DELIAS CORP
EXHIBIT 10.34
<DOCUMENT>
<TYPE>EX-10.34
<SEQUENCE>10
<FILENAME>a2047690zex-10_34.txt
<DESCRIPTION>EXHIBIT 10.34
<TEXT>

<PAGE>

                                                                   Exhibit 10.34


                             MODIFICATION AGREEMENT


                  THIS MODIFICATION AGREEMENT ("AGREEMENT") is made effective as
of May 1, 2001, by and among dELiA*s Distribution Company, a Delaware
corporation (the "BORROWER"), dELiA*s Group, Inc. f/k/a dELiA*s, Inc., a
Delaware corporation (the "GUARANTOR") and Allfirst Bank, a Maryland banking
corporation (the "LENDER"). The BORROWER and the GUARANTOR are hereafter
collectively referred to from time to time as the "OBLIGORS".


                                    RECITALS

         R1. BORROWER is presently indebted to the LENDER under: (a)
$5,320,000.00 Mortgage Note dated August 6, 1999 (the "NOTE") executed by the
BORROWER to the order of the LENDER; and (b) an ISDA master agreement dated
August 5, 1999 pertaining to a swap arrangement between the BORROWER and the
LENDER (the "SWAP").

         R2. The indebtedness owed by the BORROWER to the LENDER under the NOTE
and the SWAP is guaranteed by the GUARANTOR pursuant to a Suretyship Agreement
dated August 6, 1999 (the "GUARANTY") executed by the GUARANTOR in favor of the
LENDER.

         R3. The obligations owed by the BORROWER to the LENDER under the NOTE
and the SWAP are secured by: (1) an open-end construction/permanent loan
mortgage and security agreement (secures future advances) dated August 6, 1999
("MORTGAGE"), pursuant to which MORTGAGE the BORROWER granted and conveyed to
the LENDER a first priority lien against that certain real property generally
known as 348 Poplar Street, Hanover, Pennsylvania 17331, which real property is
more particularly described in the MORTGAGE (the "REAL PROPERTY") and which
MORTGAGE was recorded in the Office of the Recorder of Deeds for York County,
Pennsylvania in Record Book 1373, Page 6314; (2) an Assignment of Leases and
rents dated August 6, 1999 ("ASSIGNMENT") pertaining to the REAL PROPERTY
executed by the BORROWER in favor of the LENDER; (3) a Collateral Assignment of
Agreements Effecting Real Estate dated August 6, 1999 ("COLLATERAL ASSIGNMENT"),
pertaining to the REAL PROPERTY executed by the BORROWER in favor of the LENDER;
and (4) an Equipment Security Agreement dated August 6, 1999 ("EQUIPMENT
SECURITY AGREEMENT") executed by the BORROWER in favor of the LENDER.

         R4. In addition to the aforementioned documents, the BORROWER and the
GUARANTOR also executed several other documents including, without limitation, a
Construction Loan Agreement dated August 6, 1999 ("CONSTRUCTION LOAN
AGREEMENT"). The loan documents set forth in Recitals 1 through 3 above as well
as all other documents relating thereto and/or executed in connection therewith
are hereafter collectively referred to as the "ORIGINAL LOAN DOCUMENTS." The
<PAGE>

ORIGINAL LOAN DOCUMENTS, this AGREEMENT and all other loan documents relating
thereto and/or executed in connection with this AGREEMENT are hereafter
collectively referred to as the "LOAN DOCUMENTS."

