Letter Agreement dated December 6, 2005



 Exhibit 10.23.2 
  
 WELLS FARGO RETAIL FINANCE II, LLC 
 One Boston Place, 19th Floor 
 Boston, Massachusetts 02108 
  
 December 6, 2005 
  
 dELiA*s Assets Corp. and 
 the other Borrowers named in the 
 Loan Agreement referred to below 
 435 Hudson Street 
 New York, NY 10014 
  
 Dear Ladies and Gentlemen: 
  
 Reference is made to that certain Amended and Restated Loan and Security Agreement, dated as of October 14, 2004 (the “Loan Agreement”), by and among dELiA*s Assets Corp. (formerly known as dELiA*s Corp.), the
other borrowers signatory thereto and Wells Fargo Retail Finance II, LLC (the “Lender”). Capitalized terms used herein without definition shall have the respective meanings ascribed to them in the Loan Agreement. 

 
 You have advised us that Alloy, Inc. (“Alloy”)
plans to engage in a “Spinoff” (as defined in the Registration Statement of dELiA*s, Inc. (the “New Parent”) on Form S-1 filed with the Securities and Exchange Commission on September 7, 2005, as amended or
supplemented (the “Registration Statement”)) of the New Parent and its subsidiaries, as provided in such Registration Statement. You have also advised us that, in connection with the Spinoff, Alloy will cause the New Parent
to directly or indirectly own, of record, all of the issued and outstanding shares of capital stock of, or all of the membership interests in, the Lead Borrower, each other Borrower and each Guarantor, all as more fully described in the Registration
Statement. 
  
 Accordingly, the Lead Borrower, the other
Borrowers, and the Lender hereby agree as follows: 
  
 1. Consent Corporate Reorganization. The Lender hereby: 
  
 (A) Consents to the corporate reorganization of the Lead Borrower, the other Borrowers, and the Guarantors as contemplated by the Spinoff, including all actions taken by Alloy to cause the New Parent to directly or
indirectly own, of record, all of the issued and outstanding shares of capital stock of, or all of the membership interests in, the 








 
Lead Borrower, each other Borrower, and each Guarantor, and hereby waives any Default or Event of Default under any Loan Document resulting therefrom or from
any Change of Control on account thereof; and 
  
 (B) Agrees to
terminate the Make Whole Agreement (the “Make Whole Agreement”) dated October 14, 2004 entered into by Alloy in favor of the Lender in connection with the transactions contemplated by the Loan Agreement and to release
Alloy from its obligations under the Make Whole Agreement, all as provided in, and subject to the terms and conditions of, a letter agreement dated December 6, 2005 entered into by and between Alloy and the Lender. 
  
 2. Conditions to Consent. To induce the Lender to
consent to the corporate reorganization and release Alloy from its obligations under the Make Whole Agreement, the Lead Borrower and each other Borrower agrees that unless and until both (i) the Closing has occurred on the subscription for
MLF’s pro rata share of the Rights (as defined in the Standby Purchase Agreement referred to below) and, if necessary, the Backstop Amount and MLF has paid the Exercise Price for such pro rata share of the Rights and, if necessary, the Backstop
Amount (as each of the terms “Backstop Amount” and “Exercise Price” is defined in Section 2 of that certain Standby Purchase Agreement dated as of September 7, 2005 entered into by and among Alloy, dELiA*s, Inc., and
MLF Investments, LLC), and (ii) the Lead Borrower and each other Borrower have closed on that certain Second Amended and Restated Loan and Security Agreement (the “2005 Loan Agreement”) currently being negotiated and
contemplated to be entered into with the Lender, and have executed and delivered each and all of the documents, instruments, and agreements incidental thereto, all on terms and conditions acceptable to the Lender, then, from and after the date of
this Letter Agreement and until the 2005 Loan Agreement shall have been executed and delivered, and notwithstanding anything to the contrary contained in the Loan Agreement: 
  
 (A) The “Availability Block” shall be established at all times in the amount of $2,500,000.00; 
  
 (B) Only Prime Rate Loans shall be made by the Lender. The ability of the
Lead Borrower to request that a Revolving Credit Loan be made as a LIBOR Loan, or to convert a Revolving Credit Loan to a LIBOR Loan, or to continue a Revolving Credit Loan as a LIBOR Loan, shall be suspended, and the only Revolving Credit Loans
made shall be Prime Rate Loans. Further, upon the expiry of the Interest Period for any existing LIBOR Loan, each such LIBOR Loan shall be converted to a Prime Rate Loan; and 
  
 (C) The Borrowers shall pay to the Lender a fee on account of outstanding L/C’s, the issuance of which had been
procured by the Lender, quarterly in arrears, equal to the following per annum percentages of the average Stated Amount of the following categories of L/C’s outstanding during the subject quarter: 
  
 (i) Standby L/C’s: At a per annum rate equal to 1.20%.








 (ii) Documentary L/C’s: At a per annum rate equal to 1.20%. 
  
 3. Beneficiaries. Each Guarantor (i) assents to
the foregoing terms and conditions and (ii) shall be an intended third party beneficiary hereof. 
  

			
	 Very truly yours,

	
	 Wells Fargo Retail Finance II, LLC

		
	By:	 	     /s/ Francis D. O’Connor

	 	 	 Name: Francis D. O’Connor

	 	 	 Title: Senior Vice President



  

			
	 Accepted and agreed to by:

	
	 (the Borrowers)
 dELiA*s Assets Corp. (formerly dELiA*s Corp.)
 Alloy Merchandise, LLC
 Skate Direct, LLC
 dELiA*s Operating Company
 dELiA*s Retail Company

		
	By:	 	     /s/ Walter Killough

	 	 	 Name: Walter Killough

	 	 	 Title: Chief Operating Officer


  
 Assented to by: 
  
 (the
“Guarantors”) 
 dELiA*s Group Inc. 
 dELiA*s Distribution Company 
 AMG Direct, LLC 
 iTurf Finance Company 
 dELiA*s Properties Inc. 
 Alloy Merchandising Group, LLC 

			
		
	By:	 	     /s/ Walter Killough

	 	 	 Name: Walter Killough

	 	 	 Title: Chief Operating Officer