ITURF INC
S-4, 2000-08-31
CATALOG & MAIL-ORDER HOUSES
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<PAGE>
    AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 31, 2000
                                                         REGISTRATION NO.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                            ------------------------

                                    FORM S-4

                             REGISTRATION STATEMENT

                                     UNDER

                           THE SECURITIES ACT OF 1933
                            ------------------------

                                   ITURF INC.

  (Exact name of registrant as specified in its certificate of incorporation)

<TABLE>
<S>                             <C>                          <C>
           DELAWARE                        5961                    13-3963754
 (State or other jurisdiction        (Primary Standard          (I.R.S. Employer
              of                        Industrial           Identification Number)
incorporation or organization)  Classification Code Number)
</TABLE>

<TABLE>
<S>                                                       <C>
                 ONE BATTERY PARK PLAZA                                       STEPHEN I. KAHN
                NEW YORK, NEW YORK 10004                                   ONE BATTERY PARK PLAZA
                     (212) 742-1640                                       NEW YORK, NEW YORK 10004
      (Address, including zip code, and telephone                              (212) 742-1640
      number, including area code, of registrant's                (Name, address, including zip code, and
              principal executive offices)                            telephone number, including area
                                                                        code, of agent for service)
</TABLE>

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

                                   Copies to:

                            JEFFREY A. HORWITZ, ESQ.
                              RONALD R. PAPA, ESQ.
                            MICHAEL R. NEIDELL, ESQ.
                               PROSKAUER ROSE LLP
                                 1585 BROADWAY
                         NEW YORK, NEW YORK 10036-8299
                                 (212) 969-3000
                            ------------------------

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable following consummation of the merger described herein.

    If the securities being registered on this Form are being offered in
connection with the formation of a holding company and if there is compliance
with General Instruction G, check the following box. / /

    If the Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
registration statement for the same offering. / /

    If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /

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

                        CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
                                                              PROPOSED MAXIMUM     PROPOSED MAXIMUM
         TITLE OF SECURITIES                  AMOUNT           OFFERING PRICE     AGGREGATE OFFERING        AMOUNT OF
          TO BE REGISTERED               TO BE REGISTERED       PER SHARE (1)          PRICE (1)       REGISTRATION FEE (1)
<S>                                    <C>                   <C>                  <C>                  <C>
Class A common stock, par value $.01    27,844,294 shares
  per share..........................          (2)                  $1.72             $47,892,186            $12,644
</TABLE>

(1) Estimated solely for the purpose of determining the registration fee in
    accordance with Rule 457(f) under the Securities Act of 1933, based on the
    average of the high and low prices as reported on The Nasdaq Stock Market on
    August 24, 2000 for shares of the Class A common stock, par value $.01 per
    share, of iTurf Inc.

(2) Based upon the maximum number of shares of each class or series of capital
    stock expected to be issued in connection with the transactions described
    herein.
                            ------------------------

    THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(a), MAY DETERMINE.

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<PAGE>
    THESE MATERIALS CONSTITUTE PRELIMINARY PROXY MATERIALS FILED WITH RESPECT TO
FUTURE SPECIAL STOCKHOLDER MEETINGS. SOME OF THE INFORMATION IS PRESENTED AS IT
IS EXPECTED TO EXIST WHEN DEFINITIVE PROXY MATERIALS ARE MAILED TO STOCKHOLDERS,
AND WILL BE REVISED TO REFLECT FACTS THAT EXIST AT THAT TIME.

<TABLE>
<S>                                                      <C>
                        [LOGO]                                                   [LOGO]
</TABLE>

                                                                          , 2000

TO THE STOCKHOLDERS OF DELIA*S INC. AND ITURF INC.:

    iTurf and dELiA*s have agreed to combine through a merger of dELiA*s and a
wholly-owned subsidiary of iTurf. As a result of the merger, dELiA*s will become
a wholly-owned subsidiary of iTurf. In the merger, holders of dELiA*s common
stock will receive 1.715 shares of Class A common stock of iTurf for each share
of dELiA*s common stock they own. We believe that this merger will benefit the
stockholders of both companies and we ask you for your support in voting for the
proposals to be presented at our special meetings.

    In order to complete the merger, iTurf and dELiA*s must obtain the approval
of the merger by their stockholders. iTurf must also obtain the approval by its
stockholders of an amendment to iTurf's certificate of incorporation to increase
the number of authorized shares of iTurf's common stock and to designate
additional shares of Class A common stock. The amendment to iTurf's certificate
of incorporation would also change iTurf's name to dELiA*s iTurf Inc. and
provide that, following the merger, shares of iTurf's Class B common stock will
lose their voting rights upon any transfer, unless the transfer is first
approved by a majority of iTurf's outstanding shares entitled to vote. Following
the merger, iTurf expects that its Class A common stock will be traded on The
Nasdaq Stock Market under the symbol "DLTF."

    In addition, iTurf is requesting that its stockholders elect two Class A
directors of iTurf, ratify the appointment of Ernst & Young LLP as iTurf's
independent auditors and approve an amendment to iTurf's 1999 Amended and
Restated Stock Incentive Plan to provide for automatic increases in 2001 and
2002 of the number of shares of iTurf's Class A common stock authorized to be
issued under that plan.

    Information about the merger and the other matters to be voted on at the
special meetings is contained in this Joint Proxy Statement/Prospectus. We urge
you to read this material, including the section describing risk factors that
begins on page 16.

