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                                                                   EXHIBIT 10.19


                                SECOND AMENDMENT
                             TO EMPLOYMENT AGREEMENT

        This SECOND AMENDMENT TO EMPLOYMENT AGREEMENT ("Second Amendment") is
entered into as of October 1, 2001, by and between Charlotte Russe, Inc., a
California corporation (the "Company"), formerly known as Lawrence Merchandising
Corporation, and Mr. Bernard Zeichner ("Mr. Zeichner"). Capitalized terms used
and not otherwise defined herein shall have the meanings ascribed to such terms
in the Employment Agreement (as defined below).

        WHEREAS, the Company and Mr. Zeichner have entered into an Employment
Agreement (the "Employment Agreement"), dated October 1, 1996, which sets forth
the terms and conditions of Mr. Zeichner's employment by the Company;

        WHEREAS, Section 7.01 of the Employment Agreement provides that the
Company and Mr. Zeichner may amend the Employment Agreement; and

        WHEREAS, the Company and Mr. Zeichner desire to amend the Employment
Agreement as set forth in this Second Amendment;

        NOW, THEREFORE, in consideration of the premises set forth herein and
for other good and valuable consideration, the receipt of which is hereby
acknowledged, the Company and Mr. Zeichner hereby amend the Employment Agreement
as follows, effective as of October 1, 2001:

        1.     Section 3.01 of the Employment Agreement is hereby restated in
its entirety as follows:

               "SECTION 3.01. Term. Subject to earlier termination as provided
        in this Agreement, Mr. Zeichner shall be employed commencing on the date
        first mentioned above (the "Commencement Date") and ending on the
        seventh anniversary of such date (the "Term"). Neither party is under
        any obligation to extend or renew this Agreement. Any new employment
        agreement shall only be effective after having been reduced to writing
        and executed by both parties hereto. In the absence of earlier
        termination as provided herein, this Agreement shall terminate
        automatically on the seventh anniversary of the Commencement Date. In
        the event Mr. Zeichner continues to perform services after this
        Agreement has terminated, and pending execution of a new employment
        agreement, if any, such services shall constitute employment for an
        unspecified term, terminable at will, with or without cause or reason,
        with or without advance notice, and with or without pay in lieu of
        advance notice."

        2.     Section 4.01 of the Employment Agreement is hereby restated in
its entirety as follows:

               "SECTION 4.01. Salary. The Company shall pay Mr. Zeichner an
        annualized base salary of $550,000, to be paid in accordance with the
        Company's pay policy.

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        3.     Section 4.03 of the Employment Agreement is hereby amended by
adding the following sentence to the end of such Section:

               "For work performed during each of fiscal year 2002 and 2003
        (ending September 30, 2002 and 2003, respectively), Mr. Zeichner shall
        receive an annual bonus in an amount determined in accordance with
        SCHEDULE A hereto."

        4.     The following new Sections 4.12, 4.13 and 4.14 are hereby added
to the Employment Agreement immediately following Section 4.11 thereof:

               "SECTION 4.12. Life Insurance. The Company shall pay for, or
        promptly reimburse Mr. Zeichner for, insurance premiums incurred by Mr.
        Zeichner with respect to life insurance policy number #1530859, provided
        that the amount of such payments shall in no event exceed $25,000 per
        year.

               SECTION 4.13. Certain Additional Payments. The Company shall pay
        to Mr. Zeichner such additional amounts (the "Gross-Up Payment") as are
        necessary to reimburse Mr. Zeichner, on an after-tax basis, for all
        federal, state and local income and employment taxes (the "Taxes")
        payable by Mr. Zeichner with respect to the payments or benefits
        received by Mr. Zeichner pursuant to Sections 4.05, 4.06, and 4.12
        hereof (the "Payments"), such that the net amount retained by Mr.
        Zeichner, after deduction of any Taxes on the Payments and on the
        Gross-Up Payment, shall be equal to the Payments.

        5.     This Second Amendment shall be and is hereby incorporated in and
forms a part of the Employment Agreement.

        6.     Except as amended as set forth herein, the Employment Agreement
shall continue in full force and effect.

        IN WITNESS WHEREOF, the parties hereto have duly executed this Second
Amendment to Employment Agreement as of the date first set forth above.

BERNARD ZEICHNER                        CHARLOTTE RUSSE, INC.,
                                        formerly known as LAWRENCE
                                        MERCHANDISING CORPORATION

By: /s/ BERNARD ZEICHNER                By: /s/ MARK A. HOFFMAN
    ----------------------------            ----------------------------
                                        Title: Chief Operating Officer

Dated: October 8, 2001                  Dated: October 5, 2001
       -------------------------               -------------------------


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                                   SCHEDULE A

                               BONUS DETERMINATION

        For the Company's fiscal years 2002 and 2003, Mr. Zeichner shall be
eligible for a bonus based on achievement of annual EBITDA results. The bonus
amount shall be based on the Company's total consolidated earnings before
interest, taxes, depreciation and amortization (EBITDA) for each respective
year, computed pursuant to the definition provided in the Company's Second
Amended and Restated Revolving Credit Agreement, dated December 23, 1998, as
amended.

        The annual bonus shall be an amount equal to the annual EBITDA amount
multiplied by a predetermined percentage. Such percentage shall be 0.00% in the
event that EBITDA for any particular year grows 10% or less over the prior
fiscal year, shall be 0.50% if EBITDA grows 20%, and shall be 0.75% if EBITDA
grows 35% or more.

        Should EBITDA for any particular year reflect a growth rate between 10%
and 20%, the bonus percentage shall be a proportional interpolation between
0.00% and 0.50%. Should EBITDA reflect a growth rate between 20% and 35%, the
bonus percentage shall be a proportional interpolation between 0.50% and 0.75%.

        The growth rates, bonus percentages and resultant bonus payments shall
be adjusted in the event of any extraordinary acquisition by the Company, as
such adjustments shall be established by the Board, in which deliberations Mr.
Zeichner shall be entitled to participate as a member thereof.



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