sec document

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, MsDlv1kbrvpNiKAuAT3GCm7cuq8geYuX65BgBqacXFMa5m3Ph/7Yay2PX8eJjfal 6cE3s696lkI9CLhwaHgsZA== 0000921895-06-000587.txt : 20060227 0000921895-06-000587.hdr.sgml : 20060227 20060227164330 ACCESSION NUMBER: 0000921895-06-000587 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20060227 DATE AS OF CHANGE: 20060227 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: dELiAs, Inc. CENTRAL INDEX KEY: 0001337885 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-CATALOG & MAIL-ORDER HOUSES [5961] IRS NUMBER: 203397172 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-81563 FILM NUMBER: 06647115 BUSINESS ADDRESS: STREET 1: 435 HUDSON STREET CITY: NEW YORK CITY STATE: NY ZIP: 10014 BUSINESS PHONE: (212) 807-9060 MAIL ADDRESS: STREET 1: 435 HUDSON STREET CITY: NEW YORK CITY STATE: NY ZIP: 10014 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MLF INVESTMENTS LLC CENTRAL INDEX KEY: 0001162627 IRS NUMBER: 593755675 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 2401 W BAY DR STREET 2: STE 124 CITY: LARGO STATE: FL ZIP: 33770 BUSINESS PHONE: 727 501 1510 SC 13D/A 1 sc13da105327007_02232006.htm sec document


                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549
                                 --------------

                                  SCHEDULE 13D
                                 (Rule 13d-101)

                 INFORMATION TO BE INCLUDED IN STATEMENTS FILED
                    PURSUANT TO RULE 13d-1(a) AND AMENDMENTS
                     THERETO FILED PURSUANT TO RULE 13d-2(a)

                              (Amendment No. 1)(1)

                                  dELiA*s, Inc.
- --------------------------------------------------------------------------------
                                (Name of issuer)

                     COMMON STOCK, $0.01 PAR VALUE PER SHARE
- --------------------------------------------------------------------------------
                         (Title of class of securities)

                                   246911 10 1
- --------------------------------------------------------------------------------
                                 (CUSIP number)

                              STEVEN WOLOSKY, ESQ.
                 OLSHAN GRUNDMAN FROME ROSENZWEIG & WOLOSKY LLP
                                Park Avenue Tower
                               65 East 55th Street
                            New York, New York 10022
                                 (212) 451-2300
- --------------------------------------------------------------------------------
                  (Name, address and telephone number of person
                authorized to receive notices and communications)

                                February 23, 2006
- --------------------------------------------------------------------------------
             (Date of event which requires filing of this statement)

          If the filing person has previously  filed a statement on Schedule 13G
to report the  acquisition  that is the  subject of this  Schedule  13D,  and is
filing this schedule because of Rule 13d-1(e),  13d-1(f) or 13d-1(g),  check the
following box / /.

          NOTE.  The  Schedules  filed in paper  format  shall  include a signed
original  and five copies of the  schedule,  including  all  exhibits.  SEE Rule
13d-7(b) for other parties to whom copies are to be sent.

                         (Continued on following pages)
                              (Page 1 of 23 Pages)

- --------
     (1)  The  remainder  of this cover page shall be filled out for a reporting
person's  initial  filing on this  form with  respect  to the  subject  class of
securities,  and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.

          The information required on the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 or otherwise  subject to the  liabilities of that section of the Act
but  shall be  subject  to all other  provisions  of the Act  (however,  SEE the
NOTES).




- ------------------------                                  ----------------------
CUSIP No. 246911 10 1                 13D                    Page 2 of 23 Pages
- ------------------------                                  ----------------------


================================================================================
     1         NAME OF REPORTING PERSONS
               I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

                            MLF Investments, LLC
- --------------------------------------------------------------------------------
     2         CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*         (a) |X|
                                                                         (b) |_|
- --------------------------------------------------------------------------------
     3         SEC USE ONLY
- --------------------------------------------------------------------------------
     4         SOURCE OF FUNDS*
                     AF, OO
- --------------------------------------------------------------------------------
     5         CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
               PURSUANT TO ITEM 2(d) OR 2(e)                                 |_|
- --------------------------------------------------------------------------------
     6         CITIZENSHIP OR PLACE OF ORGANIZATION

                     Delaware
- --------------------------------------------------------------------------------
  NUMBER OF        7      SOLE VOTING POWER
   SHARES
BENEFICIALLY                   215,343 shares (1)
OWNED BY EACH
  REPORTING
 PERSON WITH   -----------------------------------------------------------------
                   8      SHARED VOTING POWER

                               4,487,761 shares (2)
               -----------------------------------------------------------------
                   9      SOLE DISPOSITIVE POWER

                               215,343 shares (1)
               -----------------------------------------------------------------
                  10      SHARED DISPOSITIVE POWER

                               4,487,761 shares (2)
- --------------------------------------------------------------------------------
     11        AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                     4,703,104 shares (1)(2)
- --------------------------------------------------------------------------------
     12        CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
               CERTAIN SHARES*                                               |_|
- --------------------------------------------------------------------------------
     13        PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

                     17.9%
- --------------------------------------------------------------------------------
     14        TYPE OF REPORTING PERSON*

                     OO
================================================================================

                      *SEE INSTRUCTIONS BEFORE FILLING OUT!


(1)  Consists of warrants to purchase shares of Common Stock.

(2)  Consists of shares of Common Stock held by MLF Offshore  Portfolio Company,
     L.P.




