EXHIBIT 10.54

THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR
PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN COMPLIANCE WITH APPLICABLE STATE SECURITIES OR BLUE SKY LAWS.

dELiA*s Corp.

WARRANT

|Warrant No. 000002 |  | Dated: May 12, 2003
|------------------ |  | -------------------

dELiA*s
Corp., a Delaware corporation (the "Company"), hereby certifies that, for value received, Stephen I. Kahn or his registered
assigns (the "Holder") is entitled to purchase from the Company up to a total of 333,333 shares of Class A common stock, $.01 par value per share
(the "Common Stock"), of the Company (each such share, a "Warrant Share" and all such shares, the
"Warrant Shares") at an exercise price equal to $.37 per share (as adjusted from time to time as provided in Section 8, the
"Exercise Price"), at any time and from time to time from and after the date hereof and through and including the date that is two years after the date
hereof (the "Expiration Date"), and subject to the following terms and conditions.

1.Definitions.As used in this Warrant, the following terms shall have the following meanings:



2.Registration of Warrant.The Company shall register this Warrant, upon records to be maintained by the
Company for that purpose (the "Warrant Register"), in the name of the record Holder hereof from time to time. The Company may deem and treat the
registered Holder of this Warrant as the absolute owner hereof for the purpose of any exercise hereof or any distribution to the Holder, and for all other purposes, absent actual notice to the
contrary.

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3.Registration of Transfers.The Company shall register the transfer of any portion of this Warrant in the
Warrant Register, upon surrender of this Warrant, with the Form of Assignment attached hereto asExhibit Bduly completed and signed, to the
Company at its address specified herein. Upon any such registration or transfer, a new warrant to purchase Common Stock, in substantially the form of this Warrant (any such new warrant, a
"New Warrant"), evidencing the portion of this Warrant so transferred shall be issued to the transferee and a New Warrant evidencing the remaining
portion of this Warrant not so transferred, if any, shall be issued to the transferring Holder. The acceptance of the New Warrant by the transferee thereof shall be deemed the acceptance by such
transferee of all of the rights and obligations of a holder of a Warrant. Notwithstanding anything to the contrary contained herein, this Warrant may not be transferred, in whole or in part, by the
Holder without the Company's prior written consent.

4.Exercise and Duration of Warrants.



5.Delivery of Warrant Shares.



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6.Charges, Taxes and Expenses.Issuance of certificates for shares of Common Stock upon exercise of this
Warrant shall be made without charge to the Holder for any issue tax, withholding tax, transfer agent fee or other incidental tax or expense in respect of the issuance of such certificates, all of
which taxes and expenses shall be paid by the Company;provided,however, that the Company shall not be
required to pay any tax which may be payable in respect of any transfer involved in the registration of any certificates for Warrant Shares or Warrants in a name other than that of the Holder. The
Holder shall be responsible for all other tax liability that may arise as a result of holding or transferring this Warrant or receiving Warrant Shares upon exercise hereof.

7.Reservation of Warrant Shares.The Company covenants that it will at all times reserve and keep available out
of the aggregate of its authorized but unissued and otherwise unreserved Common Stock, solely for the purpose of enabling it to issue Warrant Shares upon exercise of this Warrant as herein provided,
the number of Warrant Shares which are then issuable and deliverable upon the exercise of this entire Warrant, free from preemptive rights or any other contingent purchase rights of Persons other than
the Holder (taking into account the adjustments and restrictions ofSection 8). The Company covenants that all Warrant Shares so issuable and
deliverable shall, upon issuance and the payment of the applicable Exercise Price in accordance with the terms hereof, be duly and validly authorized, issued and fully paid and nonassessable and free
from preemptive rights. The Company shall take all such actions as may be necessary to ensure that all such Warrant Shares may be so issued without violation by the Company of any applicable law or
governmental regulation or any requirements of any domestic securities exchange upon which shares of Common Stock or other securities constituting Warrant Shares may be listed.

8.Certain Adjustments.The Exercise Price and number of Warrant Shares issuable upon exercise of this Warrant
are subject to adjustment from time to time as set forth in thisSection 8.



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9.Certain Events.If any event occurs of the type contemplated by the provisions of Section 8hereof but not expressly
provided for by such provisions, then the Company's Board of Directors shall exercise its reasonable judgment
consistent with the fundamental intent of such provisions in making an appropriate adjustment in the Exercise Price and the number of Warrant Shares obtainable upon exercise of this Warrant so as to
protect the rights of the Holder of this Warrant.

10.Payment of Exercise Price.The Holder shall pay the Exercise Price in immediately available funds.

11.Fractional Shares.The Company shall not be required to issue or cause to be issued fractional Warrant
Shares on the exercise of this Warrant. If any fraction of a Warrant Share would, except for the provisions of this Section, be issuable upon exercise of this Warrant, the number of Warrant Shares to
be issued will be rounded up to the nearest whole share.

12.Replacement.Upon receipt of evidence reasonably satisfactory to the Company (an affidavit of the Holder
shall be satisfactory) of the ownership and the loss, theft, destruction or mutilation of any certificate evidencing this Warrant, and in the case of any such loss, theft or destruction, upon receipt
of indemnity reasonably satisfactory to the Company (provided that if the Holder is a financial institution or other institutional investor its own agreement shall be satisfactory), or, in the case of
any such mutilation upon surrender of such certificate, the Company shall (at Holder's expense) execute and deliver in lieu of such certificate a new certificate of like kind representing the same
rights represented by such lost, stolen, destroyed or mutilated certificate and dated the date of such lost, stolen, destroyed or mutilated certificate.

13.Notices.Any and all notices or other communications or deliveries hereunder (including without limitation
any Exercise Notice) shall be in writing and shall be deemed given and effective upon receipt if such notice or communication is (i) delivered via facsimile to the facsimile number specified in
this Section, (ii) sent by nationally recognized overnight courier service, (iii) personally delivered or (iv) sent by registered or certified mail, return receipt requested,
postage prepaid. The addresses for such notices or communications are as follows:

a) If to the Company, to:

dELiA*s Corp.
435 Hudson Street
New York, New York 10014
Attention:
Facsimile: (212) 590-6310b) If to the Holder, to:

Stephen I. Kahn
c/o dELiA*s
435 Hudson Street
New York, NY 10014


14.Warrant Agent.The Company shall serve as warrant agent under this Warrant. Upon 10 days' notice to
the Holder, the Company may appoint a new warrant agent. Any corporation into which the Company or any new warrant agent may be merged or any corporation resulting from any consolidation to which the
Company or any new warrant agent shall be a party or any corporation to which the Company or any new warrant agent transfers substantially all of its corporate trust or shareholders services business
shall be a successor warrant agent under this Warrant without any further act. Any such successor warrant agent shall promptly cause notice of its succession as warrant agent to be mailed (by first
class mail, postage prepaid) to the Holder at the Holder's last address as shown on the Warrant Register.

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15.Miscellaneous.



[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK,
SIGNATURE PAGE FOLLOWS]

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IN
WITNESS WHEREOF, the Company has caused this Warrant to be duly executed by its authorized officer as of the date first indicated above.

| |  | dELiA*s Corp.
| |  | -------------
| |  | By:          
| |  | Name:        
| |  | Title:       

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