EXHIBIT 10.16

                    AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT

            Amendment No.1, dated as of November 30, 1998, to the Employment
Agreement (the "Employment Agreement"), dated as of August 28, 1998, by and
between G+G Retail, Inc., a Delaware corporation (the "Company") and Jay Galin,
an individual residing in 167 East 71st Street, New York, NY 10021 ( the
"Executive").

            The parties hereto desire to amend the Employment Agreement.

            NOW, THEREFORE, the parties hereto, intending to be legally bound,
hereby agree as follows:

            1. Capitalized terms used but not defined herein shall have the
meanings set forth in the Employment Agreement.

            2. The first paragraph of Section 3.2 of the Employment Agreement is
hereby amended and restated in its entirety to read as follows:

      "3.2 Bonus Compensation

            The Company shall implement a bonus plan for the benefit of the
senior management of the Company which plan shall provide for annual bonuses to
be paid to eligible members of the Company's management based on the Company
attaining certain annual EBITDA targets to be agreed upon and specified by the
holders of a majority of the outstanding shares of Class A common stock of the
Parent Company, par value $.001 per share, and a majority of the outstanding
shares of Class B common stock of the Parent Company, par value $.001 per
share."

            3. Except as specifically amended above, the Employment Agreement is
and shall continue to be in full force and effect and is hereby ratified and
confirmed in all respects.

            4. This Amendment No. 1 shall be governed by and construed in
accordance with the laws of the State of New York without regard to conflicts of
laws principles.

            5. This Amendment No. 1 may be executed in one or more counterparts,
each of which shall be deemed to be an original copy of this Amendment No. 1 and
all of which, when taken together, shall be deemed to constitute one and the
same agreement.


            IN WITNESS WHEREOF the parties hereto have entered into this
Amendment No. 1 on the date first written above.

                                G+G RETAIL, INC.

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

                                 /s/ Jay Galin
                                ----------------------------------
                                Jay Galin

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