Consulting Agreement

EXHIBIT 10.1

The Dress Barn, Inc.

30 Dunnigan Drive

Suffern, NY 10901

September 25, 2009

Burt Steinberg Retail Consulting Ltd.

2 Glen Eagles Ct.

New City, NY  10956

Attention: Burt Steinberg

Dear Burt:

Reference is made to the letter agreement dated as of July 18, 2006 (the “Consulting Agreement”), by and between The Dress Barn, Inc. (the “Company”) and you.

The Company and you hereby agree as follows:

1.           For clarification purposes only, this will confirm that (i) all consulting services provided under the Consulting Agreement have been and will continue to be provided by you personally, but on behalf of Burt Steinberg Retail Consulting Ltd. (the “Consultant”), and all references to “you” and “your” in paragraphs 2, 3 and 7 of the Consulting Agreement shall be deemed to refer to the Consultant; (ii) all grants to you