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                                                                   Exhibit 10.34


EMPLOYMENT AGREEMENT (this "Agreement") between DELIA*S CORP., a Delaware
corporation (the "Company', and STEPHEN I. KAHN, an individual resident in the
State of New York (the "Executive") dated as of April 24, 2001.

                                   WITNESSETH:

WHEREAS, the Executive has been employed by the Company, since its inception, as
its Chairman, CEO and President, pursuant to an employment agreement dated as of
April 5, 1999 (the "ITURF AGREEMENT); and

WHEREAS, the Executive has also been employed as Chairman and President of
dELiA* Group Inc., a wholly owned subsidiary of the Company (and, prior to its
merger with and into a wholly owned subsidiary of the Company, the parent of the
Company, known as dELiA*s Inc. ("Old DELIA*S')), pursuant to an employment
agreement dated as of December 18, 1996 (the "DELIA*S AGREEMENT"); and

WHEREAS, the Company recognizes that the Executive's contribution to the growth
and success of its businesses has been substantial, and the Company desires to
assure itself of the Executive continued employment in its businesses in a
senior executive capacity; and

WHEREAS, the Executive desires to commit himself to serve the Company on the
terms and conditions set forth below;

NOW, THEREFORE, in consideration of the foregoing and the mutual promises
contained herein, the Executive and the Company hereby agree as follows:

1.    EMPLOYMENT AND DUTIES.

      a.    The Company hereby agrees to employ the Executive, and the Executive
            hereby agrees to be employed by the Company, on the terms and
            conditions set forth in this Agreement. The Executive will be the
            Company's Chief Executive Officer and the executive chairman of its
            board of directors (the "Board") for the Employment Period (as
            defined below) and shall have the duties, authorities,
            responsibilities and perquisites generally commensurate with such
            positions, including the authority to manage all aspects of the
            operations of the Company and its Affiliates (as defined below). The
            Company shall continue to nominate the Executive as a director of
            the Company during the Employment Period consistent with the
            Company's By-Laws. During the Employment Period, the Company will
            not, without the Executive's prior written consent, (i) appoint any
            other person to hold the office or to possess or exercise the powers
            of the Chief Executive Officer of the Company or (ii) permit the
            Company's bylaws pertaining to such office to be amended in any
            respect.

      b.    The Executive shall devote substantially his full business time to
            the performance of his duties for the Company and its Affiliates,
            but it shall not be a violation of this Agreement for the Executive,
            during or after the Employment Period, to (i) serve on corporate,
            civic or charitable boards or committees, (ii) deliver lectures,
            fulfill speaking

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            engagements or teach at educational institutions or (iii) manage
            personal investments, so long as such activities do not
            significantly interfere with the performance of the Executive's
            responsibilities as an employee of the Company in accordance with
            this Agreement.

      c.    For purposes of this Agreement, the term "AFFILIATE" shall mean any
            corporation, entity or firm of which the Company (or any
            corporation, entity or firm controlling, controlled i by or under
            common control with, the Company) has at least a 49% equity or
            voting interest.

2.    COMPENSATION. As compensation for all services to be rendered by the
      Executive during his, employment under this Agreement, the Executive shall
      be entitled to receive:

      a.    A base salary (the "Base Salary") at the initial annual rate of
            $270,000, which Base Salary shall be payable in equal installments
            at least twice a month, and shall be subject to increase, but not
            decrease, as provided below. The Base Salary shall be increased by
            no less than 5% each January 1 during the Employment Period,
            commencing on January 1, 2002. In addition and without limiting
            any such 5% increase, the Company may, in the sole and absolute
            discretion of the Board, from time to time increase, but not
            decrease, the Base Salary; and

      b.    Such bonuses as the Board may, from time to time, consider
            appropriate; and

      c.    The benefits and perquisites otherwise provided hereunder or
            otherwise customarily provided by the Company to its Chairman and
            Chief Executive Officer.

3.    Term.

      a.    The "EMPLOYMENT PERIOD" shall, for purposes of this Agreement,
            commence on the date hereof and continue until December 31, 2006;
            PROVIDED, that the initial Employment Period shall automatically be
            extended, subject to earlier termination as provided in this Section
            3, for additional one-year periods unless the Company or the
            Executive gives written notice to the other, at least 90 days prior
            to the scheduled expiration of the initial Employment Period or the
            then additional one-year period, of the termination of the
            Executive's employment hereunder at the end of such Employment
            Period. Notwithstanding the foregoing, the Employment Period shall
            terminate on the earliest of: (i) Executive's death or permanent
            disability or incapacity (if in the good faith determination of the
            Board, such disability or incapacity has prevented the Executive
            from performing his material duties and obligations under this
            Agreement during any period of 270 consecutive days and the Company
            gives notice to the Executive not earlier than 30 days and not later
            than 90 days after the expiration of such period (in which case the
            Executive's employment under this Agreement shall terminate when
            that notice is given)) ("Disability"); (ii) the Executive's
            resignation with or without Good Reason (as defined below); or (iii)
            the Company's termination of the Executive's employment at any time
            for Cause (as defined below) pursuant to written notice to the
            Executive.

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      b.    For purposes of this Agreement, the term "CAUSE" shall mean (i) a
            material breach of this Agreement by the Executive that, if capable
            of being remedied, the Executive fails to remedy within 30 days
            after written notice, (ii) Executive's conviction of a felony (other
            than a traffic infraction) causing material harm to the Company's
            business, or (iii) willful misconduct or gross negligence in the
            performance of the Executive's duties to the Company, which conduct
            is material and demonstrably injurious to the Company and, if
            capable of being remedied, is not remedied within 30 days. No act,
            or failure to act, on the Executive's part shall be considered
            willful for purposes of determining whether Cause exists unless done
            or omitted to be done, by the Executive not in good faith and
            without reasonable belief that the Executive's action or omission
            was in the best interests of the Company or its Affiliates.
            Notwithstanding the foregoing, the Executive shall not be deemed to
            have been terminated for Cause pursuant to this Agreement unless
            notice thereof is given within 90 days after a Board member (other
            than the Executive) has knowledge of the acts or omissions
            constituting Cause and until the Executive shall have had a
            reasonable opportunity to meet, together with his legal ' counsel,
            with the Board, and there shall thereafter have been delivered to
            the Executive: (A) a copy of a resolution duly adopted by the
            affirmative vote of not less than a majority of the entire
            membership of the Board at a meeting of the Board duly called, and
            held for the specific purpose of making a determination of whether
            Cause for termination exists, which resolution states that, in
            the good faith opinion of the entire Board, the Executive was guilty
            of misconduct as set forth above and (B) a specification of the
            particulars of such misconduct, which specification may be from the
            Company or its outside counsel. Any dispute as to the existence of
            Cause may be submitted to arbitration as provided below, and Cause
            shall not be deemed to exist during the pendency of any such
            arbitration proceeding. Notwithstanding anything in this Agreement
            to the contrary, a notice by the Company of a non-renewal of the
            Employment Period pursuant to Section 3.a. hereof shall be deemed an
            involuntary termination of Executive by the Company without Cause as
            of the end of the then Employment Period.

      c.    The Executive may, at any time during the Employment Period by
            written notice to the Company, terminate the Employment Period
            for Good Reason effective upon such notice. The term "GOOD
            REASON" means: (i) any material diminution of the Executive's
            positions, duties, perquisites or responsibilities hereunder
            (except in connection with the termination of the Executive's
            employment for Cause, for Disability or as a result of the
            Executive's death), failure to be continued in the position of
            either Chief Executive Officer or executive chairman of the
            Board, the assignment to Executive of duties or responsibilities
            that are inconsistent with Executive's positions as Chief
            Executive Officer and executive chairman of the Board, or any
            violation by the Company of the last sentence of Section 1.a.
            above; (ii) a material breach by the Company of any material
            provision of this Agreement that the Company fails to remedy or
            cease within 30 days after written notice thereof to the Company;
            (iii) a relocation by the Company of the Executive's offices to a
            geographic location outside the metropolitan New York area; or
            (iv) failure of the Company to deliver to the Executive within 30
            days time after assignment of this Agreement by the Company, a
            written agreement from the assignee

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            to assume and agree to perform this Agreement. Notwithstanding the
            foregoing, the Executive's voluntary relinquishment of his position
            or title as Chief Executive Officer of the Company while he
            continues as executive chairman of the Board (as evidenced by his
            express written agreement to do so specifically referring to this
            provision) shall not be considered Good Reason hereunder.

4.    SEPARATION PAYMENTS.

      a.    DEATH OR DISABILITY. In the event of termination of the Executive's
            employment upon his death or Disability, the Company shall (i)
            pay to Executive any compensation earned but not yet paid,
            including, without limitation, any bonus if declared or earned
            but not yet paid for a completed fiscal year, any amount of Base
            Salary earned but unpaid, any accrued unpaid vacation pay and any
            unreimbursed expenses or other amounts payable - pursuant to
            Section 5 hereof (collectively "Accrued Amounts"), which Accrued
            Amounts shall promptly be paid in a lump sum to the Executive or,
            in the case of the Executive's death, his estate; (ii) pay the
            Executive a prorated bonus for the fiscal year of termination
            (based on the ratio of the number of days in such fiscal year
            that the Executive was employed with Company to the actual total
            number of days in such full fiscal year) based upon actual
            results for the full fiscal year, payable at the time the bonus
            for such year would otherwise have been paid (the "PRO RATA
            BONUS"); (iii) pay any other amounts or benefits owing to the
            Executive or his dependents under the then applicable employee
            benefit plans, long-term incentive plans or equity plans and
            programs of the Company in accordance with the terms of such
            plans and programs (the "PLAN BENEFITS"); and (iv) pay 100% of the
            COBRA premiums for the remainder of the then Employment Period
            (as if such period had not been terminated), but in no event less
            than one year for the health benefts of the Executive and his
            dependents at the benefit level elected by the Executive and his
            dependents (the "COBRA BENEFIT"). Except as otherwise provided in
            this Agreement, the Executive shall not be entitled to receive
            his Base Salary, any severance pay or any fringe benefits for
            periods after such termination of the Employment Period upon
            death or Disability.

      b.    TERMINATION BY THE COMPANY FOR CAUSE OR BY THE EXECUTIVE WITHOUT
            GOOD REASON. In the event of termination of the Executive's
            employment by the Company for Cause or by the Executive other than
            for Good Reason, the Company shall promptly pay to the Executive, in
            a lump sum, his Accrued Amounts through the date of termination and
            his Plan Benefits. Except as otherwise provided in this Agreement,
            Executive shall not be entitled to receive his Base Salary, any
            severance pay or any fringe benefits for periods after such
            termination of his employment or any bonus not previously paid.

      c.    TERMINATION BY THE COMPANY WITHOUT CAUSE OR BY THE EXECUTIVE FOR
            GOOD REASON. If THE EXECUTIVE'S EMPLOYMENT IS TERMINATED by the
            Company without Cause or by the Executive for Good Reason, then
            Executive shall be entitled to: (i) continued payment of the
            Executive's Base Salary at the highest rate in effect during the
            12-month period immediately preceding his termination for the
            remainder of the then Employment Period (as if such period had not
            been terminated), but in no event less than one year; (ii) payment
            to within ten days of termination of all Accrued Amounts; (iii)
            payment of the

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            Pro Rata Bonus; (iv) his Plan Benefits; (v) the COBRA Benefit and
            (vi) continued use of the automobiles described in Section 5.b.
            hereof for the remainder of their respective lease terms at no
            after-tax cost to the Executive. The provisions of this Section
            shall constitute Executive's sole and exclusive remedy in connection
            with termination of his employment hereunder by the Company without
            Cause or by the Executive for Good s Reason.

      d.    Change of Control. In the event of a "Change of Control" (as defined
            in the Amended and Restated iTurf 1999 Stock Incentive Plan (the
            "1999 Plan's in the Company, if the Executive's employment
            terminates other than for Cause, Disability or death then the
            Company shall pay to the Executive within 10 days thereof (i) all
            Accrued Amounts, (ii) a lump sum equal to the amount of Base Salary
            to which the Executive would have been entitled between the date
            of the Change of Control and the remainder of the then Employment
            Period if he had remained in the employment of the Company through
            that period, but in no event less than two years' Base Salary, (iii)
            Executive's full bonus for the year of termination calculated as if
            all target goals had been met, (iv) his Plan Benefits, (v) the COBRA
            Benefit for a period of up to two years and (vi) continued use of
            the automobiles described in Section 5.b. hereof for the remainder
            of their respective lease terms at no after-tax cost to Executive.

      e.    TREATMENT OF RESTRICTED STOCK AND OPTIONS. Any provisions of the
            1999 Plan, the dELiA*s Inc. 1998 Stock Incentive Plan and the
            dELiA*s 1996 Stock Incentive Plan (together, the "Plans") or any
            agreements with the Executive governing any Restricted Stock or
            Options to the contrary notwithstanding, all of the Restricted Stock
            and Options currently held by the Executive or hereafter issued to
            the Executive shall fully vest immediately upon (i) a Change in
            Control of the Company, (ii) Executive's death or termination for
            Disability (iii) a termination of employment by the Company without
            Cause or (iv) a termination of employment by the Executive for Good
            Reason. Capitalized terms used, but not otherwise defined, in this
            Section 4.e. shall have the definitions ascribed to such terms in
            the 1999 Plan.

5.    EXPENSES; FRINGE BENEFITS. During the Employment Period:

      a.    The Company shall reimburse the Executive for all expenses incurred
            by him in the course of performing his duties under this Agreement
            in accordance with the Company's policies in effect from time to
            time with respect to reimbursement of expenses, including the
            Company's requirements with respect to reporting and documentation
            of such expenses.

      b.    The Executive shall be entitled to six weeks' paid vacation each
            fiscal year, which vacation time may be carried over from year to
            year if unused.

      c.    The Company shall provide the Executive with medical insurance,
            disability insurance and life insurance under policies no less
            favorable to the Executive than the ones (i) currently in effect and
            (ii) offered from time to time to the Company's other senior
            executive officers. In addition, the Company may obtain key-man term
            life insurance on

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            the life of the Executive, and the Company shall be the beneficiary
            under such policy. During the Employment Period, the Company shall
            maintain term life insurance coverage on the life of the Executive
            in the amount of $5,000,000, the proceeds of which shall be payable
            to the beneficiary or beneficiaries designated by the Executive. The
            Executive agrees to undergo any reasonable physical examination and
            other procedures as may be necessary to maintain such policy. If the
            Company is not able to obtain such policy due to Executive's
            physical examination results, an AD&D (accidental death and
            dismemberment) policy of an equivalent amount will be obtained in
            lieu of the term life insurance coverage.

      d.    The Company shall provide the Executive with the use of two
            automobiles of at least the same quality as the two he currently
            uses, and shall pay all expenses reasonably incurred in connection
            with his use of those automobiles.

      e.    The Company shall provide the Executive with an annual allowance of
            $40,000 ("ANNUAL ALLOWANCE") to be applied, in the Executive's
            discretion, in any combination to one or more of the following: tax
            return preparation, financial consulting, estate planning and/or
            life/disability insurance premiums or similar professional services.
            The Company shall also make annual tax gross-up payments to
            Executive in an amount equal to the federal, state and local income
            taxes and payroll taxes Executive incurs on the sum of (i) the
            Annual Allowance and (ii) the tax gross-up payment made under this
            Section 5.e.

      f.    The Company shall provide the Executive with an office and
            secretarial support commensurate with the Executive's position as
            Chief Executive Officer and Chairman of the Company.

6.    NON-COMPETITION.

      a.    The Executive agrees that during the Employment Period and for a
            period of one year from the termination thereof (the
            "NON-COMPETITION PERIOD"), he will not directly, either for his
            own account or for the benefit of any person, firm or
            corporation, engage in any business activity, whether as a
            consultant, representative, employee, executive, officer,
            director or manager, directly competitive with a business of the
            Company (a "COMPETING BUSINESS ACTIVITY") in the geographical
            areas in which the Company does such business at the time the
            determination as to the Executive's activity is being made under
            this Section, but in no event later than the date of termination
            of the Employment Period; PROVIDED, HOWEVER, that a business
            activity shall not be deemed to be a Competing Business Activity
            if the Executive does not have direct involvement in the
            particular competing activity engaged in by the Company.

