0001066817-98-000005 Sample Contracts

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RECITALS
Transitional Services Agreement • December 10th, 1998 • American Retail Enterprises Lp • Retail-catalog & mail-order houses
dELiA*s Inc. 435 Hudson Street New York, New York 10014
Escrow Agreement • December 10th, 1998 • American Retail Enterprises Lp • Retail-catalog & mail-order houses

This is to confirm that Section 2 of the Escrow Agreement is hereby amended by replacing the words "a certificate representing 171,074 shares" in the first sentence thereof with the words "certificates representing 201,122 shares".

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