    The board of directors of dELiA*s has approved the merger agreement and
determined that the merger is advisable and in the best interests of dELiA*s
stockholders, other than iTurf, Stephen I. Kahn, the Chairman, Chief Executive
Officer and principal stockholder of dELiA*s, his family members and other
persons whose shares may be voted by Mr. Kahn under a stockholders agreement and
members of the managements of iTurf and dELiA*s who own shares in both
companies. The dELiA*s board therefore recommends that dELiA*s stockholders vote
"FOR" approval and adoption of the merger agreement.

    The board of directors of iTurf, based in part on the recommendation of a
special committee of independent directors of iTurf, has approved the merger
agreement and determined that the merger is advisable and in the best interests
of iTurf stockholders, other than dELiA*s, Stephen I. Kahn, the Chairman, Chief
Executive Officer and President of iTurf, and their affiliates. The iTurf board
and special committee therefore recommend that iTurf stockholders vote "FOR"
approval and adoption of the merger agreement and the amendment to iTurf's
certificate of incorporation.

    dELiA*s stockholders will vote at dELiA*s special meeting on            ,
2000, at        , local time, at the offices of Proskauer Rose LLP, 1585
Broadway, New York, New York 10036. iTurf stockholders will vote at iTurf's
special meeting on            , 2000 at        , local time, at the offices of
Proskauer Rose LLP, 1585 Broadway, New York, New York 10036.

    We cannot complete the merger unless:

    - the holders of at least two-thirds of the outstanding shares of dELiA*s
      common stock vote to approve the merger;

    - the holders of at least a majority of the outstanding shares of iTurf's
      common stock vote to approve the merger; and

    - the holders of at least a majority of the outstanding shares of iTurf's
      common stock vote to approve the amendment to iTurf's certificate of
      incorporation.

    Only stockholders who hold shares of iTurf's common stock or dELiA*s common
stock at the close of business on            , 2000 will be entitled to vote at
the special meetings.

    YOUR VOTE IS VERY IMPORTANT, REGARDLESS OF THE NUMBER OF SHARES YOU OWN.
PLEASE VOTE AS SOON AS POSSIBLE TO MAKE SURE THAT YOUR SHARES ARE REPRESENTED AT
THE APPROPRIATE SPECIAL MEETING. TO VOTE YOUR SHARES, YOU MAY COMPLETE AND
RETURN THE ENCLOSED PROXY CARD OR YOU MAY BE ABLE TO SUBMIT YOUR PROXY OR VOTING
INSTRUCTIONS BY TELEPHONE OR THE INTERNET. IF YOU ARE A HOLDER OF RECORD, YOU
MAY ALSO CAST YOUR VOTE IN PERSON AT THE APPROPRIATE SPECIAL MEETING. IF YOUR
SHARES ARE HELD IN AN ACCOUNT AT A BROKERAGE FIRM OR BANK, YOU MUST INSTRUCT
THEM ON HOW TO VOTE YOUR SHARES.

<TABLE>
<S>                                                    <C>
                                                       SINCERELY,

                                                       STEPHEN I. KAHN
                                                       CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE OFFICER
                                                       DELIA*S INC.
                                                       ITURF INC.
</TABLE>

    NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ADEQUACY OR ACCURACY OF THIS JOINT PROXY STATEMENT/PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

    This Joint Proxy Statement/Prospectus is dated            , 2000 and was
first mailed to stockholders on or about            , 2000.
<PAGE>
                                   ITURF INC.
      NOTICE OF SPECIAL MEETING IN LIEU OF ANNUAL MEETING OF STOCKHOLDERS
                        TO BE HELD ON             , 2000

To Our Stockholders:

    We will hold a special meeting in lieu of an annual meeting of stockholders
of iTurf Inc. on             , 2000, beginning at       , local time, at the
offices of Proskauer Rose LLP, 1585 Broadway, New York, New York 10036, for the
purpose of considering and voting upon the following matters:

    - A proposal to approve and adopt the Agreement and Plan of Merger, dated as
      of August 16, 2000, among iTurf, iTurf Breakfast Corp. and dELiA*s. Under
      the merger agreement, each outstanding share of common stock of dELiA*s
      will be converted into 1.715 shares of Class A common stock of iTurf.

    - An amendment to iTurf's certificate of incorporation through which:

       --  iTurf will increase the number of authorized shares of iTurf's common
           stock and designate additional shares of Class A common stock;

       --  iTurf will change its name to dELiA*s iTurf Inc.; and

       --  iTurf will provide that, upon any transfer of shares of iTurf's
           Class B common stock, the transferred shares will lose their voting
           rights, unless the transfer is first approved by a majority of
           iTurf's outstanding shares entitled to vote.

    - An amendment to iTurf's 1999 Amended and Restated Stock Incentive Plan to
      provide for automatic increases in 2001 and 2002 of the number of shares
      of iTurf's Class A common stock authorized to be issued under that plan.

    - The election of two Class A directors of iTurf.

    - The ratification of the appointment of Ernst & Young LLP as iTurf's
      independent auditors.

    - Such other matters as may be properly brought before the special meeting,
      or any adjournments or postponements of the special meeting.

    Only holders of shares of common stock of iTurf reflected in its records at
the close of business on             , 2000 are entitled to notice of and to
vote at the special meeting and any adjournments or postponements of the special
meeting.

