EXHIBIT 10.1.12


                  AMENDMENT TO CREDIT CARD PROCESSING AGREEMENT

     This Amendment to Credit Card Processing Agreement ("Amendment") is entered
into as of this 28th day of January, 2005 ("Effective Date") between World
Financial Network National Bank (the "Bank") and Lane Bryant, Inc. (the
"Corporation") and Sierra Nevada Factoring, Inc. ("Factoring") (Corporation and
Factoring being collectively referred to herein as the "Company").

                               R E C I T A L S :

          WHEREAS, Bank and Company entered into a Credit Card Processing
     Agreement dated as of January 31, 1996, as amended by Memorandum dated
     March 4, 1996 (regarding Low Score/Low Limit accounts), memo dated December
     3, 1997 (regarding Low Score/Low Limit accounts), Student Program Addendum
     to Credit Card Processing Agreement effective August 4, 1998, Amendment to
     Student Program Addendum effective August 4, 1998, Charge and Send Program
     letter dated April 22, 1999, Low Score/Low Limit Addendum Effective
     September 12, 1999, Amendment to Credit Card Processing Agreement dated
     October 5, 2000 and Low Score/Low Limit Addendum Effective June 4, 2002 (as
     amended, the "Agreement"); and

          WHEREAS, Company and Bank now desire to amend the Agreement as set
     forth herein.

          NOW, THEREFORE, in consideration of the mutual covenants and
     agreements contained herein, the parties hereto agree as follows:

1.   Definitions; References. Each term used herein which is not defined herein
     shall have the meaning assigned to such term in the Agreement. Each
     reference to "hereof", "hereunder", "herein" and "hereby" and each other
     similar reference and each reference to "this Agreement" and each other
     similar reference contained in the Agreement shall from and after the date
     hereof refer to the Agreement amended hereby.

2.   Extension of Term. Bank and Company agree to extend the initial term of the
     Agreement. Therefore, Section 11.1 of the Agreement is deleted in its
     entirety and replaced with the following:

          11.1 Term. This Agreement shall remain in effect until October 31,
          2007, unless earlier terminated (a) by the Bank or the Company in the
          event of a material breach by the other party of any of such other
          party's obligations under this Agreement if any such breach remains
          uncured 30 days after written notice thereof to such party, or (b)
          automatically in the event that the Bank or the Company commences a
          voluntary case or other proceeding seeking liquidation, reorganization
          or other relief with respect to itself or its debt under any
          bankruptcy, insolvency or similar law now or hereinafter in effect,
          seeks the appointment of a trustee, receiver, liquidator, custodian or
          other similar official of it or any substantial part of its assets,
          consents to any such relief or to the appointment of or taking
          possession by any such official in an involuntary case or other
          proceeding commenced against it, makes a general assignment for the
          benefit of creditors, or fails generally to pay its

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          debts as they become due. The Term of this Agreement shall not
          automatically renew. Subject to Section 11.2, the termination of this
          Agreement shall not affect the obligations of the Cardholders to the
          Bank, the obligation of the Company and the Bank to make the payments
          required under Section 4 with respect to Transactions that occurred
          before the date of termination, the rights (and obligations) of the
          Bank under Sections 4.4, 7.4 and 9.2 and the rights of the Company
          under Section 9.1. Sections 10, 11 and 12 of this Agreement shall
          survive any such termination.

3.   Discount Rate. Section 4.1.5 of the Agreement is amended by adding the
     following at the end thereof:

          Notwithstanding the foregoing, the discount rate referred to in
          Section 4.1.1 shall be .20% for the period of December 1, 2004 through
          January 31, 2006. Commencing February 1, 2006 until the termination of
          this Agreement, the discount rate shall be 0%.

4.   Marketing Contribution. The Bank agrees to pay to the Company a one time
     marketing contribution in the amount of one million dollars ($1,000,000.00)
     to be paid on January 3, 2006. Failure to pay such amount on January 3,
     2006 shall be a default by Bank under the Agreement.

5.   Effect of Termination. Section 11.2 of the Agreement is deleted in its
     entirety and replaced as follows:

          11.2 Effect of Termination. (a) Upon termination or expiration of this
     Agreement, Company will have the option to purchase from Bank, free and
     clear of all liens, claims and encumbrances, but otherwise without
     recourse, those certain Credit Card accounts and the account balances
     related thereto described as follows (the "Purchased Accounts"): (i) those
     Credit Card accounts (regardless of whether originated through the
     Company's retail Business or through the Lane Bryant catalogue/mail order
     business) where greater than 50% of the total amount of purchases, plus
     tax, plus shipping and handling, less any refunds (the "Net Credit Sales")
     under such Credit Card accounts were incurred at Company's Lane Bryant
     retail Business (including in stores and via e-commerce at the Company's
     web site) during the twelve (12) month period ending ninety (90) days prior
     to termination of this Agreement; and (ii) those certain Credit Card
     accounts which were originated through the Company's Lane Bryant retail
     Business (as opposed to being originated through the Lane Bryant
     catalogue/mail order business) which have not had any purchases during the
     twelve (12) month period ending ninety (90) days prior to termination of
     this Agreement (including, without limitation, inactive accounts, never
     active accounts, and active accounts with no sales during such twelve (12)
     month period). However, subject to the right of first refusal set forth in
     subparagraph (e) below, Purchased Accounts shall not include any Credit
     Card Accounts where the account balances related thereto have been
     previously written off by Bank ("Written-Off Accounts"). Bank shall retain
     all other Credit Card Accounts and the account balances related thereto;
     provided, however, that upon termination or expiration of this Agreement,
     Bank shall no longer authorize transactions for any Credit Card bearing the
     "Lane Bryant" name or any derivative thereof and shall cease issuing any
     Credit Cards bearing such trade


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     name. Bank shall be permitted to use such trade name solely for purposes of
     collecting the account balances on the Credit Card accounts which are not
     Purchased Accounts. Bank shall have the right to issue replacement cards to
     Cardholders of accounts which are not Purchased Accounts provided the
     replacement cards do not include the Lane Bryant tradename. Other than as
     expressly set forth in Section 1 of this Agreement, and as otherwise
     limited herein, nothing herein shall be deemed a grant of a right or
     license by Company to Bank to use any tradename of Company.