      b.    During the Non-Competition Period, the Executive shall not directly
            or indirectly own or be a stockholder, partner of, or otherwise have
            an ownership interest in any company that is engaged in a Competing
            Business Activity; provided, however, that this provision shall not
            restrict the Executive from: (i) holding not more than a 5% interest
            in any publicly held or traded company; (ii) investing in any mutual
            fund which is publicly traded or managed by a major financial
            institution; or (iii) so long as his interest is not

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            more than 5% of total invested capital, investing in any hedge fund,
            private equity fund, venture capital fund or other investment
            vehicle managed by a third party.

      c.    During the Non-Competition Period, the Executive shall not directly
            or indirectly through another person or entity (i) induce or attempt
            to induce any non-clerical employee of the Company or any Affiliate
            to leave the employ of the Company or such Affiliate, or in any way
            interfere with the relationship between the Company or any Affiliate
            and any non-clerical employee thereof, (ii) hire any person who
            was a non-clerical employee of a the Company or any Affiliate at the
            time of the termination of the Employment Period or (iii) induce or
            attempt to induce any material customer, supplier, licensee,
            licensor, franchisee or consultant of the Company or Affiliate to
            cease doing business with the Company or such Affiliate, or in any
            way interfere with the relationship between any such customer,
            supplier, licensee, consultant or and the Company or any Affiliate.
            Notwithstanding anything to the contrary contained herein, the
            Executive's obligation under clause (ii) of the preceding sentence
            shall terminate six months after an acquisition of the Company by an
            unrelated third party.

      d.    In the event any covenant made in this Agreement shall be more
            restrictive than permitted by applicable law, such covenant shall
            be limited to the extent so permitted. Nothing in this Agreement
            shall be construed as to prevent the Company from pursuing any
            and all remedies available to it for the breach or threatened
            breach of covenants made in this Agreement, including recovery of
            money damages or temporary or permanent injunctive relief.
            Accordingly, the Executive acknowledges that the remedy at law
            for breach of the provisions of this Agreement may be inadequate
            and that, in addition to any other remedy the Company may have,
            it shall be entitled to an injunction restraining any breach or
            threatened breach, without any bond or other security being
            required and without the necessity of showing actual damages.

      e.    Notwithstanding anything to the contrary contained in this Section
            6, (i) nothing contained in this Section 6 shall be construed so as
            to prohibit the Executive from being employed by a company or entity
            that engages in a Competing Business Activity so long as the
            Executive is not responsible for, does not report to or have any
            involvement, whether direct or indirect, with any division or unit
            of such company or entity engaged in such Competing Business
            Activity, and (ii) this Section 6 shall be of no force or effect in
            the event the Executive's employment is terminated by the Company
            without Cause or by the Executive for Good Reason.

7. CONFIDENTIALITY. The Executive acknowledges that the information, trade
secrets, observations, confidential knowledge and data obtained by him while
employed by the Company concerning the business, new, planned or existing
products and services, or affairs of the Company, its customers or any Affiliate
of the Company ("CONFIDENTIAL INFORMATION") are the property of the Company or
such Affiliate. Therefore, the Executive agrees that he shall not, at any time
during or after his employment under this Agreement, disclose to any third party
except in the performance of his duties hereunder or as may be required by law
or judicial or administrative process, any Confidential Information, except for
such information which is or has become publicly available other than through
the Executive's violation of this Section 7.

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The Executive shall deliver to the Company (or destroy) at the termination of
the Employment Period, or at any other time the Company may request, all
memoranda, notes, plans, records, reports, computer files, printouts and
software and other documents and data (and all copies thereof) relating to the
Confidential Information, work product or the business of the Company or any
Affiliate which he may then possess or have under his control.

8. THE EXECUTIVE'S REPRESENTATIONS. The Executive hereby represents and warrants
to the Company that (i) the execution, delivery and performance of this
Agreement by the Executive do not and shall not conflict with, breach, violate
or cause a default under any contract, agreement, instrument, order, judgment or
decree to which the Executive is a party or by which the Executive is bound, and
(ii) upon the execution and delivery of this Agreement by the Company, this
Agreement shall be the valid and binding obligation of the Executive,
enforceable in accordance with its terms. The Executive hereby acknowledges and
represents that he has been given the opportunity to consult with independent
legal counsel regarding his rights and obligations under this Agreement and that
he fully understands the terms and conditions contained herein.