- ------------------------                                  ----------------------
CUSIP No. 246911 10 1                 13D                    Page 3 of 23 Pages
- ------------------------                                  ----------------------


================================================================================
     1         NAME OF REPORTING PERSONS
               I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

                            MLF Offshore Portfolio Company, L.P.
- --------------------------------------------------------------------------------
     2         CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*         (a) |X|
                                                                         (b) |_|
- --------------------------------------------------------------------------------
     3         SEC USE ONLY
- --------------------------------------------------------------------------------
     4         SOURCE OF FUNDS*
                     WC
- --------------------------------------------------------------------------------
     5         CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
               PURSUANT TO ITEM 2(d) OR 2(e)                                 |_|
- --------------------------------------------------------------------------------
     6         CITIZENSHIP OR PLACE OF ORGANIZATION

                     Cayman Islands
- --------------------------------------------------------------------------------
  NUMBER OF        7      SOLE VOTING POWER
   SHARES
BENEFICIALLY                   0 shares
OWNED BY EACH
  REPORTING
 PERSON WITH   -----------------------------------------------------------------
                   8      SHARED VOTING POWER

                               4,487,761 shares
               -----------------------------------------------------------------
                   9      SOLE DISPOSITIVE POWER

                               0 shares
               -----------------------------------------------------------------
                  10      SHARED DISPOSITIVE POWER

                               4,487,761 shares
- --------------------------------------------------------------------------------
     11        AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                     4,487,761 shares
- --------------------------------------------------------------------------------
     12        CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
               CERTAIN SHARES*                                               |_|
- --------------------------------------------------------------------------------
     13        PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

                     17.2%
- --------------------------------------------------------------------------------
     14        TYPE OF REPORTING PERSON*

                     PN
================================================================================




- ------------------------                                  ----------------------
CUSIP No. 246911 10 1                 13D                    Page 4 of 23 Pages
- ------------------------                                  ----------------------


================================================================================
     1         NAME OF REPORTING PERSONS
               I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

                            MLF Cayman GP, Ltd.
- --------------------------------------------------------------------------------
     2         CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*         (a) |X|
                                                                         (b) |_|
- --------------------------------------------------------------------------------
     3         SEC USE ONLY
- --------------------------------------------------------------------------------
     4         SOURCE OF FUNDS*
                     AF, OO
- --------------------------------------------------------------------------------
     5         CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
               PURSUANT TO ITEM 2(d) OR 2(e)                                 |_|
- --------------------------------------------------------------------------------
     6         CITIZENSHIP OR PLACE OF ORGANIZATION

                     Cayman Islands
- --------------------------------------------------------------------------------
  NUMBER OF        7      SOLE VOTING POWER
   SHARES
BENEFICIALLY                   0 shares
OWNED BY EACH
  REPORTING
 PERSON WITH   -----------------------------------------------------------------
                   8      SHARED VOTING POWER

                               4,487,761 shares (1)
               -----------------------------------------------------------------
                   9      SOLE DISPOSITIVE POWER

                               0 shares
               -----------------------------------------------------------------
                  10      SHARED DISPOSITIVE POWER

                               4,487,761 shares (1)
- --------------------------------------------------------------------------------
     11        AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                     4,487,761 shares (1)
- --------------------------------------------------------------------------------
     12        CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
               CERTAIN SHARES*                                               |_|
- --------------------------------------------------------------------------------
     13        PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

                     17.2%
- --------------------------------------------------------------------------------
     14        TYPE OF REPORTING PERSON*

                     CO
================================================================================


(1)  Consists of shares of Common Stock held by MLF Offshore  Portfolio Company,
     L.P.



- ------------------------                                  ----------------------
CUSIP No. 246911 10 1                 13D                    Page 5 of 23 Pages
- ------------------------                                  ----------------------


================================================================================
     1         NAME OF REPORTING PERSONS
               I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

                            MLF Capital Management, L.P.
- --------------------------------------------------------------------------------
     2         CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*         (a) |X|
                                                                         (b) |_|
- --------------------------------------------------------------------------------
     3         SEC USE ONLY
- --------------------------------------------------------------------------------
     4         SOURCE OF FUNDS*
                     AF, OO
- --------------------------------------------------------------------------------
     5         CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
               PURSUANT TO ITEM 2(d) OR 2(e)                                 |_|
- --------------------------------------------------------------------------------
     6         CITIZENSHIP OR PLACE OF ORGANIZATION

                     Delaware
- --------------------------------------------------------------------------------
  NUMBER OF        7      SOLE VOTING POWER
   SHARES
BENEFICIALLY                   0 shares
OWNED BY EACH
  REPORTING
 PERSON WITH   -----------------------------------------------------------------
                   8      SHARED VOTING POWER

                               4,487,761 shares (1)
               -----------------------------------------------------------------
                   9      SOLE DISPOSITIVE POWER

                               0 shares
               -----------------------------------------------------------------
                  10      SHARED DISPOSITIVE POWER

                               4,487,761 shares (1)
- --------------------------------------------------------------------------------
     11        AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                     4,487,761 shares (1)
- --------------------------------------------------------------------------------
     12        CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
               CERTAIN SHARES*                                               |_|
- --------------------------------------------------------------------------------
     13        PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

                     17.2%
- --------------------------------------------------------------------------------
     14        TYPE OF REPORTING PERSON*

                     PN
================================================================================


(1)  Consists of shares of Common Stock held by MLF Offshore  Portfolio Company,
     L.P.




- ------------------------                                  ----------------------
CUSIP No. 246911 10 1                 13D                    Page 6 of 23 Pages
- ------------------------                                  ----------------------


================================================================================
     1         NAME OF REPORTING PERSONS
               I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

                           MLF Holdings, LLC
- --------------------------------------------------------------------------------
     2         CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*         (a) |X|
                                                                         (b) |_|
- --------------------------------------------------------------------------------
     3         SEC USE ONLY
- --------------------------------------------------------------------------------
     4         SOURCE OF FUNDS*
                     AF, OO
- --------------------------------------------------------------------------------
     5         CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
               PURSUANT TO ITEM 2(d) OR 2(e)                                 |_|
- --------------------------------------------------------------------------------
     6         CITIZENSHIP OR PLACE OF ORGANIZATION

                     Delaware
- --------------------------------------------------------------------------------
  NUMBER OF        7      SOLE VOTING POWER
   SHARES
BENEFICIALLY                   0 shares
OWNED BY EACH
  REPORTING
 PERSON WITH   -----------------------------------------------------------------
                   8      SHARED VOTING POWER

                               4,487,761 shares (1)
               -----------------------------------------------------------------
                   9      SOLE DISPOSITIVE POWER

                               0 shares
               -----------------------------------------------------------------
                  10      SHARED DISPOSITIVE POWER

                               4,487,761 shares (1)
- --------------------------------------------------------------------------------
     11        AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                     4,487,761 shares (1)
- --------------------------------------------------------------------------------
     12        CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
               CERTAIN SHARES*                                               |_|
- --------------------------------------------------------------------------------
     13        PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

                     17.2%
- --------------------------------------------------------------------------------
     14        TYPE OF REPORTING PERSON*

                     PN
================================================================================


(1)  Consists of shares of Common Stock held by MLF Offshore  Portfolio Company,
     L.P.




