Exhibit 10.45

|SIXTH AMENDMENT TO          |  |                                   
|--------------------------- |  | ----------------------------------
|LOAN AND SECURITY AGREEMENT |  | Wells Fargo Retail Finance II, LLC
|769139.5                    |  |                                   

Execution Date: April 28, 2003
Effective Date: April 28, 2003

THIS
SIXTH AMENDMENT is made to the September 24, 2001 Loan and Security Agreement (the "Loan Agreement"), as amended by a certain
First Amendment dated October 29, 2001, a certain Second Amendment dated October 21, 2002, a certain Third Amendment dated as of November 30, 2002, a certain Fourth Amendment
dated February 7, 2003, and a certain Fifth Amendment dated February 24, 2003 between



in
consideration of the mutual covenants contained herein and benefits to be derived herefrom.



From and after the execution of this Amendment, as of the Effective Date, the Loan Agreement is amended as follows:

New Definitions

"Accounts Receivable Activation Date:" The first Business Day after completion of each and all of the following to the satisfaction, where
applicable, of the Lender in the Lender's sole and exclusive discretion:



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"Availability Block: A permanent "Availability Block" (so-called) in an amount equal to the lesser of: (i) 10% of the
Borrowing Base, at any time, or (ii) $1,500,000.00. Upon completion of the next appraisal of Inventory (contemplated to be on or before June 30, 2003), and so long as the appraisal does
not indicate a decline in value of 4 points or more from the average contained in the December, 2002 appraisal, then the figure "$1,500,000.00" shall be reduced to $750,000.00.

"Credit Card Advance Rate": 80%

"Eligible Credit Card Receivables": Under 4 business day accounts due on a non-recourse basis from major credit card
processors (which, if due on account of a private label credit card program, are deemed in the discretion of the Lender to be eligible).

Amended Definitions











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Business Terms

961Delia's Outlet Liquidations

$
227,490962Delia's Premier Liquidations

$
684,048971Delia's Outlet RTV

$
2,858972Delia's Premier RTV

$
64,037981Delia's Premier Damages

$
173,824982Delia's Outlet Damages

$
0.00991Outlet Discrepancy Store

$
0.00992Premier Discrepancy Store

$
3,503998Dummy Store

$
0.00000Distribution Warehouse

$
0.00010Event Sale Warehouse

$
0.00


The
Lender reserves its right as set forth under the Loan Agreement to increase the amounts of the foregoing Reserves, or to establish additional Reserves, in the Lender's sole and
exclusive discretion. Any such increase to an existing Reserve or establishment of a new Reserve shall take effect upon the next Business Day after receipt by the borrower of written notice thereof
from the Lender.

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(i)
Customer Credit Liabilities:

In the amount of 50% of the outstanding retail and 50% of the outstanding catalog liabilities outstanding for 365 days or fewer.(ii)
Documentary L/C's:

In an amount equal to the aggregate of (i) 50% of the then outstanding face amount of all such L/C's that have been open for fewer than 46 days, and (ii) 100% of the then outstanding face amount of all such L/C's that have been open for greater than
45 days, as shown on the daily Borrowing Base Certificate.(iii)
Self-funded insurance:

In an amount equal to the aggregate sum of all amounts paid over the past three months.(iv)
Rent, in landlord lien states:

In an amount equal to one month's rent for all stores located in the states of Pennsylvania, Virginia, or Washington.(v)
Rent, where liens have been granted to landlords:

In an amount equal to one month's rent for all applicable locations.(vi)
Past due rent and common area maintenance charges:

An amount equal to 100% of the applicable amounts.(vii)
Sales tax:

An amount equal to 100% of the applicable amounts.


The
Lender reserves its right as set forth under the Loan Agreement to increase the amounts of the foregoing Reserves, or to establish additional Reserves, in the Lender's sole and
exclusive discretion. Any such increase to an existing Reserve or establishment of a new Reserve shall take effect upon the next Business Day after receipt by the borrower of written notice thereof
from the Lender.



