LOEHMANNS HOLDINGS INC
EXHIBIT 10.3 - EMPLOYMENT AGREEMENT - GLASS
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>3
<FILENAME>f675750_3.txt
<DESCRIPTION>EXHIBIT 10.3 - EMPLOYMENT AGREEMENT - GLASS
<TEXT>



Exhibit 10.3




                                    AGREEMENT

                                     between


                            LOEHMANN'S HOLDINGS, INC.

                                       and

                                  ROBERT GLASS

                           Dated as of January 1, 2001


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                                TABLE OF CONTENTS
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1.   Definitions..................................................................................................1

2.   Term of Employment...........................................................................................2

3.   Duties of Executive..........................................................................................3

4.   Base Salary..................................................................................................3

5.   Performance Cash Bonuses.....................................................................................3

6.   Profit Sharing...............................................................................................4

7.   Automobile, Etc..............................................................................................4

8.   Life Insurance...............................................................................................4

9.   Medical Insurance............................................................................................4

10.  Disability Insurance.........................................................................................5

11.  Tax Returns..................................................................................................5

12.  Discount on Purchases; Expenses..............................................................................5

13.  Vacation.....................................................................................................5

14.  Other Benefits...............................................................................................5

15.  Stock Options................................................................................................6

16.  Termination of Employment....................................................................................6

17.  Mitigation By Executive......................................................................................7

18.  Noncompetition...............................................................................................8

19.  Indemnification..............................................................................................9

20.  Confidentiality..............................................................................................9

21.  Severability.................................................................................................9

22.  Enforcement.................................................................................................10

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23.  Withholding.................................................................................................10

24.  Entire Agreement............................................................................................10

25.  Governing Law...............................................................................................10

26.  Miscellaneous...............................................................................................10
</TABLE>


                                      -ii-


<PAGE>

                  THIS EMPLOYMENT AGREEMENT ("Agreement") made and entered into
as of January 1, 2001, by and among LOEHMANN'S HOLDINGS, INC., a Delaware
corporation (the "Company"), and ROBERT GLASS, residing at One Horizon Road,
Fort Lee, New Jersey 07024, herein called the "Executive,"

                              W I T N E S S E T H:
                              - - - - - - - - - -

                  WHEREAS, Executive and Loehmann's, Inc, a subsidiary of the
Company ("Loehmann's"), are parties to a certain Employment Agreement, dated as
of February 27, 1998, and amended on February 1, 1999 and August, 2000.

                  WHEREAS, Loehmann's, through the Company, wishes to continue
to employ Executive and to terminate its existing employment agreement with
Executive.

                  NOW, THEREFORE, in consideration of the mutual covenants,
conditions and promises contained herein, the Company desires to employ
Executive, and Executive desires to be so employed and to render such services
to the Company, all upon the terms and subject to the conditions contained
herein.
1.       Definitions.  As used herein,
         -----------

                  "Actively Traded" means listed on the New York Stock Exchange,
the American Stock Exchange or constituting a National Market System security
quoted by the National Association of Securities Dealers Automated Quotation
market system;

                  "Board  of  Directors"  means the  board of  directors  of the
Company;

                  "Business" has the meaning ascribed to that term in Section 18
hereof;

                   "Cause" means (i) the willful failure (other than any failure
resulting from the Executive's incapacity due to physical or mental illness) of
the Executive to substantially perform his normal duties with the Company under
this Agreement in any material respect, where such failure is not reasonably
corrected within 30 days after receipt of notice from the Board of Directors
specifying such failure or failures of the Executive, (ii) the willful engaging
by the Executive in conduct which is materially injurious to the Company or any
of its Subsidiaries (but any act or failure to act which gives rise to a right
of termination under both this clause (ii) and clause (i)above shall be treated
as if such right arose under clause (i)) or (iii)the conviction of the Executive
of any crime or offense constituting a felony;

                  "Common  Share"  means a share of Common Stock of the Company,
par value $.01 per share;

                  "EBITDA" has the meaning ascribed to that term in Exhibit A
hereof, and shall be calculated by the Company's independent accountants in
accordance with generally accepted accounting principles as in effect at the
time of calculation and consistent with the calculation for prior Fiscal Years
(without regard to any accounting principles which may be applicable in, or
result from, proceedings under Chapter 11 of the United States Bankruptcy Code);
<PAGE>

                  "Financing"  has the meaning  ascribed to that term in Section
18 hereof;