- ------------------------                                  ----------------------
CUSIP No. 246911 10 1                 13D                    Page 7 of 23 Pages
- ------------------------                                  ----------------------


================================================================================
     1         NAME OF REPORTING PERSONS
               I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

                           Matthew L. Feshbach
- --------------------------------------------------------------------------------
     2         CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*         (a) |X|
                                                                         (b) |_|
- --------------------------------------------------------------------------------
     3         SEC USE ONLY
- --------------------------------------------------------------------------------
     4         SOURCE OF FUNDS*
                     AF, OO
- --------------------------------------------------------------------------------
     5         CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
               PURSUANT TO ITEM 2(d) OR 2(e)                                 |_|
- --------------------------------------------------------------------------------
     6         CITIZENSHIP OR PLACE OF ORGANIZATION

                     USA
- --------------------------------------------------------------------------------
  NUMBER OF        7      SOLE VOTING POWER
   SHARES
BENEFICIALLY                   6,021 shares
OWNED BY EACH
  REPORTING
 PERSON WITH   -----------------------------------------------------------------
                   8      SHARED VOTING POWER

                               4,703,104 shares (1)(2)
               -----------------------------------------------------------------
                   9      SOLE DISPOSITIVE POWER

                               6,021 shares
               -----------------------------------------------------------------
                  10      SHARED DISPOSITIVE POWER

                               4,703,104 shares (1)(2)
- --------------------------------------------------------------------------------
     11        AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                     4,709,125 shares (1)(2)
- --------------------------------------------------------------------------------
     12        CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
               CERTAIN SHARES*                                               |_|
- --------------------------------------------------------------------------------
     13        PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

                     17.9%
- --------------------------------------------------------------------------------
     14        TYPE OF REPORTING PERSON*

                     IN
================================================================================

(1)  Includes  warrants to purchase  215,343  shares of Common Stock held by MLF
     Investments, LLC.


(3)  Includes 4,487,761 of shares of Common Stock held by MLF Offshore Portfolio
     Company, L.P.



- ------------------------                                  ----------------------
CUSIP No. 246911 10 1                 13D                    Page 8 of 23 Pages
- ------------------------                                  ----------------------


     The following  constitutes  Amendment No. 1 ("Amendment No. 1") to Schedule
13D, as amended to date, filed by the undersigned  (the "Schedule 13D").  Except
as  specifically  amended by this  Amendment  No. 1, the Schedule 13D remains in
full force and effect.

Item 3 is hereby amended in its entirety to read as follows

Item 3.   SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

     As of February 27, 2006, MLF Offshore  beneficially  owned 4,487,761 shares
of Common Stock. MLFI, Mr. Feshbach,  MLF Cayman, MLF Holdings,  and MLF Capital
may be deemed to  beneficially  own the  shares  of  Common  Stock  owned by MLF
Offshore. 3,836,541 Shares were issued by the Issuer pursuant to a spin-off from
Alloy,  Inc. at a rate of one share of the Issuer for every two shares of Alloy,
Inc.  held by the MLF  Offshore  as of  December  7, 2005.  651,220  Shares were
purchased by MLF Offshore for  $4,838,564.60  using funds borrowed from Deutsche
Bank AG, London Branch pursuant to a Financing Agreement dated February 10, 2006
by and among affiliates of MLF Offshore and the Bank, as amended.

     As of February  27,  2006,  MLFI  beneficially  owned  warrants to purchase
215,343  Shares (the  "Warrants").  The  Warrants  are  immediately  exercisable
warrants at $7.43 per Share and terminates  February 23, 2016. The Warrants were
granted by the Issuer to MLFI pursuant to the Standby Agreement.

     As of February 27, 2006,  Mr.  Feshbach  also owns (i) 5,399 shares  issued
pursuant to the spin-off from Alloy, Inc. restricted stock under the Alloy, Inc.
Stock  Incentive  Plan,  which  shares  are  subject to Alloy,  Inc.'s  right of
repurchase in certain  circumstances  outlined in a restricted  stock  agreement
between Mr.  Feshbach  and Alloy,  Inc. and (ii) 622 shares of common stock upon
his exercise of options at $7.43 per share granted by the Issuer to Mr. Feshbach
pursuant to the spin off of the Issuer  from Alloy,  Inc. at a rate of an option
to purchase one share of common stock of the Issuer for every option to purchase
two shares of common stock of Alloy,  Inc. Mr.  Feshbach used his personal funds
to purchase such Shares.

     Item 4 is hereby amended to include the following:

Item 4.   PURPOSE OF TRANSACTION.

     On  February  23,  2006,  MLFI,  through  one of its fund  affiliates,  MLF
Offshore,  honored its commitment  pursuant to the Standby Agreement to purchase
651,200 Shares which were not subscribed for in the Right Offering.

     Items 5(a) and (b) are hereby amended in their entirety as follows:

Item 5.   INTEREST IN SECURITIES OF THE ISSUER.

          (a) The aggregate  percentage of Shares  reported owned by each person
named herein is based upon the sum off (a) 23,339,782 Shares outstanding,  which
is  the  total  number  of  Shares  outstanding  as  reported  in  the  Issuer's
Registration  Statement on Form S-1/A, as filed with the Securities and Exchange
Commission on December 12, 2005 and (b)  2,691,790  Shares issued as part of the
Rights Offering of the Issuer that terminated on February 10, 2006.

          As of the close of business on February  27, 2006,  each of MLFI,  MLF
Offshore,  MLF Cayman, MLF Holdings and MLF Capital beneficially owned 4,487,761
Shares,  constituting  approximately 17.2% of the Shares outstanding.  MLFI also
beneficially owns an additional 215,343 Shares,  less than one percent of Shares
outstanding, upon exercise of the Warrants.

          As of the close of business on February 27, 2006, Mr.  Feshbach may be
deemed to own the 4,487,761  Shares owned by MLF Offshore,  215,343 Shares owned



- ------------------------                                  ----------------------
CUSIP No. 246911 10 1                 13D                    Page 9 of 23 Pages
- ------------------------                                  ----------------------


by MLFI and 6,021  restricted  Shares,  or an  aggregate  of  4,709,125  Shares,
constituting approximately 17.9 of the Shares outstanding.

          (b) Each of Mr. Feshbach, MLFI, MLF Offshore, MLF Cayman, MLF Holdings
and MLF  Capital  shares the power to vote and dispose or to direct the vote and
disposition  of  4,487,761  Shares,  or 17.2%  of the  Shares  outstanding.  Mr.
Feshbach and MLFI shares the power to vote and dispose or to direct the vote and
disposition of an additional  215,343  Shares  issuable upon the exercise of the
Warrants.

