Exhibit 10.1


          AMENDMENT TO PRIVATE LABEL CREDIT CARD PROGRAM AGREEMENT


This Amendment is to that certain Private Label Credit Card Program
Agreement between World Financial Network National Bank, ("Bank ") and
United Retail Group, Inc. and United Retail Incorporated (collectively
referred to as "Retailer"), dated January 27, 1998.

                  * * * * * * * * * * * * * * * * * * * *

         WHEREAS, Bank and Retailer entered into that certain Private Label
Credit Card Program Agreement dated January 27, 1998, as amended (the
"Agreement"); and,

         WHEREAS, Bank and Retailer now desire to amend the Agreement as
set forth herein;

         NOW, THEREFORE, Bank and Retailer hereby agree as follows:

1.       The definition of "Cost of Funds" in Section 1.1., Definitions, is
         hereby amended effective as of February 28, 2002 to read as
         follows:

         "Cost of Funds" means, for any period, the following: (a) for up
         to the first Eighty-five Million Dollars ($85,000,000) tranche of
         Receivables, the cost of financing such Receivables for the three
         (3) month period commencing February 28, 2002 and for each three
         (3) month period thereafter will be based on one year Constant
         Maturity Treasuries plus 25 basis points to be reset every three
         (3) months, with one year Constant Maturity Treasuries not to be
         more than six and three-quarters percent (6.75%) per annum and not
         to be less than five percent (5%) per annum for the purpose of
         this calculation, and (b) for the balance of the Receivables, the
         cost of financing such Receivables for that period, based on the
         following: the average annualized cost of borrowings of the Master
         Trust(s) for that period (weighted at 90% of the cost of
         financing) and the average annualized cost of Bank's borrowings
         for that period (weighted at 10% of the cost of financing), it
         being understood that Bank shall use its best efforts to obtain
         appropriate derivative instruments in respect of tranches of
         Receivables other than the first Eighty-five Million Dollars
         ($85,000,000) tranche of Receivables for amounts acceptable to
         Retailer ("Appropriate Derivative Instruments"), provided that
         such amounts shall be treated as Pass Through Expenses.

2.       For and in consideration of Bank's agreement to amend the
         Agreement Retailer agrees to pay to Bank on or before April 1,
         2002 the sum of Seventy-five Thousand Dollars ($75,000).

3.       As hereby amended and supplemented, the Agreement shall remain in
         full force and effect.


         IN WITNESS WHEREOF, the parties hereto have executed this Amendment
the date(s) set forth below.

World Financial Network National Bank

By: /s/ Daniel T. Groomes
    ----------------------------------
   Daniel T. Groomes, President

Date: 4/5/02



United Retail Group, Inc.

By: /s/ George R. Remeta
    ----------------------------------
    George R. Remeta
    Vice Chairman

Date: 3/29/02



United Retail Incorporated

By: /x/ Jon Grossman
   ----------------------------------
   Jon Grossman
   Vice President - Finance

Date: 3/29/02