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[LOGO] BANK OF AMERICA                                   AMENDMENT TO DOCUMENTS
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        AMENDMENT NO. 3 TO BUSINESS LOAN AGREEMENT AND WAIVER

     This Amendment No. 3 (the "Amendment") dated as of November 6, 1998, is 
between BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION (the "Bank") 
and THE WET SEAL, INC. (the "Borrower").


                                RECITALS

     A.   The Bank and the Borrower entered into a certain Business Loan 
Agreement dated as of March 9, 1998, as previously amended (the "Agreement").

     B.   The Bank and the Borrower desire to further amend the Agreement.

     C.   The Borrower requests that the Bank waive the provisions of 
Paragraph 9.8 of the Agreement to permit the Borrower to repurchase up to 20% 
of its shares (the "Stock Repurchase").


                               AGREEMENT

     1.   DEFINITIONS. Capitalized terms used but not defined in this 
Amendment shall have the meaning given to them in the Agreement.

     2.   AMENDMENTS. The Agreement is hereby amended as follows:

          2.1  Paragraph 2.3(b) of the Agreement is amended to read in its
               entirety as follows:

               "(b) Subject to the provisions of Paragraph 12.12, the Borrower
                    will repay principal in successive quarterly installments of
                    Five Hundred Thousand Dollars ($500,000) on the last day of
                    each January, April, July and October of each year
                    commencing October 31, 1999. On October 31, 2000, the
                    Borrower will repay the remaining principal balance plus any
                    interest then due."

          2.2  Article 4 of the Agreement is amended to read in its entirety as
               follows:

               "4.  COLLATERAL

               4.1  PERSONAL PROPERTY. The Borrower's obligations to the Bank
               under this Agreement will be secured by personal property the
               Borrower now owns or will own in the future as listed below. The
               collateral is further defined in security agreement(s) executed
               by the Borrower. In addition, all personal property collateral
               securing this Agreement shall also secure all other present and
               future obligations of the Borrower to the Bank (excluding any
               consumer credit covered by the federal Truth in Lending law,
               unless the Borrower has otherwise agreed in writing). All
               personal property collateral securing any other present or future
               obligations of the Borrower to the Bank shall also secure this
               Agreement.

               Stock and other securities as follows: 50 shares of the capital
               stock of WSCC. Regulation U of the Board of Governors of the
               Federal Reserve System places certain restrictions on loans
               secured by margin stock (as defined in the Regulation). The Bank
               and the Borrower shall comply with Regulation U. If any of the
               collateral is margin stock, the Borrower shall provide to the
               Bank a Form U-1 Purpose Statement, confirming that none of the
               proceeds of the loan will be used to buy or carry any margin
               stock. If the Borrower has any other loan made for the purpose of
               buying or carrying margin stock (purpose loan), then the
               collateral securing this loan shall not secure the purpose loan,
               and the collateral securing the purpose loan shall not secure
               this loan.

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               For regulatory reasons, the Bank will not accept as collateral
               ineligible Securities while they are being underwritten by
               NationsBanc Montgomery Securities LLC, or for thirty days
               thereafter. NationsBanc Montgomery Securities LLC is a wholly-
               owned subsidiary of BankAmerica Corporation, and is a registered
               broker-dealer which is permitted to underwrite and deal in
               certain Ineligible Securities. "Ineligible Securities" means
               securities which may not be underwritten or dealt in by member
               banks of the Federal Reserve System under Section 16 of the
               Banking Act of 1933 (12 U.S.C. Section 24, Seventh), as amended."

          2.3  A new Paragraph 7.7 is added to the Agreement, which reads in its
               entirety as follows:

               "7.7 EVIDENCE OF PRIORITY. Evidence that security interests and
               liens in favor of the Bank are valid, enforceable, and prior to
               all others' rights and interests, except those the Bank consents
               to in writing."

          2.4  A new Paragraph 11.14 is added to the Agreement, which reads in
               its entirety as follows:

               "11.14 LIEN PRIORITY. The Bank fails to have an enforceable first
               lien (except for any prior liens to which the Bank has consented
               in writing) on or security interest in any property given as
               security for this Agreement (or any guaranty)."

     3.   WAIVER. The Borrower desires to repurchase 20% of its shares 
effective September 1, 1998. The Stock Repurchase is prohibited by Paragraph 
9.8 of the Agreement. The Bank hereby waives the breached covenant for the 
sole and express purpose of permitting the Borrower to enter into the Stock 
Repurchase as disclosed by the Borrower to the Bank. The waiver only applies 
to the breached covenant and does not apply to any other breach that may now 
exist or may occur after the date of this waiver with respect to the breached 
covenant or any other term, condition, or covenant of the Agreement.

     4.   EFFECT OF AMENDMENT. Except as provided in this Amendment, all of 
the terms and conditions of the Agreement shall remain in full force and 
effect.

     This Amendment is executed as of the date stated at the beginning of 
this Amendment.




BANK OF AMERICA
NATIONAL TRUST AND SAVINGS ASSOCIATION       THE WET SEAL, INC.



X /s/ Julie R. Weis                          X  /s/  Ann Cadier Kim
 ----------------------------------           ------------------------------
BY: JULIE  R. WEIS, VICE PRESIDENT           BY: ANN CADIER KIM
                                                 VP OF FINANCE


                                             X  /s/  Edmond Thomas
                                               ----------------------------
                                             BY: EDMOND THOMAS
                                                 PRESIDENT & COO





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