sec document

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Ds8YPnP8Gn2XoCgOylVeWK/DHSVZ5Ski6gCqW4Mp0NDX9qWm1h1PJm9xBaaleFgb pYi0ZGribRpKWNjd1kR3Rw== 0000921895-05-001594.txt : 20050923 0000921895-05-001594.hdr.sgml : 20050923 20050923153514 ACCESSION NUMBER: 0000921895-05-001594 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20050923 DATE AS OF CHANGE: 20050923 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MLF INVESTMENTS LLC CENTRAL INDEX KEY: 0001162627 IRS NUMBER: 593755675 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 2401 W BAY DR STREET 2: STE 124 CITY: LARGO STATE: FL ZIP: 33770 BUSINESS PHONE: 727 501 1510 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ALLOY INC CENTRAL INDEX KEY: 0001080359 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-CATALOG & MAIL-ORDER HOUSES [5961] IRS NUMBER: 043310676 STATE OF INCORPORATION: DE FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-58053 FILM NUMBER: 051100495 BUSINESS ADDRESS: STREET 1: 151 WEST 26TH STREET STREET 2: 11TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10001 BUSINESS PHONE: 2122444307 MAIL ADDRESS: STREET 1: 151 WEST 26TH STREET STREET 2: 11TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10001 FORMER COMPANY: FORMER CONFORMED NAME: ALLOY ONLINE INC DATE OF NAME CHANGE: 19990309 FORMER COMPANY: FORMER CONFORMED NAME: ALLOY COM INC DATE OF NAME CHANGE: 19990224 SC 13D/A 1 sc13da1005327004_09072005.htm sec document

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549
                               -------------------

                                  Schedule 13D

                                 (Rule 13d-101)

                 INFORMATION TO BE INCLUDED IN STATEMENTS FILED
                    PURSUANT TO RULE 13d-1(a) AND AMENDMENTS
                     THERETO FILED PURSUANT TO RULE 13d-2(a)

                             (Amendment No. 10)(1)

                                   ALLOY INC.
- --------------------------------------------------------------------------------
                                (Name of issuer)

                     COMMON STOCK, $.01 PAR VALUE PER SHARE
- --------------------------------------------------------------------------------
                         (Title of class of securities)

                                   019855 10 5
- --------------------------------------------------------------------------------
                                 (CUSIP number)

                              STEVEN WOLOSKY, ESQ.
                 OLSHAN GRUNDMAN FROME ROSENZWEIG & WOLOSKY LLP
                                Park Avenue Tower
                               65 East 55th Street
                            New York, New York 10022
                                 (212) 451-2300
- --------------------------------------------------------------------------------
                  (Name, address and telephone number of person
                authorized to receive notices and communications)

                                September 7, 2005
- --------------------------------------------------------------------------------
             (Date of event which requires filing of this statement)

     If the filing  person has  previously  filed a statement on Schedule 13G to
report the  acquisition  that is the subject of this Schedule 13D, and is filing
this  schedule  because  of Rule  13d-1(e),  13d-1(f)  or  13d-1(g),  check  the
following box / /.

     NOTE. The Schedules  filed in paper format shall include a signed  original
and five copies of the schedule,  including all exhibits.  SEE Rule 13d-7(b) for
other parties to whom copies are to be sent.

                         (Continued on following pages)

                              (Page 1 of 30 Pages)



- --------
(1)  The  remainder  of this  cover  page  shall be filled  out for a  reporting
person's  initial  filing on this  form with  respect  to the  subject  class of
securities,  and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.

     The  information  required on the remainder of this cover page shall not be
deemed to be "filed"  for the purpose of Section 18 of the  Securities  Exchange
Act of 1934 or otherwise  subject to the  liabilities of that section of the Act
but  shall be  subject  to all other  provisions  of the Act  (however,  SEE the
NOTES).







- ------------------------                            ----------------------------
CUSIP No. 019855 10 5                 13D                    Page 2 of 30 Pages
- ------------------------                            ----------------------------


================================================================================
     1         NAME OF REPORTING PERSONS
               I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

                            MLF Investments, LLC
- --------------------------------------------------------------------------------
     2         CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*         (a) |X|
                                                                         (b) |_|
- --------------------------------------------------------------------------------
     3         SEC USE ONLY
- --------------------------------------------------------------------------------
     4         SOURCE OF FUNDS*
                     AF, OO
- --------------------------------------------------------------------------------
     5         CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
               PURSUANT TO ITEM 2(d) OR 2(e)  |_|
- --------------------------------------------------------------------------------
     6         CITIZENSHIP OR PLACE OF ORGANIZATION

                     Delaware
- --------------------------------------------------------------------------------
  NUMBER OF        7      SOLE VOTING POWER
   SHARES
BENEFICIALLY                    0 shares
OWNED BY EACH
  REPORTING
 PERSON WITH   -----------------------------------------------------------------
                   8      SHARED VOTING POWER

                                7,489,082 shares
               -----------------------------------------------------------------
                   9      SOLE DISPOSITIVE POWER

                                0 shares
               -----------------------------------------------------------------
                  10      SHARED DISPOSITIVE POWER

                                7,489,082 shares
- --------------------------------------------------------------------------------
     11        AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                     7,489,082 shares
- --------------------------------------------------------------------------------
     12        CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
               CERTAIN SHARES*     |_|
- --------------------------------------------------------------------------------
     13        PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

                     16.1%
- --------------------------------------------------------------------------------
     14        TYPE OF REPORTING PERSON*

                     OO
================================================================================

                      *SEE INSTRUCTIONS BEFORE FILLING OUT!


- ------------------------                            ----------------------------
CUSIP No. 019855 10 5                 13D                    Page 3 of 30 Pages
- ------------------------                            ----------------------------


================================================================================
     1         NAME OF REPORTING PERSONS
               I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

                              MLF Partners, L.P.
- --------------------------------------------------------------------------------
     2         CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*         (a) |X|
                                                                         (b) |_|
- --------------------------------------------------------------------------------
     3         SEC USE ONLY
- --------------------------------------------------------------------------------
     4         SOURCE OF FUNDS*
                     WC
- --------------------------------------------------------------------------------
     5         CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
               PURSUANT TO ITEM 2(d) OR 2(e)  |_|
- --------------------------------------------------------------------------------
     6         CITIZENSHIP OR PLACE OF ORGANIZATION

                     Delaware
- --------------------------------------------------------------------------------
  NUMBER OF        7      SOLE VOTING POWER
   SHARES
BENEFICIALLY                    0 shares
OWNED BY EACH
  REPORTING
 PERSON WITH   -----------------------------------------------------------------
                   8      SHARED VOTING POWER

                                0 shares
               -----------------------------------------------------------------
                   9      SOLE DISPOSITIVE POWER

                                0 shares
               -----------------------------------------------------------------
                  10      SHARED DISPOSITIVE POWER

                                0 shares
- --------------------------------------------------------------------------------
     11        AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                     0 shares
- --------------------------------------------------------------------------------
     12        CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
               CERTAIN SHARES*     |_|
- --------------------------------------------------------------------------------
     13        PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

                     0%
- --------------------------------------------------------------------------------
     14        TYPE OF REPORTING PERSON*

                     PN
================================================================================




- ------------------------                            ----------------------------
CUSIP No. 019855 10 5                 13D                    Page 4 of 30 Pages
- ------------------------                            ----------------------------


================================================================================
     1         NAME OF REPORTING PERSONS
               I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

                            MLF Offshore Portfolio Company, L.P.
- --------------------------------------------------------------------------------
     2         CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*         (a) |X|
                                                                         (b) |_|
- --------------------------------------------------------------------------------
     3         SEC USE ONLY
- --------------------------------------------------------------------------------
     4         SOURCE OF FUNDS*
                     WC
- --------------------------------------------------------------------------------
     5         CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
               PURSUANT TO ITEM 2(d) OR 2(e)  |_|
- --------------------------------------------------------------------------------
     6         CITIZENSHIP OR PLACE OF ORGANIZATION

                     Cayman Islands
- --------------------------------------------------------------------------------
  NUMBER OF        7      SOLE VOTING POWER
   SHARES
BENEFICIALLY                    0 shares
OWNED BY EACH
  REPORTING
 PERSON WITH   -----------------------------------------------------------------
                   8      SHARED VOTING POWER

                                7,489,082 shares
               -----------------------------------------------------------------
                   9      SOLE DISPOSITIVE POWER

                                0 shares
               -----------------------------------------------------------------
                  10      SHARED DISPOSITIVE POWER

                                7,489,082 shares
- --------------------------------------------------------------------------------
     11        AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                     7,489,082 shares
- --------------------------------------------------------------------------------
     12        CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
               CERTAIN SHARES*     |_|
- --------------------------------------------------------------------------------
     13        PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

                     16.1%
- --------------------------------------------------------------------------------
     14        TYPE OF REPORTING PERSON*

                     PN
================================================================================





- ------------------------                            ----------------------------
CUSIP No. 019855 10 5                 13D                    Page 5 of 30 Pages
- ------------------------                            ----------------------------


================================================================================
     1         NAME OF REPORTING PERSONS
               I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

                            MLF Cayman GP, Ltd.
- --------------------------------------------------------------------------------
     2         CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*         (a) |X|
                                                                         (b) |_|
- --------------------------------------------------------------------------------
     3         SEC USE ONLY
- --------------------------------------------------------------------------------
     4         SOURCE OF FUNDS*
                     AF, OO
- --------------------------------------------------------------------------------
     5         CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
               PURSUANT TO ITEM 2(d) OR 2(e)  |_|
- --------------------------------------------------------------------------------
     6         CITIZENSHIP OR PLACE OF ORGANIZATION

                     Cayman Islands
- --------------------------------------------------------------------------------
  NUMBER OF        7      SOLE VOTING POWER
   SHARES
BENEFICIALLY                    0 shares
OWNED BY EACH
  REPORTING
 PERSON WITH   -----------------------------------------------------------------
                   8      SHARED VOTING POWER

                                7,489,082 shares
               -----------------------------------------------------------------
                   9      SOLE DISPOSITIVE POWER

                                0 shares
               -----------------------------------------------------------------
                  10      SHARED DISPOSITIVE POWER

                                7,489,082 shares
- --------------------------------------------------------------------------------
     11        AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                     7,489,082 shares
- --------------------------------------------------------------------------------
     12        CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
               CERTAIN SHARES*     |_|
- --------------------------------------------------------------------------------
     13        PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

                     16.1%
- --------------------------------------------------------------------------------
     14        TYPE OF REPORTING PERSON*

                     CO
================================================================================





- ------------------------                            ----------------------------
CUSIP No. 019855 10 5                 13D                    Page 6 of 30 Pages
- ------------------------                            ----------------------------


================================================================================
     1         NAME OF REPORTING PERSONS
               I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

                            MLF Capital Management, L.P.
- --------------------------------------------------------------------------------
     2         CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*         (a) |X|
                                                                         (b) |_|
- --------------------------------------------------------------------------------
     3         SEC USE ONLY
- --------------------------------------------------------------------------------
     4         SOURCE OF FUNDS*
                     AF, OO
- --------------------------------------------------------------------------------
     5         CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
               PURSUANT TO ITEM 2(d) OR 2(e)  |_|
- --------------------------------------------------------------------------------
     6         CITIZENSHIP OR PLACE OF ORGANIZATION

