DELIA S CORP
EXHIBIT 10.2
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>4
<FILENAME>a2096159zex-10_2.txt
<DESCRIPTION>EXHIBIT 10.2
<TEXT>
<Page>

                                                                    EXHIBIT 10.2

================================================================================
SECOND AMENDMENT TO
LOAN AND SECURITY AGREEMENT                      WELLS FARGO RETAIL FINANCE, LLC
733344.5
================================================================================

                                                                October 21, 2002

         THIS SECOND AMENDMENT is made in consideration of the mutual covenants
contained herein and benefits to be derived herefrom to the September 24, 2001
Loan and Security Agreement ( the "LOAN AGREEMENT"), as amended by a certain
First Amendment dated October 29, 2001, between

                  Wells Fargo Retail Finance LLC (referred to therein as the
         "LENDER"), a Delaware limited liability company with offices at One
         Boston Place - 18th Floor, Boston, Massachusetts 02108,

                  and

                  dELiA*s Corp. (referred to therein in such capacity, as the
         " LEAD BORROWER"), a Delaware corporation with its principal executive
         offices at 435 Hudson Street, New York, New York 10014, as agent for
         the following (referred to therein individually, as a "BORROWER" and
         collectively, the "BORROWERS"):

                  dELiA*s Corp.,
                  dELiA*s Operating Company,
                  dELiA*s Distribution Company,
                  dELiA*s Retail Company,

         each a Delaware corporation with its principal executive offices at 435
         Hudson Street, New York, New York 10014,

in consideration of the mutual covenants contained herein and benefits to be
derived herefrom.

         PART  1.          AMENDMENT OF LOAN AGREEMENT:

         The Loan Agreement is amended as follows:

         INVENTORIES, APPRAISALS, AND AUDITS

         I..      The following definition is inserted in Article 1 in its
appropriate alphabetical order:

                  "FIRST APPRAISAL": IS DEFINED IN SECTION 5:5-8."


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         II..     The definition of NRLV PERCENTAGE is hereby deleted in its
entirety and the following is inserted in its place:

         "NRLV PERCENTAGE": THE PERCENTAGE OF THE COST VALUE OF THE BORROWERS'
         ELIGIBLE INVENTORY THAT IS ESTIMATED TO BE RECOVERABLE IN AN ORDERLY
         LIQUIDATION OF SUCH ELIGIBLE INVENTORY, NET OF LIQUIDATION EXPENSES, AS
         DETERMINED FROM TIME TO TIME BY THE LENDER IN ITS REASONABLE DISCRETION
         BASED UPON THE MOST RECENT APPRAISAL OBTAINED BY THE LENDER.

         III..    The definition of REAPPRAISAL EVENT is hereby deleted in its
entirety.

         IV..     The following definition is inserted in Article 1 in its
appropriate alphabetical order:

                  "CYCLE COUNT DEFICIENCY":         IS DEFINED IN SECTION 5:5-8.

         V..      Section 5-8 is hereby deleted in its entirety and the
following is inserted in its place:

                  INVENTORIES, APPRAISALS, AND AUDITS.

                  (a)      THE LENDER, AT THE EXPENSE OF THE BORROWERS, MAY
         PARTICIPATE IN AND/OR OBSERVE EACH PHYSICAL COUNT AND/OR INVENTORY OF
         SO MUCH OF THE COLLATERAL AS CONSISTS OF INVENTORY WHICH IS UNDERTAKEN
         ON BEHALF OF ANY BORROWER.

                  (b)      THE BORROWERS SHALL OBTAIN (AT THE BORROWER'S EXPENSE
         IN ALL INSTANCES) FINANCIAL OR SKU BASED PHYSICAL COUNTS AND/OR
         INVENTORIES CONDUCTED BY SUCH INVENTORY TAKERS AS ARE SATISFACTORY TO
         THE LENDER AND FOLLOWING SUCH METHODOLOGY AS IS CONSISTENT WITH THE
         BORROWERS' PRACTICES IN EFFECT AT THE EXECUTION OF THIS AGREEMENT AND
         AS PROVIDED IN THIS SECTION 5:5-8(b).