                  "Fiscal Year" means the 12 month period ending on the Saturday
immediately preceding January 31, or such other annual fiscal accounting period
of the Company as may be adopted by the Company from time to time;

                  "Good Reason" means (i) a material adverse alteration in the
nature or status of the Executive's position, duties or responsibilities from
those in effect as of the inception of the Term; (ii) a reduction in or failure
to pay or provide when due any of the compensation (it being understood that
base salary cannot be reduced under this Agreement) or other benefits required
to be paid or provided to the Executive hereunder, if, but only if, such
reduction or failure continues for 10 days following written notice from the
Executive specifying the nature of the reduction or failure; (iii) a change in
the principal place of the Executive's employment to a location more than 100
miles from the place of the Executive's principal residence as of the date of
this Agreement, excluding required travel relating to the Company's business; or
(iv) any other failure of the Company to fulfill its obligations under this
Agreement in any material respect;

                  "Group" means a syndicate or group deemed a "person" within
the meaning of Rule 13d-5 promulgated by the Securities and Exchange Commission;

                  "Person" means an individual, a corporation, a partnership, an
association, a trust or any other entity or organization, including a government
or political subdivision or any agency or instrumentality thereof;;

                  "Store"  has the  meaning  ascribed to that term in Section 18
hereof;

                  "Subsidiary" means any entity of which securities or other
ownership interests having ordinary voting power to elect a majority of the
board of directors or other Persons performing similar functions are directly or
indirectly owned by the Company;

                  "Total Disability" or "Totally Disabled" means the disability,
within the meaning of the Company's short-term disability plan, for a continuous
period of 100 days, or for any 100 days within a 365 day period, and a
determination, by a physician mutually acceptable to the Company and the
Executive, at the end of such period that the Executive is unable to perform the
normal duties of the Executive hereunder;

                  "Value"  has the  meaning  ascribed to that term in Section 20
hereof; and

                  2. Term of  Employment.  The  Company  agrees  to  employ  the
Executive,  and the Executive agrees to render personal  services to the Company
and its  Subsidiaries as Chief  Operating  Officer of the Company for an initial
term  of  34  months  (the  "Initial   Term"),   which  Initial  Term  shall  be
automatically  extended for  successive  12 month  periods on the same terms and
conditions, unless one Party provides to the other party a notice of non-renewal
at least six (6)  months  prior to the  expiration  of the  Initial  Term or any
extension thereof  (hereinafter,  the Initial Term, as the same may be extended,
shall be referred to as the "Term"). Executive shall

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not be  required  to hold any  position  or to  perform  any duty or  assignment
materially   inconsistent   with  those   positions   or  his   experience   and
qualifications,  it being agreed and understood that the personal services to be
rendered by Executive  to the Company and its  Subsidiaries  hereunder  are of a
special and unique character.

                  3. Duties of  Executive.  Executive  agrees that, at all times
during  the Term,  Executive  will serve as a member of the  Company's  Board of
Directors and as the Company's Chief Operating Officer and shall:

                     (i)        faithfully and diligently  perform,  to the best
of his ability,  such duties and services of such nature and  commensurate  with
such  position,  as may from  time to time be  assigned  to him by the  Board of
Directors of the Company; and

                     (ii)       devote Executive's undivided time and attention,
during the Company's then customary  business  hours,  to the performance of his
duties  hereunder  and to the  business  and  affairs  of the  Company  and  its
Subsidiaries  and to  promoting  the  best  interests  of the  Company  and  its
Subsidiaries  to such extent as may be necessary for the proper  performance  of
the personal services to be rendered by Executive  hereunder,  and he shall not,
either during or outside of business hours,  engage in any activity  inimical to
the best interests of the Company or any of its Subsidiaries.

                     (iii)       at the  request  of the  Company,  serve  as an
officer or director of the Company or any of its Subsidiaries without additional
compensation.

                  4.         Base Salary.  The Company agrees to pay Executive a
base salary for his services at the rate of $375,000 per annum  payable in equal
semi-monthly installments. The rate of Executive's base salary shall be reviewed
annually as of each May 1 (beginning on May 1, 2002); except that no such annual
review shall result in any reduction in the Executive's base salary as in effect
at the date of such review.

                  5.        Performance Cash Bonuses.

                     (i)        With  respect to each Fiscal Year ending  during
the  Term,  Executive  will be  eligible  to  receive  a cash  bonus  equal to a
percentage of his Base Salary,  calculated in accordance  with Exhibit A annexed
hereto.

