EXHIBIT 10.14

                               October 12, 1998

Mr. Jeffrey Galin
10600 Wilshire Blvd.
Apt. 309
Los Angeles, California 90024

Dear Jeffrey:

      We are pleased to confirm our offer of continued employment with G+G
Retail, Inc. (the "Company") on the following terms and conditions:

      1.    You will continue to be employed as a Vice President/Merchandise
            Manager of the Company reporting to the Company's President and
            Chief Operating Officer and to its Chairman and Chief Executive
            Officer.

      2.    You will be paid a base salary at the rate of $205,000 per year.
            Such base salary will be reviewed yearly and may be subject to
            increases, in the Company's discretion, based, among other things,
            upon your performance and the Company's results of operation. You
            will also be eligible to participate during the period of your
            employment in any incentive bonus plans which the Company may adopt
            for employees of your level.

      3.    The Company will continue to provide you with use of an automobile
            and pay your reasonable business related automobile expenses
            consistent with the Company's automobile and expense policies as in
            effect from time to time.

      4.    You will continue to be eligible to participate in the Company's
            group medical and hospitalization insurance plans and its retirement
            plans as in effect from time to time during the period of your
            employment.

      5.    Your employment by with Company will be "at will" and may be
            terminated by the Company or by you at any time, with or without
            "cause", for any reason or for no reason. If your employment is
            terminated by the Company without cause, then the Company will pay
            to you as severance (and in lieu of any other benefits, compensation
            or payments of any kind by reason of the termination of your
            employment) the following: (a) an amount equal to your base salary
            at your then current rate payable in installments in accordance with
            the Company's normal payroll schedule for a period of one year (the
            "Severance Period"), and (b) provided that you elect to continue
            your coverage under the Company's medical and hospitalization
            insurance benefits under the Company's group plans in accordance
            with your rights


            under the Consolidated Omnibus Budget and Reconciliation Act of
            1985, as amended ("COBRA"), the Company will waive or pay on your
            behalf the portion of the premiums for such continuation coverage
            which equals the portion of such premiums which would otherwise have
            been paid by the Company had you continued in the Company's employ
            for the Severance Period or until you obtain other employment which
            offers medical and hospitalization coverage to you (whether or not
            you accept such coverage.) As used above, the term "cause" means any
            willful, intentional or negligent act or omission by you which has
            the effect of injuring the business or reputation of the Company and
            includes your resignation or other voluntary termination of your
            employment, your failure or refusal to perform your duties and
            obligations to the Company or to comply with a reasonable
            instruction of any of the Company's President or Chairman or your
            commission of a crime under any state or federal laws.

            The Company agrees that your principal place of employment shall be
            located in the Los Angeles Metropolitan Area (although you may be
            required, from time to time, to travel in the performance of your
            duties) and that, if the Company shall nonetheless require that you
            relocate your principal place of business outside of the Los Angeles
            Metropolitan Area, unless you shall consent to such relocation, the
            Company shall be deemed to have terminated your employment hereunder
            without cause.

      6.    During the Severance Period you shall not for yourself or on behalf
            of any other person, partnership, corporation or entity, directly or
            indirectly, or by action in concert with others (a) solicit, induce,
            or encourage any person known to you to be an employee of the
            Company or any affiliate of the Company to terminate his or her
            employment or other contractual relationship with the Company or any
            of its affiliates, or (b) solicit, induce or encourage any customer,
            supplier or other person known by you to have a contractual
            relationship with the Company to discontinue, terminate, cancel or
            refrain from entering into any clothing retail or other contractual
            relationship with the Company or any of its affiliates.

      7.    During the period of your employment, you will necessarily have
            access to information, knowledge and data concerning the Company,
            its operations, business and affairs which is confidential and which
            is not generally known to the public. You agree that you will not at
            any time disclose or divulge any such confidential information to
            any person firm or corporation except as may be required in
            connection with the Company's business and affairs or otherwise by
            law.

      8.    This letter is intended to supersede all prior understandings and
            agreements regarding your employment by the Company. You acknowledge
            that the Company has not made and you have not relied upon, any
            representations, promises or inducements concerning the terms and
            conditions of your employment except as provided above.

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      If the foregoing is acceptable to you, please indicate your agreement by
signing below.

                                       Very truly yours,

                                       G+G RETAIL, INC.

                                       By: /s/ Scott Galin
                                          ------------------------

ACCEPTED AND AGREED TO:


 /s/ Jeffrey Galin
- ---------------------
Jeffrey Galin

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