AMENDMENT TO CONSULTING AGREEMENT



 Exhibit 10.1 
  
 AMENDMENT TO 
 CONSULTING AGREEMENT 
  
 JUNE 29, 2003

  
 WHEREAS, Casual Male Retail Group, Inc., (formerly
Designs, Inc., the “Corporation”) and Jewelcor Management, Inc. (the “Independent Contractor”) entered into a certain Consulting Agreement dated as of April 29, 2000, as amended by Letter Agreement dated April 28, 2001 and by
Letter Agreement dated as of April 28, 2002 and by Amendment to Consulting Agreement dated as of April 29, 2003 (hereinafter referred to as the “Agreement”); and 
  
 WHEREAS, Corporation and Independent Contractor wish to amend, modify and/or restate certain terms, provisions, conditions
and covenants of the Agreement. 
  
 NOW THEREFORE, in
consideration of the foregoing, and for and in consideration of the mutual promises and covenants set forth in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby expressly acknowledged, the
Corporation and the Independent Contractor hereby agree to amend the Agreement as follows: 
  

	1.	 	Subject to the provisions of Section 4 of the Agreement, the consideration to be furnished to the Independent Contractor by the Corporation for the Services rendered by the
Independent Contractor under the Agreement shall consist of (a) annual compensation of $326,000, payable in non-forfeitable, fully paid and non-assessable shares of Common Stock of the Corporation, the number of which shares of Common Stock shall be
valued as of, and determined by, the last closing price immediately preceding the Commencement Date, and on each anniversary date thereafter, during the term of the Agreement. (The number of shares of Common Stock of the Corporation equal to
$326,000 on April 28, 2003, the date immediately preceding the Commencement Date, is 83,589 at $3.90 per share), and (b) the reimbursement of actual and direct out-of-pocket expenses incurred by the Independent Contractor in the rendering of
Services under the Agreement. 

  

	2.	 	This Amendment shall be effective as of May 1, 2003. 

  
 The remaining terms of the Agreement shall remain in full force and effect without change. For the avoidance of doubt, the parties hereby agree and acknowledge that the
foregoing extension does not change the compensation or other rights or obligations of the parties originally provided in the Agreement with respect to any prior period. 
  
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 IN WITNESS WHEREOF, the parties hereto have executed this Amendment to Consulting Agreement as a sealed
instrument, in any number of counterpart copies, each of which shall be deemed an original for all purposes, as of the day and year first written above. 
  

	 THE CORPORATION:
 CASUAL MALE RETAIL GROUP, INC.

		
	 By:
	 	 /s/ Dennis R. Hernreich


	 Name:
	 	 Dennis R. Herenreich

	 Title:
	 	 Executive Vice President, Chief
 Operating Officer, Chief Financial
 Officer, Treasurer and Secretary

		
	 By:
	 	 /s/ Arlene C. Feldman


	 Name:
	 	 Arlene C. Feldman

	 Title:
	 	 Assistant Secretary



  

	 INDEPENDENT CONTRACTOR:
 JEWELCOR MANAGEMENT, INC.

		
	 By:
	 	 /s/ Seymour Holtzman


	 Name:
	 	 Seymour Holtzman

	 Title:
	 	 Chief Executive Officer