         R5. Under the terms and conditions of the ORIGINAL LOAN DOCUMENTS,
particularly the CONSTRUCTION LOAN AGREEMENT, the GUARANTOR was required to
achieve and maintain at all times during the term of the ORIGINAL LOAN
DOCUMENTS, a minimum fixed charged coverage ratio of at least 1.4 to 1. The
GUARANTOR has been unable to maintain the fixed charge coverage ratio ("FIXED
CHARGE COVERAGE RATIO"). The GUARANTOR obtained a waiver from the LENDER of the
FIXED CHARGE COVERAGE RATIO to May 5, 2001. However, the GUARANTOR has advised
the Bank that it will be unable to comply with the FIXED CHARGED COVERAGE RATIO
requirement within the waiver period originally provided by the LENDER.
Consequently, the OBLIGORS have requested that the LENDER modify the terms and
conditions of the ORIGINAL LOAN DOCUMENTS and to accept payment of all
indebtedness owed thereunder pursuant to the terms and conditions of this
AGREEMENT. The Bank is willing to modify the terms and conditions of the
ORIGINAL LOAN DOCUMENTS pursuant to the terms and conditions of this AGREEMENT
provided that the OBLIGORS execute this AGREEMENT and all other documents
required by the LENDER to be executed in connection therewith, make all payments
required under the AGREEMENT and otherwise strictly comply with the terms and
conditions of the AGREEMENT and the ORIGINAL LOAN DOCUMENTS as modified by the
AGREEMENT.

         NOW THEREFORE, in consideration of these premises, and other good and
valuable consideration, the receipt and adequacy of which are hereby
acknowledged, the parties hereto agree as follows:

         1. RECITALS. The Recitals are true and accurate in all material
respects and are hereby incorporated into this AGREEMENT.

         2. ACKNOWLEDGEMENT OF LOAN BALANCE AND DUTIES TO PAY. The OBLIGORS
acknowledge and agree that as of May 3, 2001, the unpaid principal balance of
the NOTE is Five Million One Hundred Fifty-One Thousand Six Hundred Eighty-Eight
Dollars and Seventy-Eight Cents ($5,151,688.78). In addition, there is also due
and owing to the LENDER, subject to the terms of the LOAN DOCUMENTS all
interest, costs, expenses, and attorneys' fees which the LENDER has incurred
and/or may incur in the future in connection with the preparation of this
AGREEMENT, or otherwise arising in connection with the LOAN DOCUMENTS, or the
preservation of and enforcement of rights against the REAL PROPERTY, or any of
the other collateral securing the obligations of any of the OBLIGORS to the
LENDER, together with all unpaid and/or subsequently arising late payment fees,
charges, interest, and other payments or fees to which the LENDER is entitled
pursuant to the LOAN DOCUMENTS.

         3. ACKNOWLEDGMENT OF OBLIGATIONS. The OBLIGORS acknowledge that: (a)
<PAGE>

the LOAN DOCUMENTS are the valid and binding obligations of the OBLIGORS, and
are fully enforceable in accordance with their stated terms; and (b) the
obligations of the OBLIGORS under the LOAN DOCUMENTS, are not subject to any
set-off, defense or counterclaim.

         4. REPRESENTATIONS AND WARRANTIES. As an inducement to the LENDER to
enter into this AGREEMENT, the OBLIGORS make the following representations and
warranties to the LENDER and acknowledge the LENDER'S justifiable reliance
thereon:

         (a) ACCURACY OF INFORMATION. All financial statements heretofore
furnished by OBLIGORS to LENDER have been prepared in accordance with generally
accepted accounting principles and practices consistently applied, are
substantially complete and correct, and fully and fairly present the financial
condition of OBLIGORS as of the date or dates thereof and the results of their
operations for the periods ending on said date(s), and as of this date there has
been no material adverse change in the financial condition of OBLIGORS from that
set forth in the most recent financial statements so furnished or in the
business, operations or assets of OBLIGORS, except as disclosed in the most
recent draft of the annual operating plan for OBLIGORS' fiscal year 2001
furnished to LENDER (the "2001 AOP"). The 2001 AOP represents OBLIGORS' best
estimate as of the date hereof of the financial condition and results of
operations of OBLIGORS for the first quarter of fiscal year 2001 and the
projected results for the remainder of fiscal year 2001 and, to the best of
OBLIGORS' knowledge, contain no materially false, incomplete or misleading
statements. All information in the possession of any OBLIGOR which OBLIGOR
should reasonably believe would be material to the LENDER'S decision to enter
into this AGREEMENT has been submitted to the LENDER.