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On or before the execution of this Amendment, the Borrowers have presented to the Lender (i) an updated 13-week cash flow projection for the
succeeding 13 weeks, and (ii) a business plan dated March 13, 2003 with respect to the Borrowers' projected business operations for the
succeeding 12 months (collectively, the "Business Plan"), a copy of which is annexed hereto marked Schedule 1. The Borrowers warrant and
represent to the Lender that the Business Plan represents the Borrowers' good faith and reasonable estimation of the projected financial performance of the Borrowers' business for the periods set
forth therein and is based upon estimates and assumptions stated therein, all of which the Borrowers believe to be reasonable and fair in light of conditions and facts known to management of the
Borrowers as of the date of the preparation thereof (it being understood and acknowledged by the Lender that such financial performance as it relates to future events is not to be viewed as
representations or warranties that such events will occur, and that actual results may differ from such projected financial performance).



1.     The
Borrower has advised the Lender that the Borrower is in default of the Loan Agreement and the Fifth Amendment due to (i) the Borrower's failure to maintain
required inventory levels, and (ii) the Borrower's failure to comply with all financial reporting requirements (collectively, the "Existing Events of
Default"). The Lender hereby waives, as of the Effective Date, the Existing Events of Default.



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This Amendment shall not take effect unless and until each and all of the following have been consummated, all on terms and conditions acceptable to the Lender,
in the Lender's sole and exclusive discretion:

1.     Execution
of this Amendment and each of the other documents, instruments, and agreements contemplated herein.

2.     Receipt
by the Lender of duly executed and issued resolutions confirming the authority of the Borrowers to enter into this Amendment.

3.     Confirmation
by the Lender of receipt from the Borrower of all reporting requirements under the Loan Agreement which were to have been delivered to the Lender on or
before the Execution Date.

4.     Receipt
by the Lender of $37,500.00 constituting the first installment of the Amendment and Extension Fee.



1.     The
Borrowers acknowledge and consent to the fact that the Loan Agreement and each of the other Loan Documents have been assigned by Wells Fargo Retail Finance, LLC to
Wells Fargo Retail Finance II, LLC, and that Wells Fargo Retail Finance II, LLC is now the Lender for all purposes with respect to the Loan Agreement and each of the other Loan Documents.

2.     The
Borrowers and each Guarantor, by executing this Amendment where indicated below, hereby ratify, confirm, and reaffirm all and singular the terms and conditions of the
Loan Documents. The Borrowers and Guarantors further acknowledge and agree that, except as specifically modified in this Amendment, all terms and conditions of the Loan Documents shall remain in full
force and effect. Further, the Borrowers acknowledge and agree that any failure of the Borrowers to perform in accordance with the terms and conditions of this Amendment shall constitute an Event of
Default under the Loan Agreement.

3.     The
Borrowers represent and warrant that there is not presently pending or threatened by or against any of the Borrowers any suit, action, proceeding, or investigation
which, if determined adversely to any of the Borrowers, could reasonably be expected to have a Material Adverse Effect.

4.     The
Borrowers acknowledge and agree that there is no basis nor set of facts on which any amount (or any portion thereof) owed by the Borrowers or any Guarantor under any
Loan Document could be reduced, offset, waived, or forgiven, by rescission or otherwise; nor is there any claim, counterclaim, offset, or defense (or other right, remedy, or basis having a similar
effect) available to any of the Borrowers or to any Guarantor with regard thereto; nor is there any basis on which the terms and conditions of any of the Liabilities could be claimed to be other than
as stated on the written instruments which evidence such Liabilities.

5.     The
Borrowers and each Guarantor, by executing this Amendment where indicated below, hereby acknowledge and agree that they have no offsets, defenses, claims, or
counterclaims against the Lender or the Lender's officers, directors, employees, attorneys, representatives, parent, affiliates, predecessors, successors, and assigns with respect to the Liabilities
or otherwise, and that if the Borrowers now have, or ever did have, any offsets, defenses, claims, or counterclaims against the Lender or the Lender's officers, directors, employees, attorneys,
representatives, parent, affiliates, predecessors, successors, and assigns, whether known or unknown, at law or in equity, from the beginning of the world through this date and through the time of
execution of this Amendment, all of them are hereby expresslyWAIVED, and the Borrowers each hereby RELEASEthe Lender and the

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Lender's
officers, directors, employees, attorneys, representatives, parent, affiliates, predecessors, successors, and assigns from any liability therefor.

