TRANS WORLD ENTERTAINMENT Personal and Confidential

EXHIBIT 10.3

TRANS WORLD

ENTERTAINMENT

Personal and Confidential

October 17, 2016

Dear Josh:

I am pleased to offer you the position of Chief Executive Officer with etailz Inc. (“etailz”), a subsidiary of Trans World Entertainment Corporation (the “Company”). As Chief Executive Officer with etailz, you will report to the Chief Executive Officer of the Company (or his successor).

This position is offered on and subject to the following terms and conditions. The description of the terms of the employee benefit plans and programs below is subject to their terms, as in effect from time to time, and which may be amended by etailz or the Company at any time.

The terms of this offer of employment will take effect from the date of this Agreement, October 17, 2016 (the “Commencement Date”).

Agreement, upon any termination of your employment for any reason, you shall be entitled to receive (A) all accrued, but unpaid base salary, (B) all accrued and unpaid vacation; and (C) reimbursement of all business expenses incurred prior to the date of termination. For purposes of this Agreement, these amounts shall be collectively referred to as the “Accrued Obligations.”

In the event that you terminate your employment hereunder for any reason, you shall give the Company not less than thirty (30) days written notice prior to the date on which you intend to terminate such employment. The foregoing notwithstanding, the Company may, in its sole discretion, waive all or a portion of such thirty (30) day notice requirement, in which event your resignation shall become effective on such earlier date as may be designated by the Company.

(i) salary continuation for a period of 26 weeks (the “Severance Period”);

(ii) all shares of stock issued to you in accordance with Section 2.5(a)(iv) of the Share Purchase Agreement dated as of the date hereof by and among etailz, the Sellers and Sellers’ Representative (as defined therein) and the Company (the “Purchase Agreement”) in connection with the acquisition by the Company of etailz shall accelerate and become fully vested and no longer subject to any restriction; and

(iii) provided that you, are participating in the Company’s group health, dental and vision plans on the termination date and elect on a timely basis to continue that participation in some or all of the offered plans through the federal law commonly known as “COBRA,” the Company will reimburse you for your actual COBRA premiums paid for the Severance Period or until you are eligible to enroll in the health, dental and/or vision plans of another employer, if earlier.

The foregoing notwithstanding, if you obtain a subsequent employment position or engagement prior to the expiration of the Severance Period, any compensation or fees you earn or receive during the Severance Period pursuant to such subsequent employment or engagement shall reduce the Company’s severance payment obligations hereunder on a dollar for dollar basis. You will provide the Company with written notice as soon as practicable following the date you obtain a subsequent position, which notice shall further specify the amount of compensation you will receive from such subsequent employment or engagement during the Severance Period.

For purposes of this Agreement, “Disability” means your inability to perform the essential functions of your regular duties and responsibilities, as Chief Executive Officer of etailz, with or without reasonable accommodation, due to a physical or mental injury, illness or impairment for a period of (1) six consecutive months or (ii) an aggregate of nine months (whether or not consecutive) in any 12-month period.

reason whatsoever. “Confidential Information” shall include trade secrets and other non-public or proprietary TWE information, reports, material and documents. You will execute as a condition of employment such freestanding trade secrets, confidentiality and intellectual property agreement as shall be mutually agreed to between you and the Company.

You also agree to keep the terms of this offer letter confidential and not to disclose its contents, in whole or in part, to any persons other than to your family members and advisors, unless TWE shall have publicly disclosed the contents hereof.

Anything herein to the contrary notwithstanding, the provisions of this Paragraph 9 shall not apply (i) when disclosure is required by law or legal process, (ii) with respect to any litigation, arbitration or mediation involving this offer letter, or (iii) as to Confidential Information that becomes generally known to the public or within the relevant trade or industry other than due to your violation of this Paragraph 9.