    The attached Joint Proxy Statement/Prospectus discusses the merger agreement
and the other matters to be voted upon by iTurf's stockholders at the special
meeting. A copy of the merger agreement is included as Annex A to the Joint
Proxy Statement/Prospectus. You are encouraged to read the Joint Proxy
Statement/Prospectus and the documents incorporated by reference carefully and
completely.

    Your vote is important and we urge you to complete, sign, date and return
your proxy card, or, if available, to submit your proxy or voting instructions
by telephone or through the Internet, as promptly as possible, whether or not
you expect to attend the special meeting. If you are unable to attend in person
and you return your proxy card, or submit your proxy or voting instructions by
telephone or through the Internet, your shares will be voted at the special
meeting. A return envelope for your proxy card is included for your convenience.
If your shares are held in "street name" by your broker or other nominee, only
that holder can vote your shares. You should follow the directions provided by
your broker or nominee regarding how to instruct them to vote your shares.
<PAGE>
    Our principal executive offices are located at One Battery Park Plaza, New
York, New York 10004. Our telephone number is (212) 742-1640.

                                        By Order of the Board of Directors
                                        Alex S. Navarro
                                        Secretary

New York, New York
            , 2000
<PAGE>
                                  DELIA*S INC.
                   NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
                        TO BE HELD ON             , 2000

To Our Stockholders:

    We will hold a special meeting of stockholders of dELiA*s Inc. on
            , 2000, beginning at       , local time, at the offices of Proskauer
Rose LLP, 1585 Broadway, New York, New York 10036, for the purpose of
considering and voting upon the following matters:

    - A proposal to approve and adopt the Agreement and Plan of Merger, dated as
      of August 16, 2000, among iTurf, iTurf Breakfast Corp. and dELiA*s. Under
      the merger agreement, each outstanding share of common stock of dELiA*s
      will be converted into 1.715 shares of Class A common stock of iTurf.

    - Such other matters as may be properly brought before the special meeting,
      or any adjournments or postponements of the special meeting.

    Only holders of shares of common stock of dELiA*s reflected in its records
at the close of business on             , 2000 are entitled to notice of and to
vote at the special meeting and any adjournments or postponements of the special
meeting.

    The attached Joint Proxy Statement/Prospectus discusses the merger agreement
and other related matters. A copy of the merger agreement is included as Annex A
to the Joint Proxy Statement/ Prospectus. You are encouraged to read the Joint
Proxy Statement/Prospectus and the documents incorporated by reference carefully
and completely.

    Your vote is important and we urge you to complete, sign, date and return
your proxy card, or, if available, to submit your proxy or voting instructions
by telephone or through the Internet, as promptly as possible, whether or not
you expect to attend the special meeting. If you are unable to attend in person
and you return your proxy card, or submit your proxy or voting instructions by
telephone or through the Internet, your shares will be voted at the special
meeting. A return envelope for your proxy card is included for your convenience.
If your shares are held in "street name" by your broker or other nominee, only
that holder can vote your shares. You should follow the directions provided by
your broker or nominee regarding how to instruct them to vote your shares.

    Our principal executive offices are located at 435 Hudson Street, New York,
New York 10014. Our telephone number is (212) 807-9060.

                                          By Order of the Board of Directors
                                          Timothy B. Schmidt

                                          Secretary

New York, New York
            , 2000
<PAGE>
                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                PAGE
                                                              --------
<S>                                                           <C>
QUESTIONS AND ANSWERS.......................................       1

SUMMARY.....................................................       2
  The Companies.............................................       2
  Reasons for the Merger....................................       3
  Description of the Merger Proposal........................       4
  What You Will Receive in the Merger.......................       4
  Amendment to iTurf's Certificate of Incorporation.........       5
  Information Concerning the dELiA*s Special Meeting........       5
  dELiA*s Recommendations to its Stockholders...............       5
  Information Concerning the iTurf Special Meeting..........       6
  iTurf's Recommendations to its Stockholders...............       7
  The Special Committee.....................................       7
  Fairness Opinion of iTurf's Financial Advisor.............       8
  Fairness Opinion of dELiA*s Financial Advisor.............       8
  Listing on The Nasdaq Stock Market........................       8
  No Dissenters' Rights of Appraisal........................       8
  Material Federal Income Tax Consequences..................       8
  Comparative Per Share Information.........................       9
  Summary Historical Financial Information of iTurf.........      10
  Summary Historical Financial Information of dELiA*s.......      11
  Summary Pro Forma Financial Information...................      13
  Comparative Stock Prices and Dividends....................      14

RISK FACTORS................................................      15
  Risk Factors Relating to the Merger.......................      15
  Risk Factors Relating to the Business of the Combined
    Company.................................................      16
  Risks Relating to the Internet Industry...................      27

CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING
  STATEMENTS................................................      29

SPECIAL FACTORS.............................................      30
  Purposes and Reasons......................................      30
  Background of the Merger..................................      30
  Effects of the Merger.....................................      38
  Opinion of Financial Advisor to the Board of Directors of
    dELiA*s.................................................      38
  Opinion of Financial Advisor to the Special Committee of
    iTurf...................................................      44
  Financial Projections of dELiA*s..........................      51
  Financial Projections of iTurf............................      54
  Recommendation of the dELiA*s Board of Directors..........      56
  Recommendation of the iTurf Board of Directors............      60
  Material Federal Income Tax Consequences of the Merger to
    dELiA*s Stockholders....................................      64

