AMENDMENT NO. 1 TO THE
                                RIGHTS AGREEMENT

         Amendment No. 1, dated March 26, 2001,  ("Amendment No. 1") to the
Rights Agreement (the "Rights Agreement"),  dated as of April 11, 2000, by and
between  Specialty  Catalog Corp.,  a Delaware  corporation  (the  "Company")
and  Continental  Stock Transfer & Trust Company, as Rights Agent (the "Rights
Agent").

                                   WITNESSETH:

         WHEREAS, the Company and the Rights Agent are parties to the Rights
Agreement. Unless otherwise defined herein, capitalized terms used herein shall
have the meanings ascribed to them in the Rights Agreement.

         WHEREAS, the parties now desire to amend the Rights Agreement, on the
terms and subject to the conditions set forth in this Amendment No. 1.

         NOW, THEREFORE, in consideration of the premises and the respective
mutual covenants, representations and warranties herein contained, the parties
hereto hereby agree as follows:

         1.       Section  1(k) of the Rights  Agreement is hereby  amended by
deleting it in its entirety and  inserting in its stead the following provision:

            "Exempt Person" shall mean (i) any Person or group of
            Persons who or which, prior to the time that such Person
            or group of Persons shall become the Beneficial Owner of
            15% or more of the shares of Common Stock then outstanding,
            shall receive the approval of the Board of Directors of
            the Company of the transaction or transactions which
            results in such Person or group of Persons, or Persons
            later joining such Person or group of Persons otherwise
            becoming an Acquiring Person or (ii) the Company or any
            Subsidiary (as such term is hereinafter defined) of the
            Company, in each case including, without limitation,
            in its fiduciary capacity, any employee benefit plan of
            the Company or of any Subsidiary of the Company, or any
            entity or trustee holding Common Stock for or ursuant to
            the terms of any such plan or for the purpose of funding
            any such plan or funding other employee benefits for
            employees of the Company or of any Subsidiary of the
            Company.

         2.       The parties hereto understand that, pursuant to Section 27
of the Rights Agreement, this Amendment No. 1 shall become effective as of
March 26, 2001, whether or not also executed by the Rights Agent.

         3.        Each party executing this Amendment No. 1 represents and
warrants  that the  execution,  delivery  and performance by it of this
Amendment No. 1 has been duly authorized,



executed and delivered and constitutes a valid and binding agreement enforceable
against it in accordance with its terms.

         4.       Each  party executing this Amendment No. 1 represents and
warrants that the execution, delivery and performance by it of this Amendment
No. 1 does not and will not contravene or conflict with or constitute a
violation of any provision of any law, regulation, judgment, injunction, order
or decree binding up or applicable to it.

         5.       The effective date of this Amendment No. 1 is March 26, 2001.

         6.       Except as expressly amended by this Amendment No. 1, the
Rights Agreement shall remain in full force and effect, and the parties hereto
agree to be bound by the Rights  Agreement, as the same was in effect
immediately prior to the effectiveness of this Amendment No. 1.

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         IN WITNESS WHEREOF, the parties hereto have duly executed this
Amendment No. 1 as of the date first written above.



                                         SPECIALTY CATALOG CORP.


                                     By: /s/ Thomas McCain
                                         ------------------------------------
                                         Name:  Thomas McCain
                                         Title:  Senior Vice President and
                                                 Chief Financial Officer


                                         CONTINENTAL STOCK TRANSFER &
                                         TRUST COMPANY, as Rights Agent


                                     By:
                                         ------------------------------------
                                         Name:
                                         Title: