AGREEMENT AND GENERAL RELEASE

Employee Benefit Plans: If applicable, Employee shall be permitted to continue to

participate in the Medical and/or Dental Plans (“Plans” or “Plan”) that were in effect for the Employee on the day immediately preceding the Separation Date through January, 2012 at the current employee rate. Notwithstanding anything to the contrary contained herein, it is agreed and understood that in the event medical and/or dental insurance coverage becomes available as a result of obtaining other employment, then in that event, Employee shall promptly notify the Company and the medical and dental insurance coverage described herein shall cease. It is further understood and agreed that dELiA*s, in its sole discretion, may from time to time, during the period following Employee’s separation, increase or decrease the monthly contributions or change Plan provisions. If such changes are implemented, Employee’s contributions and/or coverage will change in the same manner as for other active employees participating in the Plan. The medical benefit continuation referred to in this paragraph will be provided through COBRA. Employee contributions for this coverage will remain at the same level an active employee pays under the group plan. If medical coverage is elected beyond this period, the full COBRA rates will apply. Employee will not be entitled to participate in the Company’s short term or long term disability plans or its life insurance program after the Separation Date.

Employee expressly releases and forever discharges the Company and its representatives, agents, predecessors, successors, parent companies, subsidiaries, affiliates, principals and insurers (and their current and former officers, directors, employees, agents, shareholders, successors and assigns), and any and all employee benefit plans (and any fiduciary of such plans) sponsored by any of them, and all other persons, firms or corporations who might be claimed to be liable by Employee, from any and all claims, actions, causes of action, losses, damages (including actual, liquidated, compensatory, punitive or other damages), demands, promises, agreements, obligations, costs, expenses and attorneys fees, known or unknown, which Employee now has or may later discover or which may hereafter exist against them, or any of them, in connection with or arising directly or

indirectly out of or in any way related to any and all matters, transactions, events or other things occurring prior to the effective date of this Agreement, including those arising out of or in connection with Employee’s employment with dELiA*s or arising out of events, facts or circumstances which either preceded, flowed from or followed the cessation of Employee’s employment with dELiA*s, or which occurred during the course of Employee’s employment with dELiA*s or incidental thereto, and including but not limited to any arising under Title VII of the Civil Rights Act of 1964, as amended; the Age Discrimination In Employment Act of 1967, as amended; the Civil Rights Act of 1991, as amended; the Employee Retirement Income Security Act of 1964, as amended; the Family and Medical Leave Act, as amended; 42 U.S.C. Sections 1981 through 1988; the New York Human Rights Law; the New York City Administrative Code; Worker Adjustment Retraining and Notification Act; the Occupational Safety and Health Act; the American’s with Disabilities Act; the Fair Credit Reporting Act; the Immigration Reform Control Act; the National Labor Relations Act; the Fair Labor Standards Act; or under any other federal, state or local civil or human rights law or any other local, state or federal law, ordinance and regulation, or under any public policy, contract (whether oral or written, express or implied), tort or common law. Notwithstanding the foregoing release and waiver of legal rights and claims, nothing in this Agreement shall affect, or be construed to affect, any of Employee’s vested or accrued rights and benefits in any retirement, pension, or welfare benefit plan of the Company.

Employee affirms that Employee has not filed, caused to be filed, and presently is not a party to any claim, complaint or action against the Company in any forum or form. Employee further affirms that Employee has been paid and/or has received all leave (paid or unpaid), compensation, wages, bonuses, commissions, and/or benefits to which Employee may have been entitled and that no other leave (paid or unpaid), compensation, wages, bonuses, commissions and/or benefits are due to Employee. Employee furthermore affirms that Employee has no known workplace injuries or occupational diseases and had been provided and/or has not been denied any leave requested under the Family Medical Leave Act and/or any other federal, state or local leave law. Employee further affirms Employee has not complained of and is not aware of any fraudulent activity or any act(s) which would form the basis of a claim of fraudulent or illegal activity against the Company. In the event Employee is subject to subpoena, court order or otherwise compelled to testify, appear or provide information regarding the Company, within (3) days of Employee’s receipt of said subpoena, court order or other notification, Employee will provide written notice, via facsimile transmission and mail to dELiA*s, 50 West 23^rd Street, New York, New York 10010, Attention: Legal Department; Facsimile Number (212)  ###-###-#### without regard to who brought the action, suit, cause of action or claim.

Employee agrees that Employee will make no statements or remarks to anyone, including any of Employee’s potential employers or to the Company suppliers, vendors or customers, about dELiA*s, Inc. or any of the entities and persons described in Paragraph 7 (A) above, that are disparaging, derogatory or defamatory to them. A breach of this provision shall be

considered a material breach of this Agreement. Likewise, dELiA*s agrees that it shall use its reasonable best efforts to cause it’s Board of Directors, CEO, CFO, COO, General Counsel and V.P, of Human Resources, to make no statements or remarks to anyone, including any of Employee’s potential employers, about Employee’s work performance, conduct, or reasons for or circumstances surrounding her separation which is in any way disparaging, derogatory or defamatory to Employee with the understanding that as a public company dELiA*s will need to publicly disclose Employee’s departure from dELiA*s.

Employee agrees that in the event Employee materially breaches or violates any provision of this Agreement then the Company, in addition to any other rights or remedies it may have, shall have no obligation to make any further payments otherwise due Employee pursuant to this Agreement and the Company shall be entitled to recover from Employee any sums paid or expenses incurred by the Company on behalf of the Employee pursuant to this Agreement without reinstatement of any claim or demand Employee has settled through this Agreement; provided, however, this provision does not apply to any claims brought pursuant to the Age Discrimination in Employment Act or the Older Worker’s Benefits Protection Act. If

dELiA*s breaches any material term of this agreement, upon proof of such breach in a court of competent jurisdiction, Employee shall be entitled, in addition to all damages recoverable by law, to recover her reasonable attorney’s fees and litigation expenses incurred in pursuing the claim for breach.

In the event it shall be determined that there is ambiguity contained in this Agreement, said ambiguities shall not be construed against any party hereto as a result of such party’s

preparation of this Agreement, but shall be construed in favor or against either of the parties hereto in light of all the facts, circumstances and intentions of the parties at the time this Agreement goes into effect.

Notwithstanding anything to the contrary contained in this Agreement, Employee shall have the right to revoke this Agreement for a period of seven (7) days following execution of the Agreement by both parties. It is agreed and understood that this Agreement will not become effective until the expiration of the seven (7) day period. If Employee elects to revoke this Agreement, upon revocation, this Agreement shall be deemed null and void and Employee shall not receive payment hereunder. Revocation should be made by providing notice to the Company in accordance with Paragraph 24 below, which notice must be received by dELiA*s no later than the close of business on the seventh (7^th) day after the date upon which the Agreement is executed by both parties.

/s/ Walter Killough

/s/ Michele Donnan Martin

Sworn and subscribed

/s/ Marc G. Schuback

/s/ Denise Murray