         (b) NO LITIGATION. Except as disclosed on Schedule 4(b), there is as of
the date hereof, no action, suit, or proceeding pending or, in the knowledge of
any of the OBLIGORS, threatened against any OBLIGOR or the REAL PROPERTY, which
could reasonably be expected, individually as in the aggregate, to have any
material adverse affect on the financial condition as a result of operations of
OBLIGATIONS.

         (c) NO DEFAULT. Except as described in the recitals of this AGREEMENT,
the OBLIGORS are not in default under the LOAN DOCUMENTS.

         (d) PAYMENT OF CHARGES/TAXES ASSESSMENTS. The OBLIGORS have fully paid
all ground rents, utility charges, assessments, taxes, including personal
property and real estate taxes and other charges due to any person under any
document or agreement which, if unpaid, give rise to a lien on or the right of
any other person to possession of any property of any OBLIGOR including without
limitation, the REAL PROPERTY. Simultaneously with the execution of this
AGREEMENT, the OBLIGORS shall provide documentation to the LENDER evidencing
that all taxes to the Pennsylvania Department of Revenue have been paid in full.

         (e) NO MATERIAL ADVERSE CHANGE. Except as previously disclosed in
<PAGE>

writing to the LENDER: (i) no material adverse change has occurred in the
financial condition of any OBLIGOR as indicated on the financial statements of
such OBLIGOR most recently submitted to and reviewed by the LENDER, and (ii) no
event has occurred or circumstance exists that could reasonably be expected to
cause such a material adverse change.

         5. REDUCTION OF PRINCIPAL OWED UNDER THE NOTE. On May 7, 2001, the
OBLIGORS shall wire transfer the amount of $2,000,000.00 to the LENDER to reduce
the principal amount owed under the NOTE.

         6. PAYMENT AND TERMINATION OF SWAP. On May 4, 2001, the OBLIGORS
requested that the LENDER terminate the SWAP. In accordance therewith, on May 7,
2001, the OBLIGORS shall make a payment to the LENDER via wire transfer in
the amount of $450,000 pertaining to the balance of the SWAP owed on the
termination date.

         7. AMENDMENT TO NOTE. The NOTE is hereby amended by deleting paragraph
(b) and the first sentence of paragraph (c) of the NOTE and replacing it with
the following language:

         (b) Commencing September 6, 1999, and continuing monthly on the sixth
day of each month, principal and interest shall be payable in forty-eight (48)
consecutive monthly installments, which installments shall be based on a twenty
(20) year amortization, and shall be increased or decreased from time to time to
reflect any change(s) in the effective interest rates.

         (c) Unless paid sooner, the unpaid Principal Sum, together with
interest accrued and unpaid thereon, shall be due and payable in full on August
6, 2003.

         8. AMENDMENT TO CONSTRUCTION LOAN AGREEMENT. The first sentence of
paragraph 3(q) of the CONSTRUCTION LOAN AGREEMENT is hereby deleted and replaced
with the following language:

         3(q). Surety shall achieve and maintain at all times during the term of
the Loan a minimum FIXED CHARGE COVERAGE RATIO of at least 1.4 to 1 unless the
LENDER agrees to waive such requirement as set forth herein. Provided the
OBLIGORS are not otherwise in default under the LOAN DOCUMENTS, LENDER agrees to
continue to waive the FIXED CHARGE COVERAGE RATIO commencing on May 5, 2001 and
continuing for each quarter thereafter during the pendency of the LOAN
DOCUMENTS. If the OBLIGORS are in default under the LOAN DOCUMENTS, which
default remains uncured at the end of any applicable cure period, the OBLIGORS
understand, acknowledge and agree that the LENDER is under no obligation to
waive the FIXED CHARGE COVERAGE RATIO. Initially, the LENDER agrees to extend
the waiver of the FIXED CHARGE COVERAGE RATIO to May 7, 2001, at which time the
OBLIGORS shall be required to wire transfer to the LENDER the amount of Two
Million Dollars ($2,000,000.00) to reduce the principal balance of the NOTE,
<PAGE>

