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EXHIBIT 4
FORM OF
POWER OF ATTORNEY
The undersigned party to the Family Stockholders Agreement, dated
November __, 1996 (the "Family Stockholder"), does hereby make, constitute and
appoint Stephen I. Kahn as his, her or its true and lawful agent and
attorney-in-fact (hereinafter referred to as the "Attorney") to act in the name
and on behalf of the Family Stockholder with respect to the matters hereinafter
described.
The Attorney shall have the power and authority to do the following:
To execute and deliver any Schedule 13D, Schedule 13G or Forms 3,
4 and 5, or any amendments thereto, required to be filed with the
Securities and Exchange Commission under the Securities Exchange
Act of 1934, as amended, and the rules and regulations promulgated
thereunder, on behalf of the Family Stockholder with regard to any
securities of dELiA*s Inc. or dELiA*s Corp. owned by the Family
Stockholder.
And, in connection with the foregoing, to execute and deliver all
documents, acknowledgments, consents and other agreements and to take such
further action as may be necessary or desirable on behalf of the Family
Stockholder in order to carry out more effectively the intent and purpose of the
foregoing.
Agreements, commitments, documents, instruments and other writings
executed by the Attorney in accordance with the terms hereof shall be binding
upon the Family Stockholder without attestation. The Power of Attorney conferred
hereby shall not be delegable. The Attorney shall serve without compensation for
acting in the capacity of agent and attorney-in-fact hereunder.
This Power of Attorney shall be governed under the laws of the State of
New York.
IN WITNESS WHEREOF, the Family Stockholder has caused this Power of
Attorney to be executed as of the 27th day of October, 2000.
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[Name of Family Shareholder]
