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                                                                  EXHIBIT 10-3.3

                             COLLATERAL ASSIGNMENT

         THIS ASSIGNMENT, made and entered into this 31st day of July, 1987, by
and between BARRY H. FRANK and ROBERT SHEIN, Trustees under the Weiner Family
Irrevocable Insurance Trust dated October 27, 1986 (the "Owner") and DEB SHOPS,
INC. (the "Assignee").

                                  WITNESSETH:

         WHEREAS, the Owner owns Life Insurance Policy No. 3779931-9 issued by
Manufacturer's Life Insurance Company ("Insurer") and any supplemental contracts
issued in connection therewith (such policy and contracts herein called
"Policy"); and

         WHEREAS, the Policy insures the lives of the last to die of Warren
Weiner and Penny Weiner ("Insured"); and

         WHEREAS, the Assignee has agreed to contribute a portion of the annual
premium due on the Policy, as more specifically provided for in that certain
Split Dollar Insurance Agreement entered into between the Insured and the
Assignee of even date herewith (the "Agreement"); and

         WHEREAS, in consideration of the Assignee agreeing to pay a portion of
the premiums, the Owner agrees to grant the Assignee a security interest in said
Policy as collateral security for the payment to the Assignee of all amounts due
to Assignee pursuant to this Agreement.



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         NOW, THEREFORE, for value received, the undersigned hereby assigns,
transfers and sets over to the Assignee, its successors and assigns, the Policy,
subject to the following terms and conditions:

         1. This Assignment is made, and the Policy is to be held, as collateral
security for the payments required to be received by Assignee, pursuant to the
terms of the Agreement.

         2. The Assignee shall have the right to pledge or assign its interest
in the Policy, subject to the terms of the Agreement and to this Assignment.

         3. The Assignee's interest in the Policy shall further be limited to
the right to recover the greater of its net premium outlay (as defined in the
Agreement) or the cash surrender value of the Policy, as provided in paragraph
4.(b) of the Agreement.

         4. Except as specifically herein granted to the Assignee, the Owner
shall retain all incidents of ownership in the Policy, including, but not
limited to, the right to assign its interest in the Policy, the right to change
the beneficiary of the Policy, and the right to exercise all settlement options
permitted by the terms of the Policy; provided, however, that all rights
retained by the Owner, transferee and beneficiary shall be subject to the terms
and conditions of the Agreement and this Assignment and that no loan may be made
against the Policy except for the payment of premiums on the Policy.

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         5. The Assignee shall, upon request, forward the Policy to the Insurer,
without unreasonable delay, for endorsement of any designation or change of
beneficiary, any election of optional mode of settlement, or the exercise of any
other right reserved by the Owner hereunder.

         6. The Insurer is hereby authorized to recognize the Assignee's claims
to rights hereunder without investigating the reason for any action taken by the
Assignee, the amount of his net premium outlay, the termination of the
Agreement, the giving of any notice required herein, or the application to be
made by the Assignee of any amounts to be paid to the Assignee. The signature of
the Assignee shall be sufficient for the exercise of any rights under the Policy
assigned hereby to the Assignee and the receipt of the Assignee for any sums
received by him shall be a full discharge and release therefor to the Insurer.

         7. If Insurer is made or elects to become a party to any litigation
concerning the proper apportionment of the death proceeds, cash surrender
value, loan value or ownership rights under this Assignment, the Owner and
Assignee and their transferees agree to be jointly and severally liable for the
Insurer's litigation expenses, including reasonable attorney fees.

         8. Upon the full payment to the Assignee of the amount to which it is
entitled under paragraph 4.(b) of the Agreement, the Assignee shall reassign the
Policy to the Owner and all specific

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rights included in this Collateral Assignment; provided, however, the Insurer
shall only be required to release this Assignment pursuant to written
instructions received from the Assignee.

         9. All matters respecting the validity, effect and interpretation of
this Assignment shall be determined in accord with the laws of the State of
Pennsylvania.

         IN WITNESS WHEREOF, the undersigned, intending to be legally bound,
have executed this Assignment the date and year first above written.

                                        Assignee:

ATTEST:                                 DEB SHOPS, INC.

/s/ Warren Weiner                       By: /s/ Marvin Rounick
-----------------------------              -----------------------------------
Warren Weiner, Secretary                   Marvin Rounick, President

WlTNESS:                                Owner:

                                        WEINER FAMILY IRREVOCABLE INSURANCE
                                                   TRUST

/s/ XXXX XXXX                           /s/ Barry H. Frank
-----------------------------           --------------------------------------
                                        Barry H. Frank, Trustee


/s/ XXXX XXXX                           Robert Shein
-----------------------------           --------------------------------------
                                        Robert Shein, Trustee