ACCOUNTING TREATMENT OF THE MERGER..........................      66

DESCRIPTION OF THE MERGER PROPOSAL..........................      66

MEMBERS OF MANAGEMENT HAVE INTERESTS THAT ARE DIFFERENT FROM
  YOURS.....................................................      67

LEGAL PROCEEDINGS...........................................      67

RELATED TRANSACTIONS........................................      68
  Purchase of dELiA*s Common Stock..........................      68
  Purchase of TSISoccer.com Domain Name.....................      68
  Intercompany Agreements...................................      68

THE SPECIAL MEETING OF THE STOCKHOLDERS OF dELiA*s..........      72
  Matters to be Considered..................................      72
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
                                                                PAGE
                                                              --------
<S>                                                           <C>
  Proxies...................................................      72
  Solicitation of Proxies...................................      73
  Voting Rights and Votes Required..........................      73
  Voting of Proxies.........................................      74
  No Dissenters' Rights of Appraisal........................      74
  Recommendation of the dELiA*s Board of Directors..........      74

THE SPECIAL MEETING OF THE STOCKHOLDERS OF iTurf............      75
  Matters to be Considered..................................      75
  Proxies...................................................      75
  Solicitation of Proxies...................................      76
  Voting Rights and Votes Required..........................      76
  Voting of Proxies.........................................      77
  No Dissenters' Rights of Appraisal........................      78
  Recommendation of the iTurf Board of Directors and the
    Special Committee.......................................      78

THE MERGER AGREEMENT........................................      79
  Form of Merger............................................      79
  Effective Time of the Merger..............................      79
  Surviving Corporation Certificate of Incorporation........      79
  Surviving Corporation Bylaws..............................      79
  Surviving Corporation Directors and Officers..............      79
  Merger Consideration to be Received by dELiA*s
    Stockholders............................................      79
  Exchange of Certificates..................................      80
  No Fractional Shares Will be Issued.......................      80
  Representations and Warranties............................      80
  Stock Option Plans........................................      81
  No Solicitation...........................................      81
  Directors' and Officers' Indemnification and Insurance....      82
  Election of Directors of iTurf............................      82
  Voting of dELiA*s Common Stock............................      82
  Limitation on Issuance of Options and Restricted Stock....      82
  Conditions to Consummation of the Merger..................      83
  Termination...............................................      84
  Fees and Expenses.........................................      84
  Amendment; Waiver.........................................      85

DESCRIPTION OF iTurf's CAPITAL STOCK FOLLOWING THE MERGER...      86
  iTurf's Authorized Capital Stock..........................      86
  iTurf's Common Stock......................................      86
  iTurf's Preferred Stock...................................      88
  Anti-Takeover Effects of Provisions of Delaware Law and
    iTurf's Second Restated Certificate of Incorporation and
    Bylaws..................................................      88
  Classified Board of Directors.............................      89
  Special Meetings of Stockholders..........................      89
  Written Consent...........................................      89
  Advance Notice Requirements for Stockholder Proposals and
    Director Nominations....................................      89
  Limitations on Liability and Indemnification of Officers
    and Directors...........................................      89
  Authorized but Unissued Shares............................      90
  Listing...................................................      90
  Transfer Agent and Registrar..............................      90

COMPARISON OF RIGHTS OF STOCKHOLDERS OF iTurf AND dELiA*s...      91
  General...................................................      91
  Capitalization............................................      91
  Preemptive Rights.........................................      92
  Voting Rights.............................................      92
  Special Meetings of Stockholders..........................      92
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
                                                                PAGE
                                                              --------
<S>                                                           <C>
  Advance Notice Requirements...............................      93
  Election of Directors.....................................      93
  Vacancies and Removal of Directors........................      94
  Certain Business Combinations.............................      94
  Amendments to Certificates of Incorporation and Bylaws....      94
  Limitations on Liability, Indemnification of Directors and
    Officers and Insurance..................................      95
PROPOSAL TO AMEND iTurf's CERTIFICATE OF INCORPORATION......      96
PROPOSAL TO AMEND iTurf's 1999 AMENDED AND RESTATED STOCK
  INCENTIVE PLAN............................................      97
PROPOSAL TO ELECT DIRECTORS OF iTurf........................     101
EXECUTIVE OFFICERS AND DIRECTORS OF iTurf...................     103
  Meetings of the Board of Directors of iTurf...............     105
  Committees of the Board of Directors of iTurf.............     105
  Compensation of Directors of iTurf........................     105
BENEFICIAL OWNERSHIP OF VOTING SECURITIES OF iTurf..........     106
BENEFICIAL OWNERSHIP OF VOTING SECURITIES OF dELiA*s........     108
  Family Stockholders Agreement.............................     109
EXECUTIVE COMPENSATION OF iTurf.............................     110
  Summary Compensation Table................................     110
  Option Grants in Last Fiscal Year.........................     111
  Fiscal Year-End Option Values.............................     111
  Employment Agreements and Change of Control
    Arrangements............................................     111
  Compensation Committee Report.............................     112
  Compensation Committee Interlocks and Insider
    Participation...........................................     113
PERFORMANCE GRAPH...........................................     114
COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT
  OF 1934...................................................     114
PROPOSAL TO RATIFY iTurf's INDEPENDENT AUDITORS.............     114
PRO FORMA FINANCIAL INFORMATION.............................     115
  Unaudited Pro Forma Condensed Consolidated Financial
    Information.............................................     115
  Notes to Unaudited Pro Forma Condensed Consolidated
    Financial Statements....................................     120
  Pro Forma Capitalization..................................     122
SELECTED FINANCIAL INFORMATION..............................     123
  Selected Historical Financial Information of iTurf........     123
  Selected Historical Financial Information of dELiA*s......     124
BUSINESS OF iTurf...........................................     125
BUSINESS OF dELiA*s.........................................     136
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
  AND RESULTS OF OPERATIONS OF iTurf........................     141
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
  AND RESULTS OF OPERATIONS OF dELiA*s......................     149