                           (i)      UNLESS (X) AN EVENT OF DEFAULT HAS OCCURRED,
                  OR (Y) THE LENDER DETERMINES, IN THE LENDER'S REASONABLE
                  BUSINESS JUDGMENT, THAT THE BORROWER'S SO-CALLED "CYCLE
                  COUNTS" OF THE BORROWER'S INVENTORY PRODUCE INFORMATION OR
                  RESULTS WHICH THE LENDER DEEMS INACCURATE OR OTHERWISE
                  DEFICIENT (A "CYCLE COUNT DEFICIENCY"), THE BORROWERS SHALL
                  CAUSE THE FOLLOWING NUMBER OF SUCH COUNTS / INVENTORIES TO BE
                  UNDERTAKEN IN EACH TWELVE (12) MONTH PERIOD DURING WHICH THIS
                  AGREEMENT IS IN EFFECT:

                                    (a)      RETAIL OPERATIONS : ONE (1).

                                    (b)      DIRECT OPERATIONS (CATALOGUE AND
                           WEB): ONE (1).

                           (ii)     NOTWITHSTANDING THE FOREGOING, THERE SHALL
                  BE DEEMED NO CYCLE COUNT DEFICIENCY PRIOR TO THE FIRST
                  PHYSICAL INVENTORY TAKEN SUBSEQUENT TO THE DATE HEREOF.

                           (iii)    IF AN EVENT OF DEFAULT OCCURS, THE LIMIT ON
                  THE NUMBER OF SUCH COUNTS AND/OR INVENTORIES SET FORTH IN
                  SECTION 5:5-8(B)(I) SHALL TERMINATE AND THE LENDER MAY REQUIRE
                  NOT LESS THAN TWO (2) SUCH COUNTS AND/OR INVENTORIES (AT THE
                  EXPENSE OF THE BORROWERS IN EACH INSTANCE) AT SUCH INTERVALS
                  AS THE LENDER, IN ITS DISCRETION, MAY DETERMINE AS BEING
                  APPROPRIATE.

                           (iv)     UPON THE DECLARATION BY THE LENDER OF A
                  CYCLE COUNT DEFICIENCY, ACCOMPANIED BY


                                       -2-
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                  A WRITTEN NOTICE FROM THE LENDER TO THE BORROWERS SETTING
                  FORTH IN REASONABLE DETAIL THE BASIS FOR SUCH DECLARATION, THE
                  LIMIT ON THE NUMBER OF SUCH COUNTS AND/OR INVENTORIES SET
                  FORTH IN SECTION 5:5-8(B)(I) SHALL BE MODIFIED AS FOLLOWS:

                                    (a)      RETAIL OPERATIONS : TWO (2).

                                    (b)      DIRECT OPERATIONS (CATALOGUE AND
                           WEB): ONE (1).

                           (v)      THE BORROWERS SHALL CAUSE THEIR ACCOUNTANTS
                  TO OBSERVE THE BORROWERS' YEAR END RETAIL OPERATIONS AND
                  DIRECT OPERATIONS COUNTS / INVENTORIES (AND SUCH OTHER COUNTS
                  / INVENTORIES AS THE ACCOUNTANTS MAY REQUIRE SO AS TO PERMIT
                  THOSE ACCOUNTANTS TO EXPRESS ITS OPINION ON THE BORROWERS'
                  ANNUAL CONSOLIDATED FINANCIAL STATEMENT TO THE STANDARD SET
                  OUT IN SECTION 5:5-6(B)(I)).

                           (vi)     THE LEAD BORROWER SHALL PROVIDE THE LENDER
                  WITH A COPY OF THE PRELIMINARY RESULTS OF EACH SUCH COUNT
                  AND/OR INVENTORY (AS WELL AS OF ANY OTHER PHYSICAL INVENTORY
                  UNDERTAKEN BY ANY BORROWER) WITHIN TEN (10) BUSINESS DAYS
                  FOLLOWING THE COMPLETION OF SUCH INVENTORY.