     Mr.  Feshbach  has sole power to vote and  dispose of an  additional  6,022
Shares, or 0.1% of the Shares outstanding.

     Item 5(c) is hereby amended to include the following:

          (c) MLF  Offshore  purchased  651,220  Shares  at $7.43 per Share in a
private transaction with the Issuer to honor MLFI's obligations  pursuant to the
Standby  Agreement.  The Issuer  granted MLFI  immediately  exercisable  10-year
warrants to purchase 215,343 Shares at an exercise price of $7.43 per Share.

     Item 7 is hereby amended to include the following:

Item 7.   MATERIAL TO BE FILED AS EXHIBITS.

          3.   Warrant to  purchase  215,343  shares of common  stock of dELiA*s
               dated February 23, 2006.





- ------------------------                                  ----------------------
CUSIP No. 246911 10 1                 13D                    Page 10 of 23 Pages
- ------------------------                                  ----------------------


                                   SIGNATURES

     After reasonable inquiry and to the best of his knowledge and belief,  each
of the undersigned certifies that the information set forth in this statement is
true, complete and correct.

Dated: February 27, 2006

                                       /s/ Matthew L. Feshbach
                                       ----------------------------------
                                       MATTHEW L. FESHBACH


                                       MLF INVESTMENTS, LLC

                                       By:  /s/ Matthew L. Feshbach
                                            -------------------------------
                                            Name: Matthew L. Feshbach
                                            Title: Managing Member


                                       MLF OFFSHORE PORTFOLIO COMPANY, L.P.

                                       By:  MLF Cayman GP, Ltd.
                                            Title: General Partner

                                       By:  MLF Capital Management, L.P.
                                            Sole shareholder

                                       By:  MLF Holdings, LLC,
                                            General Partner

                                       By:  /s/ Matthew L. Feshbach
                                            ------------------------------
                                            Name:  Matthew L. Feshbach
                                            Title: Managing Member


                                       MLF CAYMAN GP, LTD.

                                       By:  MLF Capital Management, L.P.
                                            Sole shareholder

                                       By:  MLF Holdings, LLC,
                                            General Partner

                                       By:  /s/ Matthew L. Feshbach
                                            ---------------------------------
                                            Name:  Matthew L. Feshbach
                                            Title: Managing Member



- ------------------------                                  ----------------------
CUSIP No. 246911 10 1                 13D                    Page 11 of 23 Pages
- ------------------------                                  ----------------------



                                       MLF CAPITAL MANAGEMENT, L.P.

                                       By:  MLF Holdings, LLC
                                            General Partner

                                       By:  /s/ Matthew L. Feshbach
                                            -------------------------------
                                            Name: Matthew L. Feshbach
                                            Title: Managing Member


                                       MLF HOLDINGS, LLC

                                       By:  /s/ Matthew L. Feshbach
                                            -------------------------------
                                            Name: Matthew L. Feshbach
                                            Title: Managing Member





- ------------------------                                  ----------------------
CUSIP No. 246911 10 1                 13D                    Page 12 of 23 Pages
- ------------------------                                  ----------------------


                                 Exhibit Index


                            Exhibit                                      Page
                            -------                                      ----

1.   Joint Filing  Agreement by and among MLF  Investments,  LLC,         --
     MLF Offshore Portfolio  Company,  L.P., MLF Cayman GP, Ltd.,
     MLF Capital Management,  L.P., MLF Holdings, LLC and Matthew
     L. Feshbach, dated February 27, 2005.

2.   Standby  Purchase  Agreement  dated September 7, 2005 by and         --
     between MLFI, Alloy, Inc. and dELiA*s, Inc.

3.   Warrant to  purchase  215,343  shares of Common  Stock dated      13 to 23
     February 23, 2006.




- ------------------------                                  ----------------------
CUSIP No. 246911 10 1                 13D                    Page 13 of 23 Pages
- ------------------------                                  ----------------------


     THIS WARRANT AND THE SHARES OF CAPITAL  STOCK ISSUED UPON ANY EXERCISE
     HEREOF HAVE NOT BEEN  REGISTERED  UNDER THE SECURITIES ACT OF 1933, AS
     AMENDED (THE "SECURITIES  ACT"), OR ANY APPLICABLE STATE SECURITIES OR
     "BLUE-SKY" LAWS AND MAY NOT BE SOLD, TRANSFERRED,  ASSIGNED,  PLEDGED,
     ENCUMBERED   OR   OTHERWISE   DISPOSED  OF  IN  THE  ABSENCE  OF  SUCH
     REGISTRATION OR AN EXEMPTION THEREFROM.



No. P-1                                                         For the Purchase
                                                               of 215,343 shares
                                                                 of Common Stock


                        WARRANT TO PURCHASE COMMON STOCK

                                       OF

                                  DELIA*S, INC.

                            (A DELAWARE CORPORATION)


     DELIA*S, INC., a Delaware corporation (the "COMPANY"),  for value received,
hereby certifies that MLF Investments LLC, a Delaware limited  liability company
(the "HOLDER"),  is entitled,  subject to the terms set forth below, to purchase
from the  Company,  at any time or from time to time on or  before  the first to
occur  of  5:00  p.m.  Eastern  Standard  Time  on  February  23,  2016  and the
termination of this Warrant as provided in Section 7 hereof,  up to an aggregate
of Two Hundred Fifteen  Thousand Three Hundred Forty Three  (215,343)  shares of
Common Stock,  par value $0.001 per share, of the Company (the "COMMON  STOCK"),
at a  purchase  price  equal to $7.43 per  share,  as may be  adjusted  upon the
occurrence  of  certain  events as set forth in Section 3 of this  Warrant.  The
shares of stock  issuable upon exercise of this Warrant,  and the purchase price
per share, are hereinafter  referred to as the "WARRANT STOCK" and the "PURCHASE
PRICE," respectively.