EXPERTS.....................................................     157

LEGAL MATTERS...............................................     157

WHERE YOU CAN FIND MORE INFORMATION.........................     158

INDEX TO FINANCIAL STATEMENTS...............................     F-1

ANNEX A: AGREEMENT AND PLAN OF MERGER.......................     A-1

ANNEX B: SECOND RESTATED CERTIFICATE OF INCORPORATION OF
  ITURF INC.................................................     B-1

ANNEX C: OPINION OF U.S. BANCORP PIPER JAFFRAY..............     C-1

ANNEX D: OPINION OF SALOMON SMITH BARNEY....................     D-1

ANNEX E: ITURF INC. 1999 AMENDED AND RESTATED STOCK
  INCENTIVE PLAN............................................     E-1
</TABLE>
<PAGE>
                             QUESTIONS AND ANSWERS

Q.  WHAT WILL DELIA*S STOCKHOLDERS RECEIVE FOR EACH SHARE OF DELIA*S COMMON
    STOCK?

A. At the time of the merger, dELiA*s stockholders will receive 1.715 shares of
    iTurf's Class A common stock for each share of dELiA*s common stock that
    they own.

Q.  HOW WILL THE MERGER AFFECT ME?

A. Current dELiA*s stockholders will receive shares of iTurf's Class A common
    stock in the merger and will own approximately 74% of the total outstanding
    common stock of iTurf, excluding shares held in treasury or by any of
    iTurf's subsidiaries, following the merger. iTurf stockholders will continue
    to hold their shares of iTurf's Class A common stock, which will represent
    approximately 26% of the total outstanding common stock of iTurf, excluding
    shares held in treasury or by any of iTurf's subsidiaries, following the
    merger.

Q.  WHAT DO I NEED TO DO NOW?

A. Please vote your shares as soon as possible so that your shares will be
    represented at the appropriate special meeting. You may grant your proxy by
    signing your proxy card and mailing it in the enclosed return envelope or,
    if available, by submitting your proxy or voting instructions by telephone
    or through the Internet. Alternatively, you may vote in person at the
    appropriate stockholders meeting. The dELiA*s stockholders meeting will be
    held at           , local time, on           , 2000 at the offices of
    Proskauer Rose LLP, 1585 Broadway, New York, New York 10036. The iTurf
    stockholders meeting will be held at           , local time, on           ,
    2000 at the offices of Proskauer Rose LLP, 1585 Broadway, New York, New York
    10036.

Q.  WHAT REMEDY DO I HAVE IF I DO NOT VOTE FOR THE MERGER AND THE MERGER
    PROCEEDS ANYWAY?

A. Neither dELiA*s nor iTurf stockholders will be entitled to dissenters' rights
    of appraisal.

Q.  WHEN IS THE MERGER EXPECTED TO CLOSE?

A. We hope to complete the merger in the fourth quarter of 2000, shortly after
    the special meetings are held.

Q.  WHO CAN HELP ANSWER MY QUESTIONS?

A. If you have more questions about the merger, you should contact:

   Morrow & Co., Inc.
    445 Park Avenue, 5th Floor
    New York, New York 10022
    Telephone: 1-800-566-9061

                                       1
<PAGE>
                                    SUMMARY

    Because this is a summary, it does not contain all of the information that
may be important to you. To better understand the merger, and for a more
complete description of the legal terms of the merger, you should carefully read
this entire Joint Proxy Statement/Prospectus and the documents to which we have
referred you. See "Where You Can Find More Information" on page 158. You should
not place undue reliance on forward-looking statements in this document or the
documents to which we have referred you. See "Cautionary Statement Concerning
Forward-Looking Statements" at page 29 . Throughout this Joint Proxy
Statement/Prospectus, references to "the companies," "we," "our" and "us" refer
to both dELiA*s and iTurf.

THE COMPANIES

dELiA*s Inc.
435 Hudson Street
New York, New York 10014
(212) 807-9060

    dELiA*s, a Delaware corporation, is a leading marketer of casual apparel,
accessories, soccer merchandise and Internet content and community services to
young men and women between the ages of 13 and 24, an age group known as
"Generation Y."