                     Delaware
- --------------------------------------------------------------------------------
  NUMBER OF        7      SOLE VOTING POWER
   SHARES
BENEFICIALLY                    0 shares
OWNED BY EACH
  REPORTING
 PERSON WITH   -----------------------------------------------------------------
                   8      SHARED VOTING POWER

                                7,489,082 shares
               -----------------------------------------------------------------
                   9      SOLE DISPOSITIVE POWER

                                0 shares
               -----------------------------------------------------------------
                  10      SHARED DISPOSITIVE POWER

                                7,489,082 shares
- --------------------------------------------------------------------------------
     11        AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                     7,489,082 shares
- --------------------------------------------------------------------------------
     12        CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
               CERTAIN SHARES*     |_|
- --------------------------------------------------------------------------------
     13        PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

                     16.1%
- --------------------------------------------------------------------------------
     14        TYPE OF REPORTING PERSON*

                     PN
================================================================================





- ------------------------                            ----------------------------
CUSIP No. 019855 10 5                 13D                    Page 7 of 30 Pages
- ------------------------                            ----------------------------


================================================================================
     1         NAME OF REPORTING PERSONS
               I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

                            MLF Holdings, LLC
- --------------------------------------------------------------------------------
     2         CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*         (a) |X|
                                                                         (b) |_|
- --------------------------------------------------------------------------------
     3         SEC USE ONLY
- --------------------------------------------------------------------------------
     4         SOURCE OF FUNDS*
                     AF, OO
- --------------------------------------------------------------------------------
     5         CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
               PURSUANT TO ITEM 2(d) OR 2(e)  |_|
- --------------------------------------------------------------------------------
     6         CITIZENSHIP OR PLACE OF ORGANIZATION

                    Delaware
- --------------------------------------------------------------------------------
  NUMBER OF        7      SOLE VOTING POWER
   SHARES
BENEFICIALLY                    0 shares
OWNED BY EACH
  REPORTING
 PERSON WITH   -----------------------------------------------------------------
                   8      SHARED VOTING POWER

                                7,489,082 shares
               -----------------------------------------------------------------
                   9      SOLE DISPOSITIVE POWER

                                0 shares
               -----------------------------------------------------------------
                  10      SHARED DISPOSITIVE POWER

                                7,489,082 shares
- --------------------------------------------------------------------------------
     11        AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                     7,489,082 shares
- --------------------------------------------------------------------------------
     12        CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
               CERTAIN SHARES*     |_|
- --------------------------------------------------------------------------------
     13        PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

                     16.1%
- --------------------------------------------------------------------------------
     14        TYPE OF REPORTING PERSON*

                     PN
================================================================================








- ------------------------                            ----------------------------
CUSIP No. 019855 10 5                 13D                    Page 8 of 30 Pages
- ------------------------                            ----------------------------


================================================================================
     1         NAME OF REPORTING PERSONS
               I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

                            Matthew L. Feshbach
- --------------------------------------------------------------------------------
     2         CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*         (a) |X|
                                                                         (b) |_|
- --------------------------------------------------------------------------------
     3         SEC USE ONLY
- --------------------------------------------------------------------------------
     4         SOURCE OF FUNDS*
                     AF, OO
- --------------------------------------------------------------------------------
     5         CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
               PURSUANT TO ITEM 2(d) OR 2(e)  |_|
- --------------------------------------------------------------------------------
     6         CITIZENSHIP OR PLACE OF ORGANIZATION

                     USA
- --------------------------------------------------------------------------------
  NUMBER OF        7      SOLE VOTING POWER
   SHARES
BENEFICIALLY                    0 shares
OWNED BY EACH
  REPORTING
 PERSON WITH   -----------------------------------------------------------------
                   8      SHARED VOTING POWER

                                7,490,332(1)shares
               -----------------------------------------------------------------
                   9      SOLE DISPOSITIVE POWER

                                0 shares
               -----------------------------------------------------------------
                  10      SHARED DISPOSITIVE POWER

                                7,490,332(1)shares
- --------------------------------------------------------------------------------
     11        AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                     7,490,332(1) shares
- --------------------------------------------------------------------------------
     12        CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
               CERTAIN SHARES*     |_|
- --------------------------------------------------------------------------------
     13        PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

                     16.1%
- --------------------------------------------------------------------------------
     14        TYPE OF REPORTING PERSON*

                     IN
================================================================================

    (1)          Includes  1,250  shares  of  Common  Stock  underlying  options
                 granted to Mr. Feshbach that are exercisable  within 60 days of
                 the date hereof.



- ------------------------                            ----------------------------
CUSIP No. 019855 10 5                 13D                    Page 9 of 30 Pages
- ------------------------                            ----------------------------

     The following constitutes Amendment No. 10 ("Amendment No. 10") to Schedule
13D, as amended to date, filed by the undersigned  (the "Schedule 13D").  Except
as  specifically  amended by this  Amendment No. 10, the Schedule 13D remains in
full force and effect.

     Item 3 is amended in its entirety to read as follows:

Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

     As of September 22, 2005, MLF Offshore  beneficially owned 7,489,082 shares
of Common Stock. Each of MLFI, MLF Cayman,  MLF Capital,  MLF Holdings,  and Mr.
Feshbach  may  be  deemed  to  beneficially  own  the  shares  of  Common  Stock
beneficially  owned by MLF  Offshore.  The funds used to purchase such shares of
Common  Stock came from the working  capital and margin  borrowings  under usual
terms  and  conditions  of MLF  Offshore.  Such  shares  of  Common  Stock  were
accumulated  through  purchases made on the open market and contributions by its
partners at an aggregate cost of approximately $ 36,374,662(including  brokerage
commissions).

     Items 5(a) and (b) are amended in their entirety to read as follows:

Item 5. INTEREST IN SECURITIES OF THE ISSUER.

     (a) Each of MLFI,  MLF Offshore,  MLF Cayman,  MLF Capital and MLF Holdings
beneficially  owns  7,489,082  shares of Common  Stock or 16.1% of the shares of
Common Stock  outstanding.  Mr. Feshbach  beneficially  owns 7,490,332 shares of
Common Stock (including 1,250 Shares underlying  options  exercisable  within 60
days of the date hereof  directly owned by Mr.  Feshbach) or 16.1% of the shares
of Common Stock outstanding. MLFP does not beneficially own any shares of Common
Stock. The aggregate percentage of shares of Common Stock reported owned by each
person named herein is based upon 46,637,864  shares of Common Stock outstanding
as of  September 7, 2005 (as  disclosed  in the Issuer's  report for the quarter
ended July 31,  2005 on Form 10-Q,  as filed with the  Securities  and  Exchange
Commission on September 9, 2005).

     (b) Each of MLFI,  MLF Offshore,  MLF Cayman,  MLF Capital and MLF Holdings
shares  the power to vote or  dispose  or to  direct  the vote and  disposal  of
7,489,082  shares  of Common  Stock,  or 16.1% of the  shares  of  Common  Stock
outstanding.

     Mr.  Feshbach  shares the power to vote or to direct the vote and the power
to dispose or to direct the disposition of 7,490,332  shares of Common Stock, or
16.1% of the shares of Common Stock outstanding.

     Item 5(c) is hereby amended to include the following:

     (c) There have been no  transactions  by the Reporting  Persons in the past
sixty days.

     Item 6 is hereby amended to add the following:

     On September 7, 2005,  MLFI, the Issuer and dELIA*s,  Inc., a subsidiary of
the Issuer,  entered into a Standby Purchase Agreement (the "Agreement").  Under
the terms of the  Agreement,  MLFI  committed to subscribe  for and exercise any
Rights (as that term is defined in the Agreement) at the Exercise Price (as that
term is defined in the Agreement)  that remain unsold in the rights  offering of
the Issuer up to an aggregate dollar amount equal to the difference  between the
aggregate  dollar amount of MLFI's  exercise of its pro rata share of the Rights
and $20 million.  The Agreement is filed as Exhibit No. 3 to this  Amendment No.
10 and is incorporated herein by reference.

     Item 7 is hereby amended to include the following exhibit:

             ----  -------------------------------------------------------
             3.     Standby Purchase Agreement dated September 7, 2005
                    by and between MLFI, the Issuer and dELiA*s, Inc.
             ----  -------------------------------------------------------



- ------------------------                            ----------------------------
CUSIP No. 019855 10 5                 13D                    Page 10 of 30 Pages
- ------------------------                            ----------------------------



                                   SIGNATURES

          After reasonable  inquiry and to the best of his knowledge and belief,
each of the  undersigned  certifies  that  the  information  set  forth  in this
statement is true, complete and correct.

Dated: September 23, 2005

                                           /s/ Matthew L. Feshbach
                                           -------------------------------------
                                           MATTHEW L. FESHBACH


                                           MLF INVESTMENTS, LLC


                                           By: /s/ Matthew L. Feshbach
                                               ---------------------------------
                                               Name:  Matthew L. Feshbach
                                               Title: Managing Member


                                           MLF PARTNERS, L.P.

                                           By: MLF Capital Management, LP,
                                               General Partner

                                           By: MLF Holdings, LLC,
                                               General Partner


                                           By:  /s/ Matthew L. Feshbach
                                               ---------------------------------
                                               Name:  Matthew L. Feshbach
                                               Title: Managing Member


                                           MLF OFFSHORE PORTFOLIO COMPANY, L.P.

                                           By: MLF Cayman GP, Ltd.
                                               Title: General Partner

                                           By: MLF Capital Management, L.P.
                                               Sole shareholder

                                           By: MLF Holdings, LLC,
                                               General Partner

                                           By:  /s/ Matthew L. Feshbach
                                               ---------------------------------
                                               Name:  Matthew L. Feshbach
                                               Title: Managing Member




- ---------------------------                       ------------------------------
CUSIP No. 019855 10 5             13D                        Page 11 of 30 Pages
- ---------------------------                       ------------------------------


                                           MLF CAYMAN GP, LTD.

                                           By:  MLF Capital Management, L.P.
                                                Sole shareholder

                                           By:  MLF Holdings, LLC,
                                                General Partner

                                           By: /s/ Matthew L. Feshbach
                                              ----------------------------------
                                              Name:   Matthew L. Feshbach
                                              Title:  Managing Member


                                           MLF CAPITAL MANAGEMENT, L.P.

                                           By: MLF Holdings, LLC
                                               General Partner

                                           By: /s/ Matthew L. Feshbach
                                              ----------------------------------
                                              Name:  Matthew L. Feshbach
                                              Title: Managing Member


                                           MLF HOLDINGS, LLC


                                           By: /s/ Matthew L. Feshbach
                                              ----------------------------------
                                              Name:  Matthew L. Feshbach
                                              Title: Managing Member



- ---------------------------                       ------------------------------
CUSIP No. 019855 10 5             13D                        Page 12 of 30 Pages
- ---------------------------                       ------------------------------


                                  EXHIBIT INDEX


     EXHIBIT                                                            PAGE
     ------------                                                       ----

1.   Joint  Filing   Agreement  by  and  among  MLFI,  MLFP,  MLF        --
     Offshore,  MLF Cayman,  MLF  Capital,  MLF  Holdings and Mr.
     Feshbach, dated September 16, 2004 (previously filed).

