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[Letterhead of Delia*s Inc.] June 29, 1998 American Retail Enterprises, L.P. 1620 Grand Avenue Baldwin, New York 11510 Attention: Mr William Siegel Re: Amendment No. 1 Ladies and Gentlemen: We Refer You to That Certain Asset Purchase Agreement Dated June 1, 1998 (The "Agreement") Among Screeem! Inc., a Delaware Corporation, Delia*s Inc., a Delaware Corporation, American Retail Enterprises, L.P., a New York Limited Partnership, Retail Apparel Service Corp., a New York Corporation, Landmark Pants Corp., a New York Corporation, and the Entities Listed on Annex I to the Agreement. Capitalized Terms Used but Not Otherwise Defined Herein Have the Meanings Ascribed to Them in the Agreement. We Write to You in Your Capacity as Companies' Agent Pursuant to Section 15.14 of the Agreement. This Is to Confirm That We Have Agreed to Amend the Agreement to Change the References to "June 30, 1998" in Sections 7.4 and 14.1(c) to Be References to "July 17, 1998". This Is Also to Advise You That, in Accordance With the Agreement, We Have Assigned the Right to Acquire the Intellectual Property, and Delegated Related Obligations, to Delia*s Properties Inc., a Delaware Corporation and an Affiliate of Parent, and That Parent Remains Liable Under the Agreement. the Relevant Documents to Be Executed and Delivered Under Sections 9.8 and 10.10 of the Agreement Should Be Conformed to This. <page> Please Confirm Your Agreement to the Change and Your Acknowledgment of the Assignment by Signing and Returning to US a Copy of This Letter. Very Truly Yours, Delia*s Inc. By: Alex Navarro, Senior Vice President Screeem! Inc. By: Alex Navarro, Senior Vice President Agreed and Acknowledged: American Retail Enterprises, L.P. as Companies' Agent By: Landmark Pants Corp. General Partner By: William Siegel, Vice President By: Gary Sugarman, Vice President By: The Pants Set, Inc. General Partner By: William Siegel, President By: Gary Sugarman, Vice President
