FOURTH AMENDMENT OF LEASE AGREEMENT

Exhibit 10.1

FOURTH AMENDMENT OF LEASE AGREEMENT

     THIS AGREEMENT is made this 12th day of June, 2006 and between Blue Grass Partnership and Deb Shops, Inc., a Pennsylvania corporation.

     WHEREAS, Blue Grass Partnership and Joy Shops, Inc. (predecessor-in-interest to Deb Shops, Inc.) entered into a lease agreement dated June 15, 1982 for the premises 9401 Blue Grass Road, Philadelphia, Pennsylvania, which lease agreement was modified by an Amendment of Lease Agreement dated December 27, 1984 and a Second Amendment of Lease Agreement dated as of June 1, 1997, and a [Third] Amendment of Lease Agreement dated January 3, 1999; and

     WHEREAS, the parties desire to extend the term of the Lease.

     NOW, THEREFORE, in consideration of the above premises and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

     1.      The term of the Lease is hereby extended for an additional five (5) year period. The Lease will now terminate on June 14, 2012.

     2.      The Minimum Rent for the extended term (June 15, 2007 to June 14, 2012) shall be at Two Dollars and Fifty Cents ($2.50) per square foot.

     3.      All other terms and conditions of the Lease Agreement shall remain in full force and effect.