                           (vii)    THE LEAD BORROWER, WITHIN THIRTY (30) DAYS
                  FOLLOWING THE COMPLETION OF SUCH COUNT AND/OR INVENTORY, SHALL
                  PROVIDE THE LENDER WITH A RECONCILIATION OF THE RESULTS OF
                  EACH SUCH COUNT AND/OR INVENTORY (AS WELL AS OF ANY OTHER
                  PHYSICAL INVENTORY UNDERTAKEN BY ANY BORROWER) AND SHALL, IN
                  THE CASE OF A YEAR-END INVENTORY, POST SUCH RESULTS TO THE
                  BORROWERS' STOCK LEDGER AND, AS APPLICABLE TO THE BORROWERS'
                  OTHER FINANCIAL BOOKS AND RECORDS . THE LENDER MAY USE THE
                  RECONCILIATION AND RESULTS OF EACH SUCH COUNT AND/OR INVENTORY
                  AND IMPLEMENT THEM IN ACCORDANCE WITH THE TERMS OF THIS
                  AGREEMENT.

                  (c)      THE LENDER SHALL, AT THE LENDER'S EXPENSE, CONDUCT AN
         APPRAISAL OF THAT PORTION OF THE COLLATERAL CONSISTING OF INVENTORY AS
         OF SEPTEMBER 30, 2002 (THE "FIRST APPRAISAL"). IN CONNECTION WITH THE
         FIRST APPRAISAL, INVENTORY DEEMED BY THE BORROWERS TO BE STAGED FOR
         LIQUIDATION SHALL BE, TO THE EXTENT FEASIBLE, AS DETERMINED BY THE
         APPRAISER, EXCLUDED FROM "INVENTORY" FOR PURPOSES OF DETERMINING THE
         NRLV PERCENTAGE(1). THE BORROWERS SHALL PROMPTLY PROVIDE TO THE LENDER
         A COPY OF THE COMPREHENSIVE REPORT OF ALL SUCH INVENTORY STAGED FOR
         LIQUIDATION.

                  (d)      UNLESS AN EVENT OF DEFAULT HAS OCCURRED, AFTER THE
         FIRST APPRAISAL, THE LENDER MAY OBTAIN NOT MORE THAN THREE (3)
         APPRAISALS OF COLLATERAL CONSISTING OF INVENTORY, FROM TIME TO TIME IN
         ANY TWELVE (12) MONTH PERIOD DURING WHICH THIS AGREEMENT IS IN EFFECT,
         CONDUCTED BY SUCH APPRAISERS AS ARE SATISFACTORY TO THE LENDER (THE
         FIRST TWO (2) OF WHICH IN ANY TWELVE (12) MONTH PERIOD, EXCEPT FOR THE
         FIRST APPRAISAL, SHALL BE OBTAINED AT THE BORROWERS' EXPENSE). IF THE
         LENDER OBTAINS A THIRD APPRAISAL AND EITHER (X) FOR EVERY CALENDAR
         MONTH OTHER THAN OCTOBER, THE BORROWERS' THEN EXISTING CASH AND CASH
         EQUIVALENTS AGGREGATE GREATER THAN $7,500,000.00(2), OR (Y) FOR THE
         CALENDAR MONTH OF OCTOBER, NO CASH CONCENTRATION TRIGGER EVENT HAS
         OCCURRED OR OCCURS, THEN THE THIRD APPRAISAL SHALL BE OBTAINED AT THE


----------
         (1) IN ORDER TO BE SUCCESSFULLY EXCLUDED, THE INVENTORY STAGED FOR
LIQUIDATION MUST HAVE BEEN REMOVED FROM THE BORROWERS' STOCK LEDGER OR OTHERWISE
BE EXPLICITLY IDENTIFIABLE AND "SEGREGATED" FROM OTHER INVENTORY.