$450,000 Dollars to be applied to the termination of the SWAP, the
MODIFICATION FEE and all attorneys' fees, costs and expenses incurred in
connection with this AGREEMENT. If the OBLIGORS fail to make these payments
on May 7, 2001, the OBLIGORS understand, acknowledge and agree that the
LENDER'S waiver of the FIXED CHARGE COVERAGE RATIO shall be immediately
terminated. In addition to all financial information required to be provided
by the OBLIGORS to the LENDER under the LOAN DOCUMENTS, the OBLIGORS shall
also be required to provide documentation with respect to the OBLIGORS
compliance and/or non-compliance of the FIXED CHARGE COVERAGE RATIO, which
information must be provided initially with the execution of this AGREEMENT
and quarterly thereafter.

         The remaining language in paragraph 3(q) of the CONSTRUCTION LOAN
AGREEMENT shall remain in full force and effect.

         9. CONSENT BY GUARANTORS. The GUARANTOR consents to the terms and
conditions of this AGREEMENT and affirms and acknowledges that its respective
obligations under the LOAN DOCUMENTS shall remain unchanged and in full force
and effect.

         10. LOAN FEE. In consideration for the modification to the ORIGINAL
LOAN DOCUMENTS described in this AGREEMENT, on May 7, 2001, the OBLIGORS shall
pay to the LENDER a modification fee of Seventy-Five Thousand Dollars
($75,000.00) ("MODIFICATION FEE"). The MODIFICATION FEE shall be deemed to be
immediately earned upon payment and shall be in addition to any and all other
payments required under the LOAN DOCUMENTS.

         11. CONDITIONS PRECEDENT. Except as agreed to otherwise in writing by
the LENDER, or as contemplated in the fourth sentence of the proposed amendment
to Section 3(q)of the CONSTRUCTION LOAN AGREEMENT set forth in paragraph 8 of
this AGREEMENT the LENDER'S agreement hereunder shall not take effect until:

         (a)      this AGREEMENT is executed by the LENDER and the OBLIGORS;

         (b) all other documents required by the LENDER in connection with the
modifications described in this AGREEMENT, are executed and delivered by the
OBLIGORS, as the case may be; and

         (c) the OBLIGORS pay the $2,000,000 to reduce the principal balance
owed under the NOTE, the $450,000 to terminate the SWAP, the MODIFICATION FEE
and all costs, fees, and expenses of the LENDER, and the LENDER'S attorney's
fees.
<PAGE>

         12. NO WAIVER. The LENDER, at any time or from time to time, may waive
all or any rights under this AGREEMENT or the other LOAN DOCUMENTS, as amended,
but any such waiver or indulgence by the LENDER at any time or from time to time
shall not constitute a future waiver of performance or exact performance by the
OBLIGORS.

         13. NO NOVATION; NO REFINANCE; NO ADVERSE AFFECT ON LIENS. The parties
hereto do not intend that a novation of any of the ORIGINAL LOAN DOCUMENTS shall
be created or effected because of the forbearance and modifications described
herein. The parties hereto do not intend that the execution of this AGREEMENT
and the transactions as described herein, shall: (a) constitute a refinance of
the indebtedness owed with the LOAN DOCUMENTS; or (b) affect the validity or
priority of any of the liens or security interests imposed by or granted in the
LOAN DOCUMENTS, including the MORTGAGE.

         14. ADDITIONAL EVENTS OF DEFAULT. The following events or conditions
shall constitute events of default under this AGREEMENT and additional events of
default under the LOAN DOCUMENTS, as amended, if said default remains uncured at
the end of any applicable cure period;

         (a) the failure to pay any amounts due under the LOAN DOCUMENTS, as
amended, when and as the same are due and payable;.