2.   Letter  Agreement  dated April 13, 2005 between MLFI and the        --
     Issuer (previously filed).

3.   Standby  Purchase  Agreement  dated September 7, 2005 by and     13 to 30
     between MLFI, the Issuer and dELiA*s, Inc.




- ---------------------------                       ------------------------------
CUSIP No. 019855 10 5             13D                        Page 13 of 30 Pages
- ---------------------------                       ------------------------------



                           STANDBY PURCHASE AGREEMENT

     THIS STANDBY PURCHASE  AGREEMENT (the  "AGREEMENT") is made as of September
7, 2005, by and between Alloy, Inc., a Delaware corporation ("ALLOY"),  dELiA*s,
Inc.,  a  Delaware  corporation  (the  "COMPANY"),  and MLF  Investments  LLC, a
Delaware  limited  liability  company  ("MLF").  Except as  otherwise  indicated
herein,  capitalized terms used herein without  immediate  definition shall have
the meanings given them in Section 11 hereof.

     WHEREAS,  the Board of Directors of Alloy has determined  that it is in the
best  interests  of Alloy  and its  shareholders  to  separate  the  merchandise
businesses currently conducted by certain  subsidiaries of Alloy,  including the
operating subsidiaries Alloy Merchandising Group, LLC (the Company's predecessor
in interest),  dELiA*s Corp.,  Alloy  Merchandising,  LLC and Skate Direct,  LLC
(collectively, the "MERCHANDISING BUSINESS") from the other businesses conducted
by Alloy and its Subsidiaries;

     WHEREAS, in furtherance of the foregoing,  Alloy intends to effect a series
of transactions,  including,  without limitation,  the contribution by Alloy and
various of its  affiliates  to the  Company of certain  assets  relating  to the
Merchandising Businesses,  the end result of which transactions will be that the
Company  will own,  directly  and  indirectly,  substantially  all of the assets
relating to the Merchandising Businesses now held by Alloy and its subsidiaries;

     WHEREAS,  upon the  consummation  of the  transactions  described above and
subject to the  fulfillment  of the  conditions  set forth  herein,  Alloy first
intends to effect the  distribution of all of the  outstanding  shares of common
stock,  par value $.001 per share,  of the Company (the "COMMON STOCK") on a pro
rata basis to the holders of shares of common  stock,  par value $.01 per share,
of Alloy  (the  "ALLOY  COMMON  STOCK") as of the  Record  Date (as  hereinafter
defined)  (the  "SPINOFF"),  all  substantially  in the manner  described in the
Registration Statement (as defined below);

     WHEREAS,  in connection  with Spinoff,  and in order to provide the Company
with  sufficient  capital to effect a retail  store  expansion  plan and provide
working  capital  for its  business  operations  following  consummation  of the
Spinoff,  the  Company  intends  to  conduct  a  rights  offering  (the  "RIGHTS
OFFERING")  to  allow  its  stockholders  (as  of a  certain  record  date)  the
transferable right (each a "RIGHT," and collectively,  the "RIGHTS") to purchase
additional  fractional shares of its Common Stock for each share of Common Stock
owned as of the  record  date to be  established  for the Rights  Offering  (the
"RECORD  DATE"),  at a price per share equal to a pre-money  value equal to $175
million  divided by the number of shares of our common stock that will be issued
in the Spinoff, as adjusted pursuant to the treasury stock method to account for
the dilutive impact of options and warrants that will be outstanding immediately
following the Spinoff (the "EXERCISE PRICE"); and

     WHEREAS, MLF has, pursuant to the terms of a Letter Agreement,  dated as of
April 13, 2005, by and between MLF and Alloy (the "LETTER AGREEMENT"), agreed to
participate  in the  Rights  Offering  by  exercising  its pro rata share of the
Rights and, in connection with the Rights  Offering,  has committed to subscribe
for and  exercise  any Rights that  remain  unsold in the Rights  Offering  (the
"BACKSTOP  AMOUNT")  at the  Exercise  Price (it  being  understood  that  other
stockholders  will not be  offered  the right to  purchase  any  Rights  that go
unsubscribed in the Rights  Offering) up to an aggregate  dollar amount equal to
the difference  between the aggregate dollar amount of MLF's exercise of its pro
rata share of the Rights and $20 million; and

     WHEREAS,  MLF is the investment  manager of MLF Partners,  L.P., a Delaware
limited  partnership and MLF Offshore Portfolio Company,  L.P., a Cayman Islands
exempted limited partnership (collectively, the "MLF FUNDS," which shall include


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CUSIP No. 019855 10 5             13D                        Page 14 of 30 Pages
- ---------------------------                       ------------------------------


for  purposes  of this  Agreement  all  investment  funds  for which MLF acts as
investment advisor and which,  subsequent to the date hereof,  acquire record or
beneficial ownership of any shares of Common Stock or Alloy Common Stock), which
collectively own, as of the date hereof, 7,489,082 shares of Alloy Common Stock;
and

     WHEREAS,  in connection  with the  transactions  contemplated  hereby,  the
Company  has agreed to grant MLF and the other  purchasers  of Rights and Common
Stock hereunder  certain rights to have their shares of Common Stock  registered
under the  Securities  Act for  resale,  all  pursuant  to the  provisions  of a
Registration Rights Agreement in substantially the form of EXHIBIT A hereto (the
"REGISTRATION RIGHTS AGREEMENT").

     NOW,  THEREFORE,  in consideration of the mutual covenants contained herein
and other good and valuable consideration,  the receipt and sufficiency of which
are hereby acknowledged, the parties hereby agree as follows:

     Section 1. PARTICIPATION IN THE RIGHTS OFFERING; BACKSTOP.

          (a)   PARTICIPATION IN THE RIGHTS OFFERING.  Pursuant to the terms and
subject to the conditions of this Agreement,  MLF hereby agrees to cause the MLF
Funds to  exercise,  prior  to the  expiration  of the  Rights  Offering,  their
respective  full pro rata  share of the  Rights,  based on the  total  number of
Rights to which each such MLF Funds is entitled in the Rights  Offering  and the
total  number of Rights  being  offered  in the Rights  Offering  (its "PRO RATA
SHARE"),  such exercise to be effected in  accordance  with the  procedures  set
forth in the Company's  Registration  Statement on Form S-1 that is contemplated
to be filed with the  Commission on or about  September 2, 2005 (as filed and as
thereafter amended, the "REGISTRATION STATEMENT"; and the prospectus,  including
all documents  incorporated  therein by reference,  as supplemented by the final
prospectus  relating  to the Rights,  in the form filed by the Company  with the
Commission  pursuant to Rule 424(b)  under the  Securities  Act on or before the
second  business  day  after the date the  Registration  Statement  is  declared
effective  by the  Commission,  is herein  called  the  "PROSPECTUS")  under the
heading  "The Rights  Offering---Method  of  Exercising  Rights," and to pay the
aggregate  Exercise  Price for its Pro Rata Share of the Rights granted to it in
the Rights  Offering  as and when  required  pursuant to the  provisions  of the
Rights.

          (b)   BACKSTOP. Pursuant to the terms and subject to the conditions of
this  Agreement,  the Company  hereby  offers MLF the right to subscribe for and
exercise,  in connection with the Rights  Offering,  at the Exercise Price,  the
Backstop Amount. As soon as reasonably practicable following the expiration date
of the Rights Offering as set forth in the Registration  Statement (as such date
may be extended by the  Company,  the  "EXPIRATION  DATE"),  the Company and the
subscription  agent for the Rights  Offering shall determine the Backstop Amount
and provide notice thereof to MLF, which notice shall be given at least five (5)
business  days prior to the Closing  (as defined in Section 2). At the  Closing,
MLF hereby agrees to, or to cause one or more of the MLF Funds  collectively to,
subscribe for and exercise, at the Exercise Price, the Backstop Amount (it being
understood that other stockholders will not be offered the right to purchase any
Rights that go  unsubscribed  in the Rights  Offering  including  by means of an
oversubscription  right) in such amounts as between MLF and each MLF Fund as MLF
shall determine, in its sole discretion.

     Section 2. THE CLOSING.  The subscription for the Backstop Amount hereunder
shall take place as soon as  reasonably  practicable  following  the  Expiration
Date,  but in any event not earlier than five (5) business  days after notice to
MLF and not later than ten (10) business days following the Expiration  Date, at
a place  mutually  agreeable  to the  Company  and MLF (the  "CLOSING").  At the
Closing, the Company shall deliver to MLF the certificates evidencing the shares


- ---------------------------                       ------------------------------
CUSIP No. 019855 10 5             13D                        Page 15 of 30 Pages
- ---------------------------                       ------------------------------

of Common Stock  subscribed for pursuant to Section 1(b), the warrants  required
to be delivered pursuant to Section 9(b) and the Registration  Rights Agreement,
duly  executed by the Company,  and MLF shall deliver to the Company a cashier's
check  or  wire  transfer  of  immediately  available  funds  to a bank  account
designated by the Company in the amount equal to the Exercise  Price  multiplied
by the number of Shares  exercisable  pursuant to the Rights  represented by the
Backstop Amount. The date on which the Closing occurs is hereinafter referred to
as the "CLOSING DATE."

     Section 3. REPRESENTATIONS  AND  WARRANTIES OF THE COMPANY.  As a material
inducement to MLF to enter into this  Agreement and to subscribe for the Rights,
the Company hereby represents and warrants that:

          (a)   ORGANIZATION  AND CORPORATE  POWER. The Company is a corporation
duly organized, validly existing and in good standing under the laws of Delaware
and is duly  qualified  to do business as a foreign  corporation  and is in good
standing in each  jurisdiction  where the ownership or leasing of its properties
or the conduct of its business  requires  such  qualification,  except where the
failure to be so qualified would not have a Material Adverse Effect. The Company
has  all  requisite  corporate  power  and  authority  to own  and  operate  its
properties,  to carry on its business as now conducted and presently proposed to
be conducted and to carry out the  transactions  contemplated by this Agreement,
including,  without  limitation,  the  Rights  Offering.  The  Company  has  all
necessary  licenses,  authorizations,  consents and  approvals  and has made all
necessary  filings  required  under any  federal,  state,  local or foreign law,
regulation or rule, and has obtained all necessary authorizations,  consents and
approvals  from other  persons,  in order to conduct its  business,  except with
respect to such licenses, authorizations,  consents and approvals the failure to
obtain  which would not have a Material  Adverse  Effect.  The Company is not in
violation of, or in default under, nor has it received notice of any proceedings
relating to revocation  or  modification  of, any such  license,  authorization,
consent or approval or any federal,  state, local or foreign law,  regulation or
rule  or  any  decree,  order  or  judgment  applicable  to the  Company,  which
violation,  breach or  revocation  likely  would  result in a  Material  Adverse
Effect.