                     (ii)        If such a bonus is earned  with  respect to any
Fiscal  Year,  such bonus  will be paid to  Executive  within 30 days  following
receipt by the Company of its certified  consolidated  financial  statements for
the relevant  year, but not later than 125 days after the end of the Fiscal Year
to which such bonus relates.

                     (iii)      It is  specifically  agreed  that the  Company's
EBITDA (as defined in Exhibit A) during the period commencing on January 1, 2001
and ending on the last day of the  Company's  Fiscal Year ending in 2001,  shall
not be  included in the  calculation  of  Executive's

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bonus  for the  Fiscal  Year  ending  in  2002,  but  shall be  included  in the
calculation of Executive's bonus (based upon the Company's EBITDA for the Fiscal
Year  ending in 2001) to be paid to  Executive  pursuant  to  Executive's  prior
employment agreement with Loehmann's, referred to in the recitals hereof.

                  6.          Profit  Sharing.  During the Term,  the  Executive
shall be entitled to  participate  in any  deferred  profit  sharing plan of the
Company,  in accordance  with the terms of any such plan and applicable  law, it
being  understood,  however,  that nothing  contained  herein shall  prevent the
Company  from  amending,  modifying or  terminating  any such plan in any manner
whatsoever  if, but only if, the  Executive  is treated no less  favorably  than
other participants in any such plan as a result of such amendment,  modification
or termination.

                  7.          Automobile,  Etc..  During the Term, the Executive
shall be entitled to receive an allowance for  automobile,  gasoline,  club dues
and other  expenses not to exceed $15,000 in the aggregate for each Fiscal Year,
consistent with past practices, prorated in the case of any Fiscal Year which is
less than 12 months in duration or which does not fall entirely within the Term.

                  8.         Life Insurance.

                     (a)         During his  employment  with the  Company,  the
Company shall provide the Executive with term life  insurance  providing a death
benefit equal to three times his then base salary,  it being understood that the
Executive is presently  insurable  at normal rates and that the  Executive  will
bear the cost of such  insurance  upon  renewal to the extent such cost  exceeds
normal  rates.

                     (b)        After the termination of Executive's  employment
hereunder  (including  upon  expiration  of the  contract  term)  other than for
"Cause"  or by  Executive  without  Good  Reason  (as such  terms are  hereafter
defined),  for the remainder of Executive's life or until Executive  attains the
age of 70 or  obtains  full-time  employment  with  any  Person  other  than the
Company,  the Company shall obtain and maintain life  insurance for  Executive's
benefit in the amount  equal to his Base  Salary  upon the  termination  of such
employment. For purposes of the preceding sentence,  Executive's retirement from
the Company after age 62 shall not be deemed a termination of this Agreement for
without Good Reason.

                  9. Medical Insurance.

                     (a)         During his  employment  with the  Company,  the
Executive  shall be entitled to group medical  insurance  coverage in accordance
with the terms and conditions of such plans as are maintained by the Company, it
being  understood,  however,  that nothing  contained  herein shall  prevent the
Company from amending, modifying or terminating such plans in any manner if, but
only if, (i) the Executive is treated no less favorably than other  participants
in such plans as a result of such amendment,  modification  or termination,  and
(ii) the  Executive  shall be entitled to a group  medical  plan at group rates,
together with excess medical  reimbursement  of up

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to $5,000 a year for  medical,  dental,  optical or other  health  expenses  not
covered or only partially covered under the Company's group medical plan.

                     (b)        After the termination of Executive's  employment
hereunder  (including upon expiration of the contract term) other than for Cause
or by  Executive  without  Good Reason,  the Company  shall  continue to provide
medical insurance to Executive and his then current spouse (provided such spouse
continues to be married to Executive  following his  termination  hereunder) for
the  duration  of their  respective  lives in  accordance  with  the  terms  and
conditions of such plans as are  maintained by the Company;  provided,  that, if
Executive obtains  full-time  employment with any Person other than the Company,
the Company shall not be obligated to provide coverage set forth in this Section
9(b). For purposes of the preceding  sentence,  Executive's  retirement from the
Company  after age 62 shall not be deemed a  termination  of this  Agreement  by
Executive without Good Reason.

                  10.        Disability Insurance.  During the Term, the Company
shall provide the Executive with  long-term  disability  insurance  providing an
annual benefit in the event of such  disability of at least equal to one half of
his then base salary. In the event of the Executive's illness or disability, the
Company shall continue to pay the Executive base salary at his then annual rate,
and continue to provide all benefits and all other compensation required by this
Agreement unless and until the Executive's employment is terminated by reason of
his Total Disability and an eligibility,  waiting or comparable period under the
disability  insurance  policy expires and payments to the Executive  begin under
the policy.

