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INTERCOMPANY INDEMNIFICATION AGREEMENT

This is an actual contract by dELiA*s.

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Sectors: Retail, Internet
Governing Law: New York, View New York State Laws
Effective Date: January 01, 1999
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FORM OF INTERCOMPANY INDEMNIFICATION AGREEMENT



This Intercompany Indemnification Agreement (this "Agreement") is made and entered into as of the __ day of ____________, 1999 by and between iTurf Inc., a Delaware corporation (the "Company"), and dELiA*s Inc., a Delaware corporation ("dELiA*s").





THE PARTIES HEREBY AGREE AS FOLLOWS:



1. Definitions



1.1 "Dispute Period" means the period ending 30 days following receipt by an Indemnifying Party of a Claim Notice (as hereinafter defined).



1.2 "Effective Date" means the date on which the initial public offering of iTurf Inc. is completed or such earlier date as the parties hereto agree in writing.



1.3 "Indemnified Party" means any party seeking indemnity under this Agreement.



1.4 "Indemnifying Party" means the party from whom indemnification is sought under this Agreement.



1.5 "Loss" means any and all actual costs or expenses (including, without limitation, counsel's fees billed at standard hourly rates and expenses as and when incurred, in connection with any action, claim or proceeding relating thereto), judgments, amounts paid in settlement, fines, penalties, assessments and taxes. Notwithstanding the foregoing, Loss shall be reduced to reflect any insurance proceeds actually recovered by the Indemnified Party relating to such claim, provided that this reduction shall not be applied if to do so would excuse any insurer from any obligation to cover any loss. If the Indemnified Party receives insurance proceeds after it receives indemnity hereunder, then the Indemnified Party, within 10 days of receipt of such proceeds, shall pay to the Indemnifying Party the amount by which the Indemnifying Party's payment would have been reduced if the insurance proceeds had been received before the indemnity payments.



1.6 "Newco" means iTurf Finance Company, Inc., the wholly-owned subsidiary of the Company.



1.7 "Person" means any natural person, legal entity or other organized group of persons or entities.



1.8 "Purchased Shares" means those shares of common stock of dELiA*s purchased by Newco in connection with the initial public offering of the Company.



1.9 "Subsidiary" with respect to any Person means any corporation, partnership or other entity for which more than 50% of the voting securities are directly or indirectly owned by such Person, except that iTurf and its Subsidiaries shall not be deemed to be Subsidiaries of dELiA*s.











1.10 "Third Party Claim" means all claims, suits, actions, proceedings, judgments, deficiencies, damages, settlements, liabilities, and legal and other expenses as and when incurred asserted by a Person other than the Company or dELiA*s or any of their respective affiliates in respect of which an Indemnified Party might seek indemnity.



2. Indemnification



2.1 Indemnification by the Company and dELiA*s.



(a) The Company agrees to indemnify and hold dELiA*s and its officers, directors, employees, subsidiaries, affiliates and agents harmless against and in respect of any and all Losses and Third Party Claims arising out of or based upon (i) the negligence or willful misconduct of the Company or any of its Subsidiaries, (ii) any breach by the Company of any agreement between the parties hereto that is described in the Form S-1 (as defined below) as the same may be amended (iii) all liabilities of the parties and their respective subsidiaries (whenever arising, whether prior to, at or following the Effective Date) arising out of or in connection with or otherwise relating to the management or conduct before or after the Effective Date of the business of the Company; and (iv) the failure by the Company or any of its Subsidiaries to pay, perform or otherwise promptly discharge any of its or its Subsidiaries' liabilities (whenever arising whether prior to, at or following the Effective Date).



(b) dELiA*s agrees to indemnify and hold the Company and its officers, directors, employees, subsidiaries, affiliates and agents harmless against and in respect of any and all Losses and Third Party Claims arising out of or based upon (i) the negligence or willful misconduct of dELiA*s or any of its Subsidiaries, (ii) any breach by dELiA*s of any agreement between the parties hereto that is described in the Form S-1 (as defined below) as the same may be amended (iii) all liabilities of the parties and their respective subsidiaries (whenever arising, whether prior to, at or following the Effective Date) arising out of or in connection with or otherwise relating to the management or conduct before or after the Effective Date of the business of dELiA*s, other than the business of the Company; and (iv) the failure by dELiA*s or any of its Subsidiaries to pay, perform or otherwise promptly discharge any of its or its Subsidiaries' liabilities (whenever arising whether prior to, at or following the Effective Date).



(c) dELiA*s agrees to indemnify and hold Company and its officers, directors, employees, subsidiaries, affiliates and agents harmless against and in respect of any and all Losses incurred by any of them by reason of, or arising out of (a) any liability for income and franchise taxes arising out of the inclusion of the Company and any Subsidiaries in any consolidated federal income tax return, or any consolidated, combined or unitary state or local tax return, of dELiA*s, except for any such liability as is directly attributable to the operations of the Company and any Subsidiaries, and (b) any liability or obligations of any entity, whether or not incorporated, which is or was part of a controlled group or under common control with the Company or otherwise treated as a "single employer" with the Company within the meaning of Section 414(b), (c), (m) or (o) of the Internal Revenue Code of 1986, as amended (the "Code") or under Section 4001 of the Employee Retirement Income Security Act of 1974, as amended ("ERISA") (other than the Company or any Subsidiary), with respect to any "employee benefit plan" (as defined in Section 3(3) of ERISA)











established, maintained, sponsored or contributed to by such entity, including, but not limited to (i) liabilities for complete and partial withdrawals under any "multiemployer plan" (as defined in Section 3(37) of ERISA) pursuant to Section 420
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