9.    SECTION 280(G) GROSS UP.

      a.    In the event that the Executive shall become entitled to payments
            and/or benefits provided by this Agreement or any other amounts in
            the "nature of compensation" (whether pursuant to the terms of this
            Agreement or any other plan, arrangement or agreement with the
            Company, any person whose actions result in a change of ownership or
            effective control covered by Section 280G(b)(2) of the Internal
            Revenue Code of 1986, as amended (the "Code") or any person
            affiliated with the Company or such person) as a result of such
            change in ownership or effective control (collectively the "COMPANY
            PAYMENTS"), and such Company Payments will be subject to the tax
            (the "EXCISE TAX") imposed by Section 4999 of the Code (and any
            similar tax that may hereafter be imposed) the Company shall pay to
            the Executive at the time specified in subsection (d) below an
            additional amount (the "GROSS-UP PAYMENT") such that the net amount
            retained by the Executive after deduction of any Excise Tax on the
            Company Payments and any U.S. federal, state, and local income or
            payroll tax upon the Gross-up Payment provided for by this paragraph
            (a), but before deduction for any U.S. federal, state, and local
            income or payroll tax on the Company Payments, shall be equal to the
            Company Payments.

      b.    For purposes of determining whether any of the Company Payments and
            Gross-up Payments (collectively the "TOTAL PAYMENTS") will be
            subject to the Excise Tax and the amount of such Excise Tax, (x) the
            Total Payments shall be treated as "parachute payments" within the
            meaning of Section 280(G)(b)(2) of the Code, and all "parachute
            payments" in excess of the "base amount" (as defined under Code
            Section 280(G)(b)(3) of the Code) shall be treated as subject to the
            Excise Tax, unless and except to the extent that, in the opinion of
            the Company's independent certified public accountants appointed
            prior to any change in ownership (as defined under Code Section
            280(G)(b)(2)) or tax counsel selected by such accountants (the
            "ACCOUNTANTS") such Total Payments (in whole or in part) either do
            not constitute "parachute payments,"

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            represent reasonable compensation for services actually rendered
            within the meaning of Section 280(G)(b)(4) of the Code in excess of
            the "base amount" or are otherwise not subject to the Excise Tax,
            and (y) the value of any non-cash benefits or any deferred payment
            or benefit shall be determined by the Accountants in accordance with
            the principles of Section 280(G) of the Code.

      c.    For purposes of determining the amount of the Gross-up Payment, the
            Executive shall be deemed to pay U.S. federal income taxes at the
            highest marginal rate of U.S. federal income taxation in the
            calendar year in which the Gross-up Payment is to be made and state
            and local income taxes at the highest marginal rate of taxation in
            the state and' locality of the Executive's residence for the
            calendar year in which the Company Payment is to be made, net of the
            maximum reduction in U.S. federal income taxes which could be
            obtained from deduction of such state and local taxes if paid in
            such year. In the event that the Excise Tax is subsequently
            determined by the Accountants to be less than the amount taken into
            account hereunder at the time that the Gross-up Payment is made, the
            Executive shall repay to the Company, at the time that the amount of
            such reduction in Excise Tax is finally determined, the portion of
            the prior Gross-up Payment attributable to such reduction (plus the
            portion of the Gross-up Payment attributable to the Excise Tax and
            U.S. federal, state and local income tax imposed on the portion of
            the Gross-up Payment being repaid by Executive if such repayment
            results in a reduction in Excise Tax or a U.S. federal, state and
            local income tax deduction), plus interest on the amount of such
            repayment at the rate provided in Section 1274(b)(2)(B) of the Code.
            Notwithstanding the foregoing, in the event any portion of the
            Gross-up Payment to be refunded to the Company has been paid to any
            U.S. federal, state and local tax authority, repayment thereof (and
            related amounts) shall not be required until actual refund or credit
            of such portion has been made to the Executive, and interest payable
            to the Company shall not exceed the interest received or credited to
            the executive by such tax authority for the period it held such
            portion. The Executive and the Company shall mutually agree upon the
            course of action to be pursued (and the method of allocating the
            expense thereof) if the Executive's claim for refund or credit is
            denied. In the event that the Excise Tax is later determined by the
            Accountant or the Internal Revenue Service to exceed the amount
            taken into account hereunder at the time the Gross-up Payment is
            made (including by reason of any payment the existence or amount of
            which cannot be determined at the time of the Gross-up Payment), the
            Company shall make an additional Gross-up Payment in respect of such
            excess (plus any interest or penalties payable with respect to such
            excess) at the time that the amount of such excess is finally
            determined.