    Through the DELIA*S catalog, dELiAs.cOm Web site operated by iTurf,
full-priced stores and discount outlet stores, dELiA*s is a leading marketer of
casual apparel, related accessories, home furnishings and cosmetics to
Generation Y girls and young women. Through dELiA*s TSI SOCCER catalog, Web site
operated by iTurf and retail stores, dELiA*s is a leading marketer of specialty
soccer merchandise to Generation Y boys and girls. dELiA*s other catalogs with
related Web sites operated by iTurf include DROOG, an apparel and accessories
title that targets Generation Y young men, and STORYBOOK HEIRLOOMS, which
primarily offers fashionable, upscale special occasion outfits, casual apparel
and accessories for girls ages 4 to 11 and their mothers. dELiA*s has announced
that it intends to dispose of several non-core businesses, including its TSI
Soccer and Storybook Heirlooms businesses.

    Initially, dELiA*s owned 100% of the common stock of iTurf. On April 14,
1999, dELiA*s completed an initial public offering of 28% of the common stock of
iTurf. The net proceeds of the iTurf offering were $97.4 million, of which iTurf
used $17.7 million to purchase 551,046 shares of dELiA*s common stock. Of the
12,500,000 shares of iTurf's Class B common stock that were held by dELiA*s
following the initial public offering, dELiA*s sold 1,075,000 shares during the
fourth quarter of fiscal 1999. As a result of these sales and new issuances by
iTurf, dELiA*s owned approximately 54% of the value of iTurf, constituting 88%
of the voting power, at August 21, 2000.

    Shares of dELiA*s common stock are listed on The Nasdaq Stock Market under
the symbol "DLIA."

    Generally, when we refer to dELiA*s in this Joint Proxy
Statement/Prospectus, we are referring to dELiA*s Inc. and its subsidiaries.

iTurf Inc.
One Battery Park Plaza
New York, New York 10004
(212) 742-1640

    iTurf, a Delaware corporation, is a leading provider of Internet community,
content and electronic commerce, or e-commerce, services focused primarily on
teens and young adults, based on sales and traffic on iTurf's Web sites. There
are 46 million people between the ages of 13 and 24. They account for over
$278 billion of disposable income. iTurf's network of Web sites is an online
destination that

                                       2
<PAGE>
addresses the concerns, interests, tastes and needs of this demographic group.
iTurf combines the style and editorial flair of media focused on teens and young
adults with direct marketing and e-commerce competencies. iTurf's network of Web
sites includes sites that offer interactive web/zines with proprietary content,
chat rooms, posting boards, personal homepages and e-mail, as well as online
shopping opportunities. iTurf's network is currently comprised of the following
community sites:

    - gURL.com

    - iTurf.com

    - OnTap.com

    - TheSpark.com

    - SparkNotes.com

and the following commerce sites that offer a wide range of apparel,
accessories, footwear, athletic gear and home furnishings:

    - dELiAs.cOm

    - tsisoccer.com

    - discountdomain.com

    - droog.com

    - StorybookHeirlooms.com

    The number of visitors to iTurf's Web sites and online sales have grown
rapidly over the last year as a result of both internal growth and acquisitions.
iTurf estimates that the number of Web pages viewed by online users per month on
iTurf's Web sites has grown from approximately 35 million in February 1999 to
approximately 172 million in February 2000. iTurf's revenues have increased from
$4.0 million in fiscal 1998 to $24.8 million in fiscal 1999.

    Shares of iTurf's Class A common stock are listed on The Nasdaq Stock Market
under the symbol "TURF." After the merger, shares of iTurf's Class A common
stock are expected to be listed on The Nasdaq Stock Market under the symbol
"DLTF."

    Generally, when we refer to iTurf in this Joint Proxy Statement/Prospectus,
we are referring to iTurf Inc. and its subsidiaries.

REASONS FOR THE MERGER

    We believe that the merger will be beneficial to both companies and our
stockholders because we believe that:

    - The merger will facilitate more effective management of the companies'
      direct marketing businesses.

    - The relationship between iTurf and dELiA*s will be simplified by removing
      the structural complexity that we believe has caused both companies to be
      undervalued by the capital markets.

    - The merger will allow the combined company to sell integrated
      on-line/offline packages to advertisers.

    - The merger will eliminate the intercompany agreements between iTurf and
      dELiA*s, which have had a material adverse effect on dELiA*s and may in
      the future have a material adverse effect on both companies.

                                       3
<PAGE>
    - The revenue sources of the combined company will be more diverse and
      scalable than those of dELiA*s and iTurf separately.

    - The merger will increase the marketability, and therefore the value, of
      various assets held by the two companies.

    - The merger will eliminate potential conflicts of interest for the
      management and directors of both companies.

    - The merger will result in administrative savings.

    - The merger will eliminate the non-competition agreement between iTurf and
      dELiA*s that constrains each company's ability to expand its business.

    - The merger will allow a more efficient use of capital resources.

    - The merger will reduce the anti-takeover effect of the ownership structure
      of, and the relationship between, the two companies.

    - The merger will reduce the impact on both iTurf and dELiA*s of recent
      public capital market trends affecting small companies, including the low
      liquidity in the public markets resulting from the small market float of
      their common stock and the absence of significant analyst coverage of both
      companies.

DESCRIPTION OF THE MERGER PROPOSAL

    The board of directors of dELiA*s and, based in part upon the recommendation
of a special committee of independent directors of iTurf, the board of directors
of iTurf have approved a merger in which a wholly-owned subsidiary of iTurf will
merge with and into dELiA*s. As a result of the merger, dELiA*s will be the
surviving corporation and will become a wholly-owned subsidiary of iTurf.