                  11.        Tax Returns. During the Term, the Company shall pay
for preparation of the  Executive's  federal and state income tax returns by the
Company's  regular  outside  accountants  or, if the Executive so elects,  shall
reimburse  the  Executive in an amount of up to a maximum of $2,100 per year for
fees paid to another  accountant  in  connection  with the  preparation  of such
returns.

                  12.        Discount on Purchases;  Expenses.  During the Term,
the Executive shall benefit from the Company's Executive Discount Purchase Plan.
The Company shall reimburse  Executive for all items of normal expense  incurred
by  Executive  as an  employee of the Company as  authorized  or approved  under
guidelines and policies fixed from time to time by the Board of Directors.

                  13.       Vacation.  During the Term, the.  Executive shall be
entitled  to four (4) weeks of vacation  per year,  during  which the  Executive
shall receive his normal compensation  payable hereunder.  The Company shall not
pay the Executive any additional  compensation for any vacation time not used by
the Executive.

                  14.        Other  Benefits.  The Company and its  Subsidiaries
have  adopted  certain  employee  benefit  plans  and have  established  certain
arrangements  concerning  executive  perquisites  which may,  from time to time,
confer rights and benefits on the executive in accordance with their terms,  and
the Company and it Subsidiaries  may, in the future,  adopt additional  employee
benefit  plans  and  establish  additional   arrangements  concerning  executive
perquisites,  and  may in the  future  amend,  modify  or  terminate  any of the
aforesaid employee

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<PAGE>

benefit  plans and  arrangements,  all in  accordance  with  their  terms and in
accordance with applicable law. Subject to any limitations  imposed from time to
time under  applicable  law or  regulation,  the Executive  shall be entitled to
participate  in all such  benefit  plans which  cover  senior  employees  of the
Company and its Subsidiaries.

                  15.      Stock   Options.   Executive  shall  be  entitled  to
participate in any stock option plan adopted by the Company and may be granted
options in accordance with the terms of any such plan.

                  16.      Termination of Employment.

                     (a)        Death or Total Disability. The employment of the
Executive  will  terminate  upon his death or Total  Disability.  If, during the
Term,  the  employment  of the  Executive  is  terminated  due to death or Total
Disability,  the Executive or his estate shall  receive,  within 30 days of such
termination,  base salary  provided for in Section 4 as then in effect,  accrued
through the date of termination. Upon such termination, all other benefits under
this Agreement (except indemnification under Section 21) shall lapse, expire and
be forfeited (other than the proceeds of the life insurance provided pursuant to
Section  8  which  become  payable  by  reason  of the  Executive's  death,  the
disability  payments  payable  pursuant  to Section 10 or the  medical  benefits
pursuant to Section 9 hereof, as the case may be); provided that Executive shall
also be paid any  bonus  pursuant  to  Section  5  earned  with  respect  to any
previously  completed  Fiscal  Year  which  remains  unpaid  as of such  date of
termination and any amounts to which  Executive may be entitled  pursuant to the
plans, policies and practices of the Company then in effect.

                     (b)         Termination  For Cause or By Executive  Without
Good Reason. The employment of the Executive may be terminated by the Company at
any time for Cause or by Executive without Good Reason. If, during the Term, the
employment  of the  Executive  is  terminated  by the  Company  for  Cause or by
Executive  without Good Reason,  the Executive shall receive,  within 30 days of
such  termination,  base  salary  provided  for in  Section 4 as then in effect,
accrued  through  the date of  termination.  Upon  such  termination,  all other
benefits under this Agreement  (except  indemnification  under Section 21) shall
lapse,  expire and be forfeited;  provided that Executive shall also be paid any
bonus  pursuant to Section 5 earned  with  respect to any  previously  completed
Fiscal Year which remains unpaid as of such date of termination  and any amounts
to which Executive may be entitled pursuant to the plans, policies and practices
of the Company then in effect.

