DELIAS CORP
EXHIBIT 10.28
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<TYPE>EX-10.28
<SEQUENCE>4
<FILENAME>a2047690zex-10_28.txt
<DESCRIPTION>EXHIBIT 10.28
<TEXT>

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                                                                   EXHIBIT 10.28

                                                                  Execution Copy


            AMENDMENT NO. 1 TO AMENDED AND RESTATED CREDIT AGREEMENT


      AMENDMENT ("Amendment") dated as of July 31, 2000 by and among dELiA*s
Inc., a Delaware corporation ("dELiA*s") and the Subsidiaries of dELiA*s set
forth on Schedule 1 attached hereto (each individually, a "Borrower" and
collectively, "Borrowers") and Congress Financial Corporation, a Delaware
corporation ("Lender").

                               W I T N E S S E T H

      WHEREAS, Borrowers and Lender have entered into financing arrangements
pursuant to which Lender may make loans and advances and provide other financial
accommodations to Borrowers as set forth in the Amended and Restated Credit
Agreement, dated April 28, 2000, by and among Lender and Borrowers (as the same
now exists or may hereafter be amended, modified, supplemented, extended,
renewed, restated or replaced, the "Credit Agreement") and the other agreements,
documents and instruments referred to therein or at any time executed and/or
delivered in connection therewith or related thereto, including this Amendment
(all of the foregoing, including the Credit Agreement, as the same now exists or
may hereafter be further amended, modified, supplemented, extended, renewed,
restated or replaced, being collectively referred to herein as the "Financing
Agreements"); and

      WHEREAS, Borrowers have requested that Lender agree to certain amendments
to the Credit Agreement and Lender is willing to agree to such amendment,
subject to the terms and conditions contained herein.

      NOW, THEREFORE, in consideration of the mutual conditions and agreements
and covenants set forth herein, and for other good and valuable consideration,
the adequacy and sufficiency of which is hereby acknowledged, the parties hereto
agree as follows:

      Section 1. INTERPRETATION. For purposes of this Amendment, all terms used
herein, including but not limited to, those terms used and/or defined herein or
in the recitals hereto shall have the respective meanings assigned thereto in
the Credit Agreement.

      Section 2. AMENDMENT. Section 12 of the Credit Agreement is hereby amended
by adding a new Section 12.19 on to the end thereof as follows:

      "12.19  CONFIDENTIALITY.
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            (a) Lender shall use all reasonable efforts to keep confidential, in
      accordance with its customary procedures for handling confidential
      information and safe and sound lending practices, any non-public
      information supplied to it by Borrowers or Borrowers' accountants or
      attorneys pursuant to this Agreement or prior to the date of this
      Agreement in connection with Lender's credit evaluation of Borrowers, in
      any case which is clearly confidential by its nature or which is clearly
      and conspicuously marked as confidential at the time such information is
      furnished by Borrowers to Lender, PROVIDED, THAT, nothing contained herein
      shall limit the disclosure of any such information: (i) to the extent
      required by statute, rule, regulation, subpoena or court order, (ii) to
      bank examiners and other regulators, auditors and/or accountants, (iii) in
      connection with any litigation to which Lender is a party, (iv) to any
      assignee or participant (or prospective assignee or participant) so long
      as such assignee or participant (or prospective assignee or participant)
      shall have first agreed in writing to treat such information as
      confidential in accordance with this Section 12.19, or (v) to counsel for
      Lender or any participant or assignee (or prospective participant or
      assignee).

            (b) In no event shall this Section 12.19 or any other provision of
      this Agreement or applicable law be deemed: (i) to apply to or restrict
      disclosure of information that has been or is made public by Borrowers or
      any third party without breach of this Section 12.19 or otherwise become
      generally available to the public other than as a result of a disclosure
      in violation hereof, (ii) to apply to or restrict disclosure of
      information that was or becomes available to Lender on a non-confidential
      basis from a person other than Borrowers, (iii) to require Lender to
      return any materials furnished by Borrowers to Lender or (iv) to prevent
      Lender from responding to routine informational requests in accordance
      with the CODE OF ETHICS FOR THE EXCHANGE OF CREDIT INFORMATION promulgated
      by The Robert Morris Associates or other applicable industry standards
      relating to the exchange of credit information. The obligations of Lender
      under this Section 12.19 shall supersede and replace the obligations of
      Lender under any confidentiality letter signed prior to the date hereof."

      Section 3. CONDITIONS PRECEDENT. The effectiveness of the amendment
contained herein shall be subject to Lender's receipt of an original of this
Amendment, in form and substance satisfactory to Lender, duly authorized,
executed and delivered by Borrowers and the execution of this Amendment by
Lender.

      Section 4. PROVISIONS OF GENERAL APPLICATION.

      4.1 . EFFECT OF THIS AMENDMENT. Except as modified pursuant hereto, no
other changes or modifications to the Financing Agreements are intended or
implied and in all other respects the Financing Agreements are hereby
specifically ratified, restated and confirmed by all parties hereto as of the
effective date hereof. To the extent of conflict between the terms of this
Amendment and the other Financing Agreements, the terms of this Amendment shall
control. The Loan Agreement and this Amendment shall be read and construed as
one agreement.


                                        2
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      4.2 GOVERNING LAW. The rights and obligations hereunder of each of the
parties hereto shall be governed by and interpreted and determined in accordance
with the laws of the State of New York.

      4.3 BINDING EFFECT. This Amendment shall be binding upon and inure to the
benefit of each of the parties hereto and their respective successors and
assigns.

      4.4 COUNTERPARTS. This Amendment may be executed in any number of
counterparts, but all of such counterparts shall together constitute but one and
the same agreement. In making proof of this Amendment, it shall not be necessary
to produce or account for more than one counterpart thereof signed by each of
the parties hereto.

      IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed and delivered by their authorized officers as of the date and year
first above written.

                                          dELiA*s INC.
                                          dELiA*s DISTRIBUTION COMPANY
                                          dELiA*s FOREIGN SALES
                                          CORPORATION
                                          dELiA*s OPERATING COMPANY
                                          dELiA*s PROPERTIES INC.
                                          dELiA*s RETAIL COMPANY
                                          SCREEEM! INC.
                                          STORYBOOK INC.
                                          TSI SOCCER CORPORATION
                                          TSI RETAIL COMPANY


                                          By: /s/ TIMOTHY B. SCHMIDT
                                              ------------------------

                                          Title:  SENIOR VICE PRESIDENT
                                                -------------------------
AGREED TO:

CONGRESS FINANCIAL CORPORATION

By: /s/ THOMAS A. MARTIN
   -----------------------

Title: ASSISTANT VICE PRESIDENT


                                        3
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                                   SCHEDULE 1

                                    Borrowers

                  dELiA*s Inc.
                  dELiA*s Distribution Company
                  dELiA*s Foreign Sales Corporation
                  dELiA*s Operating Company
                  dELiA*s Properties Inc.
                  dELiA*s Retail Company
                  Screeem! Inc.
                  Storybook Inc.
                  TSI Soccer Corporation
                  TSI Retail Company
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