          (b)   CAPITAL STOCK. Immediately following the Closing, the authorized
capital  stock  of  the  Company  shall  consist  of  (a)  twenty  five  million
(25,000,000) shares of preferred stock, none of which shares shall be issued and
outstanding  and one  million  (1,000,000)  shares  of  which  shall  have  been
designated as the Company's  Series A Junior  Participating  Preferred Stock and
(b) one hundred million  (100,000,000)  shares of Common Stock,  with the amount
outstanding  as of the Rights  Offering  Record Date to be as  described  in the
Prospectus.  The capital stock of the Company  will,  as of the Rights  Offering
Record  Date,  conform  in all  material  respects  to the  description  thereof
contained in the Registration Statement and the Prospectus, and the certificates
for the  shares of Common  Stock are in due and proper  form and the  holders of
such shares will not be subject to  personal  liability  by reason of being such
holders. As of the Closing, the outstanding  options,  warrants and other rights
to  purchase  capital  stock  of  the  Company  shall  be as  set  forth  in the
Registration  Statement and the Prospectus  under the heading  "Capitalization."
Immediately  following the Closing,  all of the issued and outstanding shares of
capital  stock,  including  the  Common  Stock,  of the  Company  have been duly
authorized and validly issued and are fully paid and  non-assessable,  have been
issued in  compliance  with all federal and state  securities  laws and were not
issued in  violation  of any  preemptive  right,  resale  right,  right of first
refusal or similar  right and shall be listed  for  trading on The Nasdaq  Stock
Market  ("NASDAQ").  Except as set forth in the  Registration  Statement and the
Prospectus (i) no person has the right,  contractual or otherwise,  to cause the
Company to issue or sell to it any shares of Common Stock or shares of any other
capital  stock or other  equity  interests of the Company and (ii) no person has
any preemptive rights, resale rights, rights of first refusal or other rights to
purchase  any  shares of Common  Stock or shares of any other  capital  stock or
other equity interests of the Company, and, in the case of each of the foregoing
clauses (i) and (ii),  whether as a result of the filing or effectiveness of the
Registration  Statement  or the issuance of the Rights or the sale of the shares
of Common Stock as contemplated thereby or otherwise; except as set forth in the
Registration Statement and the Prospectus,  no person has the right, contractual


- ---------------------------                       ------------------------------
CUSIP No. 019855 10 5             13D                        Page 16 of 30 Pages
- ---------------------------                       ------------------------------

or  otherwise,  to cause the Company to register  under the  Securities  Act any
shares of Common  Stock or shares  of any other  capital  stock or other  equity
interests  of the  Company,  or to include any such shares or  interests  in the
Registration Statement or the offering contemplated thereby, whether as a result
of the filing or effectiveness of the Registration  Statement or the issuance of
the Rights as contemplated thereby or otherwise.

          (c)   AUTHORIZATION;   NO  BREACH.   The   execution,   delivery   and
performance of this Agreement,  the Warrant,  the Registration  Rights Agreement
and each other  agreement  contemplated  hereby to which the  Company is a party
have  been duly  authorized  by the  Company.  The  Company  is not in breach or
violation of or in default under (nor has any event  occurred which with notice,
lapse of time or both would result in any breach of,  constitute a default under
or give the  holder of any  indebtedness  (or a person  acting on such  holder's
behalf) the right to require the repurchase, redemption or repayment of all or a
part  of such  indebtedness  under)  its (A)  certificate  of  incorporation  or
by-laws,  or (B) any  indenture,  mortgage,  deed of trust,  bank loan or credit
agreement or other evidence of indebtedness,  or any license, lease, contract or
other  agreement or instrument to which the Company is a party or by which it or
any of its properties  may be bound or affected and,  except with respect to (B)
only, which breach, violation or default would be reasonably likely to result in
a Material Adverse Effect;  and the execution,  delivery and performance of this
Agreement,  the Warrant and the Registration  Rights Agreement,  the issuance of
the Rights and the issuance and sale of the shares of Common Stock issuable upon
exercise of the Rights and the consummation of the transactions  contemplated in
the Rights  Offering and hereby will not conflict with,  result in any breach or
violation of or constitute a default under (nor  constitute any event which with
notice,  lapse of time or both  would  result in any breach of or  constitute  a
default under) (A) the certificate of  incorporation  or by-laws of the Company,
or (B) any indenture,  mortgage, deed of trust, bank loan or credit agreement or
other  evidence  of  indebtedness,  or any  license,  lease,  contract  or other
agreement or instrument to which the Company is a party or by which it or any of
its properties  may be bound or affected,  or (C) any federal,  state,  local or
foreign law,  regulation or rule or any decree,  judgment or order applicable to
the Company and which breaches, defaults or violations would, in the case of the
matters  described in clauses (B) and (C) above, be reasonably  likely to result
in a  Material  Adverse  Effect;  and  except  for the  registration  under  the
Securities  Act of (A) the shares of Common  Stock to be issued in the  Spinoff,
(B) the Rights and (C) the shares of Common Stock  issuable upon exercise of the
Rights  and  such  consents,   approvals,   authorizations,   registrations   or
qualifications as may be required under the Securities  Exchange Act of 1934, as
amended (the "EXCHANGE Act") and applicable  state securities laws in connection
with the Spinoff and the Rights Offering, no consent, approval, authorization or
order of, or filing or registration with, any such court or governmental  agency
or  body is  required  for  the  execution,  delivery  and  performance  of this
Agreement by the Company and the consummation of the  transactions  contemplated
hereby.

          (d)   BINDING AGREEMENT;  ENFORCEABILITY. This Agreement has been duly
authorized,  executed  and  delivered  by the Company and is a legal,  valid and
binding  agreement of the Company,  enforceable  in  accordance  with its terms,
subject to applicable  bankruptcy,  insolvency,  reorganization  or similar laws
affecting creditors' rights generally and to general principles of equity and to
limitations on the rights to indemnity and contribution  that exist by virtue of
public policy. Each of the Warrant and Registration Rights Agreement,  when duly
executed  and  delivered  by the  Company,  will be a legal,  valid and  binding
agreement of the Company,  enforceable in accordance with its terms,  subject to
applicable  bankruptcy,  insolvency,  reorganization  or similar laws  affecting
creditors'  rights  generally  and  to  general  principles  of  equity  and  to
limitations on the rights to indemnity and contribution  that exist by virtue of
public policy.



- ---------------------------                       ------------------------------
CUSIP No. 019855 10 5             13D                        Page 17 of 30 Pages
- ---------------------------                       ------------------------------

          (e)   INDEPENDENT PUBLIC ACCOUNTANTS. BDO Seidman LLP, whose report on
the financial  statements of the Company is filed with the Commission as part of
the  Registration   Statement  and  the  Prospectus,   are  independent   public
accountants  as  required  by the Act.  Ernst & Young LLP,  whose  report on the
financial  statements of dELiA*s  Corp. is filed with the  Commission as part of
the  Registration   Statement  and  the  Prospectus,   are  independent   public
accountants as required by the Act.

          (f)   FINANCIAL  STATEMENTS.   The  audited  and  unaudited  financial
statements  included in the  Registration  Statement,  together with the related
notes and schedules,  present fairly the financial position of the Company as of
the dates  indicated and the results of operations and cash flows of the Company
for the  periods  specified  and  have  been  prepared  in  compliance  with the
requirements  of the  Securities Act and in conformity  with generally  accepted
accounting principles applied on a consistent basis during the periods involved;
any  pro  forma  financial  statements  or  data  included  in the  Registration
Statement and the Prospectus  comply with the  requirements of Regulation S-X of
the Act and the Company believes that the assumptions used in the preparation of
such pro  forma  financial  statements  and data are  reasonable,  the pro forma
adjustments  used therein are appropriate to give effect to the  transactions or
circumstances described therein and the pro forma adjustments have been properly
applied to the historical  amounts in the  compilation  of those  statements and
data; the other  financial and  statistical  data set forth in the  Registration
Statement and the Prospectus are accurately  presented in all material  respects
and prepared on a basis  consistent with the financial  statements and books and
records of the Company;  there are no financial  statements  (historical  or pro
forma) that are required to be included in the  Registration  Statement  and the
Prospectus that are not included as required;  and the Company does not have any
material  liabilities  or  obligations,  direct  or  contingent  (including  any
off-balance sheet obligations),  not disclosed in the Registration Statement and
the Prospectus.

          (g)   NO MATERIAL  CHANGES.  Subsequent to the respective  dates as of
which  information is given in the  Registration  Statement and the  Prospectus,
there  has  not  been  (i)  any  material  adverse  change,  or any  development
reasonably  likely to result in a prospective  material  adverse change,  in the
business, properties,  management,  financial condition or results of operations
of the Company taken as a whole,  (ii) any transaction  which is material to the
Company,  (iii) any obligation,  direct or contingent (including any off-balance
sheet  obligations),  incurred by the Company  which is material to the Company,
(iv) any change in the capital stock or (v) any dividend or  distribution of any
kind declared, paid or made on the capital stock of the Company.

          (h)   NO  MATERIAL  MISSTATEMENTS.   The  Registration  Statement  and
Prospectus  complied  in all  material  respects  with the  requirements  of the
Securities  Act and does not contain any untrue  statement of a material fact or
omit to state a material  fact  required to be stated  therein or  necessary  in
order  to make  the  statements  therein,  as of the  date  and in  light of the
circumstances  under  which  they were  made,  not  misleading;  provided,  that
information  provided  as of a later  date or  filing  shall be deemed to modify
information provided as of an earlier date or filing.

          (i)   BROKER'S FEES. There is no investment banker,  broker, finder or
other  intermediary or advisor that has been retained by or is authorized to act
on behalf of Alloy or the Company or any of its Affiliates who might be entitled
to any fee,  commission or reimbursement of expenses from MLF as a result of the
MLF Funds'  exercise of their  Rights in the Rights  Offering and the MLF Funds'
purchase of the Backstop Amount.

          (j)   CAPITALIZATION.  The Company currently anticipates that Cash and
Cash Equivalents on its balance sheet immediately  post-Spinoff  (which includes
for purposes of this  definition  the net  proceeds of the $1.2 million  private
placement  described in the  Registration  Statement and the net proceeds of the
Rights  Offering,  plus liquid assets  transferred from Alloy in connection with


- ---------------------------                       ------------------------------
CUSIP No. 019855 10 5             13D                        Page 18 of 30 Pages
- ---------------------------                       ------------------------------


the  Spinoff)  plus its  expected  net cash  flow  thereafter,  will  result  in
approximately  $30 million of Cash and Cash  Equivalents on its balance sheet as
of January  31,  2006,  though  such  number is  subject to change  based on the
performance of the Company, capital expenditures and other factors.

     Section 4. REPRESENTATIONS   AND   WARRANTIES  OF  ALLOY.   As  a  material
inducement  to MLF to enter  into  this  Agreement  and  cause  the MLF Funds to
subscribe for the Rights, Alloy hereby represents and warrants that:

          (a)   ORGANIZATION  AND CORPORATE  POWER.  Alloy is a corporation duly
organized,  validly existing and in good standing under the laws of Delaware and
is  duly  qualified  to do  business  as a  foreign  corporation  and is in good
standing in each  jurisdiction  where the ownership or leasing of its properties
or the conduct of its business requires such qualification and where the failure
to be so qualified  could  materially and adversely  affect  Alloy's  ability to
effect the Spinoff. Alloy has all requisite corporate power and authority to own
and operate  its  properties,  to carry on its  business  as now  conducted  and
presently   proposed  to  be  conducted  and  to  carry  out  the   transactions
contemplated  by this  Agreement,  including,  without  limitation,  the  Rights
Offering.  Alloy  has  all  necessary  licenses,  authorizations,  consents  and
approvals and has made all necessary filings required under any federal,  state,
local or  foreign  law,  regulation  or rule,  and has  obtained  all  necessary
authorizations,  consents and approvals from other  persons,  in order to effect
the Spinoff;  Alloy is not in violation of, or in default under, or has received
notice of any proceedings  relating to revocation or  modification  of, any such
license,  authorization,  consent or approval or any  federal,  state,  local or
foreign law,  regulation or rule or any decree,  order or judgment applicable to
Alloy,  which  violation,  default or revocation  could materially and adversely
affect Alloy's ability to effect the Spinoff.