6.     The
Borrowers and the Guarantors shall, from and after the execution of this Amendment, execute and deliver to the Lender whatever additional documents, instruments, and
agreements that the Lender reasonably may require in order to vest or perfect the Loan Documents and the Collateral granted therein more securely in the Lender and to otherwise give effect to the
terms and conditions of this Amendment

7.     The
Borrowers agree that upon the filing of any Petition for Relief by or against any one or more of the Borrowers under the United States Bankruptcy Code, the Lender
shall be entitled to immediate and complete relief from the automatic stay, and the Lender shall be permitted to proceed to protect and enforce its contractual and state law rights and remedies. The
Borrowers hereby expressly assent to any motion filed by the Lender seeking relief from the automatic stay. The Borrowers further hereby expresslyWAIVEthe protections afforded under Section 362 of the United States Bankruptcy Code with respect to the Lender.

8.     The
Borrowers shall pay on demand all reasonable costs and expenses of the Lender, including without limitation, reasonable attorneys' fees heretofore or hereafter
incurred by the Lender in connection with the loan arrangement maintained with the Borrowers, the Loan Agreement and any of the other Loan Documents, or in connection with the preparation,
negotiation, execution, and delivery of this Sixth Amendment. The Lender is hereby authorized to pay all those costs and expenses by making advances under the Revolving Credit from time to time,
whether or not sufficient Availability exists therefor, and whether or not the Lender is otherwise making loans and advances to the Borrowers at that time.

9.     This
Amendment shall be binding upon the Borrowers and the Borrowers' respective employees, representatives, successors, and assigns, and shall inure to the benefit of
the Lender and the Lender's successors and assigns. This Amendment and all documents, instruments, and agreements executed in connection herewith incorporate all of the discussions and negotiations
between the Borrowers and the Lender, either expressed or implied, concerning the matters included herein and in such other documents, instruments and agreements, any statute, custom, or usage to the
contrary notwithstanding. No such discussions or negotiations shall limit, modify, or otherwise affect the provisions hereof. No modification, amendment, or waiver of any provision of this Amendment,
or any provision of any other document, instrument, or agreement between the Borrowers and the Lender shall be effective unless executed in writing by the party to be charged with such modification,
amendment, or waiver, and if such party be the Lender, then by a duly authorized officer thereof.

10.   Terms
used in this Sixth Amendment which are defined in the Loan Agreement are used as so defined.

11.   This
Sixth Amendment may be executed in several counterparts and by each party on a separate counterpart, each of which when so executed and delivered shall be an
original, and all of which together shall constitute one instrument.

12.   In
connection with the interpretation of this Amendment and all other documents, instruments, and agreements incidental hereto:



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[Signatures
follow]

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[Signature
Page to Sixth Amendment]

| |  | dELiA*S CORP.
("LEAD BORROWER")                                                                        
| |  | -------------------------------------------------------------------------------------------------------
| |  | By                                                                                                     
| |  |                                                                                                        
| |  | Title:                                                                                                 
| |  | dELiA*S CORP.
dELiA*S OPERATING COMPANY
dELiA*S DISTRIBUTION COMPANY
dELiA*S RETAIL COMPANY
"BORROWERS"
| |  | By                                                                                                     
| |  |                                                                                                        
| |  | Title:                                                                                                 
| |  | WELLS FARGO RETAIL FINANCE II, LLC
("LENDER")                                                          
| |  | By                                                                                                     
| |  |                                                                                                        
| |  | Title:                                                                                                 



|Acknowledged and Agreed:
("Guarantors") |                  
|--------------------------------------- | -----------------
|iTurf Finance Company                   |                  
|By:                                     | /s/EVAN GUILLEMIN
|                                        |                  
|Title:                                  | CFO              
|dELiA*S Group, Inc.                     |                  
|By:                                     | /s/EVAN GUILLEMIN
|                                        |                  
|Title:                                  | CFO              
|dELiA*S Properties, Inc.                |                  
|By:                                     | /s/EVAN GUILLEMIN
|                                        |                  
|Title:                                  | Treasurer        

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