EXHIBIT 10.53

PUT OPTION AGREEMENT
WITH RESPECT TO
THE HANOVER, PENNSYLVANIA DISTRIBUTION FACILITY

Put Option Agreement (this "Agreement") dated as of May 12, 2003, by and among Stephen I. Kahn, Geraldine
Karetsky, Evan Guillemin, Christopher C. Edgar (collectively, the "Investors") and dELiA*s Corp. (the
"Company").

WHEREAS,
concurrently with the execution of this Agreement, the Company and each Investor have entered a Securities Purchase Agreement pursuant to which the Company will sell each
Investor a certain number of shares of the Company's Class A Common Stock $.01 par value per share ("Common Stock");

WHEREAS,
the Company owns certain property located in Hanover, Pennsylvania that it utilizes as a distribution facility (the "Hanover
Facility");

WHEREAS,
the Hanover Facility is subject to that certain mortgage held by M&T First Bank, as successor in interest to Allfirst Bank, maturing on August 6, 2003 (the
"Mortgage");

WHEREAS,
the Investors desire to grant the Company, and the Company desires to accept the option to sell, at an aggregate price of $3 million (the "Option
Price"), the Hanover Facility to the Investors on the terms and conditions set forth below (the "Put Option"); and

WHEREAS,
in consideration for the Investors' grant of the Put Option, the Company desires to issue to each Investor, and each Investor desires to accept, a warrant redeemable for shares
of Common Stock (each a "Warrant").

NOW,
THEREFORE, in consideration of the foregoing and the mutual covenants and agreements set forth herein, the parties hereto intending to be legally bound agree as follows:

SECTION
1.    OPTION TO SELL THE HANOVER FACILITY

Section 1.1Grant of Put Option; Consideration.



Section 1.2Exercise of Put Option; Expiration.



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Section 1.3Closing.At the closing of the transactions contemplated by this Agreement, the Investors
shall deliver to the Company the Option Price which shall be used by the Company to satisfy the Mortgage and any payments due pursuant to it, and the Company shall deliver to the Investors documents
evidencing payment in full and release of all obligations pursuant to the Mortgage. In addition, the Company and the Investors shall execute and deliver to each other: (a) a contract of sale
for the sale of the Hanover Facility by the Company to the Investors and (b) a lease for the lease of the Hanover Facility by the Investors to the Company, each substantially on the terms set
forth onExhibit Chereto and otherwise in form and substance reasonably satisfactory to the parties; and (c) any other documents
necessary to effectuate the transactions contemplated by this Agreement. The closing of the transactions contemplated hereunder shall take place on the tenth business day after the Investors' receipt
of the Company's notice of exercise.

Section 1.4.Obligations of the Investors.Each Investor shall bear its pro rata share of the Option
Price. The "pro rata share" of each Investor shall equal such Investor's pro rata share of the Warrants granted hereunder and shall be in the aggregate amount set forth next to each Investor's name on Exhibit Dhereto. Upon exercise of the Put Option and consummation of the transactions described in this Agreement the Investors shall hold fee
title to the Hanover Facility, or shall hold an interest in a single purpose entity formed, owned and operated by the Investors to hold fee title to the Hanover Facility, according to their pro rata
share.

SECTION
2.    MISCELLANEOUS

Section 2.1.Representations, Warranties and Covenants of the Company.The Company represents and
warrants to the Investors that the Company holds the Hanover Facility free and clear of any pledges, liens security interests, claims or other encumbrances of any kind except as set forth in the
Mortgage. The Company covenants that, during the Exercise Period, the Company will not cause or suffer to exist any pledges, liens security interests, claims or other encumbrances of any kind except
as currently exist in the Mortgage.

Section 2.2.Remedies.If any party to this Agreement shall default on its obligations hereunder, the
non-defaulting parties shall be entitled, in their sole discretion, to demand specific performance (without the need for posting of any bond or furnishing any other security or showing
actual damage). If any Investor defaults on its obligations hereunder, the defaulting Investor shall forfeit all rights to the Warrants, and any Warrant issued to such defaulting Investor shall be
returned to and cancelled by the Company.

Section 2.3.Amendments and Waivers.No amendment or waiver of any provision of this Agreement shall be
effective unless the same shall be in writing and signed by the parties hereto.

Section 2.4Notices.All notices and other communications pursuant to this Agreement shall be in writing
and mailed or sent to the other party at its address set forth on the signature page below or at such other address as shall be designated by such party in a written notice to the other party.

Section 2.5Governing Law; Venue.This Agreement shall be governed by and construed in accordance with
the laws of the State of New York without giving effect to principles of conflict of laws thereof. Any dispute between the parties in connection with the subject matter of this Agreement shall be
resolved in the federal or New York State courts located in New York City.

Section 2.6Headings.The descriptive headings contained herein are for convenience only and shall not
effect in any way the meaning or interpretation of this Agreement.

Section 2.7Assignment.This Agreement and the Put Option are personal to the Company, and may not be
assigned by it without express prior written consent by the Investors specifically referring to this Agreement.

Section 2.8Counterparts.This Agreement may be executed in two or more counterparts, each of which shall
be deemed an original, but all of which together shall constitute one and the same instrument.

[END
OF TEXT]

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IN
WITNESS WHEREOF, the parties have caused this Put Option Agreement to be duly executed on the day and year first written above.

|dELiA*s Corp.                |                          |                       |                                            
|---------------------------- | ------------------------ | --------------------- | -------------------------------------------
|By:                          | /s/STEPHEN I. KAHN       |                       | /s/STEPHEN I. KAHN                         
|Name:                        | Stephen I. Kahn          |                       | Stephen I. Kahn                            
|Title:                       | Chairman and CEO         |                       | Address:                                   
|Address for notice purposes: |                          | /s/GERALDINE KARETSKY
|                             | 435 Hudson Street        |                       | Geraldine Karetsky                         
|                             | New York, New York 10014 |                       | Address:                                   
|                             |                          |                       | /s/EVAN GUILLEMINEvan Guillemin            
|                             |                          |                       | Address:                                   
|                             |                          |                       | /s/CHRISTOPHER C. EDGARChristopher C. Edgar
|                             |                          |                       | Address:                                   

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Exhibit A

Form of Warrant

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Exhibit B

Warrant Grants

Investors

Number of shares of Class A Common Stock, par value $0.1 per share for which warrant is redeemableStephen I. Kahn

333,333Geraldine Karetsky

222,222Evan Guillemin

16,667Christopher C. Edgar

27,778


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Exhibit C

Term Sheet for Contract of Sale and Lease

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Exhibit D

Investors' Obligations

Investors

ObligationStephen I. Kahn

1,666,800Geraldine Karetsky

1,111,200Evan Guillemin

83,400Christopher C. Edgar

130,600


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