          (b)   CAPITAL STOCK. Immediately following the Closing, the authorized
capital  stock  of  the  Company  shall  consist  of  (a)  twenty  five  million
(25,000,000) shares of preferred stock, none of which shares shall be issued and
outstanding  and one  million  (1,000,000)  shares  of  which  shall  have  been
designated as the Company's  Series A Junior  Participating  Preferred Stock and
(b) one hundred million  (100,000,000)  shares of Common Stock,  with the amount
outstanding  as of the Rights  Offering  Record Date to be as  described  in the
Prospectus.  The capital stock of the Company conforms in all material  respects
to the  description  thereof  contained in the  Registration  Statement  and the
Prospectus,  and the  certificates for the shares of Common Stock are in due and
proper  form and the  holders of such  shares  will not be  subject to  personal
liability by reason of being such holders.  As of the Closing,  the  outstanding
options,  warrants  and other  rights to purchase  capital  stock of the Company
shall be as set forth in the Registration Statement and the Prospectus under the
heading  "Capitalization."  Immediately following the Closing, all of the issued
and  outstanding  shares of capital  stock,  including the Common Stock,  of the
Company  have been duly  authorized  and  validly  issued and are fully paid and
non-assessable,  have  been  issued in  compliance  with all  federal  and state
securities laws and were not issued in violation of any preemptive right, resale
right,  right of first  refusal or similar right and shall be listed for trading
on Nasdaq. Except as set forth in the Registration  Statement and the Prospectus
(i) no person has the right,  contractual or otherwise,  to cause the Company to
issue or sell to it any  shares of Common  Stock or shares of any other  capital
stock or other  equity  interests  of the  Company  and (ii) no  person  has any
preemptive  rights,  resale  rights,  rights of first refusal or other rights to
purchase  any  shares of Common  Stock or shares of any other  capital  stock or
other equity interests of the Company, and, in the case of each of the foregoing
clauses (i) and (ii),  whether as a result of the filing or effectiveness of the
Registration  Statement  or the issuance of the Rights or the sale of the shares
of Common Stock as contemplated thereby or otherwise; except as set forth in the
Registration Statement and the Prospectus,  no person has the right, contractual
or  otherwise,  to cause the Company to register  under the  Securities  Act any
shares of Common  Stock or shares  of any other  capital  stock or other  equity



- ---------------------------                       ------------------------------
CUSIP No. 019855 10 5             13D                        Page 19 of 30 Pages
- ---------------------------                       ------------------------------


interests  of the  Company,  or to include any such shares or  interests  in the
Registration Statement or the offering contemplated thereby, whether as a result
of the filing or effectiveness of the Registration  Statement or the issuance of
the Rights as contemplated thereby or otherwise.

          (c)   AUTHORIZATION;   NO  BREACH.   The   execution,   delivery   and
performance of this  Agreement and any other  agreement  contemplated  hereby to
which  Alloy is a party  have been  duly  authorized  by Alloy.  Alloy is not in
breach or violation  of or in default  under (nor has any event  occurred  which
with notice,  lapse of time or both would result in any breach of,  constitute a
default under or give the holder of any indebtedness (or a person acting on such
holder's behalf) the right to require the repurchase, redemption or repayment of
all or a part of such  indebtedness  under) its (A) certificate of incorporation
or by-laws, or (B) any indenture,  mortgage,  deed of trust, bank loan or credit
agreement or other evidence of indebtedness,  or any license, lease, contract or
other agreement or instrument to which Alloy is a party or by which it or any of
its  properties  may be bound or affected,  which  breach,  violation or default
could materially and adversely affect Alloy's ability to effect the Spinoff; and
the execution,  delivery and performance of this Agreement,  the issuance of the
Rights and the  issuance and sale of the shares of Common  Stock  issuable  upon
exercise of the Rights and the consummation of the transactions  contemplated in
the Rights  Offering and hereby will not conflict with,  result in any breach or
violation of or constitute a default under (nor  constitute any event which with
notice,  lapse of time or both  would  result in any breach of or  constitute  a
default under) (A) the certificate of  incorporation or by-laws of Alloy, or (B)
any indenture,  mortgage,  deed of trust, bank loan or credit agreement or other
evidence of indebtedness,  or any license, lease, contract or other agreement or
instrument to which Alloy is a party or by which it or any of its properties may
be  bound  or  affected,  or (C) any  federal,  state,  local  or  foreign  law,
regulation or rule or any decree,  judgment or order  applicable  to Alloy;  and
except for the registration under the Securities Act of (A) the shares of Common
Stock to be issued in the  Spinoff,  (B) the Rights and (C) the shares of Common
Stock  issuable  upon  exercise  of the  Rights  and such  consents,  approvals,
authorizations,  registrations  or  qualifications  as may be required under the
Exchange Act and applicable state securities laws in connection with the Spinoff
and the Rights  Offering,  no consent,  approval,  authorization or order of, or
filing or registration  with, any such court or  governmental  agency or body is
required for the execution,  delivery and performance of this Agreement by Alloy
and the consummation of the transactions contemplated hereby.

          (d)   BINDING AGREEMENT;  ENFORCEABILITY. This Agreement has been duly
authorized,  executed and  delivered by Alloy and is a legal,  valid and binding
agreement  of Alloy,  enforceable  in  accordance  with its  terms,  subject  to
applicable  bankruptcy,  insolvency,  reorganization  or similar laws  affecting
creditors'  rights  generally  and  to  general  principles  of  equity  and  to
limitations on the rights to indemnity and contribution  that exist by virtue of
public policy.

          (e)   INDEPENDENT PUBLIC ACCOUNTANTS. BDO Seidman LLP, whose report on
the financial  statements  of Alloy is filed with the  Commission as part of the
Registration Statement and the Prospectus, are independent public accountants as
required by the Act. Ernst & Young LLP, whose report on the financial statements
of  dELiA*s  Corp.  is filed  with the  Commission  as part of the  Registration
Statement and the Prospectus,  are independent public accountants as required by
the Act.

          (f)   FINANCIAL  STATEMENTS.   The  audited  and  unaudited  financial
statements  included in the  Registration  Statement,  together with the related
notes and schedules,  present fairly the financial position of the Company as of
the dates  indicated and the results of operations and cash flows of the Company
for the  periods  specified  and  have  been  prepared  in  compliance  with the
requirements  of the  Securities Act and in conformity  with generally  accepted
accounting principles applied on a consistent basis during the periods involved;



- ---------------------------                       ------------------------------
CUSIP No. 019855 10 5             13D                        Page 20 of 30 Pages
- ---------------------------                       ------------------------------


any  pro  forma  financial  statements  or  data  included  in the  Registration
Statement and the Prospectus  comply with the  requirements of Regulation S-X of
the Act and the Company believes that the assumptions used in the preparation of
such pro  forma  financial  statements  and data are  reasonable,  the pro forma
adjustments  used therein are appropriate to give effect to the  transactions or
circumstances described therein and the pro forma adjustments have been properly
applied to the historical  amounts in the  compilation  of those  statements and
data; the other  financial and  statistical  data set forth in the  Registration
Statement and the Prospectus are accurately  presented in all material  respects
and prepared on a basis  consistent with the financial  statements and books and
records of the Company;  there are no financial  statements  (historical  or pro
forma) that are required to be included in the  Registration  Statement  and the
Prospectus that are not included as required;  and the Company does not have any
material  liabilities  or  obligations,  direct  or  contingent  (including  any
off-balance sheet obligations),  not disclosed in the Registration Statement and
the Prospectus.

          (g)   NO MATERIAL  CHANGES.  Subsequent to the respective  dates as of
which  information is given in the  Registration  Statement and the  Prospectus,
there  has  not  been  (i)  any  material  adverse  change,  or any  development
reasonably  likely to result in a prospective  material  adverse change,  in the
business, properties,  management,  financial condition or results of operations
of the Company taken as a whole,  (ii) any transaction  which is material to the
Company,  (iii) any obligation,  direct or contingent (including any off-balance
sheet  obligations),  incurred by the Company  which is material to the Company,
(iv) any change in the capital stock or (v) any dividend or  distribution of any
kind declared, paid or made on the capital stock of the Company.

          (h)   NO  MATERIAL  MISSTATEMENTS.   The  Registration  Statement  and
Prospectus  complied  in all  material  respects  with the  requirements  of the
Securities  Act and does not contain any untrue  statement of a material fact or
omit to state a material  fact  required to be stated  therein or  necessary  in
order to make the statements  therein, in light of the circumstances under which
they were made, not misleading.

          (i)   BROKER'S FEES. There is no investment banker,  broker, finder or
other  intermediary or advisor that has been retained by or is authorized to act
on behalf of Alloy or the Company or any of its Affiliates who might be entitled
to any fee,  commission  or  reimbursement  of expenses  from MLF as a result of
MLF's  exercise of its Rights in the Rights  Offering and MLF's  purchase of the
Backstop Amount.

     Section 5. REPRESENTATIONS,  WARRANTIES AND COVENANTS OF MLF. As a material
inducement to the Company to enter into this  Agreement,  MLF hereby  represents
and  warrants  that,  and  represents,  warrants  and  covenants as set forth in
paragraph (f) that:

          (a)   ORGANIZATION  AND CORPORATE  POWER.  MLF is a limited  liability
company duly organized,  validly existing and in good standing under the laws of
the State of Delaware and is qualified to do business in every  jurisdiction  in
which its  ownership of property or conduct of business  requires it to qualify.
MLF has all  requisite  limited  liability  company  power and authority and all
material licenses,  permits and authorizations  necessary to own and operate its
properties,  to carry on its business as now conducted and presently proposed to
be conducted and to carry out the  transactions  contemplated by this Agreement,
including, without limitation, its agreement to cause the MLF Funds to subscribe
for the Rights in the Rights Offering.

          (b)   AUTHORIZATION; NO BREACH. The execution of this Agreement by MLF
and the  consummation by MLF of the  transactions  contemplated  hereby will not
conflict  with or  result  in a  breach  or  violation  of any of the  terms  or
provisions of, or constitute a default under, any indenture,  mortgage,  deed of
trust,  loan agreement or other  agreement or instrument to which MLF or any MLF
Fund is a party or by which  MLF or any MLF Fund is bound or to which any of its
property or assets is subject,  nor will such actions result in any violation of
the  provisions of any statute or any order,  rule or regulation of any court or
governmental  agency or body having jurisdiction over MLF or any MLF Fund or its



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CUSIP No. 019855 10 5             13D                        Page 21 of 30 Pages
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property or assets in each case in a manner that would adversely impact MLF's or
any MLF Fund's  ability to  subscribe  for the Rights  hereunder  and effect the
purchase of the Backstop Amount,  each as set forth herein,  and, except for the
registration  of the shares of Common  Stock that  underlie the Rights under the
Securities Act and such consents,  approvals,  authorizations,  registrations or
qualifications  as may be required under the Exchange Act and  applicable  state
securities  laws in  connection  with the  Spinoff and the Rights  Offering,  no
consent,  approval,  authorization or order of, or filing or registration  with,
any such court or  governmental  agency or body is required  for the  execution,
delivery and  performance of this Agreement by MLF and the  consummation  by MLF
and the MLF  Funds of the  transactions  contemplated  hereby  in each case in a
manner that would adversely  impact MLF's or any MLF Fund's ability to subscribe
for the Rights and perform its other obligations hereunder.

