EXHIBIT 10.11

The following agreement ("The Amendment") between dELiA*s Inc. (dELiA*s) and The
Jay Group, Inc. ("Jay") will be considered a binding agreement to the Catalog
Fulfillment Agreement ("The Agreement") between dELiA*s and The Jay Group,
entered into April 11, 1996.

1.   Both dELiA*s and Jay agree to Amend The Agreement (dated April 11, 1996).
     dELiA*s and Jay reserve the right to terminate the Agreement with 60 days
     advance notice of termination. However, both parties will be required to
     fulfill their respective obligations under the Agreement until the end of
     the calendar month following the 60-day notice period. Upon execution of
     the Amendment, neither party shall have the right to give notice of
     termination prior to May 1, 1997. After April 30, 1997, the package volume
     referenced under BACKEND PACKAGE VOLUME on page 3 under item 6 of the
     original Agreement will be calculated on an annualized basis.

2.   The price to be paid by dELiA*s to The Jay Group for each return processed,
     as referenced in The Agreement, will be increased to $2.25 per return,
     effective with the signing of the Amendment. The dollar breakdown between
     data processing and physically separating returns is $0.31 and $1.94
     respectively. This price amendment is not subject to the performance
     criteria contained in #4 below.

3.   Subject to dELiA*s approval of sample packages, Jay will install an
     automatic sealing machine rather than hand taping packages.

4.   The adjustment related to line items per package referenced on page 4 item
     7A of the original Agreement will be waived as in section 4C below,
     provided The Jay Group meets the following performance criteria for 1997
     activity as outlined below.

     a.   All orders will be shipped within 48 hours of receipt unless package
          volume is greater than 125% of predicted daily package volume or
          greater than the maximum productivity outlined below (predicted volume
          is defined as the projected volume supplied by dELiA*s to Jay at least
          two weeks prior to processing (not including backorders that are
          equivalent to 40% of the project order volume). The source document
          for determining the start of the 48 hour period will be the production
          Planning Worksheet. All orders processed for printing after 1 p.m.
          will be assigned to the next business day. The maximum capacity of the
          Jay Group is to ship 6,000 packages per day or 30,000 packages per 5
          day week (not including backorders that are equivalent to 40% of the
          projected order volume). A 5 day period is required to staff at volume
          levels above 30,000 packages with a maximum capacity of 42,000
          packages per 7 day week. These quantities represent the ceiling for
          the 48 hour performance standard. Jay will agree to assign additional
          shift hours to production if unexpected volume exceeds 42,000 packages
          per 7 day week. dELiA*s agrees to pay at 1.4 times the $1.40 per
          package rate ($1.40 x 1.4 = $1.96) outlined in the original Agreement
          for all packages shipped over 42,000 during this 7 day time frame.

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     b.   All merchandise will be received within 48 hours of dELiA*s approval
          subject to all carriers scheduling appointments. The consolidated
          shipment schedule for Tuesday's arrival will be received within the 72
          hour requirement. Changes in the priority of receipts by dELiA*s
          personnel which cause delay in receiving merchandise within 48 hours
          will be subject to a 72 hour receiving performance evaluation. Goods
          which need to be collated into kits will be received within 48 hours,
          but the kit assembly and work orders are not part of the 48 hour
          criteria.

     c.   The Error Rate will be less than .01 for items shipped during the
          month of April and will decline an average of .001 per month to a goal
          of .005. The Error Rate is defined as that number of which the
          numerator is equal to the number of items returned due to omissions,
          wrong items packed, and items damaged during the fulfillment process
          (a subset of items damaged), and the denominator of which is the
          number of items shipped three weeks prior. The number of items
          returned due to omissions and wrong items picked will be determined by
          a comparison to the printed collate returned by the consumer. Jay
          agrees to this method of calculation assuming an average three week
          return cycle. If actual activity deviates from the three week return
          cycle assumption, the error rate will be calculated over the life of a
          catalog.

          Subject to the signing of the Amendment, and on the attainment of the
          goals outlined in item 4 (to the extent The Jay Group can control the
          outcome), dELiA*s will agree to forgive the Net Amount owed to dELiA*s
          by Jay at 20% of the net total per month April thru August 1997. Net
          Amount is defined as the line item penalty amount determined as of the
          signing of this amendment, less one half of the storage charges for
          March and April 1997 less $60.000 in past due receivables, as
          referenced in the February 28, 1997 memo from Jay to dELiA*s. Any
          invoice credit amount related to the $60,000 in past due receivables
          that remains outstanding as of April 30, 1997 represent additions to
          the net amount.

In addition, dELiA*s will consider an incentive payment tied to exceeding the
goals outlined in item 4 above. Jay is in agreement that an incentive payment
plan is appropriate. The incentives will be tied to the date of the amendment.

5.   Payment terms for all activity will be net 7 days via wire transfer.
     Disputes not settled within 10 days will be considered delinquent and The
     Jay Group reserves the right to temporarily discontinue service for
     non-payment.

6.   If for any reason the relationship is not continued thru August 30, 1997
     the line item forgiveness subject to the criteria outlined in item 4 will
     be considered complete as of the final day of production at The Jay Group.

7.   This amendment has no ties to any future contracts.


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Please sign below to indicate your acceptance of the terms of the Amendment.




Agreed to by:

The Jay Group, Inc.                        dELiA*s Inc.


/s/ H. Douglas Bushong                     /s/ Evan Guillemin
H. Douglas Bushong                         Evan Guillemin
Chief Financial Officer                    Chief Financial Officer

Date: 3/27/97                              Date: 3/31/97