     1.   EXERCISE.

          1.1  MANNER  OF  EXERCISE;  METHOD OF  PAYMENT.  This  Warrant  may be
     exercised  by the Holder,  in whole or in part (so long as any  exercise in
     part hereof would not involve the issuance of fractional  shares of Warrant
     Stock),  by  surrendering  this  Warrant,  with the purchase  form appended
     hereto as EXHIBIT A duly executed by the Holder, at the principal office of
     the  Company,  or at  such  other  place  as  the  Company  may  designate,
     accompanied  by payment in full of the aggregate  Purchase Price payable in
     respect  of the  number of  shares of  Warrant  Stock  purchased  upon such
     exercise.  Payment  of the  Purchase  Price may be made by either (i) cash,
     (ii) a certified  or cashier's  check  payable to the order of the Company,
     (iii) exercise of the net issuance  option  pursuant to Section 1.4 of this
     Warrant, or (iv) any combination of the foregoing methods.



- ------------------------                                  ----------------------
CUSIP No. 246911 10 1                 13D                    Page 14 of 23 Pages
- ------------------------                                  ----------------------


          1.2  EFFECTIVENESS.  Each  exercise of this Warrant shall be deemed to
     have been effected immediately prior to the close of business on the day on
     which this Warrant shall have been  surrendered  to the Company as provided
     in Section 1.1 above.  At such time, the person or persons in whose name or
     names any  certificates  for  Warrant  Stock  shall be  issuable  upon such
     exercise  as  provided  in Section 1.3 below shall be deemed to have become
     the holder or holders of record of the Warrant  Stock  represented  by such
     certificates.

          1.3  DELIVERY  OF  CERTIFICATES.  As soon  as  practicable  after  the
     exercise  of this  Warrant  in whole or in part,  and in any  event  within
     twenty (20) days thereafter,  the Company at its sole expense will cause to
     be issued in the name of, and delivered to, the Holder,  or, subject to the
     terms and conditions hereof, as such Holder (upon payment by such Holder of
     any applicable transfer taxes) may direct:

               (a)  a certificate or certificates  for the number of full shares
          of Warrant  Stock to which such  Holder  shall be  entitled  upon such
          exercise  plus, in lieu of any  fractional  share to which such Holder
          would otherwise be entitled,  cash in an amount determined pursuant to
          Section 2 hereof, and

               (b)  if such  exercise is in part only, a new warrant or warrants
          (dated the date hereof) of like tenor, calling in the aggregate on the
          face or faces  thereof  for the  number  of shares  of  Warrant  Stock
          (without giving effect to any adjustment  therein) equal to the number
          of such shares called for on the face of this Warrant minus the number
          of such shares  purchased by the Holder upon such exercise as provided
          in Section 1.1 above.

          1.4  NET ISSUANCE OPTION; MARKET VALUE. Notwithstanding any provisions
     herein to the  contrary,  the  Holder  may elect to  receive,  without  the
     payment by the  Holder of any  additional  consideration,  shares of Common
     Stock  equal to the value (as  determined  below) of this  Warrant  (or the
     portion  thereof  being  exercised)  by  surrender  of this  Warrant at the
     principal  office of the Company  together  with the properly  endorsed and
     completed  notice of  exercise  in the form of  Exhibit A hereto,  in which
     event the  Company  shall  issue to the Holder a number of shares of Common
     Stock computed using the following formula:

          X=Y (A-B)
              ----
                A

     Where X = the  number of shares of Common  Stock to be issued to the Holder
               pursuant to this Section 1.4

           Y=  the  number  of  shares of  Common  Stock  purchasable  under the
               Warrant or, if only a portion of the Warrant is being  exercised,
               the portion of the Warrant  being  exercised (at the date of such
               calculation) pursuant to this Section 1.4

           A=  the Market Value of one share of the  Company's  Common Stock (at
               the date of such calculation)



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           B=  the Purchase Price (as adjusted to the date of such  calculation)
               in effect under this  Warrant at the time the net issue  election
               is made pursuant to this Section 1.4

Upon any such exercise,  the number of shares of Warrant Stock  purchasable upon
exercise of this Warrant shall be reduced by such designated number of shares of
Warrant Stock and, if a balance of  purchasable  shares of Warrant Stock remains
after such  exercise,  the Company shall execute and deliver to the Holder a new
Warrant for such  balance of shares of Warrant  Stock.  Such  exchange  shall be
effective  upon the date of  receipt  by the  Company  of the  original  Warrant
surrendered  for  cancellation  and a written  request  from the Holder that the
exchange  pursuant to this Section 1.4 be made,  or at such later date as may be
specified in such request.  For purposes of this Warrant,  "MARKET VALUE" of the
Company's Common Stock shall mean, as of any date of determination,  the closing
sale price of the Company's Common Stock on the NASDAQ National Market (or other
exchange on which the Common Stock is traded at the time of such  determination)
or if the Company's  Common Stock is not traded on an exchange,  the fair market
value of such share as determined in good faith by the Board of Directors in its
reasonable business judgment upon review of all relevant factors.

     2.   FRACTIONAL  SHARES.  No  fractional  shares of Common  Stock are to be
issued  upon the  exercise of this  Warrant,  but rather the number of shares of
Common Stock issued upon  exercise of this Warrant  shall be rounded down to the
nearest whole number,  and in lieu of any  fractional  share to which any holder
would otherwise be entitled upon such exercise, the Company shall pay cash equal
to such fraction multiplied by the Market Value of the Company's Common Stock on
the trading day immediately preceding the date the Warrant is exercised.

     3.   CERTAIN ADJUSTMENTS.

          3.1  CHANGES IN COMMON  STOCK.  If the  Company  shall (i) combine the
     outstanding  shares of Common  Stock into a lesser  number of shares,  (ii)
     subdivide the  outstanding  shares of Common Stock into a greater number of
     shares or (iii) issue  additional  shares of Common  Stock as a dividend or
     other  distribution  with respect to the Common Stock, the number of shares
     of Warrant  Stock  shall be equal to the number of shares  which the Holder
     would have been  entitled  to  receive  after the  happening  of any of the
     events described above if such shares had been issued  immediately prior to
     the  happening  of  such  event,   such  adjustment  to  become   effective
     concurrently with the  effectiveness of such event.  Whenever the number of
     shares of  Warrant  Stock  purchasable  upon  exercise  of this  Warrant is
     adjusted as provided in this Section 3.1, the Purchase  Price  payable upon
     the exercise of this Warrant shall be adjusted to that price  determined by
     multiplying  the  Purchase  Price  in  effect  immediately  prior  to  such
     adjustment  by a fraction (i) the numerator of which shall be the number of
     shares  of  Warrant  Stock   purchasable  upon  exercise  of  this  Warrant
     immediately  prior to such  adjustment,  and (ii) the  denominator of which
     shall be the number of shares of Warrant Stock purchasable upon exercise of
     this Warrant immediately  thereafter.  The number of shares of Common Stock
     outstanding at any given time for purposes of the  adjustments set forth in
     this Section 3 shall exclude any shares then directly or indirectly held in
     the treasury of the Company.