          (c)   INVESTMENT  REPRESENTATIONS.  MLF hereby  represents that it and
each MLF Fund  acquiring  the Rights  and the  shares of Common  Stock that will
underlie  the  Rights  purchased  hereunder  or  acquired  pursuant  hereto  are
acquiring  such  Rights and Common  Stock for its own  account  with the present
intention of holding such securities for purposes of investment, and that it has
no intention of selling such securities in a public distribution in violation of
the  federal  securities  laws  or any  applicable  state  securities  laws.  In
addition,  MLF hereby  represents that it is sophisticated in financial  matters
and is able to evaluate the risks and benefits of the  investment  in the Rights
and the shares of Common Stock that will underlie the Rights.

          (d)   BROKER'S FEES. There is no investment banker,  broker, finder or
other  intermediary or advisor that has been retained by or is authorized to act
on behalf of MLF or any MLF Fund who might be entitled to any fee, commission or
reimbursement  of  expenses  from  either  Alloy  or the  Company  or any of its
Affiliates as a result of MLF's or any MLF Fund's  exercise of its Rights in the
Rights Offering and MLF's or any MLF Fund's purchase of the Backstop Amount.

          (e)   SHARES  OF  COMMON  STOCK  BENEFICIALLY  OWNED.  As of the  date
hereof,  (a) MLF is the  beneficial  owner of  7,489,082  shares of Alloy Common
Stock,  (b) MLF Partners,  L.P., is the  beneficial  owner of no shares of Alloy
Common Stock and (c) MLF Offshore  Portfolio  Company,  L.P., is the  beneficial
owner of 7,489,082 shares of Alloy Common Stock.

          (f)   AVAILABLE FUNDS.

               (i)  MLF and the MLF Funds have, or as of the  effective  date of
the Registration  Statement will have, on hand Cash and Cash Equivalents  and/or
Readily Marketable  Securities  sufficient in amount to satisfy their collective
obligations  hereunder.  MLF agrees, on behalf of itself and the MLF Funds, that
each of MLF and the MLF  Funds  shall  keep  on  hand,  until  the  transactions
contemplated  hereby are  consummated or this  Agreement is earlier  terminated,
Cash and Cash Equivalents  and/or Readily  Marketable  Securities  sufficient in
amount to satisfy their collective obligations hereunder.

               (ii) Alloy shall  provide MLF with not less than 5 days notice of
the expected  effective  date of the  Registration  Statement and shall promptly
update such notice if the expected effective date changes. In furtherance of its
obligations  in paragraph (i) above,  not later than the business day before the
date specified in such notice (or the updated notice if applicable),  MLF shall,
on behalf of itself and the MLF Funds, establish one or more separate segregated
accounts  at MLF's prime  broker  into which MLF or the MLF Funds shall  deposit
assets sufficient to satisfy their collective obligations hereunder. The amounts
deposited into such segregated  account(s) shall consist,  in the aggregate,  of
either:



- ---------------------------                       ------------------------------
CUSIP No. 019855 10 5             13D                        Page 22 of 30 Pages
- ---------------------------                       ------------------------------


                    (A)  $20 million of Cash and Cash Equivalents;

                    (B)  Readily  Marketable  Securities  with an aggregate  net
                         Fair Market Value (after subtracting the full amount of
                         all margin  loans and other  similar  encumbrances  for
                         which such Readily Marketable Securities are serving as
                         collateral) of not less than $50 million; or

                    (C)  a letter from an institution,  reasonably  satisfactory
                         to Alloy's  board of  directors to the effect that such
                         institution  commits,  in the  ordinary  course  of its
                         business consistent with applicable margin regulations,
                         to loan  MLF  and/or  the MLF  Funds,  on  margin,  $20
                         million;  provided,  that any  securities  which may be
                         required  to serve as  collateral  for any such  margin
                         loan shall not count as deposit  pursuant to clause (B)
                         above.

     The actual  composition  of such  segregated  account  shall be selected at
MLF's sole  discretion,  and MLF may  satisfy its  obligation  with a mixture of
components from clauses (A), (B) and (C) above in its sole discretion so long as
the mixture is in proportion to the specific requirements of the clauses. By way
of  illustration  only,  MLF may elect to  satisfy  its  obligations  under this
paragraph  (f)(ii)  50%  through  clause  (A)  and  50%  through  clause  (B) by
depositing  into a segregated  account $10 million of Cash and Cash  Equivalents
and Readily  Marketable  Securities with a net Fair Market Value of $25 million.
Alternatively,  MLF may elect to satisfy its  obligations  under this  paragraph
(f)(ii) 25% through  clause (A), 25% through  clause (B) and 50% through  clause
(C) by  depositing  into a  segregated  account  $5  million  of Cash  and  Cash
Equivalents, Readily Marketable Securities with a net Fair Market Value of $12.5
million and a letter committing the issuing  institution to provide,  on margin,
$10 million.

               (iii) Dominion and control of such brokerage account shall at all
times remain with MLF and the MLF Funds.  Notwithstanding the foregoing,  to the
extent that any deposited amounts consist of Readily Marketable Securities,  MLF
shall be required to deposit the  proceeds of any sales  thereof  directly  into
such  segregated  account and such funds shall then be considered  Cash and Cash
Equivalents

     Section 6. CONDITIONtS  TO OBLIGATIONS OF EACH PARTY TO EFFECT THE CLOSING.
The  respective  obligations  of  each  party  to  consummate  the  transactions
contemplated  hereby are subject to the  satisfaction on or prior to the Closing
Date of each of the following conditions:

          (a)   All consents by third parties  (governmental  or otherwise) that
are  required  for the  consummation  of the  transactions  contemplated  hereby
(including,  without limitation,  the consummation of the Rights Offering) shall
have been obtained on terms mutually agreeable to each party.

          (b)   The Registration Statement shall have been timely filed with the
Commission and declared effective; no stop order suspending the effectiveness of
the  Registration  Statement or any part  thereof  shall have been issued and no
proceeding  for that  purpose  shall have been  initiated or  threatened  by the
Commission;  and all requests of the  Commission  for  inclusion  of  additional
information in the Registration  Statement and the Prospectus or otherwise shall
have been complied with in all material respects.

          (c)   No action,  suit or  proceeding  shall be pending or  threatened
before any court or quasi-judicial or administrative  agency of any jurisdiction
or before any arbitrator wherein an unfavorable  judgment,  decree,  injunction,
order or ruling would prevent the  performance  of this  agreement or any of the
transactions contemplated hereby (including, without limitation, the Spinoff and



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CUSIP No. 019855 10 5             13D                        Page 23 of 30 Pages
- ---------------------------                       ------------------------------


the Rights  Offering),  declare unlawful the  transactions  contemplated by this
Agreement (including,  without limitation,  the Spinoff and the Rights Offering)
or cause such transactions to be rescinded.

          (d)   The  Spinoff  and the  Rights  Offering  each  shall  have  been
consummated in conformity with the  requirements and conditions set forth in the
Registration Statement and the Prospectus,  and the shares of Common Stock to be
distributed  in  the  Spinoff  to  Alloy's   stockholders  shall  have  been  so
distributed in the manner set forth in the Registration Statement.

          (e)   The shares of Common Stock underlying the Rights shall have been
listed for trading on Nasdaq.

     Section 7. CONDITIONS TO  OBLIGATIONS OF THE COMPANY TO EFFECT THE CLOSING.
In addition to the conditions set forth in Section 6 above,  the  obligations of
the Company to consummate the  transactions  contemplated  hereby are subject to
each of the  representations  and  warranties of MLF contained in this Agreement
being true and correct in all material respects as of the date hereof and at and
as of the Closing Date as if made at and as of such time,  except  that,  to the
extent  such  representations  and  warranties  address  matters  only  as  of a
particular date, such  representations  and warranties shall, to such extent, be
true and correct at and as of such  particular date as if made at and as of such
particular date.

     Section 8. CONDITIONS TO OBLIGATIONS  OF THE MLF TO EFFECT THE CLOSING.  In
addition to the conditions set forth in Section 6 above,  the obligations of MLF
to consummate the  transactions  contemplated  hereby are subject to (i) each of
the  representations  and warranties of the Company and Alloy  contained in this
Agreement being true and correct in all material  respects as of the date hereof
and at and as of the  Closing  Date as if made  at and as of such  time,  except
that, to the extent such  representations and warranties address matters only as
of a particular date, such representations and warranties shall, to such extent,
be true and  correct at and as of such  particular  date as if made at and as of
such particular date; (ii) MLF's receipt of an opinion of Katten Muchin Rosenman
LLP, counsel to the Company, in form reasonably  satisfactory to MLF, in respect
of this Agreement and the transactions  contemplated  hereby;  (iii) the Company
shall have taken all such action necessary to render inapplicable the provisions
of Section  203 of the  General  Corporation  Law of the State of Delaware as it
relates to MLF and the MLF  Funds;  (iv) the  Company  shall have taken all such
action  necessary  to provide that neither MLF nor any of the MLF Funds shall be
deemed an  "Acquiring  Person"  pursuant to the  provisions  of the  Stockholder
Rights  Agreement to be entered into as of the effective  date of the Spinoff by
Company  and  American  Stock  Transfer & Trust  Company,  as Rights  Agent (the
"RIGHTS  PLAN"),  unless and until MLF, the MLF Funds and their  Affiliates  and
Associates  (as such terms are defined in the Rights Plan) become the Beneficial
Owner  (as such  term is  defined  in the  Rights  Plan) of more than 30% of the
Company's Common Stock, and (v) the Company shall have executed and delivered to
MLF the Registration Rights Agreement, with such changes thereto to which Alloy,
the Company and MLF may mutually agree.

     Section 9. BACKSTOP FEE.

          (a)   Within  three (3) days of the approval by the Board of Directors
of Alloy of the Spinoff, Alloy shall pay to MLF a non-refundable  commitment fee
of  $50,000 by wire  transfer  of  immediately  available  funds to the  account
identified in writing to Alloy.

          (b)   If the Rights  Offering  is  effected,  MLF shall be entitled to
receive at the Closing a non-refundable  fee upon the consummation of the Rights
Offering  and MLF's  purchase of the Backstop  Amount at the  Exercise  Price of
ten-year  warrants to purchase,  at the Exercise Price, that number of shares of
Common Stock that is equal to .08  multiplied  by the number of shares of Common
Stock  issued  pursuant  to the  Rights  Offering.  Such  warrants  shall  be in
substantially  the form attached  hereto as EXHIBIT A, with such changes thereto


- ---------------------------                       ------------------------------
CUSIP No. 019855 10 5             13D                        Page 24 of 30 Pages
- ---------------------------                       ------------------------------

to which Alloy,  the Company and MLF may mutually agree,  and shall be issued at
the Closing or as soon thereafter as reasonably practical.

