promptly paid by the Company to or for the benefit of the
Executive. In the case of an Overpayment, the Executive shall, at the direction
and expense of the Company, take such steps as are reasonably necessary
(including the filing of returns and claims for refund), follow reasonable
instructions from, and procedures established by, the Company, and otherwise
reasonably cooperate with the Company to correct such Overpayment.

         14.      EXECUTIVE REPRESENTATION. The Executive expressly represents
and warrants to the Company that the Executive is not a party to any contract or
agreement and is not otherwise obligated in any way, and is not subject to any
rules or regulations, whether governmentally imposed or otherwise, which will or

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may restrict in any way the Executive's ability to fully perform the Executive's
duties and responsibilities under this Agreement.

         15.      SUCCESSORS AND ASSIGNS.

                  (a)      This Agreement shall be binding upon and shall inure
to the benefit of the Company, its successors and assigns and the Company shall
require any successor or assign to expressly assume and agree to perform this
Agreement in the same manner and to the same extent that the Company would be
required to perform it if no such succession or assignment had taken place. The
term "the Company" as used herein shall include any such successors and assigns
to the Company's business and/or assets. The term "successors and assigns" as
used herein shall mean a corporation or other entity acquiring or otherwise
succeeding to, directly or indirectly, all or substantially all the assets and
business of the Company (including this Agreement) whether by operation of law
or otherwise.

                  (b)      Neither this Agreement nor any right or interest
hereunder shall be assignable or transferable by the Executive, the Executive's
beneficiaries or legal representatives, except by will or by the laws of descent
and distribution. This Agreement shall inure to the benefit of and be
enforceable by the Executive's legal personal representative.

         16.      ARBITRATION. Except with respect to the remedies set forth in
Section 12(f), as the method for resolving any dispute arising out of this
Agreement, the Executive, in the Executive's sole discretion, may select binding
arbitration in accordance with this Section. Except as provided otherwise in
this Section, arbitration pursuant to this Section shall be governed by the
Commercial Arbitration Rules of the American Arbitration Association. If the
Executive wishes to arbitrate an issue under this Section 16, the Executive
shall deliver written notice to the Company, including a description of the
issue to be arbitrated. Within fifteen (15) days after the Executive demands
arbitration, the Company and the Executive shall each appoint an arbitrator.
Within fifteen (15) additional days, these two arbitrators shall appoint the
third arbitrator by mutual agreement; if they fail to agree within this fifteen
(15) day period, then the third arbitrator shall be selected promptly pursuant
to the rules of the American Arbitration Association for Commercial Arbitration.
The arbitration panel shall hold a hearing in Columbus, Ohio, within ninety (90)
days after the appointment of the third arbitrator. The fees and expenses of the
arbitrators, and any American Arbitration Association fees, shall be paid by the
Company. Both the Company and the Executive may be represented by counsel and
may present testimony and other evidence at the hearing. Within ninety (90) days
after commencement of the hearing, the arbitration panel will issue a written
decision; the majority vote of two of the three arbitrators shall control. The
majority decision of the arbitrators shall be binding on the parties, and the
parties may not pursue other available legal remedies if the parties are not
satisfied with the majority decision of the arbitrator. The Executive shall be
entitled to seek specific performance of the Executive's rights under this
Agreement during the pendency of any dispute or controversy arising under or in
connection with this Agreement.

         17. NOTICE. For the purposes of this Agreement, notices and all other
communications provided for in the Agreement (including the Notice of
Termination) shall be in writing and shall be deemed to have been duty given
when personally delivered or sent by registered or certified mail, return
receipt requested, postage prepaid, or upon receipt if overnight delivery
service or facsimile is used, addressed as follows:

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<PAGE>

         TO THE EXECUTIVE:

                  William E. May
                  130 Creekway Bend
                  Southlake, TX 76092

         TO THE COMPANY:

                  Too, Inc.
                  8323 Walton Parkway
                  New Albany, Ohio 43054
                  Attn:  Ronald Sykes, Senior Vice President - Human Resources

         18.      SETTLEMENT OF CLAIMS. Except as otherwise provided, the
Company's obligation to make the payments provided for in this Agreement and
otherwise to perform its obligations hereunder shall not be affected by any
circumstances, including, without limitation, any set-off, counterclaim,
recoupment, defense or other right which the Company may have against the
Executive or others.

         19.      MISCELLANEOUS. No provision of this Agreement may be modified,
waived or discharged unless such waiver, modification or discharge is agreed to
in writing and signed by the Executive and the Company. No waiver by either
party hereto at any time of any breach by the other party hereto of, or
compliance with, any condition or provision of this Agreement to be performed by
such other party shall be deemed a waiver of similar or dissimilar provisions or
conditions at the same or at any prior or subsequent time. No agreement or
representations, oral or otherwise, express or implied, with respect to the
subject matter hereof have been made by either party which are not expressly set
forth in this Agreement.

         20.      GOVERNING LAW. This Agreement shall be governed by and
construed and enforced in accordance with the laws of the State of Ohio without
giving effect to conflict of law principles thereof. The parties hereby consent
to the exclusive jurisdiction of the state courts of the State of Ohio and venue
in Franklin County, Ohio.

         21.      SEVERABILITY. The provisions of this Agreement shall be deemed
severable and the invalidity or unenforceability of any provision shall not
affect the validity or enforceability of the other provisions hereof.

         22.      ENTIRE AGREEMENT. This Agreement constitutes the entire
agreement between the parties hereto with respect to the subject matter hereof
and supersedes all prior agreements, if any, understandings and arrangements,
oral or written, between the parties hereto with respect to the subject matter
hereof.

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         IN WITNESS WHEREOF, the Company has caused this Agreement to be
executed by its duty authorized officer and the Executive has executed this
Agreement as of the day and year first above written.

                                    TOO, INC.

                                    By:    /s/ Michael W. Rayden
                                           -------------------------------------
                                    Name:  Michael W. Rayden
                                    Title: Chairman, Chief Executive Officer and
                                           President

                                    EXECUTIVE

                                           /s/ William E. May
                                    --------------------------------------------
                                           William E. May

                                      166