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          3.2  REORGANIZATIONS AND  RECLASSIFICATIONS.  If there shall occur any
     capital  reorganization or reclassification of the Common Stock (other than
     a change in par value or a subdivision  or  combination  as provided for in
     Section 3.1), then, as part of any such reorganization or reclassification,
     lawful  provision  shall be made so that the  Holder  shall  have the right
     thereafter  to  receive  upon the  exercise  hereof  the kind and amount of
     shares of stock or other  securities  or property  which such Holder  would
     have  been  entitled  to  receive  if,   immediately   prior  to  any  such
     reorganization  or  reclassification,  such  Holder  had held the number of
     shares of Common  Stock which were then  purchasable  upon the  exercise of
     this  Warrant.  In any such case,  appropriate  adjustment  (as  reasonably
     determined  by the Board of Directors of the Company)  shall be made in the
     application  of the  provisions set forth herein with respect to the rights
     and interests  thereafter of the Holder such that the  provisions set forth
     in this Section 3 (including  provisions  with respect to adjustment of the
     Purchase Price) shall thereafter be applicable,  as nearly as is reasonably
     practicable,  in  relation  to any shares of stock or other  securities  or
     property thereafter deliverable upon the exercise of this Warrant.

          3.3  MERGER,   CONSOLIDATION  OR  SALE  OF  ASSETS.   Subject  to  the
     provisions of Section 7, if there shall be a merger or consolidation of the
     Company  with  or  into  another   corporation  (other  than  a  merger  or
     reorganization involving only a change in the state of incorporation of the
     Company or the  acquisition  by the Company of other  businesses  where the
     Company  survives as a going concern),  or the sale of all or substantially
     all of the Company's capital stock or assets to any other person, then as a
     part of such transaction,  provision shall be made so that the Holder shall
     thereafter  be  entitled  to receive the number of shares of stock or other
     securities  or property of the  Company,  or of the  successor  corporation
     resulting from the merger, consolidation or sale, to which the Holder would
     have been entitled if the Holder had  exercised its rights  pursuant to the
     Warrant immediately prior thereto. In any such case, appropriate adjustment
     shall be made in the application of the provisions of this Section 3 to the
     end that the  provisions of this Section 3 shall be  applicable  after that
     event in as nearly equivalent a manner as may be practicable.

          3.4  DIVIDENDS;  DISTRIBUTION OF ASSETS.  If the Company shall declare
     or make any  dividend  or other  distribution  of its  assets (or rights to
     acquire its assets) to holders of Common Stock, by way of return of capital
     or otherwise (including,  without limitation,  any distribution of stock or
     other  securities,  property  or  options by way of a  dividend,  spin off,
     reclassification, corporate rearrangement or other similar transaction, but
     not including any  distribution  of cash) (a  "DISTRIBUTION"),  at any time
     after the issuance of this Warrant, then, in each such case:

          (a)  the Purchase  Price in effect  immediately  prior to the close of
          business on the record date fixed for the  determination of holders of
          Common Stock  entitled to receive the  Distribution  shall be reduced,
          effective as of the close of business on such record date,  to a price
          determined by  multiplying  such Purchase Price by a fraction of which
          (A) the numerator shall be the Market Value of the Common Stock on the
          trading day immediately  preceding such record date minus the value of
          the  Distribution  (as determined in good faith by the Company's Board



- ------------------------                                  ----------------------
CUSIP No. 246911 10 1                 13D                    Page 17 of 23 Pages
- ------------------------                                  ----------------------


          of Directors)  applicable  to one share of Common  Stock,  and (B) the
          denominator shall be the Weighted Average Price of the Common Stock on
          the trading day immediately preceding such record date; and

          (b)  either (i) the number of shares of Warrant  Stock  issuable  upon
          exercise  of this  Warrant  shall be  increased  to a number of shares
          equal to the  number of shares of Common  Stock  issuable  immediately
          prior to the  close of  business  on the  record  date  fixed  for the
          determination  of  holders of Common  Stock  entitled  to receive  the
          Distribution multiplied by the reciprocal of the fraction set forth in
          the  immediately  preceding  clause (a), or (ii) in the event that the
          Distribution  is of common  stock of a company  whose  common stock is
          traded on a  national  securities  exchange  or a  national  automated
          quotation  system,  then the holder of this Warrant  shall  receive an
          additional  warrant to purchase Common Stock, the terms of which shall
          be identical to those of this Warrant,  except that such warrant shall
          be  exercisable  into the  amount of the  assets  that would have been
          payable to the holder of this Warrant pursuant to the Distribution had
          the holder  exercised  this Warrant  immediately  prior to such record
          date and with an  exercise  price  equal to the  amount  by which  the
          exercise  price of this  Warrant  was  decreased  with  respect to the
          Distribution pursuant to the terms of the immediately preceding clause
          (a).

     For purposes of this Section 3.4, "WEIGHTED AVERAGE PRICE" means the dollar
     volume-weighted  average price for the Common Stock on the NASDAQ  National
     Market (or other  exchange on which the Common  Stock is traded at the time
     of such  determination)  as  reported by  Bloomberg  through its "Volume at
     Price"  function.  If the Weighted  Average Price cannot be calculated  for
     such security on such date on the  foregoing  basis,  the Weighted  Average
     Price of such Common  Stock on such date shall be the fair market  value as
     determined in good faith by the Board of Directors of the Company.

          3.5  CERTIFICATE OF ADJUSTMENT.  When any adjustment is required to be
     made  in the  Purchase  Price,  the  Company  shall  mail to the  Holder  a
     certificate  setting  forth the Purchase  Price after such  adjustment  and
     setting forth a brief  statement of the facts  requiring  such  adjustment.
     Delivery  of such  certificate  shall be deemed  to be a final and  binding
     determination  with respect to such  adjustment  unless  challenged  by the
     Holder within twenty (20) days of receipt thereof.  Such certificate  shall
     also set forth the kind and amount of stock or other securities or property
     into which this Warrant shall be  exercisable  following the  occurrence of
     any of the events specified in this Section 3.

