Exhibit No. 10.1

Promissory Note, dated November 17, 2000, from Raphael Benaroya to the
Corporation.


                                    NOTE


$223,285.55                                                 November 17, 2000


         FOR VALUE RECEIVED, RAPHAEL BENAROYA (the "Maker") promises to pay
to the order of UNITED RETAIL GROUP, INC., a Delaware corporation (the
"Payee"), at the office of the Payee or at such other place as may be
designated in writing by the holder of this Note, the principal sum of Two
Hundred Twenty-Three Thousand Two Hundred Eighty-Five and 55/100 dollars
($223,285.55) one year and two days from the date set forth above. Both the
Maker and the Payee maintain offices at 365 West Passaic Street, Rochelle
Park, New Jersey 07662.

         Interest on the outstanding balance of principal from the date
hereof is payable at maturity at a rate per annum ("Interest Rate") equal
to the Prime Rate (as hereinafter defined).

         "Prime Rate" means the prime commercial lending rate of The Chase
Manhattan Bank announced to be in effect from time to time. (The Prime Rate
is not necessarily the lowest rate charged by The Chase Manhattan Bank for
commercial or other types of loans, it being understood that the Prime Rate
is only one of the bases for computing interest on loans made by The Chase
Manhattan Bank.)

         In the event of any change in the Prime Rate, the Interest Rate
shall be adjusted on and as of the effective date of any change in Prime
Rate provided that in no event shall such rate exceed the maximum rate of
interest permitted by law. Interest shall be calculated on the basis of a
360-day year for the actual number of days involved.

         The Maker shall have the right to prepay this Note in whole at any
time, or in part from time to time, without premium or penalty, but with
accrued interest on the amount being prepaid to the date of such
prepayment.

         This Note is made as a payment of interest on the Maker's note to
the order of the Payee, dated November 18, 1999, in the original principal
amount of $2,416,437.52.

         The Maker represents that:

         (a) there are no actions, suits or proceedings pending, or to the
knowledge of the Maker threatened, against or affecting the Maker which
could have an adverse effect on the ability of the Maker to honor his
obligations hereunder, or involving the validity or enforceability of this
Note, at law or in equity; the Maker, to the best of his knowledge after
due investigation, is not in default or in violation with respect to, or
operating under or subject to, any order, writ, injunction, decree or
demand of any court, it being understood that the existence of any such
suit or proceeding which in the judgment of the Payee would have an adverse
impact on the ability of the Maker to honor his obligations hereunder shall
be a default hereunder;

         (b) the consummation of the transactions hereby contemplated and
performance of this Note will not result in any breach of, or constitute a
default under, any mortgage, deed of trust, lease, bank loan or credit
agreement, partnership agreement, or other agreement or instrument to which
the Maker is a party or by which he may be bound or affected;

         (c) there is no default on the part of the Maker under or with
respect to this Note and no event has occurred and is continuing which with
the giving of notice or the passage of time or both would constitute a
default hereof;

         (d) the Maker is not insolvent and will not be rendered insolvent
by execution of this Note or consummation of the transaction contemplated
thereby;

         (e) the Maker has no offsets, defenses or counterclaims to the
enforcement of this Note and this Note is enforceable against the Maker in
accordance with its terms; and

         (f) this Note constitutes the valid and binding obligation of the
Maker and is enforceable against the Maker in accordance with its terms.

         No failure on the part of the Payee to exercise, and no delay in
exercising, any right, remedy or power hereunder or under any other
document or agreement executed in connection herewith shall operate as a
waiver thereof, nor shall any single or partial exercise by the Payee of
any right, remedy or power hereunder or under any other document or
agreement executed in connection herewith preclude any other or future
exercise of any other right, remedy or power.

         Each and every right, remedy and power hereby granted to the Payee
or allowed it by law or other agreement shall be cumulative and not
exclusive and may be exercised by the Payee from time to time.

         In the event that the Payee, in enforcing its rights hereunder,
determines that charges and fees incurred in connection with the Note may,
under the applicable laws relative to usury, cause the interest rate herein
to exceed the maximum rate allowed by law, then such interest shall be
recalculated and any excess over the maximum interest permitted by said
laws shall be credited to the then outstanding principal balance to reduce
said balance by that amount. It is the intent of the parties hereto that
the Maker, under no circumstances, shall be required to pay, nor shall the
Payee be entitled to collect, any interest which is in excess of the
maximum legal rate permitted under the applicable laws relative to usury.

         This Note may not be changed or modified orally, nor may any right
or provision hereof be waived orally, but in each instance only by an
instrument in writing signed by the holder of this Note, in the case of the
Payee, by its Chief Administrative Officer.

         The Maker agrees that in the event that any interest due hereunder
shall become overdue for a period in excess of fifteen (15) days, a late
charge of two cents ($0.02) for each dollar ($1.00) so overdue shall be
charged by the Payee for the purpose of defraying the expense incident to
handling such delinquent payment, which the Maker agrees to pay.

          Presentment for payment, notice of dishonor, protest and notice
of protest and all other demands and notices in connection with the
delivery, performance and enforcement of this Note are hereby waived.

         If this Note shall be collected by legal proceedings or through
any civil court or shall be referred to any attorney because of any
default, the Maker agrees to pay a reasonable sum for attorney's fees and
expenses.

         This Note shall be construed, enforced, and governed by the laws
of the State of New Jersey, without regard to principles of conflicts of
laws.

                           /s/ Raphael Benaroya
                               -----------------
                               RAPHAEL BENAROYA