**Exhibit 10.39****SEPARATION PAY, CONFIDENTIALITY & NON-COMPETITION AGREEMENT**     As an executive associate of Tween Brands, Inc. (the “Company”), I have access to tradesecrets and other confidential or proprietary information (“Confidential Information”) of theCompany. I may also originate or develop Confidential Information in connection with theperformance of my duties with the Company. I understand that all of such Confidential Informationas well as any inventions, designs or innovations that I conceive or devise from my use of theCompany’s time, equipment, facilities and support services belong exclusively to the Company, andthat it may not be used for my personal benefit, the benefit of a competitor, or for the benefit ofany person or entity other than the Company.     THEREFORE, in consideration of separation allowances as described in paragraph 4, and in theform of the 2006 Tween Brands stock option award to receive 3,000 restricted shares and options toacquire 5,000 shares of common stock of Tween Brands pursuant to the terms of the agreement and inrecognition of the highly competitive nature of the business conduct by the Company, I agree asfollows:     1. I will at all times during my employment with the Company and thereafter faithfully holdthe Company’s Confidential Information in the strictest confidence, and I will use my best effortsand highest diligence to guard against its disclosure to anyone other than as expressly required inthe performance of my duties to the Company. I understand that Confidential Information includes,among other things, any information and materials pertaining to products, designs, formulas,packaging or processes, and developments or improvements relating to them; licensing, sourcing,manufacturing, merchandising, packaging plans and techniques, advertising, marketing andpromotional plans and policies; distribution or sales plans and methods; technical and businessprocedures or strategies; sales, profit or other financial information; relationships between theCompany and any of its customers, suppliers or employees; stores and real estate; and the salaries,compensation, performance history or any other personnel information relating to employees of theCompany. “Confidential Information” does not include information that, now or in the future, isgenerally available to the public (other than through improper disclosure by me) or informationacquired from a third party who had authority to disclose it.     2. Upon my separation from the Company, regardless of the reason for my separation, I willreturn to the Company all documents and other materials of any kind that contain ConfidentialInformation.     3. If I leave the Company for any reason whatsoever, then for a period of twelve (12) monthsafter my separation from the Company, I will not directly or indirectly solicit, induce or attemptto influence any associate to leave the employment of the Company, nor will I in any way assistanyone else in doing so.
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     4. I understand that my employment with the Company is and at all times shall be “at will,”which means that either the Company or I may terminate my employment at any time, for any reason orfor no reason. However, if my employment with the Company is terminated by the Company for reasonsother than for cause as defined below, I understand that the Company will continue to pay me myweekly base salary for a period of fifty-two (52) weeks, minus the deductions required by law andsubject to a deduction of any salary or compensation that I earn from other employment orself-employment during the time period is question, regardless of when such amount is payable.Cause for termination of my employment shall exist in the event I: (1) willfully fail to perform myduties with the Company (other than a failure resulting from my incapacity due to a physical ormental illness); or (2) plead “guilty” or “no contest” to or am convicted of an act which isdefined as a felony under federal or state law; or (3) engage in willful misconduct in bad faithwhich could reasonably be expected to materially harm the Company’s business or its reputation.     5. If I decide to resign my employment with the Company, I understand the Company requeststhat I provide a thirty (30) day prior written notice.     6. If I leave the Company for any reason, I will not, for a period of twelve (12) months aftermy separation from the company, directly or indirectly, work for or contribute to the efforts ofany business organization that competes, or plans to compete, with the Company or its products.     7. This Agreement will be governed by and interpreted in accordance with Ohio law.       /s/Paul C. Carbone   July 21, 2006                Tween Brands, Inc.             /s/William E. May, Jr.   July 26, 2006  Executive Vice President and Chief Operating Officer    
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