     4.   COMPLIANCE WITH SECURITIES ACT.

          4.1  UNREGISTERED  SECURITIES.   The  Holder  acknowledges  that  this
     Warrant and the Warrant Stock have not been registered under the Securities
     Act of 1933, as amended, and the rules and regulations  thereunder,  or any
     successor  legislation  (the  "SECURITIES  ACT"),  and  agrees not to sell,
     pledge,  distribute,  offer for sale, transfer or otherwise dispose of this
     Warrant or any Warrant  Stock except in accordance  with the  provisions of
     the Securities Act or pursuant to an exemption therefrom.

          4.2  INVESTMENT  LETTER.  Without  limiting the  generality of Section
     4.1,  unless the offer and sale of any shares of Warrant  Stock  shall have



- ------------------------                                  ----------------------
CUSIP No. 246911 10 1                 13D                    Page 18 of 23 Pages
- ------------------------                                  ----------------------


     been effectively  registered under the Securities Act, the Company shall be
     under no  obligation to issue the Warrant Stock unless and until the Holder
     shall have executed an investment  letter in form and substance  reasonably
     satisfactory  to the  Company,  including  a  warranty  at the time of such
     exercise that the Holder is acquiring such shares for its own account,  for
     investment  and not with a view to,  or for sale in  connection  with,  the
     distribution of any such shares.

          4.3  LEGEND.  Certificates delivered to the Holder pursuant to Section
     1.3 shall bear the following  legend or a legend in  substantially  similar
     form:

          "THE SECURITIES  REPRESENTED BY THIS  CERTIFICATE  HAVE BEEN
          ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN  REGISTERED  UNDER
          THE  SECURITIES  ACT OF 1933, AS AMENDED,  OR ANY APPLICABLE
          STATE  SECURITIES OR "BLUE-SKY"  LAWS.  THESE SECURITIES MAY
          NOT BE SOLD, TRANSFERRED,  ASSIGNED,  PLEDGED, ENCUMBERED OR
          OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR
          AN EXEMPTION THEREFROM.

     5.   RESERVATION  OF STOCK.  The Company will at all times reserve and keep
available,  solely for issuance and delivery  upon the exercise of this Warrant,
such shares of Warrant Stock and other stock,  securities and property,  as from
time to time shall be issuable  upon the exercise of this  Warrant.  The Company
covenants  that all shares of Warrant Stock so issuable  will,  when issued,  be
duly and validly issued and fully paid and nonassessable,  and the Company shall
pay all taxes in respect of the issuance  thereof,  other than any income tax or
property tax imposed on the holder thereof or any tax imposed in connection with
any  transfer  included in the issuance of a  certificate  for shares of Warrant
Stock or any other securities in any name other than that of the holder hereof.

     6.   REPLACEMENT   OF  WARRANTS.   Upon  receipt  of  evidence   reasonably
satisfactory  to the Company of the loss,  theft,  destruction  or mutilation of
this Warrant and (in the case of loss, theft or destruction) upon delivery of an
indemnity agreement (with surety if reasonably required and the holder hereof is
other than the  original  holder) in an amount  reasonably  satisfactory  to the
Company,  or (in the case of mutilation) upon surrender and cancellation of this
Warrant, the Company will issue, in lieu thereof, a new Warrant of like tenor.

     7.   TERMINATION  UPON  CERTAIN  EVENTS.  If there  shall  be a  merger  or
consolidation  of the Company  with or into  another  corporation  (other than a
merger or  reorganization  involving only a change in the corporation form of or
state of incorporation of the Company or the acquisition by the Company of other
businesses where the Company survives as a going concern), or the sale of all or
substantially  all of the Company's capital stock or assets to any other person,
or the  liquidation  or  dissolution  of the  Company,  then  as a part  of such
transaction, at the Company's option, either:

          (a)  provision  shall be made so that the Holder shall  thereafter  be
     entitled  to receive the number of shares of stock or other  securities  or
     property of the Company, or of the successor corporation resulting from the
     merger, consolidation or sale, to which the Holder would have been entitled
     if the Holder had exercised its rights pursuant to the Warrant  immediately
     prior thereto (and, in such case,  appropriate  adjustment shall be made in
     the  application of the provisions of this Section 7(a) to the end that the



- ------------------------                                  ----------------------
CUSIP No. 246911 10 1                 13D                    Page 19 of 23 Pages
- ------------------------                                  ----------------------


     provisions of Section 3 hereof shall be  applicable  after that event in as
     nearly equivalent a manner as may be practicable); or

          (b)  this  Warrant  shall  terminate  on the  effective  date  of such
     merger,  consolidation or sale (the "TERMINATION DATE") and become null and
     void, PROVIDED that if this Warrant shall not have otherwise  terminated or
     expired,  (1) the Company shall provide the Holder  written  notice of such
     Termination Date at least twenty (20) days prior to the occurrence  thereof
     and (2) this  Warrant  shall then  become  immediately  exercisable  by the
     Holder  with  respect to all of the  shares of Common  Stock for which this
     Warrant is then exercisable, and the Holder shall have the right until 5:00
     p.m.,   Eastern  Standard  Time,  on  the  day  immediately  prior  to  the
     Termination  Date to  exercise  its  rights  hereunder  to the  extent  not
     previously exercised.

     8.   TRANSFERABILITY.  Without the prior  written  consent of the  Company,
whose consent shall not be unreasonably  be withheld,  this Warrant shall not be
assigned,  pledged or  hypothecated  in any way  (whether by operation of law or
otherwise) and shall not be subject to execution, attachment or similar process;
PROVIDED  THAT,  this Warrant may be  transferred by the Holder as a dividend or
distribution  to the members,  partners or stockholders of the Holder at anytime
or bona fide gift without  consideration  or in  connection  with a transfer not
involving a change in  beneficial  ownership;  provided,  further  that any such
permitted  transfer  with  respect to less than all of the  Warrant  may only be
effected if the portion so transferred  is  exercisable  with respect to no less
than 50,000  shares of the  Company's  Common  Stock.  Any  attempted  transfer,
assignment,  pledge, hypothecation or other disposition of the Warrant or of any
rights  granted  hereunder  contrary to the provisions of this Section 8, or the
levy of any attachment or similar process upon the Warrant or such rights, shall
be null and void.

     9.   NO RIGHTS AS  STOCKHOLDER.  Until the  exercise of this  Warrant,  the
Holder shall not have or exercise any rights by virtue  hereof as a  stockholder
of the Company.

