1.

Grant of License.

a.

Upon the terms and conditions contained in this Restated Agreement, Licensor hereby grants to Licensee, and Licensee hereby accepts, the exclusive (as defined hereinbelow) right and license to use the Trademark, during the term provided in Section 2 below, solely in connection with the sale of the merchandise bearing the Trademark, in the categories indicated below (the “Merchandise”), solely by Target Retail Operations (as hereinafter defined), located in the United States of America (the “Retail Operations”), and to manufacture such Merchandise (and have such Merchandise manufactured) solely for sale by the Retail Operations. Such rights shall include the right to advertise the Trademark in connection with the Merchandise. Such license shall not include the right to grant sublicenses to third parties. The foregoing license is limited to use of the Trademark in connection with the sale of Merchandise by the Retail Operations and does not include the right to use the Trademark in connection with the manufacture, distribution or sale of any products except for Merchandise sold by the Retail Operations. As used herein, the Retail Operations shall mean Target Stores, Target Greatland, SuperTarget, and any other store opened by Licensee, within the United States, during the Term of this Restated Agreement, and/or any other merchandising activities undertaken by Licensee, within the United States, during the Term of this Restated Agreement, including but not limited to direct mail, interactive on line or kiosk selling. If Licensee desires to open a Retail Operation outside the United States, and Licensor owns the Trademark in such other country, and if Licensor has no license in such other country, this Restated Agreement shall then apply to Licensee in such other country.

b.

The following categories of Merchandise, shall be exclusive to Licensee, in the United States, in all classes of trade:

(i)            Men’s, Women’s and Children’s Apparel (including, but not limited to intimate apparel, foundations and sleepwear, but excluding industrial and school uniforms).*

(ii)

Men’s, Women’s and Children’s Footwear (excluding nurses and lab technicians shoes).*

(iii)

Men’s, Women’s and Children’s Accessories, including, but not limited to, luggage, jewelry, handbags, small leather goods, belts, neckwear, hairgoods, hats, rainwear, gloves, hosiery, slippers, sunglasses/eyewear and watches.

(iv)

Bed and Bath Products and Accessories.

(v)

Luggage, Sportsbags and Backpacks.

(vi)

Home Textiles.

(vii)

Domestics and Home Decor.

(viii)

Home Furnishings.

(ix)

Sporting Goods.

(x)

Cosmetics, Bath and Body Products.

2.

Term.

a.

Initial Restated Term.  The initial term of this Restated Agreement shall commence on the Effective Date and shall end January 31, 2012. As used hereinafter, the term fiscal year shall mean the 12 month period ending at midnight on the Saturday closest to January 31 (hereinafter “Fiscal Year”).

b.

Extended Restated Terms.  Provided that Licensee is current in its payments of the Minimum Guaranteed Royalty (as hereinafter defined) for the Fiscal Year ending in

2012 (1/31/2013), this Restated Agreement will automatically renew for the Fiscal Year ending in 2013 (1/31/2014), and will continue to automatically renew for successive one (1) Fiscal Year terms, provided that Licensee has paid a Minimum Guaranteed Royalty equal to or greater than $9,000,000 for the preceding Fiscal Year. (The Initial Restated Term and the Extended Restated Terms, if any, are hereinafter referred to as the “Restated Term”).

c.

Termination.  Notwithstanding Section 2b above, (i) Licensee may terminate this Restated Agreement effective January 31, 2012, if it gives Licensor written notice of its intent to do so one (1) year prior to the date of termination.

3.

Payments.

a.

Royalty.  Each Fiscal Year during the Restated Term, Licensee shall pay to Licensor as a royalty (the “Royalty”) an amount equal to the greater of (i) the minimum guaranteed royalty applicable to such Fiscal Year, as set forth in Section 3c below (“Minimum Guaranteed Royalty”), or (ii) two percent (2%) of Licensee’s Net Sales (as defined in Section 3b below) of Merchandise during such Fiscal Year, on sales up to $300,000,000, one and one-half percent (1½%) of Licensee’s Net Sales of Merchandise during such Fiscal Year on sales greater than $300,000,000 and up to $700,000,000, eight-tenths of one percent (.8%) of Licensee’s Net Sales of Merchandise during such Fiscal Year on sales greater than $700,000,000 and up to $1,000,000,000, seven-tenths of one percent (.7%) of Licensee’s Net Sales of Merchandise during such Fiscal Year on sales greater than $1,000,000,000 and up to $1,500,000,000, and five-tenths of one percent (.5%) of Licensee’s Net Sales of Merchandise during such Fiscal Year on sales greater than $1,500,000,000.

b.