                     (c)        Termination Without Cause. The employment of the
Executive  may also be  terminated  by the  Company at any time  without  Cause.
Subject to Section 17 of this  Agreement,  if (i) after the  Initial  Term,  the
employment of the Executive is terminated by the Company  without Cause, or (ii)
prior to the expiration of the Initial Term, the Company provides Executive with
a notice of  non-renewal  and the Initial Term is not  extended,  the  Executive
shall  continue  to receive  base  salary  provided  for in Section 4 as then in
effect for the longer of 18 months following termination or the remainder of the
Term.  In addition (and also subject to Section 17 hereof),  Executive  shall be
entitled  to receive (i) the  benefits  contemplated  by

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<PAGE>

Sections (8)b and 9(b) hereof,  (ii) any bonus pursuant to Section 5 earned with
respect to any previously  completed Fiscal Year which remains unpaid as of such
date of  termination,  (iii) a cash payment  equal to a prorated  portion of the
bonus Executive  would have received  pursuant to Section 5 hereof at the end of
the Fiscal Year in which his  employment is  terminated  and (iv) any amounts to
which Executive may be entitled pursuant to the plans, policies and practices of
the Company then in effect.

                     (d)         Termination  by Executive for Good Reason.  The
employment  of the Executive may also be terminated by the Executive at any time
for Good Reason.  Subject to Section 17 of this Agreement,  if, during the Term,
the  employment of the Executive is terminated by the Executive for Good Reason,
the Executive shall continue to receive base salary provided for in Section 4 as
then  in  effect  for the  longer  of 18  months  following  termination  or the
remainder  of the Term.  In  addition  (and also  subject to Section 17 hereof),
Executive shall be entitled to receive (i) the benefits contemplated by Sections
(8)b and 9(b) hereof,  (ii) any bonus  pursuant to Section 5 earned with respect
to any previously  completed Fiscal Year which remains unpaid as of such date of
termination,  (iii) a cash  payment  equal to a  prorated  portion  of the bonus
Executive  would have  received  pursuant  to Section 5 hereof at the end of the
Fiscal Year in which his  employment is terminated and (iv) any amounts to which
Executive may be entitled  pursuant to the plans,  policies and practices of the
Company then in effect.

                     (e)        Change of Control. If Executive's  employment is
terminated  coincident  with or within one year  after a Change of  Control  (as
defined below), either by the company or by Executive for Good Reason, Executive
shall be paid, within 10 days after such termination, a lump sum, in cash, equal
to (i) 24 months'  base salary as then in effect,  plus (ii) two times any bonus
earned by Executive in the Fiscal Year  preceding  the date of  termination.  In
addition,  Executive  shall be entitled to any amounts to which Executive may be
entitled  pursuant to the plans,  policies and  practices of the Company then in
effect. Anything to the contrary herein notwithstanding, if any payment pursuant
to this Section 16(e) would be a "parachute  payment" as defined in section 280G
of the Internal Revenue Code of 1986, as amended,  such payment shall be limited
to the largest  portion of such  payment as can be paid  without  being deemed a
"parachute  payment."  Except  as  provided  in  this  paragraph  16(e),  upon a
termination of employment  pursuant to this paragraph,  all other benefits under
this Agreement (except indemnification under Section 19) shall lapse, expire and
be forfeited.

                  For  purposes  of this  Section l6 (e), a "Change in  Control"
shall be  deemed to have  occurred  if (1) any  Person  (as such term is used in
Section 13 (d)of the Securities  Exchange Act of 1934, as amended (the "Exchange
Act"))  becomes the  "beneficial  owner" (as  determined  pursuant to Rule 13d-3
under the Exchange Act),  directly or  indirectly,  of securities of the Company
representing  fifty  percent  (50%) or more of the combined  voting power of the
Company's  then  outstanding  securities;  or  (2)  during  any  period  of  two
consecutive  years,  individuals who at the beginning of such period  constitute
the  members of the  Company's  Board of  Directors  (the  "Board")  and any new
director, whose election to the board or nomination for election to the Board by
the Company's stockholders was approved by a vote of a majority of the directors
then still in office who either were directors at the beginning of the period or
whose election or nomination for election was previously so approved,  cease for
any reason to constitute

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<PAGE>

a majority of the Board; or (3) the Company shall merge with or consolidate into
any other corporation,  other than a merger or consolidation which would. result
in the holders of the voting securities of the Company  outstanding  immediately
prior thereto holding immediately  thereafter securities  representing more than
fifty percent (50%) of the combined voting power of the voting securities of the
Company or such surviving entity  outstanding  immediately  after such merger or
consolidation; or (4) the stockholders of the Company approve a plan of complete
liquidation  of the Company or an agreement for the sale or  disposition  by the
Company of all or  substantially  all of the Company's  assets or such a plan is
commenced or such a sale or other disposition is consummated.