     10.  NOTICES.  All  notices,  requests and other  communications  hereunder
shall be in  writing,  shall be  either  (i)  delivered  by hand,  (ii)  made by
facsimile  transmission,  (iii)  sent by  overnight  courier,  or  (iv)  sent by
registered  mail,  postage  prepaid,  return receipt  requested.  In the case of
notices  from the  Company  to the  Holder,  they  shall be sent to the  address
furnished to the Company in writing by the last Holder who shall have  furnished
an address to the Company in writing. All notices from the Holder to the Company
shall be delivered to the Company at its offices at 435 Hudson Street, New York,
New York  10014,  Attn:  Chief  Executive  Officer or such other  address as the
Company   shall  so  notify  the  Holder.   All  notices,   requests  and  other
communications  hereunder shall be deemed to have been given (i) by hand, at the
time of the delivery thereof to the receiving party at the address of such party
described  above,  (ii) if made by  facsimile  transmission,  at the  time  that
receipt thereof has been  acknowledged by electronic  confirmation or otherwise,
(iii) if sent by overnight  courier,  on the next business day following the day
such notice is delivered to the courier  service,  or (iv) if sent by registered
mail, on the fifth business day following the day such mailing is made.

     11.  WAIVERS AND  MODIFICATIONS.  Any term or provision of this Warrant may
be  waived  only by  written  document  executed  by the party  entitled  to the



- ------------------------                                  ----------------------
CUSIP No. 246911 10 1                 13D                    Page 20 of 23 Pages
- ------------------------                                  ----------------------


benefits of such terms or  provisions.  The terms and provisions of this Warrant
may be modified  or amended  only by written  agreement  executed by the parties
hereto.

     12.  HEADINGS.  The  headings  in  this  Warrant  are  for  convenience  of
reference only and shall in no way modify or affect the meaning or  construction
of any of the terms or provisions of this Warrant.

     13.  GOVERNING  LAW.  This  Warrant  will be governed by and  construed  in
accordance  with and governed by the laws of New York,  without giving effect to
the conflict of law principles thereof.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]





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CUSIP No. 246911 10 1                 13D                    Page 21 of 23 Pages
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     IN WITNESS  WHEREOF,  this Warrant has be executed by the undersigned as of
the 23rd day of February, 2006.


                                         dELiA*s, INC.


                                         By:
                                                  ------------------------------
                                         Name:
                                                  ------------------------------
                                         Title:
                                                  ------------------------------

















                           [SIGNATURE PAGE TO WARRANT]




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CUSIP No. 246911 10 1                 13D                    Page 22 of 23 Pages
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                                    EXHIBIT A

                                  PURCHASE FORM

To:  dELiA*s, INC.

     The  undersigned,  pursuant  to the  provisions  set forth in the  attached
Warrant (No. P-1), hereby  irrevocably elects to purchase ________ shares of the
Common Stock, par value $0.001 per share (the "COMMON STOCK") of dELiA*s,  INC.,
covered by such  Warrant and  herewith  tenders  payment  representing  the full
purchase  price for such  shares at the  price  per share  provided  for in such
Warrant by:

     (i)  enclosing  cash and/or a certified or cashier's  check  payable to the
order of the Company in the aggregate amount of $__________; and/or

     (ii) hereby  authorizing the  cancellation  of __________  shares of Common
Stock for which the Warrant may be exercised (the "Warrant Stock").

     [INCLUDE IF SHARES ARE NOT REGISTERED AT TIME OF EXERCISE] The  undersigned
is aware that the Warrant  Stock has not been and will not be  registered  under
the  Securities  Act of 1933,  as amended  (the  "SECURITIES  ACT") or any state
securities  laws. The  undersigned  understands  that reliance by the Company on
exemptions  under the  Securities  Act is  predicated in part upon the truth and
accuracy of the statements of the undersigned in this Purchase Form.

     The undersigned represents and warrants that (1) it has been furnished with
all information which it deems necessary to evaluate the merits and risks of the
purchase of the Warrant Stock,  (2) it has had the  opportunity to ask questions
concerning  the Warrant Stock and the Company and all questions  posed have been
answered to its  satisfaction,  (3) it has been given the  opportunity to obtain
any  additional  information  it deems  necessary  to verify the accuracy of any
information obtained concerning the Warrant Stock and the Company and (4) it has
such knowledge and experience in financial and business  matters that it is able
to evaluate the merits and risks of purchasing  the Warrant Stock and to make an
informed investment decision relating thereto.

     The  undersigned  hereby  represents  and warrant that it is purchasing the
Warrant Stock for its own account for investment and not with a view to the sale
or distribution of all or any part of the Warrant Stock.

     [INCLUDE IF SHARES ARE NOT REGISTERED AT TIME OF EXERCISE] The  undersigned
understands  that because the Warrant  Stock has not been  registered  under the
Securities Act, it must continue to bear the economic risk of the investment for
an  indefinite  period of time and the Warrant Stock cannot be sold unless it is
subsequently registered under applicable federal and state securities laws or an
exemption from such registration is available.

     The  undersigned  agrees  that it will in no event  sell or  distribute  or
otherwise dispose of all or any part of the Warrant Stock unless (1) there is an
effective  registration  statement under the Securities Act and applicable state



- ------------------------                                  ----------------------
CUSIP No. 246911 10 1                 13D                    Page 23 of 23 Pages
- ------------------------                                  ----------------------


securities  laws covering any such  transaction  involving the Warrant Stock, or
(2)  the  Company  receives  an  opinion  satisfactory  to  the  Company  of the
undersigned's  legal  counsel  stating  that such  transaction  is  exempt  from
registration.

     [INCLUDE IF SHARES ARE NOT REGISTERED AT TIME OF EXERCISE] The  undersigned
consents to the  placing of a legend on its  certificate  for the Warrant  Stock
stating that the Warrant  Stock has not been  registered  and setting  forth the
restriction  on  transfer  contemplated  hereby  and  to the  placing  of a stop
transfer order on the books of the Company and with any transfer  agents against
the Warrant Stock until the Warrant Stock may be legally  resold or  distributed
without restriction.

     The   undersigned   has   considered  the  federal  and  state  income  tax
implications of the exercise of the Warrant and the purchase and subsequent sale
of the Warrant Stock.



                                                --------------------------------

                                                Dated:
                                                      --------------------------
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