         (2) THE LEVEL OF THE BORROWER'S CASH AND CASH EQUIVALENTS SHALL BE
MEASURED WEEKLY, AS OF THE CLOSE OF BUSINESS ON FRIDAY OF EACH WEEK. THE
BORROWER SHALL REPORT ITS THEN EXISTING CASH AND CASH EQUIVALENTS TO THE LENDER
NO LATER THAN 10:00 A.M. ON EACH TUESDAY, VIA TELECOPIER, FOR THE PERIOD ENDING
AS OF THE CLOSE OF BUSINESS FOR THE PRIOR FRIDAY. IN THE EVENT THAT THE BORROWER
FAILS TO TIMELY DELIVER THE REQUIRED REPORT, THE BORROWER'S CASH AND CASH
EQUIVALENTS SHALL BE DEEMED TO BE LESS THAN $7,500,000.00.


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LENDER'S EXPENSE AND THE RESULTS OF THE THIRD APPRAISAL SHALL BE IMPLEMENTED
OVER TIME WITH:

                                    (1)      25% OF THE MODIFICATION TO BE
                           IMPLEMENTED THIRTY (30) DAYS AFTER THE EFFECTIVE
                           DATEOF THE APPRAISAL;

                                    (2)      50% OF THE MODIFICATION TO BE
                           IMPLEMENTED SIXTY (60) DAYS AFTER THE EFFECTIVE DATE
                           OF THE APPRAISAL;

                                    (3)      75% OF THE MODIFICATION TO BE
                           IMPLEMENTED NINETY (90) DAYS AFTER THE EFFECTIVE DATE
                           OF THE APPRAISAL; AND

                                    (4)      100% OF THE MODIFICATION TO BE
                           IMPLEMENTED ONE-HUNDRED TWENTY (120) DAYS AFTER THE
                           EFFECTIVE DATE OF THE APPRAISAL.

(AS AN EXAMPLE, IF THE EFFECTIVE DATE OF THE APPRAISAL IS SEPTEMBER 30, SUCH
THAT THE ENSUING LIQUIDATION ANALYSIS COMMENCES AS OF OCTOBER 1, THEN
IMPLEMENTATION WOULD BEGIN AS OF OCTOBER 31, AND ON EACH SUCCEEDING MONTH END
THEREAFTER).

                  (e)      IF THE LENDER OBTAINS A THIRD APPRAISAL AND EITHER
         (X) FOR EVERY CALENDAR MONTH OTHER THAN OCTOBER, THE BORROWERS' THEN
         EXISTING CASH AND CASH EQUIVALENTS AGGREGATE LESS THAN $7,500,000.00,
         OR (Y) FOR THE CALENDAR MONTH OF OCTOBER, A CASH CONCENTRATION TRIGGER
         EVENT HAS OCCURRED OR OCCURS, THEN THE THIRD APPRAISAL SHALL BE
         OBTAINED AT THE BORROWER'S EXPENSE AND THE RESULTS OF THE APPRAISAL
         SHALL BE IMPLEMENTED IMMEDIATELY.

                  (f)      SO LONG AS NO EVENT OF DEFAULT HAS OCCURRED AND THE
         BORROWER IS NOT INDEFAULT, THE LENDER SHALL PROVIDE THE BORROWERS NOT
         LESS THAN THIRTY (30) DAYS ADVANCE NOTICE OF THE PROJECTED DATES ON
         WHICH THE APPRAISALS SHALL BE PERFORMED.

                  (g)      THE LENDER MAY, IN THE LENDER'S DISCRETION, RESET THE
         STANDARD INVENTORY ADVANCE RATE AND THE SPECIAL INVENTORY ADVANCE RATE
         FOLLOWING THE RECEIPT OF ANY APPRAISAL, AS FOLLOWS:

                           (i)      FOR ANY APPRAISAL OBTAINED FROM AND AFTER
                  THE EXECUTION OF THIS AGREEMENT THROUGH APRIL, 2003, THE
                  STANDARD INVENTORY ADVANCE RATE AND THE SPECIAL INVENTORY
                  ADVANCE RATE, AS APPLICABLE, SHALL BE ADJUSTED IN AN AMOUNT
                  EQUAL TO NINETY-FIVE PERCENT (95%) OF THE ROLLING THREE (3)
                  MONTH AVERAGE OF THE NRLV PERCENTAGE. IF THAT ADJUSTMENT WOULD
                  RESULT IN A STANDARD INVENTORY ADVANCE RATE AND SPECIAL
                  INVENTORY ADVANCE RATE OF LESS THAN SEVENTY-SEVEN PERCENT
                  (77%), THEN THE ADJUSTMENT SHALL BE MODIFIED BY IMPLEMENTING
                  ONLY THE FOLLOWING DESIGNATED PERCENTAGE OF THE CHANGE FOR THE
                  SPECIFIED PERIOD, BASED UPON AN AVAILABLE CASH TEST, AS SET
                  FORTH IN THE FOLLOWING TABLE:


