EXHIBIT 10.52

REGISTRATION RIGHTS AGREEMENT

REGISTRATION RIGHTS AGREEMENT(this "Agreement"), dated as of
May 12, 2003, by and betweendELiA*s Corp., a Delaware corporation, with headquarters located at 435 Hudson Street, New York, New York 10014 (the
"Company"), and each individual named onSchedule Ahereto residing at the address set forth next
to each individual's name onSchedule Ahereto (each a "Buyer").

PRELIMINARY STATEMENTS

A.    In
connection with the Securities Purchase Agreement by and between the parties of even date herewith (the "Securities Purchase
Agreement"), the Company has agreed, upon the terms and subject to the conditions of the Securities Purchase Agreement, to issue and sell to each Buyer shares of the Company's
Class A common stock, par value $0.01 per share (the "Common Stock"); and

B.    To
induce each Buyer to execute and deliver the Securities Purchase Agreement, the Company has agreed to provide certain registration rights under the Securities Act of
1933, as amended, and the rules and regulations thereunder, or any similar successor statute (collectively, the "1933 Act"), and applicable state
securities laws.

NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the Company and each Buyer hereby agree as follows:

1.     DEFINITIONS.



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2.     REGISTRATION
RIGHTS.



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3.     OBLIGATIONS
OF THE COMPANY.

In
connection with the registration of the Registrable Securities, the Company shall have the following obligations:



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4.     OBLIGATIONS
OF THE INVESTOR.

In
connection with the registration of the Registrable Securities, the Investor shall have the following obligations:



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5.     EXPENSES
OF REGISTRATION.

All
reasonable expenses, other than underwriting discounts and commissions, incurred in connection with registrations, filings or qualifications pursuant to Sections 2 and 3, including,
without limitation, all registration, listing and qualifications fees, printers and accounting fees, the fees and disbursements of counsel for the Company, shall be borne by the Company.
Notwithstanding the foregoing, except as expressly provided for in the Securities Purchase Agreement, the Investor shall be responsible for all expenses, fees and disbursements incurred by such
Investor or on such Investor's behalf, including all fees and disbursements of counsel to the Investor.

6.     INDEMNIFICATION.

In
the event any Registrable Securities are included in a Registration Statement under this Agreement:



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7.     CONTRIBUTION.

To
the extent any indemnification by an indemnifying party is prohibited or limited by law, the indemnifying party agrees to make the maximum contribution with respect to any amounts for
which it would otherwise be liable under Section 6 to the fullest extent permitted by law;provided, however, that (i) no contribution shall be
made under circumstances where the maker would not have been liable for indemnification under the
fault standards set forth in Section 6, (ii) no seller of Registrable Securities guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the 1933 Act) shall
be entitled to contribution from any seller of Registrable Securities who was not guilty of such fraudulent misrepresentation, and (iii) contribution by any seller of Registrable Securities
shall be limited in amount to the net amount of proceeds received by such seller from the sale of such Registrable Securities.

8.     REPORTS
UNDER THE 1934 ACT.

With
a view to making available to the Investor the benefits of Rule 144 promulgated under the 1933 Act or any other similar rule or regulation of the SEC that may at any time
permit the Investor to sell securities of the Company to the public without registration ("Rule 144"), the Company agrees to:



9.     ASSIGNMENT
OF REGISTRATION RIGHTS.

The
rights to have the Company register Registrable Securities pursuant to this Agreement shall be automatically assignable by the Investors to any transferee of all or any portion of
Registrable Securities if: (i) the Investor agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable
time after such assignment, (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (a) the name and address of such transferee
or assignee, and (b) the securities with respect to which such registration rights are being transferred or assigned, (iii) immediately following such transfer

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or
assignment the further disposition of such securities by the transferee or assignee is restricted under the 1933 Act and applicable state securities laws, (iv) at or before the time the
Company receives the written notice contemplated by clause (ii) of this sentence the transferee or assignee agrees in writing with the Company to be bound by all of the provisions contained
herein, (v) such transfer shall have been made in accordance with the applicable requirements of the Securities Purchase Agreement, and (vi) such transferee shall be an "accredited
investor" as that term defined in Rule 501 of Regulation D promulgated under the 1933 Act.

10.   AMENDMENT
OF REGISTRATION RIGHTS.

Provisions
of this Agreement may be amended and the observance thereof may be waived (either generally or in a particular instance and either retroactively or prospectively), only with
the written consent of the Company and the Investor. Any amendment or waiver effected in accordance with this Section 10 shall be binding upon the Investor and the Company.

11.   MISCELLANEOUS.



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[SIGNATURES
APPEAR ON FOLLOWING PAGE]

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IN
WITNESS WHEREOF, the parties have caused this Registration Rights Agreement to be duly executed as of day and year first above written.

|"Company"     |                                         | "Buyer"
|------------- | --------------------------------------- | -------
|dELiA*s Corp. |                                         |        
|By:           | /s/EDWARD TAFFETEdward Taffet
Secretary |        
|              |                                         |        
|              |                                         |        
|              |                                         |        
|              |                                         |        
|              |                                         |        
|              |                                         |        

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Schedule A

Buyers

Name

AddressStephen I. Kahn

c/o dELiA*s
435 Hudson Street
New York, New York 10014Geraldine Karetsky

c/o dELiA*s
435 Hudson Street
New York, New York 10014Evan Guillemin

c/o dELiA*s
435 Hudson Street
New York, New York 10014Christopher C. Edgar

c/o dELiA*s
435 Hudson Street
New York, New York 10014


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