         (b) the failure to perform or observe any of the covenants and
agreements of the LOAN DOCUMENTS, as amended;

         (c) the failure of the OBLIGORS to perform any obligation contained in
this AGREEMENT;

         (d) if the LENDER or any of the LENDER'S agents or inspectors are not
permitted at all reasonable times to enter upon and inspect the REAL PROPERTY;

         (e) a default on any other obligation of the BORROWER or the GUARANTOR
to the LENDER, which continues beyond the applicable cure period; or

         (f) the failure of any representation or warranty made by the OBLIGORS
in this AGREEMENT to be true in all material respects as of the date hereof.

         15. INCORPORATION; LIMITED MODIFICATION. The terms and conditions of
the ORIGINAL LOAN DOCUMENTS are incorporated herein by reference and made a part
hereof as fully set forth herein. Except as specifically modified by or pursuant
to this AGREEMENT, all terms and conditions of the ORIGINAL LOAN DOCUMENTS
remain unchanged, in full force and effect, and are hereby ratified and
confirmed by the parties hereto in all respects. In the event of any
inconsistency between the terms and conditions of this AGREEMENT or any of the
terms or conditions of any other LOAN DOCUMENTS (except as to the specific
modifications contained herein), the LENDER
<PAGE>

shall choose which provisions control.

         16. CONFESSION OF JUDGMENT. Upon the occurrence of a default under this
AGREEMENT, or any of the LOAN DOCUMENTS as modified by this AGREEMENT, the
OBLIGORS irrevocably authorize and empower any attorney admitted to practice
before any court of record in the United States to appear on behalf of the
OBLIGORS in any such court, in one or more proceedings, before any court
thereof, and to confess judgment against the OBLIGORS, jointly and severally,
without prior notice or opportunity for prior hearing, in favor of the LENDER,
for the full amount of the outstanding indebtedness owed under the LOAN
DOCUMENTS, plus attorneys' fees equal to 10% of said sum, plus court costs.
Solely with respect to the attorneys' fees provision, the LENDER agrees that,
although the LENDER is entitled to a judgment herein which includes 10% of the
outstanding balance owed under the LOAN DOCUMENTS for attorneys' fees, the
LENDER shall only collect the actual attorneys' fees, costs and expenses,
incurred by the LENDER in this matter. This does not effect the LENDER'S right
to obtain a judgment for and collect all outstanding principal, interest and
late charges owed under the LOAN DOCUMENTS. In addition to all other courts,
jurisdictions or venues which would be proper, the OBLIGORS consent to the
jurisdiction and venue of the courts of any county of the Commonwealth of
Pennsylvania, or any of the United States District Courts for the Commonwealth
of Pennsylvania for the entry of said judgment(s). The OBLIGORS waive and
release all errors, defects, and imperfection whatsoever in the entering of said
judgment(s) and hereby agree that no writ of error or objection or motion to
rule to open or strike said judgment(s) or appeal shall be made or taken
thereto. The OBLIGORS waive the benefit of any and every statute, ordinance or
rule of court which may be lawfully waived conferring upon the OBLIGORS any
right or privilege of exemption including, but not limited to any homestead
exemption, stay of execution or supplementary proceedings or other relief from
the enforcement or immediate enforcement of the judgment or related proceedings
on a judgment. The authority and power to appear for and enter judgment(s)
against the OBLIGORS, pursuant to the authority granted herein shall not be
exhausted by one or more exercises thereof, or by any imperfection or exercise
thereof and shall not be extinguished by any judgment(s) entered pursuant
thereto; such authority and power may be exercised on one or more occasions from
time to time, in the same or different jurisdictions, as often as the LENDER may
deem necessary or advisable.

         17. NO OTHER MODIFICATION; FINAL AGREEMENT. Except as set forth in this
AGREEMENT, the LOAN DOCUMENTS remain unmodified and in full force and effect.
This AGREEMENT and the LOAN DOCUMENTS, as modified herein, constitute the entire
agreement between the parties hereto, and may not be altered, modified, or
amended except by a writing executed by the LENDER and all other parties to this
AGREEMENT.

