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Job Title:
    
    Senior Vice President  Human ResourcesDepartment:
    
    Human ResourcesReporting To:
    
    TBDStart Date:
    
    8/22/07Annual Pay Rate:
    
    $440,000In addition, you may be considered for an annual performance
evaluation. Any corresponding pay adjustments would be based on
your performance, business results, economic & competitive
factors, and approval from the Board of Directors.Sign-On Bonus:
    
    $60,000  Payable with your first paycheck at Tween Brands. You agree to reimburse the Company the full value of your sign-on
bonus if you resign from, or voluntarily end your employment with,
the Company within one-year of your actual start date.Vacation:
    
    4 weeks per fiscal year.Vacation time is earned by employees on a fiscal year basis. Upon
termination of employment, employees receive a pro rata
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pay out of unused vacation time based on the number of worked
months in the fiscal year.Benefits:
    
    Your participation in the benefits program is outlined below. Also enclosed with this letter is a benefits document that
provides additional detail regarding eligibility periods & benefit
effective dates. You will be eligible for the health, life and
disability benefits, as described below, the first of the month
following 30 days of full time employment.Health Benefits: You will be eligible to participate in
the medical, dental and vision insurance programs offered by Tween
Brands. An overview of the program as well as the bi-weekly
premiums is outlined in the enclosed benefits document.Life Insurance: You will receive 4 times your annual base
pay ($1,000,000 maximum) paid for by Tween Brands. In addition,
you will have the option to purchase additional life insurance for
yourself, spouse and children all at very competitive rates.Disability Insurance: You will be eligible to participate
in the salary continuation, short-term and long-term disability
insurance program offered by Tween Brands. The salary continuation
program provides 100% of your pay for up to 30 days beginning on
day 6 of the disability. Short & Long-term disability both provide
60% of your pay, which can last up to age 65 with long-term
disability. All payments are based on physician certification and
medical necessity.Retirement: Upon completion of eligibility requirements,
you will be eligible for the Savings and Retirement Plan. Each
year, Tween Brands makes a discretionary contribution of 3% of
your pay up to the social security wage base and 6% of your pay
above from years 1 thru 5. After 5 years, the company makes a
discretionary contribution of 4% of your pay up to social security
wage base and 7% of your pay above.401(k): Upon completion of your eligibility requirements,
you will be eligible to participate in the 401(k) Retirement Plan.
This plan allows you the opportunity to defer your money (as much
as 50% up to IRS limits) into the pre-tax 401(k) Retirement Plan.
These contributions are not eligible for an employer match.Deferred Compensation: Upon completion of eligibility
requirements, you will be eligible to participate in the Deferred
Compensation Plan. This plan allows you the opportunity to defer
your money (up to 50%) into the pre-tax Deferred Compensation
Plan. In addition, the company will match your first 3% of
deferrals on a 2-for-1 basis (3%  meaning 3% of your annual
salary). In other words, if you put in 3% then the company will
also put in 6% for a total contribution of 9%.
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Limited Too & Justice Discount: You will
receive a 40% discount on purchases at all Limited Too
stores and 40% discount at all Justice stores
immediately upon employment.Severance: Tween Brands would provide severance of one
year of service under two circumstances 1) change of control and
2) if terminated without cause.Non-Compete: If The Limited were to initiate legal
proceedings against you regarding your non-compete provision,
Tween Brands agrees to reimburse you up to $10,000 in attorney
fees.Incentive Compensation:
    
    Participation in the Incentive Compensation (cash bonus)
program at a target level of 65% of your annual base salary. Your initial annual target
level is $286,000. The current maximum annual payout is double your target level
($572,000 maximum).All Incentive Compensation (IC) payouts are based on Tween
Brands, Inc.s financial results and your individual performance
results, and can vary from zero (0) to a maximum of double your
target level.IC is paid twice a year at the end of each season (August and
February). The spring season is weighted at 40%; the fall season
is weighted at 60%.All participants must be actively employed on the day IC is
paid out to be eligible for an IC payment.Stock Options:
    
    You will receive 25,000 Stock Options, plus 10,000 Restricted
Shares upon employment date, as outlined below.The price of option shares will be the closing price of
our stock on the first day of employment.Stock Options are exercisable:These 25,000 Stock Options are exercisable as follows:
 Vesting Period
    
    # Vested Per Year
    
    Total Vested25% vested after 1 year
    
    
    6,250
    
    
    
    6,25025% vested after 2 years
    
    
    6,250
    
    
    
    12,50025% vested after 3 years
    
    
    6,250
    
    
    
    18,75025% vested after 4 years
    
    
    6,250
    
    
    
    25,000
 These 10,000 Restricted Shares are exercisable as follows:
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Vesting Period
    
    #Vested Per Year
    
    Total Vested25% vested after 1 year
    
    
    2,500
    
    
    
    2,50025% vested after 2 years
    
    
    2,500
    
    
    
    5,00025% vested after 3 years
    
    
    2,500
    
    
    
    7,50025% vested after 4 years
    
    
    2,500
    
    
    
    10,000
 Stock exercising, along with other items, is described in the
terms and conditions of the plan document.All future grants will be made commensurate with your position
and performance on an annual basis. And all stock grants are
contingent upon the approval from the Board of Directors.
 please sign both copies, keep one for your
records and return one in the enclosed envelope.
   Sincerely,
    
    I accept your offer as specified above./s/ Mike Rayden
    
    /s/ Michael KeaneMike Rayden
Chief Executive Officer
Phone: (614) 775-3510
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POWER OF ATTORNEY
       th
 /s/ Michael Keane
SignaturePrint Name Michael Keane