Agreement in the absence of the restrictions set forth here, (iv) a breach or threatened breach of your covenants and restrictions could cause irreparable harm to TWE for which it would have no adequate remedy at law. Accordingly, notwithstanding any language contained in this Agreement, and in addition to any remedies which the Company may have at law, in the event of an actual or threatened breach of your covenants and restrictions contained in this Agreement, the Company shall have the absolute right to apply to any court of competent jurisdiction for such injunctive or other equitable relief as such court may deem necessary or appropriate in the circumstances (without the requirement of posting a bond or any other type of undertaking). Additionally, you agree that in the event that any court of competent jurisdiction should hold that the duration, area, scope or other term of a restriction set forth in this Agreement is unreasonable or unenforceable under circumstances now or hereafter existing, the maximum duration, area and scope of restriction and other term reasonable under the circumstances shall be substituted. In the event that you or the Company initiates any proceeding in an attempt to confirm or enforce either of your rights under Paragraph 7 or 8 of this Agreement, the parties agree that the time period during which you are restricted pursuant to this Agreement will be tolled to the furthest extent allowed under applicable law. In the event of any proceeding relating to the foregoing, or otherwise relating to the enforcement of any of the provisions of this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys’ fees and expenses.

This offer letter shall be governed by and construed and interpreted in accordance with the laws of the State of New York without reference to the principles of conflict of laws. Any action or proceeding seeking to enforce any provision of, or based on any right arising out of, this Agreement may be brought against any of the parties in the courts of the State of New York, or, if it has or can acquire jurisdiction , in the United States District Court for the Southern District of New York, and each of the parties consents to the jurisdiction of such courts (and of the appropriate appellate courts) in any such action or proceeding and waives any objection to venue laid therein. This offer letter may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which together shall constitute one and the same instrument. Signatures delivered by facsimile or PDF shall be effective for all purposes.

The parties intend that this Agreement and the payments and benefits provided hereunder be exempt from the application of Section 409A, and the rules and regulations issued thereunder, to the maximum extent possible, whether pursuant to the short-term deferral exception described in Treasury Regulation Section 1.409A-1(b)(4), the involuntary separation pay plan exception described in Treasury Regulation Section 1.409A-1(b)(9)(iii), or otherwise. To the extent Section 409A is applicable to this Agreement, the parties intend that this Agreement and any payments and benefits hereunder comply with the deferral, payout and other limitations and restrictions imposed under Section 409A so as to avoid the imputation of any tax, penalties, accelerated taxation or interest under Section 409A. Notwithstanding anything herein to the contrary, this Agreement shall be construed, interpreted, operated and administered in a manner consistent with such inten-

tions; provided that no action or failure to act pursuant to this Section 12 shall subject the Company or etailz to any claim, liability, or expense, and the Company and etailz shall not have any obligation to indemnify or otherwise protect you from any obligation to pay any taxes, interest or penalties pursuant to Section 409A.

Without limiting the generality of the foregoing, and notwithstanding any other provision of this Agreement to the contrary, the parties agree that if (i) it is determined that you are a “specified employee” within the meaning of Section 409A upon the date of your termination, and (ii) some or any portion of the amounts payable to you, when considered together with any other severance payments or separation benefits which may be considered deferred compensation under Section 409A (together, the “Deferred Compensation Separation Benefits”) would result in the imposition of the penalty tax under Section 409A if paid to you on or within the six (6) month period following the termination date, then to the extent such portion of the Deferred Compensation Separation Benefits resulting in the imposition of additional tax would otherwise have been payable on or within the first six (6) months following the date of your termination, it will instead become payable on the first payroll date that occurs on or after the date six (6) months and one (1) day following the termination date (or such longer period as is required to avoid the imposition of additional tax under Section 409A). All subsequent Deferred Compensation Separation Benefits, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit.

Any voluntary termination by you in anticipation of a termination for Cause under this definition, or a separation for other than Cause at a time when grounds for termination for Cause exist, shall be deemed a termination for Cause.

“Good Reason” For purposes of this Agreement, your resignation shall be deemed to be for Good Reason if you resign following any one or more of the following without your consent:

provided however, that for purposes of “Good Reason”, nothing described above shall constitute Good Reason unless you have notified the Company in writing describing the event which constitutes Good Reason within 45 days after the occurrence of such event and then only if the Company shall have failed to cure such event within 45 days after the Company’s receipt of such written notice and you elect to terminate your employment as a result at the end of such 45 day cure period.

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If you have any questions, please do not hesitate to contact me.

Sincerely,

/s/ Mike Feurer

ACKNOWLEDGED AND AGREED TO:

/s/ Josh Neblett

October 17, 2016