          (b) The purchase price for the Purchased Accounts shall be equal to
     one hundred percent (100%) of the book value of the account balances
     related to the Purchased Accounts, including without limitation all accrued
     finance charges and fees (whether or not billed or posted to the accounts,
     subject to post-closing true-up). Beginning in October 2006, and continuing
     on a quarterly basis thereafter, Bank shall provide to Company a report
     showing the accounts that as of that time would constitute the Purchased
     Accounts. Bank shall also provide company with access to the program used
     by Bank to determine the Purchased Accounts and Company shall have the
     right to verify such program used by Bank to determine the Purchased
     Accounts and the book value of the account balances of the Purchased
     Accounts. The purchase of the Purchased Accounts shall include the purchase
     of the Cardholder names, Cardholder addresses, Cardholder Account status
     information, Cardholder Account repayment terms and such other Account
     related information and account data requested by Company and agreed upon
     by Bank, such agreement not to be unreasonably withheld. Bank shall, within
     180 days prior to expiration of the Term, upon Company's prior written
     request, provide to or permit Company to review such due diligence
     information relating to the Credit Card Accounts as Company shall
     reasonably request and as agreed to by Bank (such agreement not to be
     unreasonably withheld provided the request is in accordance with standard
     industry practice for a sale of credit card assets in a similar type of
     portfolio deconversion), in order to enable Company to perform appropriate
     financial and legal compliance due diligence prior to exercising its option
     to purchase the Purchased Accounts.

          (c) All payments by the Company pursuant to this Section 11.2 shall be
     made not later than the time at which Bank shall deliver the Purchased
     Accounts to Company, and shall be by wire transfer of immediately available
     funds. If Company exercises its option to purchase the Purchased Accounts,
     then Bank and the Company shall negotiate in good faith to enter into a
     purchase agreement for the sale and purchase, free and clear of all liens,
     claims and encumbrances but otherwise without recourse, of the Purchased
     Accounts upon the terms and conditions set forth herein and such other
     mutually satisfactory terms and conditions (in accordance with standard
     industry practice for a sale of credit card assets in a similar type of
     portfolio deconversion).

          (d) Effective from and after the Closing Date, Company shall not be
     required to accept any Credit Cards which are not related to the Purchased
     Accounts.

          (e) If at any time during the five (5) year period after termination
     of this Agreement, Bank desires or intends to sell, assign or otherwise
     transfer the Written-Off Accounts which were originated through the
     Company's retail Business to any third party, then Company shall have the
     first right and/or option of purchasing the Written-Off Accounts on the
     same terms otherwise available to such third party. In such event Bank
     shall obtain a bona fide written offer from the third


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     party to purchase the Written-Off Accounts (on terms which Bank is willing
     to accept) (the "Offer"). Bank shall promptly notify Company of the Offer
     (together with a copy of the Offer) and Company shall have the option for a
     period of thirty (30) days after receipt of the Offer to elect to purchase
     the Written-Off Accounts on the same terms as are otherwise set forth in
     the Offer, except that closing thereunder shall not occur until the later
     of the date set forth in the Offer or sixty (60) days after Company's
     receipt of the notice of the Offer. Failure on the part of Company to elect
     to purchase the Written-Off Accounts pursuant to the Offer shall be deemed
     a waiver of this option right as to such particular Offer only and if a
     sale is not consummated pursuant to such Offer, Company shall have the
     right to purchase the Written-Off Accounts under this section if subsequent
     Offers are received by Bank. In addition to the foregoing, prior to
     offering the Written-Off Accounts for sale, Bank shall first contact
     Company and provide to Company the right of first negotiation as to the
     purchase of the Written-Off Accounts. At the end of such five (5) year
     period, Bank shall offer Company the option of purchasing the Written-Off
     Accounts which were originated through the Company's retail Business on
     terms which Bank is willing to accept from a third party and Company shall
     have the option for a period of thirty (30) days after receipt of such
     offer to elect to purchase the Written-Off Accounts on the same terms and
     conditions as are set forth in the Offer. If Company elects not to purchase
     the Written-Off Accounts Company shall have no further rights to purchase
     the Written-Off Accounts under this Section and Bank shall have no further
     obligations to offer to sell to Company.

6.   Effective Date of Amendment. This Amendment shall be effective as of the
     Effective Date set forth above, unless otherwise noted above.

7.   Counterparts. This Amendment may be executed in any number of counterparts,
     each of which when so executed shall be deemed to be an original, but all
     of such counterparts shall together constitute one and the same instrument.

     IN WITNESS WHEREOF, the parties have caused this Amendment to be executed
by their duly authorized officers.


WORLD FINANCIAL NETWORK                 LANE BRYANT, INC.
NATIONAL BANK

By:                                     By:
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Name:                                   Name:
      ------------------------               -------------------------
Title:                                  Title:
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SIERRA NEVADA FACTORING, INC.

By:
     ------------------------
Name:
      -----------------------
Title:
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