                  17.        Mitigation By Executive.  During the first nine (9)
months  following any (i) termination of Executive by the Company without Cause,
(ii) termination by Executive for Good Reason, or (iii) termination of Executive
at the end of the  Initial  Term,  the  Executive  shall have no  obligation  to
mitigate amounts payable to him pursuant to Sections 16(c) or 16(d) hereunder by
seeking  comparable  employment;  provided,  however  that  after  such nine (9)
months,  Executive shall have the obligation to seek  comparable  employment and
any amounts earned by him shall reduce any amounts  payable by the Company under
Section 16(c) or 16(d) hereof.

                  18.        Noncompetition.

                     (a)         Executive  agrees that, at all times during his
employment  with the  Company  and for a period  of nine (9)  months  after  the
termination of this employment (the  "Non-Compete  Period"),  Executive will not
engage or be engaged in any competing business, as herein defined.

                     (b)        For purposes of this Section 18, Executive shall
be deemed to "engage or be engaged in a competing business" if, in any capacity,
including, but not limited to, proprietor,  partner,  trustee, officer, employee
or director,  Executive engages or participates,  directly or indirectly, in the
operation,  management  or Financing  (as herein  defined) of (i) any  off-price
retail women's apparel store or a group of any such stores ("Store") or (ii) any
off-price  retail women's  apparel  business  ("Business")  which is in material
competition  with  the  Company.  Indirect  participation  in the  operation  or
management of any Store or Business  shall  include,  but not be limited to, the
Financing of any Store or Business in the form of a loan, guaranty of a loan, or
the pledging of securities for the repayment of a loan. The term  "Financing" as
herein used means and refers to an aggregate  investment  of $25,000 or more, by
way of loans to  (including  the guaranty of or  furnishing  of security for the
repayment of loans to), or capital stock or other  proprietary  interest in, any
one or more  than one  Store  or  Business,  if the  amount  of such  investment
represents  more than one percent in Value of the  corporation,  partnership  or
other. business entity owning such Store or Business. The term "Value" as herein
used  means the net worth of such  corporation,  partnership  or other  business
entity,  as disclosed by the balance sheet of such  corporation,  partnership or
other business entity, as of the close of its last preceding fiscal year; except
that  with  respect  to  an  investment  in  stock  or  other  securities  of  a
corporation,  which  stock or other  securities  are part of a class of stock or
other securities  Actively Traded,  the term "Value" shall mean the market value
of such stock or other securities of such corporation. Executive and the Company
hereby agree that if Executive  violates the terms of this Section 18,

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<PAGE>

then,  in addition to all other rights and  remedies  which the Company may have
under the terms hereof and pursuant to all applicable law, (i) the Company shall
have the right to seek and obtain  equitable  relief in the form of a  temporary
restraining order and permanent injunction against Executive's  violation of the
terms of this  Section  18,  (ii) any  sums  payable  to  Executive  under  this
Agreement  shall be forfeited and (iii) all other  obligations of the Company to
Executive shall be terminated.

                  19.        Indemnification.  The  Company  shall,  and shall
cause  its  Subsidiaries  to  indemnify  the  Executive  to the  fullest  extent
permitted  (including  payment  of  reasonable  expenses  in  advance of a final
disposition  of  a  proceeding)  by  applicable  law  and  the  Certificates  of
Incorporation and By-Laws of the Company and such Subsidiaries,  as in effect at
the time of the subject act or omission,  and the Executive shall be entitled to
the protection of any insurance  policies the Company or any such Subsidiary may
elect to maintain for the benefit of any of its directors and officers,  against
all reasonable  costs,  charges and expenses incurred or sustained by him or his
legal  representatives at the time such costs, charges and expenses are incurred
or sustained,  in connection with any action, suit or proceeding to which he (or
his legal  representatives or other successors) may be made a party by reason of
his being or having been a  director,  officer or employee of the Company or any
Subsidiary,  or his serving or having served any other enterprise as a director,
officer or employee at the request of the Company.  This  covenant and agreement
of the Company and its Subsidiaries shall survive this Agreement and continue in
force and effect after the expiration of the term hereof.

