AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT

         AMENDMENT No. 2 dated as of August 8, 2000 ("Amendment No. 2") to the
Employment Agreement dated August 28, 1998 as amended November 30, 1998 (the
"Employment Agreement") by and between G+G Retail, Inc., a Delaware corporation
(the "Company") and Jay Galin, an individual resident at 211 East 70th Street,
New York, New York 10021 (the "Executive").

         The Company desires to provide for the Executive's continued employment
with the Company and the Executive wishes to accept such continued employment
upon the terms and subject to the conditions set forth in the Employment
Agreement, as amended hereby.

         NOW, THEREFORE, the parties hereto, intending to be legally bound,
hereby agree as follows:

         1. Capitalized terms used but not defined herein shall have the
meanings set forth in the Employment Agreement.

         2. The term of Executive's employment under the Employment Agreement
shall be extended for a further period of three years, beginning on August 28,
2000 and ending on August 27, 2003. References in the Employment Agreement to
the "Employment Period" shall mean the term of Executive's employment by the
Company as extended hereby.

         3. Section 2.2 of the Consulting Agreement is hereby amended and
restated in its entirety to read as follows:

                  "2.2     Term

                  Subject to earlier termination pursuant to Section 4, this
Agreement shall commence on the date hereof and shall continue until August 27,
2003 (the "Consultation Period")."

         4. Except as specifically amended above, the Employment Agreement is
and shall continue to be in full force and effect and is hereby ratified and
confirmed in all respects.

         5. This Amendment No. 2 shall be governed by and construed in
accordance with the laws of the State of New York without regard to conflicts of
laws principles.

         6. This Amendment No. 2 may be executed in one or more counterparts,
each of which shall be deemed to be an original copy of this Amendment No. 2 and
all of which, when taken together, shall be deemed to constitute one and the
same agreement.

         IN WITNESS WHEREOF, the parties hereto have entered into this Amendment
No. 2 on the date and year first above written.



                                      G+G RETAIL, INC.



                                      By:  /s/ Scott Galin
                                         _______________________________________
                                           Scott Galin
                                           President and Chief Operating Officer



                                           /s/ Jay Galin
                                      __________________________________________
                                           Jay Galin