EXHIBIT 10.6
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                      [LETTERHEAD OF WEINER'S STORES, INC.]

           December 10, 1999

           Mr. Michael S. Marcus
           6303 Gabrielle Canyon Court
           Katy, Texas 77450

           Dear Mr. Marcus:

                      This letter (this "Agreement") sets forth the terms of
           your offer of employment with Weiner's Stores, Inc. (the "Company"):

           1. Your current base salary is at the rate of $110,000 annually, less
           payroll tax deductions required by law, payable at such times and in
           accordance with the Company's standard payroll practices for
           employees of the Company.

           2. You shall also be entitled to participate in such employee benefit
           plans, policies or programs as the Company may maintain for its
           employees generally, as such plans, policies or programs may be
           adopted, modified or terminated from time to time in the Company's
           sole discretion. In addition, effective as of February 1, 2000, the
           Company shall pay or cause to be paid, or waive or reimburse you for,
           any costs or contributions otherwise payable by you as a condition to
           participation in the Company's medical plan or hospitalization plan,
           other than such deductible, co-payment or similar amounts as may be
           provided in any such plan, as any such plan or program may be
           adopted, modified or terminated from time to time in the Company's
           sole discretion.

           3. You shall be entitled to an annualized vacation allotment of 3
           weeks per year, without reduction in your salary, to be taken at such
           times as may be consistent with the needs of the Company.

           4. In accordance with the Company's policies as they may be amended
           from time to time, you shall be reimbursed for any necessary business
           expenses upon submission of appropriate documentation.

           5. If (a) the Company does not offer to renew your employment with
           the Company by December 2, 2002 and you remain continually employed
           by the Company, in accordance with this Agreement until January 31,
           2003 (the "Termination Date") or (b) the Company terminates your
           employment for any reason other than cause prior to the Termination
           Date, then, within twenty (20) days after (i) the Termination Date,
           in the case of clause (a), or (ii) the date of such termination, in
           the case of clause (b), you shall be entitled to a payment equal to
           six months of your then current base salary. You shall not be
           entitled to any other payments or benefits from the Company upon the
           termination of your employment, other than such payments or benefits


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           expressly provided in any written agreement or employee benefit plan.
           If the Company terminates your employment for cause or if you should
           resign for any reason, you shall not be entitled to any payments or
           benefits under this Agreement as severance pay or otherwise. For
           purposes of this Agreement, "cause" shall mean conduct by you
           constituting (i) fraud; (ii) material dishonesty relating to the
           conduct of the business of the Company or dishonesty which does not
           relate to the conduct of the business of the Company which adversely
           affects the Company or your ability to carry out the business of the
           Company; (iii) willful and material breach of any of the provisions
           or covenants of this Agreement; (iv) willful gross neglect or willful
           gross misconduct in carrying out your duties as an employee
           resulting, in either case, in material economic harm to the Company;
           (v) embezzlement; (vi) chronic alcoholism or chronic drug dependency
           that in either case precludes your performing your duties
           contemplated herein; or (vii) the conviction of or plea or guilty or
           nolo contendere to a felony, or any crime involving securities or
           commodities laws violations or moral turpitude.

           6. During your employment and for one (1) year following the
           termination of your employment, you shall not, directly or
           indirectly, solicit or induce any employee of the Company to
           terminate his or her employment for any purpose, including, without
           limitation, in order to enter into employment with any entity which
           competes with any business conducted by the Company. During your
           employment and for all time following the termination of your
           employment, you shall not, directly or indirectly, furnish or make
           accessible to any person, firm, or corporation or other business
           entity, whether or not he, she, or it competes with the business of
           the Company, any trade secret, technical data, or know-how acquired
           by you during your employment by the Company which relates to the
           business practices, methods, processes, equipment, or other
           confidential or secret aspects of the business of the Company without
           the prior written consent from the Company, unless such information
           is or hereafter may become in the public domain other than by being
           divulged or made accessible by you in breach of this provision, or
           which is demonstrated by you to the Company's reasonable satisfaction
           to be known by you prior to the disclosure to you by the Company, or
           which is or may hereafter be disclosed by the Company to third
           parties without similar restrictions on disclosure or use, or which
           is required to be disclosed pursuant to governmental or judicial
           process or procedure. The provisions of this paragraph 6 shall be in
           full force and effect in each state in the United States where the
           Company carries on business at any time during your employment and
           for one (1) year following the termination of your employment. You
           hereby acknowledge that your services are of a special, unique and
           extraordinary character and your position with the Company places you
           in a position of confidence and trust with the clients and employees
           of the Company, and that in connection with your services to the
           Company, you will have access to confidential information vital to
           the Company's businesses. You further acknowledge that in view of the
           nature of the business in which the Company is engaged, the foregoing
           restrictive covenants in this paragraph 6 are reasonable and
           necessary in order to protect the legitimate interests of the Company
           and that violation thereof would result in irreparable injury to the
           Company. Accordingly, you hereby consent and agree that if you
           violate or threaten to violate any of the provisions of this
           paragraph 6, the Company would sustain irreparable harm and,
           therefore, the Company shall be entitled to obtain from any court of


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           competent jurisdiction, without the posting any bond or other
           security, preliminary and permanent injunctive relief as well as
           damages and an equitable accounting of all earnings, profits and
           other benefits arising from such violation, which rights shall be
           cumulative and in addition to any other rights or remedies in law or
           equity to which the Company may be entitled.

           7. Your relationship to the Company during your employment shall be
           that of an employee at-will. Thus, both you and the Company each may
           terminate the employment relationship at any time with or without
           notice.

           8. This Agreement sets forth all of the terms of your employment, and
           supersedes all prior agreements, oral or written, relating to your
           employment by the Company or the termination thereof, and may not be
           modified except by a writing, signed by you and by the Chief
           Executive Officer of the Company. This Agreement shall be governed by
           and construed in accordance with the laws of the State of Delaware,
           without regard to its choice of law rules. Subject in all respects to
           the provisions set forth in paragraph 7, this Agreement shall
           terminate on the Termination Date; provided that paragraph 6 and this
           paragraph 8 shall survive any termination of this Agreement.

                     If you agree that the above sets forth your understanding
           of our offer regarding the terms and conditions of your employment,
           please sign this Agreement in the space provided below and return it
           to me.

                                           Very truly yours,


                                           /s/ Raymond J. Miller
                                           --------------------------
                                           Raymond J. Miller
                                           Executive Vice President,
                                           Chief Operating Officer &
                                           Chief Financial Officer

           Accepted and Agreed:


           /s/ Michael S. Marcus
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           Michael S. Marcus

           Date:  12/16/99


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