Net Sales.  The term “Net Sales” as used herein shall mean the gross sales price to customers of all sales of Merchandise (whether regular, markdown, clearance or otherwise), excluding sales tax and finance charges and less returns of Merchandise. No other deductions shall be taken.

c.

Minimum  Guaranteed Royalties. The Minimum Guaranteed Royalties for each Fiscal Year shall be $9,000,000.

4.

Manner of Payment.

a.

Quarterly Payment. Not later than the 20th day after the end of each and every fiscal quarter, beginning with the first fiscal quarter of 2008, Licensee shall pay and deliver to Licensor an amount equal to the greater of (i) twenty five percent (25%) of the Minimum Guaranteed Royalty applicable to the then current Fiscal Year, or (ii) the applicable Royalty percentage (2%, 1 1/2%, .8%, .7% or .5% or combinations thereof as the case may be, on a cumulative basis, as set forth in Section 3a above) multiplied by its Net Sales in the immediately previous fiscal quarter (the applicable royalty).

b.

Prompt Delivery.     Licensee acknowledges and agrees that the timely delivery of the payments required by Section 4a and the Quarterly Reports and Sales Reports required by Section 5 hereof are essential to this Restated Agreement. Interest shall accrue on all past due payments hereunder from their respective due dates until paid at the rate of one percent (1%) per month, or if such rate exceeds the maximum rate allowed by law, at the maximum rate allowed by law, and shall be payable on demand.

5.

Reports, Record Keeping and Audits

a.

Maintenance of Records.    Licensee shall keep books of account and records in accordance with generally accepted accounting principles, consistently applied, covering all sales relating to this Restated Agreement and the license hereby granted. Such records shall be maintained for at least two (2) years after the quarter to which such records relate.

b.

Quarterly Reports.     Every Royalty payment pursuant to Section 4a shall be accompanied by a written report (individually, the “Quarterly Report” and collectively, the “Quarterly Reports”) as to:

(i)

The quantity, description and sales price of all Merchandise sold by Licensee during the quarter to which such Royalty relates;

(ii)

The aggregate gross sales of all Merchandise and the Net Sales of Merchandise, year to date, and the Net Sales of Merchandise for such quarter;

(iii)

Any other related information that may be reasonably requested by Licensor.

c.

Sales Reports.    In addition, Licensee shall provide Licensor with weekly sales recap reports and seasonal sales projections as developed and revised (collectively, the “Sales Reports”); provided, however, that all such Sales Reports shall be in the form and format used by Licensee in the ordinary course of business.

d.

Audit.     Licensor and its duly authorized representatives shall have the right upon reasonable notice and at all reasonable hours during normal business days to examine and copy such books of account and records and all other documents and materials in the possession or under the control of Licensee as may be necessary to determine whether Royalties have been accurately calculated and paid hereunder, the cost of which shall be borne by Licensor. Licensor shall not conduct an audit more than once with respect to any Fiscal Year and in no event shall such audit be during Licensee’s fourth fiscal quarter. If the audit discloses that the Royalty payments actually due exceed the Royalty payments paid, Licensee shall pay the unpaid Royalty and interest on such unpaid Royalty payments computed from the date such Royalty payments were due, accrued at the rate of one percent (1%) per month, or if such rate exceeds the maximum rate allowed by law, at such maximum legal rate. If the audit discloses that the Royalty payments made by Licensee exceed the Royalty payments due, Licensor shall reimburse Licensee in the amount the overpaid Royalty and interest on such

overpayment, computed from the date such Royalty payments were made, accrued at the rate of one percent (1%) per month. In addition, if the audit discloses that the Royalty payments actually due exceed the Royalty payments paid by an amount greater than five percent (5%) of the Royalty payments paid, the cost of the audit performed by Licensor shall be paid by Licensee.

e.