<Table>
<Caption>
                                                                                              PERCENT OF IMPLEMENTATION
-----------------------------------------------------------------------------------------------------------------------
CASH BALANCE (AS                              NOV.          DEC.          JAN.         FEB.          MAR.         APRIL
OF PRIOR MONTH                                2002          2002          2003         2003          2003         2003
END)
-----------------------------------------------------------------------------------------------------------------------
<S>                                           <C>           <C>           <C>          <C>           <C>          <C>
Greater than or equal to $15,000,000          0%            0%            0%           0%            0%           0%
-----------------------------------------------------------------------------------------------------------------------
Greater than or equal to $10,000,000          0%            20%           40%          60%           80%          100%
-----------------------------------------------------------------------------------------------------------------------
Less than or equal to $9,999,999              0%            25%           50%          75%           100%         100%
-----------------------------------------------------------------------------------------------------------------------
</Table>



                           (ii)     SO LONG AS THERE HAS OCCURRED NO EVENT OF
                  DEFAULT, FOR ANY APPRAISALS OBTAINED AFTER APRIL, 2003, THE
                  STANDARD INVENTORY ADVANCE RATE AND THE SPECIAL INVENTORY
                  ADVANCE RATE, AS APPLICABLE, SHALL BE ADJUSTED IN AN AMOUNT
                  EQUAL TO NINETY-FIVE PERCENT (95%) OF THE ROLLING THREE (3)
                  MONTH AVERAGE OF THE NRLV.


                                       -4-
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                           (iii)    IF AN EVENT OF DEFAULT OCCURS, THE FOREGOING
                  LIMIT ON THE NUMBER OF SUCH APPRAISALS SHALL TERMINATE AND THE
                  LENDER MAY REQUIRE SUCH APPRAISALS (AT THE EXPENSE OF THE
                  BORROWERS IN EACH INSTANCE) WITH SUCH FREQUENCY AS THE LENDER,
                  IN ITS DISCRETION MAY DETERMINE AS BEING APPROPRIATE.

                           (iv)     IF AS A RESULT OF THE LENDER'S OBTAINING A
                  NEW APPRAISAL THERE IS TO BE AN ADJUSTMENT TO THE STANDARD
                  INVENTORY ADVANCE RATE AND THE SPECIAL INVENTORY ADVANCE RATE,
                  THEN, IN EACH SUCH INSTANCE, THE ADJUSTMENT SHALL BE
                  IMPLEMENTED FIRST, WITH RESPECT TO THE SPECIAL INVENTORY
                  ADVANCE RATE, AND THEN WITH RESPECT TO THE STANDARD INVENTORY
                  ADVANCE RATE, SO THAT IN THE EVENT THE ADJUSTED STANDARD
                  INVENTORY ADVANCE RATE AND SPECIAL INVENTORY ADVANCE RATE IS
                  73% OR LESS, THERE SHALL BE NO SPECIAL INVENTORY ADVANCE RATE.
                  IF THE STANDARD INVENTORY ADVANCE RATE AND THE SPECIAL
                  INVENTORY ADVANCE RATE IS GREATER THAN 73%, ANY PORTION ABOVE
                  73% SHALL BE DEEMED THE SPECIAL INVENTORY ADVANCE RATE.