     Section 10. NO OBLIGATION TO COMPLETE SPINOFF OR RIGHTS  OFFERING.  Nothing
contained in this  Agreement  shall (i) obligate Alloy to initiate or consummate
the Spinoff,  (ii) obligate  Alloy or the Company to initiate or consummate  the
Rights  Offering,  or (iii)  obligate Alloy or the Company to require MLF or any
MLF Fund to purchase  all or any of the shares of Common  Stock  underlying  the
Backstop Amount.

     Section 11. DEFINITIONS.  For the purposes of this Agreement, the following
terms have the meanings set forth below:

     "AFFILIATE" means, with respect to any Person, any other Person directly or
indirectly controlling, controlled by or under direct or indirect common control
with such Person.  For  purposes of this  definition,  "control"  when used with
respect to any specified Person means the power to direct or cause the direction
of the management and policies of such Person,  directly or indirectly,  whether
through the ownership of voting  securities,  by Contract or otherwise,  and the
terms "controlling" and "controlled" have meanings correlative of the foregoing.

     "CASH AND CASH EQUIVALENTS" means cash and other liquid assets,  including,
but not limited to, bank deposits,  paper currency and coins,  negotiable  money
orders and checks, U.S. Treasury bills and money-market fund shares.

     "COMMISSION"   means  the  Securities   and  Exchange   Commission  or  any
governmental body or agency succeeding to the functions thereof.

     "FAIR  MARKET  VALUE"  means,  with  respect  to  any  Readily   Marketable
Securities  as of any date,  the average  closing price (or last sales price) as
reported in The Wall Street Journal of a share or other identifiable  portion of
such Readily  Marketable  Securities on the applicable market (as defined below)
for the 5 most recent trading days occurring  during the 15 calendar-day  period
ending on the  business day  immediately  preceding  the  applicable  date.  For
purposes  hereof,  the "applicable  market" shall mean that national  securities
exchange  or  automated   quotation  system  on  which  the  Readily  Marketable
Securities in question are listed or traded having the largest volume of trading
in such Readily  Marketable  Securities  during the 30 calendar days immediately
preceding the date of such determination.

     "MATERIAL  ADVERSE EFFECT" means any  circumstance,  change in or effect on
the Company or the Merchandising Business that, individually or in the aggregate
with any other  circumstances,  changes  in or  effects  on the  Company  or the
Merchandising  Business  (i) is  materially  adverse to the  business,  affairs,
assets,  liabilities,  results of  operations  or the  condition  (financial  or
otherwise) of the Company or the  Merchandising  Business,  or (ii) likely would
materially  adversely  affect the  ability of the Company to operate and conduct
the Merchandising Business from and after the date of the Spinoff.

     "PERSON" means an  individual,  a  partnership,  a  corporation,  a limited
liability company, association, a joint stock company, a trust, a joint venture,
an  unincorporated  organization  and a governmental  entity or any  department,
agency or political subdivision thereof.

     "READILY  MARKETABLE  SECURITIES" means equity and debt securities that are
listed for trading on a United  States  exchange or automated  quotation  system
(which  shall not  include,  however,  the pink sheets or other  similar  "penny
stock" market).

     "SECURITIES  ACT" means the  Securities  Act of 1933,  as  amended,  or any
similar federal law then in force.

- ---------------------------                       ------------------------------
CUSIP No. 019855 10 5             13D                        Page 25 of 30 Pages
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     Section 12. TERMINATION. This Agreement may be terminated at any time prior
to the Closing as follows:

          (a)    by mutual written consent of Alloy, the Company and MLF;

          (b)    by any of Alloy, the Company or MLF if any governmental  entity
shall  institute any suit or action  challenging the validity or legality of, or
seeking to restrain the consummation  of, the transactions  contemplated by this
Agreement (including, without limitation, the issuance of Rights pursuant to the
Rights Offering);

          (c)    by Alloy or the  Company,  if MLF has  breached in any material
respect any  representation,  warranty or covenant  contained in this Agreement,
provided  that the Company has  notified  MLF of the breach,  and the breach has
continued without cure for a period of 15 days after the notice of such breach;

          (d)    by  MLF,   if   Alloy  or  the   Company   has   breached   any
representation,  warranty,  or  covenant  contained  in  this  Agreement  in any
material  respect,  provided  that MLF has notified the Company and Alloy of the
breach,  and the breach has continued without cure for a period of 15 days after
the notice of such breach;

          (e)    by either Alloy or MLF if the Spinoff is not  consummated on or
prior to December 31, 2005;

          (f)    by Alloy at any time prior to consummation of the Spinoff; and

          (g)    by the  Company at any time after  consummation  of the Spinoff
and prior to consummation of the Rights Offering.

     Section 13. INDEMNIFICATION.

          (a)    (i) The  Company  and  Alloy  jointly  and  severally  agree to
indemnify, defend and hold harmless MLF, each MLF Fund, their members, directors
and officers, and any person who controls MLF or any MLF Fund within the meaning
of Section 15 of the  Securities  Act or Section 20 of the Exchange Act, and the
successors  and assigns of all of the  foregoing  persons,  from and against any
loss,  damage,  expense,  liability or claim  (including the reasonable  cost of
investigation) which, jointly or severally, MLF, any MLF Fund or any such person
may incur  under the  Securities  Act,  the  Exchange  Act,  the  common  law or
otherwise,  insofar as such loss, damage, expense, liability or claim arises out
of or is based upon (A) any untrue  statement or alleged  untrue  statement of a
material fact contained in the  Registration  Statement (or in the  Registration
Statement as amended by any post effective  amendment thereof by the Company) or
in a Prospectus  (the term  Prospectus  for the purpose of this Section 13 being
deemed to include any  preliminary  prospectus  and the Prospectus as amended or
supplemented by the Company),  or arises out of or is based upon any omission or
alleged  omission to state a material  fact required to be stated in either such
Registration  Statement or such  Prospectus or necessary to make the  statements
made therein not misleading,  except insofar as any such loss, damage,  expense,
liability  or claim  arises  out of or is based  upon any  untrue  statement  or
alleged untrue  statement of a material fact contained in and in conformity with
information  concerning MLF or any MLF Fund furnished in writing by or on behalf
of MLF or such MLF Fund to the Company  expressly  for use in such  Registration
Statement or such  Prospectus  or arises out of or is based upon any omission or
alleged  omission to state a material fact in connection  with such  information
required  to be stated in such  Registration  Statement  or such  Prospectus  or
necessary to make such  information not misleading,  (B) any untrue statement or
alleged untrue  statement made by the Company in Section 3 hereof or the failure
by the  Company  to perform  when and as  required  any  agreement  or  covenant
contained herein or (C) any untrue statement or alleged untrue statement made by
Alloy in  Section  4 hereof  or the  failure  by  Alloy to  perform  when and as


- ---------------------------                       ------------------------------
CUSIP No. 019855 10 5             13D                        Page 26 of 30 Pages
- ---------------------------                       ------------------------------

required any  agreement or covenant  contained  herein.  The  provisions of this
Section 13 shall be in addition to, rather than in lieu of, and shall not affect
any rights or remedies MLF, any MLF Fund or any other such  indemnitee  may have
pursuant to law, contract or otherwise.

               (ii)   If any action,  suit or proceeding  (each, a "Proceeding")
is  brought  against  MLF,  any MLF Fund or any such  person in respect of which
indemnity may be sought  against the Company or Alloy  pursuant to the foregoing
paragraph,  MLF, such MLF Fund or such person shall promptly  notify the Company
and Alloy in writing of the  institution  of such  Proceeding and the Company or
Alloy,  as the  case  may be,  shall  assume  the  defense  of such  Proceeding,
including the employment of counsel reasonably  satisfactory to such indemnified
party and payment of all fees and expenses; provided, however, that the omission
to so notify the  Company or Alloy  shall not  relieve the Company or Alloy from
any  liability  that the Company or Alloy may have to MLF,  such MLF Fund or any
such  person  or  otherwise,  except  to the  extent  the  Company  or  Alloy is
materially prejudiced by such omission.  MLF, such MLF Fund or such person shall
have the right to employ its or their own counsel in any such case, but the fees
and expenses of such counsel shall be at the expense of MLF, such MLF Fund or of
such person unless the employment of such counsel shall have been  authorized in
writing  by the  Company  or  Alloy  in  connection  with  the  defense  of such
Proceeding or the Company or Alloy shall not have, within a reasonable period of
time in light of the  circumstances,  employed counsel to defend such Proceeding
or such indemnified party or parties shall have reasonably  concluded that there
may be defenses available to it or them which are different from,  additional to
or in conflict  with those  available to the Company or Alloy (in which case the
Company  or Alloy  shall  not  have the  right to  direct  the  defense  of such
Proceeding  on  behalf of the  indemnified  party or  parties),  in any of which
events such fees and expenses shall be borne by the Company or Alloy and paid as
incurred (it being understood,  however,  that the Company or Alloy shall not be
liable for the  expenses of more than one  separate  counsel (in addition to any
local  counsel) in any one  Proceeding or series of related  Proceedings  in the
same jurisdiction  representing the indemnified  parties who are parties to such
Proceeding   and  such  fees  and  expenses   shall  be  reasonable   under  the
circumstances).  The Company or Alloy shall not be liable for any  settlement of
any  Proceeding  effected  without its written  consent but if settled  with the
written  consent  of the  Company  or  Alloy,  the  Company  or Alloy  agrees to
indemnify  and hold  harmless  MLF,  each MLF Fund and any such  person from and
against any loss or liability by reason of such settlement.  Notwithstanding the
foregoing sentence,  if at any time an indemnified party shall have requested an
indemnifying  party to reimburse the indemnified  party for fees and expenses of
counsel as  contemplated  by the second  sentence  of this  paragraph,  then the
indemnifying  party  agrees  that it shall be liable for any  settlement  of any
Proceeding  effected  without  its  written  consent if (A) such  settlement  is
entered into more than 60 business days after receipt by such indemnifying party
of the  aforesaid  request,  (B) such  indemnifying  party  shall not have fully
reimbursed the  indemnified  party in accordance  with such request prior to the
date of such  settlement  and (C) such  indemnified  party  shall have given the
indemnifying party at least 30 days' prior notice of its intention to settle. No
indemnifying  party shall,  without the prior written consent of the indemnified
party, effect any settlement of any pending or threatened  Proceeding in respect
of which any indemnified party is or could have been a party and indemnity could
have been sought  hereunder by such  indemnified  party,  unless such settlement
includes an unconditional  release of such indemnified  party from all liability
on claims that are the subject matter of such Proceeding and does not include an
admission  of fault,  culpability  or a failure to act,  by or on behalf of such
indemnified party.