      d.    The Gross-up Payment or portion thereof provided for in Section
            10.c. above shall be paid not later than the 30th day following an
            event occurring which subjects the Executive to the Excise Tax;
            provided, however, that if the amount of such Gross-up Payment or
            portion thereof cannot be finally determined on or before such day,
            the Company shall pay to the Executive on such day an estimate as
            determined in good faith by the Accountant, of the minimum amount of
            such payment and shall pay the remainder of such payments (together
            with interest at the rate provided in Section 1274(b)(2)(B) of the
            Code), subject to further payments pursuant to Section 10.c.

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            hereof as soon as the amount thereof can reasonably be determined,
            but in no event later than the 90th day after the occurrence of the
            event subjecting the Executive, to the subsequently determined to
            have been due, such excess shall constitute a loan by the Company
            the Executive, payable on the fifth day after demand by the Company
            (together with interest at the rate provided in Section
            1274(b)(2)(B) of the Code).

      e.    In the event of any controversy with the Internal Revenue Service
            (or other taxing authority) with regard to the Excise Tax, the
            Executive shall permit the Company to control issues related to the
            Excise Tax (at its expense), provided that such issues do not
            potentially materially adversely affect the Executive, but the
            Executive shall control any other issues. In the event the issues
            are interrelated, the Executive and the' Company shall in good faith
            cooperate so as not to jeopardize resolution of either issue, but if
            the parties cannot agree, the Executive shall make the final
            determination with regard to the issues. In the event of any
            conference with any taxing authority as to the, Excise Tax or
            associated income taxes, the Executive shall permit the
            representative of the Company to accompany the Executive, and the
            Executive and his representative shall cooperate with the Company
            and its representative.

      f.    As between the Company and the Executive, the Company shall be
            responsible for all charges of the Accountants.

10.   INDEMNIFICATION.

      a.    The Company shall indemnify the Executive in his capacity as an
            officer, employee, director, agent or fiduciary of the Company or
            any Affiliate to the fullest extent permitted by applicable law in
            effect on the date hereof or as such laws may from time to time be
            amended. Without diminishing the scope of the indemnification
            provided by this Section, the Executive's rights of indemnification
            hereunder shall include but shall not be limited to those rights set
            forth hereinafter, except to the extent expressly prohibited by
            applicable law. The Company also agrees to provide the Executive
            with Directors' and Officers' insurance coverage both during and,
            with regard to matters occurring during the Employment Period, after
            the Employment Period. Such coverage shall be at a level at least
            equal to the level being maintained at such time for the then
            current officers and directors of the Company or, if then being
            maintained at a higher level with regard to any prior period
            activities for officers or directors of the Company during such
            prior period, such higher amount with regard to Executive's
            activities during such prior period.

      b.    The Executive shall be entitled to the indemnification rights
            provided in this Section 10.b. if he is a party or is threatened to
            be made a party to any threatened, pending or completed action, suit
            or proceeding, whether civil, criminal, administrative or
            investigative in nature, by reason of the fact that the Executive is
            or was, either prior to or after the execution of this Agreement, an
            officer, employee, director, agent or fiduciary of the Company or
            any of its Affiliates, or any of their respective predecessors
            (including without limitation Old dELiA*s) or is or was serving at
            the request of the Company or its Affiliates (or their predecessors)
            as an officer, employee, director, agent

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<PAGE>

            or fiduciary of any other entity (including any Affiliate or
            predecessor) or by reason of anything done or not done by the
            Executive in any such capacity. Pursuant to this Section 10.b., the
            Executive shall be indemnified against all expenses (including
            attorneys' fees), costs, judgments, penalties, fines and amounts
            paid in settlement actually and reasonably incurred by the Executive
            in connection with such action, suit or proceeding (including, but
            not limited to, the investigation, defense or appeal thereof), if
            the Executive acted in good faith and in a manner he reasonably
            believed to be in or not opposed to the best interests of the
            Company or any such Affiliate or predecessor and, with respect to
            any criminal action or proceeding, he had no reasonable cause to
            believe this conduct was unlawful.