                           (v)      IN THE EVENT THAT AN APPRAISAL RESULTS IN
                  THE RESETTING OF THE STANDARD INVENTORY ADVANCE RATE TO LESS
                  THAN 70%, THE LEAD BORROWER, ON WRITTEN NOTICE GIVEN THE
                  LENDER WITHIN FIFTEEN (15) DAYS OF SUCH RESETTING, MAY OBTAIN
                  AN APPRAISAL UNDERTAKEN BY ANOTHER APPRAISER WHICH IS
                  REASONABLY SATISFACTORY TO THE LENDER, THE RESULTS OF WHICH
                  APPRAISAL (THE "SECOND APPRAISAL") SHALL BE DELIVERED TO THE
                  LENDER WITHIN FIFTEEN (15) DAYS OF THE ENGAGEMENT OF THE
                  APPRAISER TO UNDERTAKE THE SECOND APPRAISAL.

                           (vi)     IN THE EVENT THAT THE SECOND APPRAISAL
                  SUPPORTS A STANDARD INVENTORY ADVANCE RATE WHICH IS IN EXCESS
                  OF 70%, THEN THE LENDER, WITHIN FIFTEEN (15) DAYS FOLLOWING
                  THE SUCH DELIVERY OF THE SECOND APPRAISAL TO IT, MAY EITHER:

                                    (1)      RESET THE STANDARD INVENTORY
                           ADVANCE RATE TO A PERCENTAGE SUPPORTED BY THE SECOND
                           APPRAISAL; OR

                                    (2)      GIVE WRITTEN NOTICE (THE "RESET
                           REJECTION") OF THE LENDER'S DECLINING TO SO RESET THE
                           STANDARD INVENTORY ADVANCE RATE.

                           (vii)    IN THE EVENT THAT THE LENDER ISSUES A RESET
                  REJECTION, THEN THE LEAD BORROWER, BY IRREVOCABLE WRITTEN
                  NOTICE TO THE LENDER GIVEN NO LATER THAN SEVENTY-FIVE (75)
                  DAYS AFTER RECEIPT OF THE RESET REJECTION, MAY SET THE
                  TERMINATION DATE AS A DATE WHICH IS NO MORE THAN NINETY (90)
                  DAYS AFTER (AND COUNTING) THE DATE OF THE GIVING OF SUCH RESET
                  REJECTION.

                  (h)      THE LENDER MAY OBTAIN COMMERCIAL FINANCE FIELD
         EXAMINATIONS (IN EACH EVENT, AT THE BORROWERS' EXPENSE) OF THE
         BORROWERS' BOOKS AND RECORDS AS FOLLOWS:

                           (i)      UNLESS AN EVENT OF DEFAULT HAS OCCURRED, THE
                  LENDER MAY NOT OBTAIN MORE THAN THREE SUCH AUDITS DURING ANY
                  TWELVE (12) MONTH PERIOD DURING WHICH THIS AGREEMENT IS IN
                  EFFECT.

                           (ii)     IF AN EVENT OF DEFAULT OCCURS, THE LIMIT ON
                  FIELD AUDITS SET FORTH IN SECTION 5:5-8(d)(i) SHALL TERMINATE
                  AND THE LENDER MAY OBTAIN SUCH FIELD AUDITS, WITH SUCH
                  FREQUENCY, AS THE LENDER, IN ITS DISCRETION, MAY DETERMINE AS
                  BEING APPROPRIATE.

                  (i)      IN ADDITION TO THOSE APPRAISALS AND FIELD
         EXAMINATIONS WHICH THE LENDER MAY OBTAIN OR CAUSE TO BE UNDERTAKEN AT
         THE BORROWERS' EXPENSE, AS PROVIDED IN SECTIONS 5:5-8(c) AND 5:5-8(d),
         THE LENDER MAY OBTAIN OR CAUSE SUCH ADDITIONAL APPRAISALS AND FIELD
         AUDITS TO BE UNDERTAKEN AT ITS EXPENSE WITH SUCH FREQUENCY AS THE
         LENDER MAY DETERMINE.