         18. NOTICES. Any notice required or permitted by or in connection with
this
<PAGE>

AGREEMENT shall be in writing and shall be made by facsimile (confirmed on the
date the facsimile is sent by one of the other methods of giving notice provided
for in this Section) or by hand delivery, by Federal Express, or other similar
overnight delivery service, or by certified mail, unrestricted delivery, return
receipt requested, postage prepaid, addressed to the LENDER or the OBLIGORS at
the appropriate address set forth below or to such other address as may be
hereafter specified by written notice by the LENDER or the OBLIGORS. Notice
shall be considered given as of the date of the facsimile or the hand delivery,
one (1) calendar day after delivery to Federal Express or similar overnight
delivery service, or three (3) calendar days after the date of mailing,
independent of the date of actual delivery or whether delivery is ever in fact
made, as the case may be, provided the giver of notice can establish the fact
that notice was given as provided herein. If notice is tendered pursuant to the
provisions of this Section and is refused by the intended recipient thereof, the
notice, nevertheless, shall be considered to have been given and shall be
effective as of the date herein provided.

                  If to the LENDER:

                           ALLFIRST BANK
                           Special Credits Division
                           Mail Code 001-14-02
                           213 Market Street
                           Harrisburg, Pennsylvania 17105
                           (717) 255-2377
                           Fax No.: (717) 255-2370
                           Attn: Jamin M. Gibson, Vice President

                  If to the BORROWER:

                           dELiA*s Corporation
                           435 Hudson Street
                            New York, New York 10014
                           Attn: Mr. Dennis Goldstein, Chief Financial Officer
                           (212) 590-6208
                           Fax No.: (212) 590-6310

         19. FEES AND EXPENSES. The OBLIGORS shall pay on the demand of the
LENDER all expenses reasonable incurred by the LENDER in connection with this
AGREEMENT, including but not limited to all reasonable attorneys' fees.

         20. BINDING EFFECT. This AGREEMENT shall inure to the benefit of the
parties hereto, and shall be binding upon their successors, personal
representatives and assigns.

         21. CHOICE OF LAW. The laws of the Commonwealth of Pennsylvania
(excluding, however, conflict of law principles) shall govern and be applied to
determine all issues relating to this AGREEMENT and the rights and obligations
of the parties
<PAGE>

hereto, including the validity, construction, interpretation, and enforceability
of this AGREEMENT and its various provisions and the consequences and legal
effect of all transactions and events which resulted in the execution of this
AGREEMENT or which occurred or were to occur as a direct or indirect result of
this AGREEMENT having been executed.

         22. TENSE, GENDER, DEFINED TERMS, CAPTIONS. As used herein, the plural
shall refer to and include the singular, and the singular, the plural and the
use of any gender shall include and refer to any other gender. All defined terms
are completely capitalized throughout this AGREEMENT. All captions are for the
purpose of convenience only.

         23. TIME. Time is of the essence with respect to this AGREEMENT and all
terms and conditions described herein.

         24. RELEASE OF ANY CLAIMS. The OBLIGORS hereby release, waive,
discharge and agree to hold the LENDER and its officers, directors, attorneys,
agents and employees (collectively, the "LENDER PARTIES") harmless from any and
all claims, known or unknown, on or before the date of this AGREEMENT which any
of the OBLIGORS might have against the LENDER PARTIES which in any way relate,
pertain, or arise, directly or indirectly, from the LOAN DOCUMENTS, this
AGREEMENT, or which otherwise relate or pertain to the collateral securing the
obligations of the OBLIGORS due to the LENDER or the transactions described in
this AGREEMENT or the conduct of the parties with respect thereto.