Financial Statements.     If, at any time during the Initial Term, Licensee is no longer a company required to provide public financial information pursuant to the Securities and Exchange Commission reporting requirements, Licensee shall, upon reasonable request of Licensor, and from time to time thereafter, provide Licensor with interim and audited annual financial statements.

6.

Standards of Quality

a.

Standards and Prestige of Merchandise.    Licensee acknowledges that the Trademark has established prestige and goodwill and is well recognized in the minds of the public, and that it is of great importance to each party that in the manufacture and sale of the Merchandise the high standards and reputation that Licensor has established be maintained. Accordingly, all items of Merchandise manufactured or caused to be manufactured by Licensee hereunder and any other expression by Licensee, which by its nature conveys to others the existence of a relationship between the Licensee and the Trademark, including, without limitation, all packaging, labeling, fixturing, advertising, point-of-sale materials and product literature (any such expression as herein referred to as “Trademark Use Materials”) shall meet or exceed the quality and workmanship historically provided under the Prior Agreement.  From time to time during the Term of this Restated Agreement and as Licensor reasonably requests, so as not to disrupt the ongoing business processes of Licensee, Licensee shall supply Licensor or a designee of Licensor with a reasonable assortment of samples of Merchandise (including samples of labeling and packaging used in connection therewith).  In addition, Licensee shall supply Licensor or a designee of Licensor with samples of its logo designs and formats for use of the Trademark in connection with labels and packaging materials.  Upon receipt of such designs and formats, Licensor shall have five (5) business days in which to review and approve those materials, which approval shall not be unreasonably withheld.  Thereafter, all uses of the Trademarks by Licensee in connection with labels and packaging materials shall conform in all materials respects with the approved designs and formats and Licensee shall have no obligation to provide samples of such materials for review or approval by Licensor, as long as there are no material changes to the approved designs and formats.  Licensor acknowledges and agrees that all Trademark Use Materials in use as of the Effective Date are deemed approved.  If Licensor shall not have indicated approval or disapproval of any such materials in such five (5) business days, then the Materials shall be deemed to have been approved.  If Licensor disapproves of a submission, it shall advise Target in writing of the reasons for such disapproval within such five (5) day period.  In the case of disapproval, the Parties shall work together in good faith to timely modify any such materials so that they are reasonably acceptable to Licensor and Licensee.  If the Parties are unable to reach agreement in three (3) consecutive

business days, Licensee may continue to use previously approved designs and formats.  Licensee shall sell or otherwise dispose of miscuts or damaged Merchandise only after Licensee has cut out the labels or any other item that identifies the Merchandise with the Trademark.

b.

Standards and Procedures. Upon the request of Licensor, but not more than once each Fiscal Year, Licensee shall provide Licensor with a written copy of Licensee’s quality control standards and procedures.  At Licensee’s request, Licensor and Licensee will meet annually before Licensor’s Quality Control Standards are established for such year and Licensee shall have the right to approve such standards and procedures before they are implemented; provided, however, that such Quality Control Standards shall be consistent with the quality standard set forth in Section 6a hereinabove.

7.

Protection of Trademark

a.

Acknowledgments and Agreements of Licensee.  As a material inducement to Licensor to enter into this Restated Agreement, and as a material part of the consideration to Licensor hereunder, Licensee hereby acknowledges and agrees that:

(i)

(a) Licensor owns the Trademark in various countries worldwide, and all rights, registrations, applications and filings with respect to such Trademark, and all renewals and extensions of any such registrations, applications and filings, (b) Licensor has the right to license the Trademark, and (c) Licensee is acquiring hereby only the right to use the Trademark for the purpose stated in and pursuant to the terms and conditions of the Restated Agreement.

(ii)

(a) Great value is placed on the Trademark, and the goodwill associated therewith, (b) the Trademark and all rights therein and goodwill pertaining thereto belong exclusively to Licensor, and (c) all authorized use of the Trademark by Licensee shall inure to the benefit of Licensor.