                  20.        Confidentiality.  Executive covenants and agrees to
hold in strictest  confidence  any and all of the Company's  confidential  data,
including but not limited to information and documents  concerning the Company's
business, suppliers, supplier and customer lists, marketing methods, advertising
plans,  files,  trade  secrets,  patents  and  patent  applications,  "know-how"
techniques or other technical . information  not of a published  nature or other
information which shall come into Executive's  possession or custody  concerning
the business of the Company except (i) to the extent any such information enters
the  public  domain  other than by reason of a breach by the  Executive  of this
Section 20 and (ii) to the extent the  Executive  is required by law to disclose
any such information and (iii) to the extent such information is generally known
to the  industry or the public other than as a result of  Executive's  breach-of
this Agreement. The Executive will immediately notify the Company if he believes
he is required by law to disclose any such information,  so that the Company may
determine whether or not to oppose such requirement. This covenant and agreement
of Executive shall survive this Agreement and continue in force and effect after
the expiration of the term hereof, whether by limitation or otherwise.

                  21.           Severability.   The   Company   and   Executive
hereby-agree that should any court of competent  jurisdiction determine that any
provision of this Agreement shall, but for the provisions of this Section 21, be
illegal or void as against  public policy,  for any reason,  then such provision
shall  automatically be amended to the extent (but only to the extent) necessary
to make it  sufficiently  narrow in scope,  time and  geographic  area that such
court shall determine it not to be illegal or void as against public policy.  If
any such  provision  cannot be amended to the extent  provided in the  preceding
sentence,  then such provision shall be severed from this  Agreement.  In either
event,  all other remaining terms and provisions  shall remain in full force and
effect.

                                      -9-
<PAGE>

                  22.         Enforcement.  The Company and Executive shall each
be  entitled  to pursue all legal and  equitable  rights and  remedies to secure
performance of the obligations and duties of the other under this Agreement, and
enforcement  of one or more of such rights and remedies shall in no way preclude
the Company or Executive from pursuing,  at the same time or  subsequently,  any
and all other rights and remedies available to each of them.

                  23.      Withholding. All payments to be made to the Executive
under this Agreement shall be reduced by all required withholding.

                  24.         Entire  Agreement.  The entire  understanding  and
agreement between the parts has been incorporated into this Agreement,  and this
Agreement supersedes all other agreements and understandings between the parties
with respect to the employment of Executive by the Company. This Agreement shall
inure to the benefit of, and shall be binding  upon,  the Company and its heirs,
successors  and  assigns,  and  none of the  provisions  of this  Agreement  are
intended  to be,  nor shall  they be  construed  to be,  for the  benefit  of or
enforceable by any Person who is not a party hereto.  Executive agrees that this
Agreement  may be assigned by the Company to a Subsidiary  of the Company;  such
assignment,  however,  shall not relieve  the Company of any of its  obligations
hereunder except to the extent that such obligations are actually  discharged by
such  Subsidiary  and shall not involve  duties that are  inconsistent  with the
duties  described  in Section 3 hereof or any  reduction  in status.  By signing
below,  the Company warrants and represent that this Agreement and the Company's
performance  hereunder  have been duly  authorized  by all  requisite  corporate
action and that this  Agreement  constitutes  its legal and binding  obligation,
duly enforceable against it in accordance with its terms.

                  25.      Governing  Law. Any question or other matter  arising
under  this  Agreement,  whether of  validity,  interpretation,  performance  or
otherwise,  shall be determined in accordance with, and governed by, the laws of
the State of New York.

                  26.         Miscellaneous.  The captions in this Agreement are
not part of the provisions  hereof,  are merely for the purpose of reference and
shall  have no  force  or  effect  for any  purpose  whatsoever,  including  the
construction  of the  provisions  of  this  Agreement,  and if  any  caption  is
inconsistent  with any  provisions  of this  Agreement,  such  provisions  shall
govern.

                  (a)        This Agreement may not be waived, changed, modified
or discharged  orally,  but only by an agreement in writing  signed by the party
against whom any waiver,  change,  modification or discharge is sought.

                  (b)          All notices given  hereunder  shall be in writing
and shall be sent by registered or certified mail, return receipt requested,  or
by Federal  Express  or other  national  overnight  courier  service  capable of
providing  delivery   confirmation,   or  by  hand-delivery,   or  by  facsimile
transmission with confirmed receipt, and, if intended for the Company,  shall be
addressed to it at 2500 Halsey Street,  Bronx, New York 10461, Attn: Co Chairman
of the Board,

                                      -10-
<PAGE>

or at, or at such other address or addresses and for the attention of such other
person or persons of which the Company  shall have given notice to the Executive
in the manner herein  provided,  with a copy to Parker Chapin LLP, 405 Lexington
Avenue, New York, NY 10174, Attention:  Herbert Rosedale,  Esq., and if intended
for the  Executive,  shall be  addressed  to him at his then  current  residence
address  as shown by the  employment  records of the  Company,  or at such other
address or to such  designee of which the  Executive  shall have given notice to
the company in the manner herein  provided.  Each such notice shall be deemed to
be given on the date received at the address of the addressee or upon refusal to
accept delivery.

