Employment Offer Letter between Too, Inc. and Poe A. Timmons (Senior Vice President/CFO)

As soon as possible.

$300,000.00 Annually.

•      Annual review March 2006 and each March thereafter, with annual adjustments based on:

        1)    Your performance

        2)    Economic factors

      (e.g., inflation, comparable job market, etc.)

        3)    Total Company results

10,000 Options upon employment date.

•      The price of option shares will be the closing price of our stock on the first day of employment.

•      Stock Options and Restricted Service Shares are exercisable:

25% after 1 year             25% after 2 years

25% after 3 years           25 % after 4 years

•      All future grants will be made commensurate with your position and performance on an annual basis.

•      All future grants will be made commensurate with your position and performance on an annual basis and with the approval of the Compensation Committee.

•      Participation in the Incentive Compensation (cash bonus) program at a target level of 45% of your annual base salary. Your initial annual target level is $135,000. Maximum annual payout is double your target level ($270,000 maximum).

•      All Incentive Compensation (IC) payouts are based on Too, Inc.’s profit results and your individual performance results, and can vary from zero (0) to a maximum of double your target level.

•      IC is paid twice a year at the end of each season (August and February). The Spring season is weighted at 40%; the Fall season is weighted at 60%.

•      All participants must be actively employed on the day IC is paid out to eligibility for an IC payment.

Up to three times your base salary to a maximum of $500,000.

Up to $50,000 coverage for your spouse.

Up to $10,000 each for your qualified dependent children.

•      The amount you will pay bi-weekly to participate in the Too, Inc. benefits program is subject to the specific benefits you elect. Please see benefits packet enclosed.

•      You will receive a 40% discount on purchases at all Limited Too stores and 30% discount at all Justice stores immediately upon employment.

•      Four (4) weeks vacation per calendar year, starting calendar year of 2005.

•      Upon completion of eligibility requirements, you will be eligible for the Savings and Retirement Plan. The company contributes 3% of your pay up to the social security wage base and 6% of your pay above.

•      After 5 years, the company contributes 4% of your pay up to social security wage base and 7% of your pay above.

•      After one year, you will be eligible to participate in the Deferred Compensation Plan. This plan allows you the opportunity to defer your money (up to 50%) into the pre-tax Deferred Compensation Plan. In addition, the company will match your first 3% of deferrals on a 2-for-1 basis (3% - meaning 3% of your annual salary). In other words, if you put 3% ($100) then the company will put in 6% ($200) for a total contribution of 9% ($300).

/s/ Ron Sykes

/s/ Poe Timmons