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                                                                    Exhibit 10.2


                        Norton McNaughton of Squire, Inc.
                               463 Seventh Avenue
                            New York, New York 10018




                                                     April 9, 2001



Ms. Amanda J. Bokman
45 East 85th Street
Apt. 9E
New York, New York 10028

Dear Mandi:

                  Reference is made to the Employment Agreement (the "Employment
Agreement") dated as of November 5, 1993, as amended, between Norton McNaughton
of Squire, Inc. (the "Company") and you. Capitalized terms used herein shall
have the meanings ascribed to such terms in the Employment Agreement.

                  For good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Company and you agree that
Section 3.2 of the Employment Agreement is hereby amended and restated in its
entirety to read as follows:

                           Section 3.2 Bonus and Other Payments. (a) For each of
                                       ------------------------
         the fiscal years of the Company during the Term, in addition to the
         salary provided for in Section 3.1, the Employee shall be eligible to
         receive a bonus, if any, for such fiscal year as shall be determined by
         the Compensation Committee of the Board of Directors of the Parent. It
         is understood and agreed that for the Company's fiscal year ending
         November 3, 2001 ("Fiscal 2001"), the Employee shall participate in the
         Parent's Incentive Bonus Plan for Senior Officers adopted by the
         Compensation Committee of the Parent at a meeting duly called and held
         on January 16, 2001, a copy of which is attached as Exhibit B to the
         minutes of that meeting (the "Plan").

                           (b) (i) In the event that there shall occur a Change
         in Control (as defined below) during Fiscal 2001, the Company and the
         Employee agree that (1) on or before the closing date of such Change in
         Control (the "Change in Control Date"), and in consideration for the
         Employee's agreement contained in the following clause (2), the Company
         shall pay $400,000 to the Employee (the "Payment") and (2) the Employee
         agrees that, upon receipt of the Payment, the Employee shall not be
         eligible to receive any bonus or other payment pursuant to the Plan.

                           (ii) For purposes of this Agreement, a "Change in
         Control" shall be deemed to have occurred if:
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         (a)      a "person" (meaning an individual, a partnership, an entity,
         or other group or association as defined in Sections 13(d) and 14(d)
         of the Securities Exchange Act of 1934), acquires fifty percent (50%)
         or more of the combined voting power of the outstanding securities of
         the Parent having a right to vote in elections of directors; or

         (b)      Continuing Directors shall for any reason cease to constitute
         a majority of the Board of Directors of the Parent; or

         (c)      the business of the Parent is disposed of in a disposition of
         all or substantially all of its assets (including stock of
         subsidiary(s)).

         For purposes of this Agreement, the term "Continuing Director" shall
         mean a member of the Board of Directors of the Parent who either was a
         member of such Board of Directors on April 5, 2001 or who subsequently
         became a member of such Board of Directors and whose election, or
         nomination for election, was approved by a vote of at least two-thirds
         of the Continuing Directors then in office.

                           (c) In the event that (i) a Change in Control occurs
         during Fiscal 2001 and (ii) either (1) the Employee shall remain in the
         employment of the Parent, the Company or any affiliate of either such
         entity on the first anniversary date (the "First Anniversary Date") of
         the Change in Control Date or (2) the Employee's employment hereunder
         has been terminated pursuant to Section 6.1, 6.2 or 6.4 of this
         Agreement after the Change in Control Date and prior to the First
         Anniversary Date, the Company shall pay $300,000 to the Employee on the
         earlier to occur of the First Anniversary Date or the date of such
         termination. The provisions of this clause (c) shall be in addition to,
         and not in lieu of, any other provision of this Agreement.

                  Except as amended hereby, the Employment Agreement shall
remain in full force and effect and it is hereby ratified and confirmed by the
Company and you.

                  Please sign a copy of this Amendment in the space provided
below in order to evidence your agreement with the foregoing.

                                                     Very truly yours,



                                       NORTON MCNAUGHTON OF SQUIRE, INC.



                                       By:     /s/ Peter Boneparth
                                          -------------------------------
                                          Name:  Peter Boneparth
                                Title:    Chairman of the Board, Chief Executive
                                          Officer and President

Agreed and accepted as of
the date first above written:



         /s/ Amanda J. Bokman
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         Amanda J. Bokman