Exhibit 10.48


November  12,
2007


TDS Franchising, LLC


c/o The Walt Disney Company


500 South Buena Vista Street


Burbank, California 91521


Attention:  Mr. Stephen M. Finney

                  Senior
Vice President


Re:       Disney Store
License and Conduct of Business Agreement


Ladies and Gentlemen:


This will confirm our
discussions regarding certain provisions of the License and Conduct of Business
Agreement dated as of November 21, 2004 (as amended to date (including letter
agreement amendments), the “License Agreement”)
by and among TDS Franchising, LLC (“TDSF”),
Hoop Retail Stores, LLC, successor to The Disney Store, LLC (“Hoop USA”), and Hoop Canada, Inc.,
successor to The Disney Store (Canada) Ltd. (“Hoop
Canada” and, together with Hoop USA, “Licensee”).  Capitalized
terms used in this letter without definition have the respective meanings
assigned to such terms in the License Agreement.


The License Agreement as
currently in effect establishes an “Internet Start Date” corresponding to a
date mutually agreed upon by the parties, but in any event not later than
April 1, 2007.   Pursuant to the
terms of the License Agreement, Licensee was to have launched an Internet Store
not later than such Internet Start Date.


Prior to April 1, 2007,
TDSF and Licensee determined that, in lieu of an Internet Store as contemplated
by the License Agreement, it would be beneficial for the parties to implement
an alternative arrangement under which the proposed Internet Store would occupy
a portion of the website owned and operated by certain of TSDF’s Affiliates and
located at www.disneyshopping.com.  This alternative arrangement was tentatively
instituted in July 2007, subject to and contingent upon the parties’
preparation and execution of a definitive agreement pertaining thereto.  In furtherance thereof, the parties have
exchanged drafts of a definitive “Internet Store Amendment” that would modify
the provisions of the License Agreement to give effect to this alternative
arrangement.  To allow sufficient time to
try to complete this definitive agreement, the parties hereby agree that the “Internet
Start Date” as defined in the License Agreement is hereby changed to be January
31, 2008; provided, however, that for purposes of Section 7.1.1(II) of the
License Agreement, the Internet Start Date shall remain October 1, 2005.  












This amendment to
change the Internet Start Date shall be deemed to take effect retroactively as
of April 1, 2007.


In addition, Licensee has
advised TDSF that Licensee’s independent auditors, Deloitte & Touche LLP,
have declined to accept reappointment for the 2007 fiscal year and that
Licensee will engage BDO Seidman LLP as its auditors for the 2007 fiscal
year.  TDSF and Licensee hereby agree (i)
that Licensee has provided sufficient notice of such change in auditors in
accordance with the last sentence of Section 9.14 of the License Agreement and
(ii) that Section 9.14 of the License Agreement is amended to add the following
sentence at the end of such Section:  “Notwithstanding
the foregoing, the firm of BDO Seidman LLP may serve as Licensee’s auditors.”  Such amendment shall be deemed to take effect
retroactively as of October 8, 2007.


Except as specifically
provided herein, all other terms and conditions of the License Agreement shall
not be modified, changed or amended in any manner and shall remain in full
force and effect.


Please confirm your
agreement with the matters set forth herein by executing a copy of this letter
where indicated below and returning it to us, whereupon this letter will be
deemed a binding amendment to the License Agreement.


	
   

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  HOOP RETAIL
  STORES, LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
  HOOP CANADA,
  INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  
	
   

  
	
  Acknowledged and Agreed:

  
	
   

  
	
  TDS FRANCHISING,
  LLC

  
	
   

  
	
  By:

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  
									



 



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cc:


Hoop
Retail Stores, LLC


Hoop
Canada, Inc.


c/o  The Children’s Place Retail Stores, Inc.


915
Secaucus Road


Secaucus,
New Jersey  07094


Attention:  General Counsel


Facsimile:  (201) 558-2825


The
Walt Disney Company


500
South Buena Vista Street


Burbank,
California 91521-0599


Attention:  James Kapenstein, Esq.


Facsimile:  (818) 562-1813


Stroock
& Stroock & Lavan LLP


180
Maiden Lane


New
York, New York 10038


Attention:  Jeffrey S. Lowenthal, Esq.


Facsimile:  (212) 806-6006



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