                                       -5-
<Page>

                  (j)      THE LENDER FROM TIME TO TIME (IN ALL EVENTS, AT THE
         BORROWERS' EXPENSE) MAY UNDERTAKE "MYSTERY SHOPPING" (SO-CALLED) VISITS
         TO ALL OR ANY OF THE BORROWERS' BUSINESS PREMISES.
         BORROWING BASE

         VII..    The definition of Backstop L/C Collateral is hereby deleted in
its entirety and the following is inserted in its place:

         "BACKSTOP L/C COLLATERAL":          ON ANY DAY, ONE HUNDRED PERCENT
                  (100%) OF THE FAIR MARKET VALUE, AS DETERMINED BY THE LENDER
                  IN ITS SOLE AND EXCLUSIVE DISCRETION, OF THE THEN CONTENTS OF
                  ACCOUNT NO. H42-1001603 MAINTAINED BY ITURF FINANCE COMPANY
                  WITH J.P. MORGAN SECURITIES INC., A SECURITY INTEREST IN WHICH
                  HAS BEEN GRANTED TO THE LENDER, AND WHICH IS "BLOCKED" FROM
                  UNILATERAL WITHDRAWAL BY ITURF FINANCE COMPANY.

         PART 2.           RATIFICATION OF LOAN DOCUMENTS. NO CLAIMS AGAINST THE
LENDER:

                  (a)      Except as provided herein, all terms and conditions
         of the Loan Agreement and of the other Loan Documents remain in full
         force and effect. Each Borrower and each Guarantor hereby ratifies,
         confirms, and re-affirms all terms and provisions of the Loan
         Documents.

                  (b)      There is no basis nor set of facts on which any
         amount (or any portion thereof) owed by any Borrower or Guarantor under
         any Loan Document could be reduced, offset, waived, or forgiven, by
         rescission or otherwise; nor is there any claim, counterclaim, off set,
         or defense (or other right, remedy, or basis having a similar effect)
         available to any Borrower or Guarantor with regard thereto; nor is
         there any basis on which the terms and conditions of any of the
         Liabilities could be claimed to be other than as stated on the written
         instruments which evidence such Liabilities. To the extent that any
         Borrower or Guarantor has (or ever had) any such claims against the
         Lender, that Borrower or that Guarantor hereby affirmatively WAIVES and
         RELEASES the same.


         PART 3.           MISCELLANEOUS:

                  (a)      Terms used in this Second Amendment which are defined
         in the Loan Agreement are used as so defined.

                  (b)      This Second Amendment may be executed in several
         counterparts and by each party on a separate counterpart, each of which
         when so executed and delivered shall be an original, and all of which
         together shall constitute one instrument.

                  (c)      This Second Amendment expresses the entire
         understanding of the parties with respect to the transactions
         contemplated hereby. No prior negotiations or discussions shall limit,
         modify, or otherwise affect the provisions hereof.

                  (d)      Any determination that any provision of this Second
         Amendment or any application hereof is invalid, illegal, or
         unenforceable in any respect and in any


                                       -6-
<Page>

         instance shall not affect the validity, legality, or enforceability of
         such provision in any other instance, or the validity, legality, or
         enforceability of any other provisions of this Second Amendment.

                  (e)      The Borrowers shall pay on demand all reasonable
         costs and expenses of the Agents, including, without limitation,
         reasonable attorneys' fees in connection with the preparation,
         negotiation, execution, and delivery of this Second Amendment, up to a
         maximum amount of $10,000.00.

         Except as expressly provided herein, all terms and conditions of the
Loan Agreement, as previously amended to date, shall remain in full force and
effect.

                                                                   DELIA*S CORP.
                                                              (" LEAD BORROWER")

                                             By_________________________________

                                     Print Name:________________________________

                                          Title:________________________________

                                                                   DELIA*S CORP.
                                                       DELIA*S OPERATING COMPANY
                                                    DELIA*S DISTRIBUTION COMPANY
                                                          DELIA*S RETAIL COMPANY
                                                                    "BORROWERS":

                                             By_________________________________

                                     Print Name:________________________________

                                          Title:________________________________

                                                  WELLS FARGO RETAIL FINANCE LLC
                                                                      ("LENDER")

                                             By_________________________________

                                     Print Name:________________________________

                                          Title:________________________________


                                       -7-

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</DOCUMENT>
