0001193125-05-237600 Sample Contracts

MANAGED SERVICES AGREEMENT
Managed Services Agreement • December 6th, 2005 • dELiAs, Inc. • Retail-catalog & mail-order houses • New York

This Managed Services Agreement (#2005-292) is entered into as of December , 2005 (the “Execution Date”) by and between Alloy Inc., a Delaware corporation having an office at 151 W. 26th Street, 11th Floor, New York, NY 10001 (“ALLOY”), and dELiA*s, Inc. having an office at 435 Hudson Street, New York, NY 100114 (“dELiA*s”).

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CALL CENTER SERVICES AGREEMENT BY AND BETWEEN AMG DIRECT, LLC AND ON CAMPUS MARKETING, LLC DATED AS OF DECEMBER , 2005
Call Center Services Agreement • December 6th, 2005 • dELiAs, Inc. • Retail-catalog & mail-order houses • New York

THIS CALL CENTER SERVICES AGREEMENT is made and entered into as of December , 2005 by and between AMG Direct, LLC (hereinafter “Contact Center”), a Delaware limited liability company and an indirect, wholly-owned subsidiary of Alloy, Inc. (“Alloy”), and On Campus Marketing, LLC, a Delaware limited liability company and an indirect, wholly-owned subsidiary of Alloy.

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PROFESSIONAL SERVICES AGREEMENT
Professional Services Agreement • December 6th, 2005 • dELiAs, Inc. • Retail-catalog & mail-order houses • New York

This Professional Services Agreement (#2005-0001) is entered into as of December __, 2005 (the “Execution Date”) by and between Alloy Inc., a Delaware corporation having an office at 151 W. 26th Street, 11th Floor, New York, NY 10001 (“ALLOY”), and dELiA*s, Inc having an office at 435 Hudson Street, New York, NY 100114 (“dELiA*s”).

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TAX SEPARATION AGREEMENT between ALLOY, INC. and dELiA*S, INC. Dated as of December , 2005
Tax Separation Agreement • December 6th, 2005 • dELiAs, Inc. • Retail-catalog & mail-order houses • New York

TAX SEPARATION AGREEMENT, dated as of December , 2005, by and between Alloy, Inc., a Delaware corporation (“Alloy”), and dELiA*s, Inc., a Delaware corporation and wholly-owned subsidiary of Alloy.

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TEABISCUIT LICENSE AGREEMENT
License Agreement • December 6th, 2005 • dELiAs, Inc. • Retail-catalog & mail-order houses • New York

This License Agreement (“Agreement”) is dated as of December , 2005 (the “Execution Date”) and is between dELiA*s, Inc. (“dELiA*s”) and Alloy, Inc. (“Alloy”).

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dELiA*s, INC. AND ROBERT E. BERNARD EMPLOYMENT AGREEMENT
Employment Agreement • December 6th, 2005 • dELiAs, Inc. • Retail-catalog & mail-order houses • New York

This Agreement (the “Agreement”), by and between dELiA*s, Inc. (the “Company”) and Robert E. Bernard. (“Executive”) is effective as of December 6, 2005 (the “Effective Date”).

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dELiA*s, INC. AND WALTER KILLOUGH EMPLOYMENT AGREEMENT
Employment Agreement • December 6th, 2005 • dELiAs, Inc. • Retail-catalog & mail-order houses • New York

This Agreement (the “Agreement”), by and between dELiA*s, Inc. (the “Company”) and Walter Killough (“Executive”) is effective as of December 6, 2005.

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