    We cannot complete the merger unless dELiA*s stockholders approve and adopt
the merger agreement at dELiA*s special meeting of stockholders and unless iTurf
stockholders approve and adopt the merger agreement and the amendment to iTurf's
certificate of incorporation at iTurf's special meeting of stockholders.

WHAT YOU WILL RECEIVE IN THE MERGER

    For each share of dELiA*s common stock owned before the merger, dELiA*s
stockholders will receive 1.715 shares of iTurf's Class A common stock. Current
dELiA*s stockholders will therefore own approximately 74% of the total
outstanding common stock of iTurf, excluding shares held in treasury or by any
of iTurf's subsidiaries, following the merger. iTurf stockholders will continue
to hold their shares of iTurf's Class A common stock, which will represent
approximately 26% of the total outstanding common stock of iTurf, excluding
shares held in treasury or by any of iTurf's subsidiaries, following the merger.

    The 11,425,000 currently outstanding shares of iTurf's Class B common stock,
all of which are owned by dELiA*s and which presently represent approximately
54% of the total outstanding common stock of iTurf and approximately 88% of the
voting power, will continue to be held by dELiA*s following the merger. However,
under Delaware law, shares held by dELiA*s may not be voted or counted for
purposes of determining a quorum at any subsequent meeting of iTurf
stockholders. For accounting purposes, these shares will be deemed to be
treasury shares of iTurf and will not be dilutive to earnings per share. In
addition, the proposed amendment to iTurf's certificate of incorporation to be
considered at iTurf's special meeting would eliminate altogether the voting
rights of the Class B common stock upon any transfer of those shares by dELiA*s.

                                       4
<PAGE>
AMENDMENT TO ITURF'S CERTIFICATE OF INCORPORATION

    In connection with the merger, iTurf is proposing to amend its certificate
of incorporation:

    - to increase the number of its authorized shares of common stock; and

    - to designate additional shares of Class A common stock for issuance to
      dELiA*s stockholders in the merger and upon exercise of dELiA*s options
      assumed by iTurf in the merger.

The amendment would also change iTurf's name to dELiA*s iTurf Inc. to reflect
the combination of the two companies as a result of the merger. In addition, the
amendment would provide that, upon any transfer of shares of iTurf's Class B
common stock, the transferred shares will lose their voting rights, unless the
transfer is first approved by a majority of iTurf's outstanding shares entitled
to vote. This provision is designed to protect iTurf's Class A stockholders
against dilution of their voting power following the merger.

    We cannot complete the merger unless iTurf stockholders approve the
amendment to iTurf's certificate of incorporation at iTurf's special meeting.

INFORMATION CONCERNING THE DELIA*S SPECIAL MEETING

    The date and time of the dELiA*s special meeting is             , 2000, at
      local time. The meeting will be held at the offices of Proskauer Rose LLP,
1585 Broadway, New York, New York 10036.

    At the dELiA*s special meeting, the holders of dELiA*s common stock will be
asked to approve and adopt the merger agreement. You may vote at the meeting if
you were the record owner of shares of dELiA*s common stock at the close of
business on             , 2000. You will have one vote for each share of dELiA*s
common stock that you own.

    We cannot complete the merger unless we receive the affirmative vote of at
least two-thirds of the outstanding shares of dELiA*s common stock.

    As of the date of this Joint Proxy Statement/Prospectus, Stephen I. Kahn,
the Chairman and Chief Executive Officer of dELiA*s who beneficially owns
approximately 37% of dELiA*s common stock entitled to vote on the merger,
including shares of his family members and other persons subject to a
stockholders agreement, has agreed to vote these shares in favor of the merger.
The other directors and executive officers of dELiA*s and iTurf and their
affiliates, who collectively beneficially own an additional 3.7% of dELiA*s
common stock entitled to vote on the merger, have indicated their intention to
vote in favor of the merger. In addition, some directors and officers of dELiA*s
have been issued an aggregate of 1,700,775 shares of restricted stock,
representing approximately 10.5% of the total outstanding shares of dELiA*s
common stock entitled to vote on the merger, that were unvested as of the record
date. Each of these directors and officers has delivered an irrevocable proxy to
dELiA*s, covering these shares of restricted stock until vested, requiring
dELiA*s to vote these shares proportionately according to all shares of dELiA*s
common stock actually voted, without regard to the shares not voted, on any
matter to properly come before the stockholders of dELiA*s.

DELIA*S RECOMMENDATIONS TO ITS STOCKHOLDERS

    The dELiA*s board of directors believes that the merger is advisable and in
the best interests of dELiA*s and the dELiA*s stockholders, other than iTurf,
Stephen I. Kahn, his family members and other persons whose shares may be voted
by Mr. Kahn under a stockholders agreement and members of the managements of
iTurf and dELiA*s who own shares in both companies. Accordingly, the dELiA*s
board of directors has approved the merger agreement and recommends that dELiA*s
stockholders vote "FOR" approval and adoption of the merger agreement. See
"Special Factors--Recommendation of the dELiA*s Board of Directors."

                                       5
<PAGE>
INFORMATION CONCERNING THE ITURF SPECIAL MEETING

    The date and time of the iTurf special meeting is             , 2000, at
      local time. The meeting will be held at the offices of Proskauer Rose LLP,
1585 Broadway, New York, New York 10036.