      c.    All reasonable expenses and costs incurred by the Executive
            (including his reasonable attorneys' fees, retainers and advances of
            disbursements) shall be paid by the Company in advance of the final
            disposition of the relevant action, suit or proceeding at the
            Executive's request within 20 days after the receipt by the Company
            of a statement or statements from him requesting such advance or
            advances from time to time.

      d.    This Section 10 shall continue until and terminate upon the later
            of: (i) two years after Executive has ceased to occupy any of the
            positions described in Section 10.a. above; or (ii) the final
            termination of all pending or threatened actions, suits proceedings
            or investigations with respect to or involving the Executive.

11. No Mitigation. In the event of any termination of the Executive's employment
hereunder, the Executive shall be under no obligation to seek other employment
and there shall be no offset against any amounts due the Executive under this
Agreement on account of any remuneration attributable to any subsequent
employment that the Executive may obtain. Any amounts payable hereunder shall be
paid without setoff or counterclaim.

12.   Miscellaneous.

      a.    The failure of a party to this Agreement to insist on any occasion
            upon strict adherence to any term of this agreement shall not be
            considered a waiver or deprive that party of the right thereafter to
            insist upon strict adherence to that term or any other term of this
            Agreement. Any waiver must be in writing. No waiver of any term or
            condition of this Agreement shall be deemed to be a waiver of any
            subsequent breach of that term or condition or any breach of any
            other term or condition of this Agreement.

      b.    All notices and other communications under this Agreement shall be
            in writing and shall be deemed given when delivered personally or
            mailed by registered mail, return receipt requested, to a party at
            his or its address as follows (or at such other address as a party
            may DESIGNATE IN ANY NOTICE under this Agreement):

                  If to the Executive:
                                  Stephen I. Kahn
                                  c/o dELiA*s Corp.

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<PAGE>

                                  435 Hudson Street
                                  New York, NY 10014

                  If to the Company:
                                  dELiA*s Corp.
                                  435 Hudson Street
                                  New York, NY 10014
                                  Attention: General Counsel

      c.    This Agreement shall be assigned to and shall inure to the benefit
            of any successor to substantially all the assets and business of the
            Company as a going concern, whether by merger, consolidation,
            liquidation or sale of substantially all the assets of the Company
            or otherwise, and the Company shall cause any such successor to
            assume the Company's obligations under this Agreement (but no such
            assignment shall relieve the Company of its obligations under this
            Agreement),

      d.    This Agreement constitutes the entire understanding of the parties
            with respect to the subject matter of this Agreement, and supersedes
            all prior agreements relating thereto, including without limitation
            the iTurf Agreement and the dELiA*s Agreement, all of which are
            merged herein. This Agreement cannot be changed or terminated except
            by a written agreement executed by the parties and shall be governed
            by the laws of the State of New York applicable to agreements made
            and to be performed therein.

      e.    This Agreement may be executed in two or more counterparts, each of
            which shall be deemed an original but all of which shall be
            considered one and the same Agreement.

      f.    At the election of either party, any controversy or claim arising
            out of or relating to this contract, or the breach thereof, shall be
            settled by arbitration administered by the American Arbitration
            Association in New York, New York under its National Rules for the
            Resolution of Employment Disputes, and judgment upon the award
            rendered by the arbitrator(s) may be entered by any court having
            jurisdiction thereof. The Company will reimburse the Executive for
            all legal fees and expenses, including without limitation
            arbitration fees, incurred by the Executive in connection with a
            dispute to the extent that the Executive's claim is not found by the
            arbitrator to be frivolous.

                            [SIGNATURE PAGE FOLLOWS]


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<PAGE>

                    [SIGNATURE PAGE TO EMPLOYMENT AGREEMENT]

       IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the date first written above.

                                                 DELIA*S CORP.


                                                 by /s/ Timothy B. Schmidt
                                                   -----------------------------
                                                      Authorized Signatory


                                                 /s/ Stephen I. Kahn
                                                 -------------------------------
                                                 STEPHEN I. KAHN


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