         25. WAIVER OF JURY TRIAL. The OBLIGORS and the LENDER agree that any
suit, action, or proceeding, whether claim or counterclaim, brought or
instituted by any of the OBLIGORS, the LENDER, or any successor or assign of the
OBLIGORS or the LENDER, on or with respect to this AGREEMENT or the LOAN
DOCUMENTS, as may be amended pursuant to this AGREEMENT, or which in any way
relates, directly or indirectly, to the obligations of the OBLIGORS to the
LENDER under this AGREEMENT or the LOAN DOCUMENTS, as may be amended pursuant to
this AGREEMENT, or the dealings of the parties with respect thereto, shall be
tried only by a court and not by a jury. The OBLIGORS and the LENDER hereby
expressly waive any right to a trial by jury in any such suit, action, or
proceeding. The OBLIGORS and the LENDER acknowledge and agree that this
provision is a specific and material aspect of the agreement between the parties
and that the LENDER would not enter into this transaction with the OBLIGORS if
this provision were not part of this AGREEMENT.

         IN WITNESS WHEREOF, the parties hereto have executed this AGREEMENT
under seal as of the date first above written. This AGREEMENT may be executed in
counterparts and delivered by facsimile.

WITNESS/ATTEST:                                      LENDER:

<PAGE>

                                  ALLFIRST BANK


________________________              By:    ___________________________(SEAL)
                                             Jamin M. Gibson,
                                             Vice President


                                      OBLIGORS:

                                      dELiA*s Distribution Company,
                                      A Delaware Corporation


_______________________               By:    _________________________(SEAL)
                                             Dennis Goldstein,
                                             Executive Vice President



                                      dELiA*s Group, Inc..,
                                      A Delaware Corporation


_______________________               By:    _________________________(SEAL)
                                             Dennis Goldstein,
                                             Executive Vice President


                                 ACKNOWLEDGEMENT

COMMONWEALTH OF PENNSYLVANIA, CITY/COUNTY OF ______________________,
TO WIT:

         I HEREBY CERTIFY that on this ______ day of _________, 2001, before me,
the undersigned Notary Public of the jurisdiction aforesaid personally appeared
Jamin M. Gibson, and acknowledged himself to be the Vice President of Allfirst
Bank, and that he, as such Vice President, being authorized so to do, executed
the foregoing instrument for the purposes therein contained by signing the name
of Allfirst Bank, by himself as Vice President.

             IN WITNESS MY Hand and Notarial Seal.

<PAGE>

                                               ___________________________(SEAL)
                                                       NOTARY PUBLIC
My Commission Expires:
----------------------



STATE OF NEW YORK, CITY/COUNTY OF ______________________, TO WIT:

         I HEREBY CERTIFY that on this ______ day of _________, 2001, before me,
the undersigned Notary Public of the jurisdiction aforesaid personally appeared
Dennis Goldstein, and acknowledged himself to be the Executive Vice President of
dELiA*s Distribution Company, and that he, as such Executive Vice President
being authorized so to do, executed the foregoing instrument for the purposes
therein contained by signing the name of dELiA*s Distribution Company by himself
as Executive Vice President.

         IN WITNESS MY Hand and Notarial Seal.

                                               ___________________________(SEAL)
                                                        NOTARY PUBLIC
My Commission Expires:
----------------------


<PAGE>


STATE OF NEW YORK, CITY/COUNTY OF ______________________, TO WIT:

         I HEREBY CERTIFY that on this ______ day of _________, 2001, before me,
the undersigned Notary Public of the jurisdiction aforesaid personally appeared
Dennis Goldstein and acknowledged himself to be the Executive Vice President of
dELiA*s Group, Inc., and that he, as such Executive Vice President being
authorized so to do, executed the foregoing instrument for the purposes therein
contained by signing the name of dELiA*s Group, Inc. by himself as Executive
Vice President.

         IN WITNESS MY Hand and Notarial Seal.

                                               ___________________________(SEAL)
                                                        NOTARY PUBLIC
My Commission Expires:
----------------------



</TEXT>
</DOCUMENT>
