TDS FRANCHISING, LLC

Exhibit 10.46

TDS FRANCHISING, LLC

000 XXXXX XXXXX XXXXX XXXXXX

XXXXXXX, XXXXXXXXXX  00000

April 6, 2006

Hoop Retail Stores, LLC

Hoop Canada, Inc.
c/o The Children’s Place Retail Stores, Inc.
000 Xxxxxxxx Xxxx
Xxxxxxxx, Xxx Xxxxxx  00000

Facsimile: (000) 000-0000

Attention:  Chief Financial Officer

Re:  Extension of Internet Start Date

Ladies and Gentlemen:

We refer to the License and Conduct of Business Agreement dated as of November 21, 2004 (the “License Agreement”), by and amongst TDS Franchising, LLC (“TDSF”), Hoop Retail Stores, LLC, as successor to The Disney Store, LLC (“Hoop USA”), and Hoop Canada, Inc., as successor to The Disney Store (Canada) Ltd. (“Hoop Canada”). Capitalized terms used herein without definition shall have the respective meanings assigned thereto in the License Agreement.

WHEREAS, the parties previously entered into a letter agreement which provided that the Internet Start Date would changed from October 1, 2005 to a date mutually agreed upon by the parties, but in any event, not later than June 15, 2006; and

WHEREAS, the parties desire to further extend the Internet Start Date beyond June 15, 2006.

NOW, THEREFORE, in consideration of the mutual agreements contained herein, the parties do hereby agree that, as used in the License Agreement, the Internet Start Date shall be changed from June 15, 2006 to a date that is mutually agreed upon in writing by each of TDSF, Hoop USA and Hoop Canada in its respective business judgment, but in any event, not later than April 1, 2007, provided that, for purposes of Section 7.1.1(II) of the License Agreement, the Internet Start Date shall remain October 1, 2005.

If you agree with the foregoing, please so indicate by executing this letter in the place provided below and returning a fully executed original of this letter to the undersigned, whereupon this letter will be deemed a binding amendment to the License Agreement. Except as specifically provided herein with respect to the Internet Start Date, all other terms and conditions of the License Agreement shall not be modified, changed or amended in any manner whatsoever and shall remain in full force and effect.

				Sincerely,
				TDS FRANCHISING, LLC
				By:	/s/ Xxxxx X. Xxxxxxxxxx
				Name:			Xxxxx X. Xxxxxxxxxx
				Title:		Vice President
ACCEPTED AND AGREED TO AS OF THE DATE FIRST SET FORTH ABOVE:
	HOOP RETAIL STORES, LLC
	By:	/s/ Xxxxxx Xxxxxxxxx
	Name: Xxxxxx Xxxxxxxxx
	Title Senior Vice President and Secretary
	HOOP CANADA, INC.
	By:	/s/ Xxxxxx Xxxxxxxxx
	Name: Xxxxxx Xxxxxxxxx
	Title Senior Vice President and Secretary
cc:	Hoop Retail Stores, LLC
	Hoop Canada, Inc.
	c/o The Children’s Place Retail Stores, Inc.
	000 Xxxxxxxx Xxxx
	Xxxxxxxx, Xxx Xxxxxx 00000
	Facsimile: (000) 000-0000
	Attention: General Counsel
	Stroock & Stroock & Xxxxx LLP
	000 Xxxxxx Xxxx
	Xxx Xxxx, Xxx Xxxx 00000
	Facsimile: (000) 000-0000
	Attention: Xxxxxxx X. Xxxxxxxxx, Esq.

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