VIA CERTIFIED MAIL RETURN RECEIPT REQUESTED May 23, 1994 Hamilton Realty Co. P.O. Box 527 Clinton, CT 06413 Attn: Seymour Shapiro General Partner Re: 130 Hamilton Street New Haven, Connecticut Gentlemen: Reference is made to the Lease Agreement dated December 1, 1985 between Hamilton Realty Co., a Connecticut general partnership, as Lessor, and AnnTaylor, Inc. (as successor in interest thereunder to ASC Stores III, Inc.), as Lessee (the "Lease"), modified by Letter Agreements dated March 22, 1993 and February 24, 1994. Capitalized terms used and not defined herein shall have the meanings ascribed thereto in the Lease. Lessee desires to extend the Term of the Lease and Lessor hereby grants and extends unto the Lessee this extension which will commence on April 1, 1995 and expire on June 30, 1995 (hereinafter called the Extension Term), notwithstanding the Letter Agreement of March 22, 1993, on the terms and conditions set forth in the Lease, excluding the fixed monthly rental rate which shall be for the Extension Term the amount of $33,149.52 per month. If the foregoing correctly sets forth our understanding, please sign the enclosed copy of this letter and return it to the undersigned. Very truly yours, AnnTaylor, Inc. ACCEPTED AND AGREED /s/ Craig Sorrels /s/ Seymour Shapiro By: ________________________ By: __________________________ Craig Sorrels Seymour Shapiro Senior Vice President Real Estate, General Partner Store Planning and Construction