Exhibit 10.18


FIRST AMENDMENT TO OFFICE LEASE


This First Amendment to Office Lease (this “First Amendment”) is made and entered into
as of January 31, 2005, by and between 443 SOUTH RAYMOND TENANT, LLC, a
California limited liability company (“Landlord”),  and THE CHILDREN’S PLACE SERVICES COMPANY,
LLC, a Delaware limited liability company (“Tenant”).


R  E  C
I  T  A  L  S:


A. 443 South Raymond Owner, LLC, a California
limited liability company (“443 Owner”)
and Tenant executed that certain Office Lease (the “Lease”), dated January 21, 2005, pursuant
to which Tenant leased certain space in the project located at 443 South
Raymond Avenue, Pasadena, California.


B. The “Landlord” entity was incorrectly stated
throughout the Lease and the Guaranty relating thereto, and Landlord and Tenant
desire to amend the Lease to reflect the correct Landlord entity and to
otherwise agree upon the terms and conditions set forth in this First
Amendment.


D. All undefined terms when used herein shall have
the same respective meanings as are given such terms in the Lease, unless
expressly provided otherwise in this First Amendment.


A  G  R
E  E  M  E  N  T:


NOW, THEREFORE, in consideration of the foregoing
recitals and the mutual covenants contained herein, and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto hereby agree as follows.


1. Landlord
Entity. Landlord and Tenant hereby acknowledge and agree that
the Lease erroneously referred to “Landlord” as 443 Owner. Based upon the
foregoing, Landlord and Tenant further acknowledge and agree that, retroactive
to the date of the full execution and delivery of the Lease, (i) all references
in the Lease to 443 Owner shall be deemed deleted and replaced with Landlord,
as set forth in this First Amendment, (ii) the landlord under the Lease shall
be deemed the Landlord set forth in this First Amendment (and not 443 Owner) as
if the Landlord set forth in this First Amendment originally executed the
Lease, and (iii) the Lease, as amended hereby, is and shall be in full force or
effect between Landlord, as landlord, and Tenant, as tenant.


2. Amendment to
Letter of Credit. Concurrently herewith, Tenant shall provide
Landlord with an amendment to the L-C, reasonably acceptable to Landlord,
providing that all references in the L-C to the 443 Owner are deleted and are
replaced with the Landlord entity set forth in this First Amendment.


3. No Further
Modification. Except as specifically set forth in this First
Amendment, all of the terms and provisions of the Lease shall remain unmodified
and in full force and effect. In the event of any conflict between the terms
and conditions of the Lease and the terms and conditions of this First
Amendment, the terms and conditions of this First Amendment shall prevail.











IN
WITNESS WHEREOF, this First Amendment has been executed as of the day and year
first above written.


	
  “LANDLORD”

  	
   

  	
  “TENANT”

  
	
   

  	
   

  	
   

  
	
  443 SOUTH
  RAYMOND TENANT, LLC, 

  a California limited liability company

  	
   

  	
  THE CHILDREN’S PLACE SERVICES 

  COMPANY, LLC, a Delaware limited 

  liability company

  
	
   

  	
   

  	
   

  	
   

  
	
   By:

  	
  SALL Lexington,
  LLC 

  	
   

  	
   

  
	
   

  	
  a California
  limited liability company, 

  	
   

  	
  By: 

  	
   

  	
  /s/ Neal Goldberg

  
	
   

  	
  its Managing
  Member

  	
   

  	
   

  	
  Its:

  	
  NEAL GOLDBERG - PRESIDENT

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  SALL, LLC 

  	
   

  	
   

  
	
   

  	
   

  	
  a California
  limited liability 

  	
   

  	
  By: 

  	
   

  	
  /s/ Steven
  Balasiano

  
	
   

  	
   

  	
  company, its
  Managing Member

  	
   

  	
   

  	
  Its: 

  	
  STEVEN
  BALASIANO

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  SR.
  VICE PRESIDENT & GENERAL
  COUNSEL

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Michael
  Adler

  	
   

  	
   

  
	
   

  	
   

  	
  Michael Adler,
  its member

  	
   

  	
   

  
									



 


GUARANTY AMENDMENT/GUARANTOR ACKNOWLEDGEMENT


By
its execution of this First Amendment to Lease, the undersigned, Guarantor of
the above-modified Lease, hereby acknowledges and agrees that (i) the Guaranty
and Lease erroneously referred to “Landlord” as 443 Owner, and (ii) retroactive
to the date of the execution of the Guaranty (a) all references in the Guaranty
to 443 Owner shall be deemed deleted and replaced with Landlord, as set forth
in this First Amendment, (b) the landlord under the Lease and under the
Guaranty shall be deemed the Landlord set forth in this First Amendment (and
not 443 Owner) as if the Landlord set forth in this First Amendment was
originally set forth in such documents, and (c) the Guaranty, as amended
hereby, is and shall be in full force and effect in favor of Landlord, as set
forth in this First Amendment. Guarantor furthermore consents to the
modifications of the Lease set forth in this First Amendment to Lease, and
hereby reaffirms its obligations pursuant to the Guaranty, as amended hereby,
with respect to the Lease, as amended by this First Amendment.


	
  THE CHILDREN’S PLACE RETAIL
  STORES, INC., 

  	
   

  
	
  a Delaware
  corporation

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
  /s/ Neal Goldberg

  	
   

  
	
   

  	
  Its: 

  	
  NEAL GOLDBERG - PRESIDENT

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
  /s/ Steven Balasiano

  	
   

  
	
   

  	
  Its:

  	
  STEVEN BALASIANO 

  	
   

  
	
   

  	
   

  	
  SR. VICE PRESIDENT & GENERAL COUNSEL