                  (c)        The  Company  and the  Executive  will  treat  this
Agreement  as  confidential,  and neither of them will  disclose the contents of
this Agreement to any person, except as may be required by law and except as the
Company  may  need to do so in its  dealings  with  banks or  other  lenders  or
otherwise in the normal course of business.

                  (d)         The  Executive  irrevocably  (i) consents to the
jurisdiction of the Supreme Court of the State of New York, New York County, and
of any  Federal  court  located in or having  jurisdiction  over that  County in
connection with any act taken or omitted  hereunder,  (ii) waives and agrees not
to assert in any such action, suit or other proceeding that he is not personally
subject to the  jurisdiction  of such  courts,  that the  action,  suit or other
proceeding is brought in an inconvenient  forum or that the venue of the action,
suit or other  proceeding  is  improper,  (iii) waives  personal  service of any
summons, complaint or other process and (iv) agrees that the service thereof may
be made by certified or registered mail directed to the Executive at his address
for purposes of notices hereunder. Should the Executive fail to appear or answer
within 30 days, he shall be deemed in default and judgment may be entered by the
Company  against him for the amount or other  relief as demanded in any summons,
complaint or other process so served.  Nothing contained herein shall affect the
rights of the Company to bring such an action,  suit or other  proceeding in any
other jurisdiction.

                  (e)         This  Agreement  may be  executed  in one or more
counterparts,  and all such counterparts shall constitute one Agreement, binding
on all the parties  notwithstanding  that all of the parties are not signatories
to the original or the same counterpart.


                                            LOEHMANN'S HOLDINGS, INC.

                                            By:/s/ Joseph Nusim
                                               ---------------------------------
                                                Name: Co Chairman of the Board
                                                Title:

                                               /s/ Robert Glass
                                               ---------------------------------
                                                   Robert Glass


                                      -11-
<PAGE>
                                    EXHIBIT A

                                BONUS CALCULATION

         If the Company's consolidated earnings before interest, taxes,
depreciation and amortization but after any bonus payable to Executive hereunder
("EBITDA"), equals or exceeds $23.0 M (but is less than $24.0 M), Executive
shall be entitled to a bonus equal to 35% of his base salary.*

         If the Company's EBITDA, equals or exceeds the EBITDA threshold of
$24.0 M (but is less than $25.0 M), Executive shall be entitled to a bonus equal
to 45% of his base salary.*

         If the Company's EBITDA, equals or exceeds the EBITDA threshold of
$25.0 M (but is less than $26.0 M), Executive shall be entitled to a bonus equal
to 55% of his base salary.*

         If the Company's EBITDA, equals or exceeds the EBITDA threshold of
$26.0 M (but is less than $27.0 M), Executive shall be entitled to a bonus equal
to 65% of his base salary.**

         If the Company's EBITDA, equals or exceeds the EBITDA threshold of
$27.0 M (but is less than $28.0 M), Executive shall be entitled to a bonus equal
to 80% of his base salary.***

         If the Company's EBITDA, equals or exceeds the EBITDA threshold of
$28.0 M (but is less than $29.0 M), Executive shall be entitled to a bonus equal
to 100% of his base salary.***

         If the Company's EBITDA, equals or exceeds the EBITDA threshold of
$29.0 M (but is less than $30.0 M), Executive shall be entitled to a bonus equal
to 120% of his base salary.***

         If the Company's EBITDA, equals or exceeds the EBITDA threshold of
$30.0 M, Executive shall be entitled to a bonus equal to 140% of his base
salary.


     * For every $100,000 over the established EBITDA threshold, Executive shall
be entitled to a 1% increase in the  percentage of base salary to be paid to him
as a bonus hereunder.

     **For every $100,000 over the established EBITDA threshold, Executive shall
be entitled to a 1.5%  increase in the  percentage  of base salary to be paid to
him as a bonus hereunder.

     ***For every  $100,000 over the  established  EBITDA  threshold,  Executive
shall be entitled to a 2% increase in the  percentage  of base salary to be paid
to him as a bonus hereunder.

                                      -12-
</TEXT>
</DOCUMENT>
