0001047469-03-019065 Sample Contracts

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • May 16th, 2003 • Delia S Corp • Retail-catalog & mail-order houses • New York

THIS SECURITIES PURCHASE AGREEMENT (this "Agreement"), dated as of May 12, 2003, by and between dELiA*s Corp., a Delaware corporation, with its principal place of business at 435 Hudson Street, New York, New York 10014 (the "Company"), and the individual named on Schedule A hereto residing at the address also set forth on Schedule A hereto ("Buyer").

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Re: First Amendment to Employment Agreement
Delia S Corp • May 16th, 2003 • Retail-catalog & mail-order houses

This letter, when countersigned by you, shall constitute the First Amendment to the Employment Agreement between you and dELiA*s Corp., dated as of November 27, 2000, and shall be effective as of December 20, 2002.

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • May 16th, 2003 • Delia S Corp • Retail-catalog & mail-order houses • New York

REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of May 12, 2003, by and between dELiA*s Corp., a Delaware corporation, with headquarters located at 435 Hudson Street, New York, New York 10014 (the "Company"), and each individual named on Schedule A hereto residing at the address set forth next to each individual's name on Schedule A hereto (each a "Buyer").

SIXTH AMENDMENT TO
Loan and Security Agreement • May 16th, 2003 • Delia S Corp • Retail-catalog & mail-order houses

THIS SIXTH AMENDMENT is made to the September 24, 2001 Loan and Security Agreement (the "Loan Agreement"), as amended by a certain First Amendment dated October 29, 2001, a certain Second Amendment dated October 21, 2002, a certain Third Amendment dated as of November 30, 2002, a certain Fourth Amendment dated February 7, 2003, and a certain Fifth Amendment dated February 24, 2003 between

PUT OPTION AGREEMENT WITH RESPECT TO THE HANOVER, PENNSYLVANIA DISTRIBUTION FACILITY
Option Agreement • May 16th, 2003 • Delia S Corp • Retail-catalog & mail-order houses • New York

Put Option Agreement (this "Agreement") dated as of May 12, 2003, by and among Stephen I. Kahn, Geraldine Karetsky, Evan Guillemin, Christopher C. Edgar (collectively, the "Investors") and dELiA*s Corp. (the "Company").

Re: First Amendment to Employment Agreement
Delia S Corp • May 16th, 2003 • Retail-catalog & mail-order houses

This letter, when countersigned by you, shall constitute the First Amendment to the Employment Agreement between you and dELiA*s Corp., dated as of December 20, 2001, and shall be effective as of December 20, 2002.

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