(iii)

The conditions, terms, restrictions, covenants and limitations of this Restated Agreement are necessary, equitable, reasonable and essential to assure the consuming public that all goods sold under the Trademark are of the same consistently high quality as sold by Licensor and by others who are licensed to design, manufacture and/or sell any products by, under or with the Trademark, if any.

b.

Protection of Rights.

(i)

Restriction on Use.  Licensee shall not use or permit the use of the Trademark for any purpose or use other than the uses licensed under this Restated Agreement.

(ii)

General.  Licensee shall cooperate fully and in good faith with Licensor for the purpose of securing and preserving Licensor’s (or any grantee of

Licensor’s) rights in and to the Trademark. Licensee shall cause to appear on and in connection with the Merchandise and the Trademark Use Materials the Ò or ä as applicable.

(iii)

Registration.    Licensee shall, upon request, supply to Licensor enough specimens of advertisements, tags, labels and other use of the Trademark as may be required in connection with any of Licensor’s Trademark applications or registrations. Licensee shall execute any instrument Licensor shall reasonably deem necessary or desirable to record or cancel Licensee as a registered user of the Trademark, it being understood and agreed that Licensee’s right to use the Trademark in the event that the filing of a registered user application is required or is requested by Licensor shall commence only upon the filing of such registered user application, and shall continue only so long as this Restated Agreement remains in effect.

(iv)

Customer Complaints.    Licensee shall, in connection with its duty to use the Trademark so as to promote the continuing goodwill thereof, give immediate attention and take necessary action to satisfy all legitimate customer complaints brought against Licensee in connection with the Merchandise or the Stores. Licensee shall give Licensor immediate written notice of all complaints that in Licensee’s opinion are likely to result in litigation. Licensee shall cooperate with Licensor upon request to achieve as good a reputation and press for the Trademark as possible.

(v)

Exclusivity.     Licensor agrees that during the term of this Restated Agreement it will not license the Trademark, and/or renew or otherwise extend existing license agreements between Licensor and any third party(ies), in the United States, in any merchandise category whatsoever.

8.

Defaults and Remedies.

a.

Defaults by Licensee.     The occurrence of any one or more of the following shall constitute a default by Licensee under this Restated Agreement:

(i)

Licensee shall fail to make any payment, submit any Quarterly Report or provide any financial information required under this Restated Agreement when due, and such failure continues for more than thirty (30) days after written notice thereof, unless such failure cannot be cured within such thirty (30) day period and Licensee shall have commenced to cure the failure and proceeds diligently thereafter to cure such failure.

(ii)

Licensee uses the Trademark in any manner likely to endanger the validity of the Trademark or to damage or impair the reputation or value of the Trademark, and such action continues for more than thirty (30) days after written notice thereof, unless the action cannot be cured within such thirty

(30) day period and Licensee shall have commenced to cure the action and proceeds diligently thereafter to cure such action.

(iii)

The failure of Licensee to perform any of its other material obligations under this Restated Agreement and such failure continues for more than thirty (30) days after written notice thereof, unless the failure cannot be cured within such thirty (30) day period and Licensee shall have commenced to cure the failure and proceeds diligently thereafter to cure such failure.

b.

Default by Licensor.     If Licensor fails to perform any of its material obligations under this Restated Agreement and such failure continues for more than thirty (30) days after the written notice thereof, such failure shall constitute a failure by Licensor under this Restated Agreement, unless the failure cannot be cured within such thirty (30) day-period and Licensor shall have commenced to cure such failure and proceeds diligently thereafter to cure such failure.

c.

Remedies

(i)

If Licensee has not cured any such breach or non-performance in accordance with Section 8a above, in addition to all other rights and remedies available to Licensor, whether pursuant to the terms of this Restated Agreement at law in equity or otherwise, Licensor shall have the right to terminate this Restated Agreement without further notice to Licensee and all unpaid Minimum Guaranteed Royalty payments due and owing under this Restated Agreement, shall be immediately due and payable.

(ii)

If Licensor has not cured any such breach or non-performance in accordance with Section 8b above, in addition to all of the other rights and remedies available to Licensee, whether pursuant to the terms of this Restated Agreement at law, in equity or otherwise, Licensee shall have the right to terminate this Restated Agreement without further notice to Licensor.