          (b)    MLF  shall,  and  shall,  to the extent any MLF Fund shall have
acquired  Rights or Common Stock pursuant to the provisions  hereof,  cause each
MLF Fund to,  indemnify,  defend and hold harmless Alloy and the Company and pay
on behalf of or  reimburse  them in respect of, any claims,  losses or expenses,
including,  without limitation,  reasonable fees and expenses of counsel,  which
Alloy and/or the Company may suffer,  sustain, or become subject to, as a result
of or relating to or arising out of any breach of any representation,  warranty,


- ---------------------------                       ------------------------------
CUSIP No. 019855 10 5             13D                        Page 27 of 30 Pages
- ---------------------------                       ------------------------------

covenant or agreement made by MLF contained in this Agreement.  In addition, MLF
shall,  and shall,  to the extent  any MLF Fund  shall have  acquired  Rights or
Common  Stock  pursuant  to the  provisions  hereof,  cause  each  MLF  Fund to,
indemnify  and hold harmless the Alloy,  the Company,  each of its directors and
officers and each underwriter (if any) and each person, if any, who controls the
Company or any such underwriter  within the meaning of the Securities Act or the
Exchange  Act,  against all losses,  claims,  damages or  liabilities,  joint or
several,  to which the Company,  such  directors and officers,  underwriter,  or
controlling  person may become subject under the Securities  Act,  Exchange Act,
state securities or blue sky laws or otherwise,  insofar as such losses, claims,
damages or liabilities (or actions in respect thereof) arise out of or are based
upon any  untrue  statement  or alleged  untrue  statement  of a  material  fact
contained in any registration statement under which any shares acquired pursuant
to  the  provisions  hereof  were  registered  under  the  Securities  Act,  any
preliminary  prospectus  or  final  prospectus  contained  in such  registration
statement,  or any  amendment or supplement to the  registration  statement,  or
arise out of or are based  upon any  omission  or  alleged  omission  to state a
material fact required to be stated  therein or necessary to make the statements
therein  not  misleading,  and will  reimburse  the Company for any legal or any
other  expenses   reasonably   incurred  by  the  Company  in  connection   with
investigating or defending any such loss, claim, damage, liability or action, if
the  statement  or omission  was made in reliance  upon and in  conformity  with
information  furnished  in writing to the  Company by or on behalf of MLF or any
MLF Fund specifically for inclusion in such registration statement,  prospectus,
amendment or supplement;  provided, however, that the obligations of MLF and the
MLF Funds  hereunder  shall be  limited to an amount  equal to the net  proceeds
received by MLF and the MLF Funds sold as contemplated  therein.  The provisions
of this  Section 13 shall be in addition  to,  rather than in lieu of, and shall
not affect any rights or remedies  Alloy and the  Company  may have  pursuant to
law, contract or otherwise.

     Section 14. MISCELLANEOUS.

          (a)    SUCCESSORS  AND ASSIGNS.  All covenants and  agreements in this
Agreement  by or on behalf of any of the  parties  hereto will bind and inure to
the benefit of the  respective  successors  and  assigns of the  parties  hereto
whether so  expressed  or not.  No party may assign this  agreement  without the
prior written consent of the other parties, which consent shall not be withheld,
conditioned or delayed unreasonably. In addition, MLF, with the consent of Alloy
and the Company,  which  consent shall not be withheld,  conditioned  or delayed
unreasonably, may assign all or a portion of its rights hereunder to one or more
senior  executives  of the  Company  or to  one or  more  of  MLF's  Affiliates;
provided,  that no such  assignment  shall relieve MLF of any of its obligations
hereunder.

          (b)    SURVIVAL OF REPRESENTATIONS AND WARRANTIES. All representations
and  warranties  contained  herein or made in writing by any party in connection
herewith  shall  survive the  execution  and delivery of this  Agreement and the
consummation of the transactions contemplated hereby.

          (c)    SEVERABILITY.   Whenever  possible,   each  provision  of  this
Agreement shall be interpreted in such manner as to be effective and valid under
applicable  law, but if any  provision of this  Agreement is held to be invalid,
illegal or  unenforceable in any respect under any applicable law or rule in any
jurisdiction,  such invalidity,  illegality or unenforceability shall not affect
any other  provision  or any other  jurisdiction,  but this  Agreement  shall be
reformed,  construed  and  enforced  in such  jurisdiction  as if such  invalid,
illegal or unenforceable provision had never been contained herein.

          (d)    CONSTRUCTION.  Whenever the context requires,  each term stated
in either the singular or the plural shall  include the singular and the plural,
and pronouns  stated in either the masculine,  the feminine or the neuter gender
shall include the masculine,  feminine and neuter. The titles and subtitles used
in this  Agreement  are used for  convenience  only  and are not  considered  in


- ---------------------------                       ------------------------------
CUSIP No. 019855 10 5             13D                        Page 28 of 30 Pages
- ---------------------------                       ------------------------------

construing  or  interpreting  this  Agreement.  All  references  to Sections and
Paragraphs  refer to sections and paragraphs of this  Agreement.  The use of the
word  "including"  in this  Agreement  shall be by way of  example  rather  than
limitation.

          (e)    AMENDMENT AND WAIVER.  The  provisions of this Agreement may be
amended  and waived only with the prior  written  consent of each of the parties
hereto.

          (f)    COUNTERPARTS;   FACSIMILE  SIGNATURE.  This  Agreement  may  be
executed  simultaneously in two or more counterparts,  any one of which need not
contain the signatures of more than one party, but all such  counterparts  taken
together  shall  constitute  one and the same  Agreement.  This Agreement may be
executed by facsimile signature.

          (g)    GOVERNING  LAW.  This  Agreement   shall  be  governed  by  and
construed in accordance  with the internal laws of the State of New York without
reference  to (i) its  judicially  or  statutorily  pronounced  rules  regarding
conflict of laws or choice of law to the extent that the  application of the law
of another jurisdiction would be required thereby;  (ii) where any instrument is
executed or delivered;  (iii) where any payment or other performance required by
any such instrument is made or required to be made; (iv) where any breach of any
provision  of any such  instrument  occurs,  or any  cause of  action  otherwise
accrues; (v) where any action or other proceeding is instituted or pending; (vi)
the  nationality,   citizenship,  domicile,  principal  place  of  business,  or
jurisdiction or organization or  domestication  of any party;  (vii) whether the
laws of the forum jurisdiction  otherwise would apply the laws of a jurisdiction
other than the State of New York; or (viii) any  combination  of the  foregoing.
Any action,  suit or  proceeding  initiated by either  party hereto  against the
other party hereto under or in connection  with this letter  agreement  shall be
brought  only in a state or  federal  court  located  in the  State of New York,
County  of  New  York.  Each  party  hereto  submits  itself  to  the  exclusive
jurisdiction  of any such court,  waives any claims of forum non  conveniens and
agrees  that  service of  process  may be  effected  on it by the means by which
notices are to be given pursuant to this agreement.

          (h)    NOTICES. Any notice required or permitted to be given hereunder
shall be in writing, and shall be either (i) personally delivered,  (ii) sent by
U.S.  certified or registered mail, return receipt  requested,  postage prepaid,
(iii) sent by Federal  Express or other  reputable  common carrier  guaranteeing
next business day delivery,  (iv) by electronic  mail; or (iv) by facsimile,  in
any event to the respective addresses of the parties set forth below, or to such
other place as any party hereto may by notice given as provided herein designate
for  receipt of notices  hereunder.  Any such notice  shall be deemed  given and
effective  upon  receipt or refusal of receipt  thereof by the primary  party to
whom it is to be sent; PROVIDED,  HOWEVER, a notice delivered by electronic mail
or  facsimile  after  5:00 PM on any day  shall be deemed  received  on the next
business day.

If to the Alloy or Company:                 Alloy, Inc.
                                            435 Hudson Street,
                                            New York, New York 10014
                                            Attn:  Chief Executive Officer
                                            Fax: (212) 244-4311

with a copy
(which shall not constitute notice) to:     Richard M. Graf
                                            Katten Muchin Rosenman LLP
                                            1025 Thomas Jefferson St, NW
                                            Washington, DC  20007
                                            Fax: (202) 339-6058

If to MLF:                                  MLF Investments LLC
                                            455 North Indian Rocks Road, Suite B


- ---------------------------                       ------------------------------
CUSIP No. 019855 10 5             13D                        Page 29 of 30 Pages
- ---------------------------                       ------------------------------

                                            Belleair Bluffs, Florida 33770
                                            Attn:  Matthew L. Feshbach
                                            Fax: (727) 587-0885

with a copy
(which shall not constitute notice) to:     Steven Wolosky
                                            Olshan Grundman Frome Rosenzweig
                                                  & Wolosky LLP
                                            Park Avenue Tower
                                            65 East 55th Street
                                            New York, NY  10022
                                            Fax: (212) 451-2222

          (i)    This Agreement  constitutes and comprises the entire  agreement
and  understanding  between  parties hereto as of the date hereof with regard to
the  subject  matter  hereof  and  there are no other  prior or  contemporaneous
written or oral  agreements,  undertakings,  promises,  warranties  or covenants
respecting such subject matter not expressly set forth herein.  Without limiting
the  generality  of this  Section  14(i) and  notwithstanding  anything  in this
Agreement to the  contrary,  no party is making any  representation  or warranty
whatsoever,  oral or  written,  express  or  implied,  in  connection  with  the
transactions  contemplated  by this  Agreement  other  than  those  set forth in
Sections 3, 4 or 5 of this  Agreement and no party is relying on any  statement,
representation  or warranty,  oral or written,  express or implied,  made by any
other party except for the  representations and warranties set forth in Sections
3, 4 or 5 of this Agreement.

          (j)    COSTS AND EXPENSES.  The Company and Alloy shall be responsible
for all  expenses  incurred by it related  hereto,  to the  Spinoff,  the Rights
Offering,  or otherwise related to the subject matter hereof.  The Company shall
be  responsible  for  any and  all  costs  and  expenses  (including  reasonable
attorney's  fees)  incurred by MLF and the MLF Funds relating to the Spinoff and
the Rights Offering or otherwise related to the subject matter hereof.

          (k)    PARTIES AT INTEREST. This Agreement has been and is made solely
for the benefit of the  Company,  Alloy and MLF,  and to the extent  provided in
Section 13 hereof the controlling persons, directors and officers referred to in
such  section,  and  their  respective  successors,   assigns,  heirs,  personal
representatives and executors and administrators.  No other person, partnership,
association or corporation shall acquire or have any right under or by virtue of
this Agreement.

          (l)    RESIGNATION  FROM ALLOY'S BOARD. In connection with the Spinoff
and the transactions  contemplated  hereby,  Matthew L. Feshbach,  a controlling
person  of MLF,  hereby  agrees  with  Alloy  that he shall be  recommended  for
reelection to Alloy's board of directors for one additional  term of up to three
(3)  years  when his  current  term  expires  in 2006,  but that he shall not be
nominated  for,  or  reelected  by the  Alloy  board  of  directors  at any time
thereafter  for, any  additional  term on the Alloy board.  Notwithstanding  the
foregoing, Matthew L. Feshbach may resign from the Alloy board at any time.



                                    * * * * *



- ---------------------------                       ------------------------------
CUSIP No. 019855 10 5             13D                        Page 30 of 30 Pages
- ---------------------------                       ------------------------------



     IN WITNESS WHEREOF,  the parties hereto have executed this Standby Purchase
Agreement on the date first written above.




ALLOY, INC.



By:  _______________________
     Name:
     Title:

DELIA*S, INC.



By:  _______________________
     Name:
     Title:


MLF INVESTMENTS LLC


By:  _____________________
     Name:
     Title:


- -------------------------

Matthew L.  Feshbach  (for the
sole purpose of evidencing his
agreement to the provisions of
Section 14(l) hereto.
-----END PRIVACY-ENHANCED MESSAGE-----