    At the iTurf special meeting, the holders of iTurf's common stock will be
asked to approve the following matters:

    - A proposal to approve and adopt the merger agreement.

    - An amendment to iTurf's certificate of incorporation through which:

       --  iTurf will increase the number of authorized shares of iTurf's common
           stock and designate additional shares of Class A common stock;

       --  iTurf will change its name to dELiA*s iTurf Inc.; and

       --  iTurf will provide that, upon any transfer of shares of iTurf's
           Class B common stock, the transferred shares will lose their voting
           rights, unless the transfer is first approved by a majority of
           iTurf's outstanding shares entitled to vote.

    - An amendment to iTurf's 1999 Amended and Restated Stock Incentive Plan to
      provide for automatic increases in 2001 and 2002 of the number of shares
      of iTurf's Class A common stock authorized to be issued under that plan.

    - The election of two Class A directors of iTurf.

    - The ratification of the appointment of Ernst & Young LLP as iTurf's
      independent auditors.

You may vote at the meeting if you were the record owner of shares of iTurf's
common stock at the close of business on             , 2000. Holders of iTurf's
Class A common stock will have only one vote for each share that they own.
dELiA*s, the sole holder of the 11,425,000 outstanding shares of iTurf's
Class B common stock, will have six votes for each share that it owns.

    We cannot complete the merger unless we receive the required approvals of
the following two proposals:

    - The approval and adoption of the merger agreement, which requires the
      affirmative vote of a majority of the outstanding shares of iTurf's common
      stock entitled to vote.

    - The amendment to iTurf's certificate of incorporation, which requires the
      affirmative vote of a majority of the outstanding shares of iTurf's common
      stock entitled to vote, except that approval of the provision regarding
      the loss of voting rights upon any transfer of the Class B common stock
      also requires the affirmative vote of 75% of the outstanding shares of
      iTurf's Class B common stock entitled to vote, voting as a separate class.

The other three proposals to be considered at iTurf's special meeting are:

    - The amendment to iTurf's 1999 Amended and Restated Stock Incentive Plan,
      which requires the affirmative vote of a majority of the outstanding
      shares of iTurf's common stock present in person or by proxy at the
      meeting.

    - Election of two Class A directors of iTurf, which requires a plurality of
      the votes cast.

    - Ratification of the appointment of Ernst & Young LLP as iTurf's
      independent auditors, which requires the affirmative vote of a majority of
      the outstanding shares of iTurf's common stock present in person or by
      proxy at the meeting.

                                       6
<PAGE>
    As of the date of this Joint Proxy Statement/Prospectus, the directors and
executive officers of iTurf and dELiA*s and their affiliates, who collectively
beneficially own approximately 4.9% of the total outstanding common stock of
iTurf, representing approximately 1.3% of the voting power, have indicated their
intention to vote in favor of the matters to be considered at iTurf's special
meeting. In addition, dELiA*s, which owns all of iTurf's outstanding Class B
common stock, representing approximately 54% of the total outstanding common
stock of iTurf and approximately 88% of the voting power, has agreed to vote in
favor of the merger and the amendment to iTurf's certificate of incorporation
and has indicated its intention to vote in favor of the other matters to be
considered at iTurf's special meeting. THEREFORE, A VOTE IN FAVOR OF THE
APPROVAL OF THESE MATTERS AT ITURF'S SPECIAL MEETING IS ASSURED.

ITURF'S RECOMMENDATIONS TO ITS STOCKHOLDERS

    The iTurf board of directors and its special committee of independent
directors believe that the merger is advisable and in the best interests of
iTurf and the iTurf stockholders, other than dELiA*s, Stephen I. Kahn and their
affiliates. Accordingly, the iTurf board of directors, based in part upon the
recommendation of its special committee, has approved the merger agreement and
recommends that iTurf stockholders vote "FOR" each of the following matters:

    - the approval and adoption of the merger agreement; and

    - the amendment to iTurf's certificate of incorporation.

See "Special Factors--Recommendation of the iTurf Board of Directors." In
addition, the iTurf board of directors recommends that iTurf stockholders vote
"FOR" the amendment to iTurf's 1999 Amended and Restated Stock Incentive Plan,
"FOR" the election of the two Class A directors of iTurf and "FOR" the
ratification of the appointment of Ernst & Young LLP as iTurf's independent
auditors.

THE SPECIAL COMMITTEE

    dELiA*s owns all of iTurf's outstanding Class B common stock, representing
approximately 54% of the total outstanding common stock of iTurf and
approximately 88% of the voting power. Stephen I. Kahn and Christopher C. Edgar
serve on the board of directors and are officers of both companies, Evan
Guillemin serves on the board of directors of iTurf and is an officer of both
companies, and Alex S. Navarro is an officer of both companies. Each of these
individuals also owns stock in both companies. In addition, Dennis Goldstein is
an officer of iTurf and his wife is an employee of dELiA*s; each of them owns
stock in both companies.

    As of August 21, 2000, the following iTurf directors owned the number of
shares of common stock of dELiA*s and Class A common stock of iTurf set forth
opposite their names. The share ownership information includes shares of common
stock owned outright and shares of restricted stock, whether vested or unvested.
None of the persons listed below holds options to purchase dELiA*s or iTurf's
common stock, except that Messrs. Platt and Nye each hold unvested options to
purchase 50,000 shares of iTurf's Class A common stock.

<TABLE>
<CAPTION>
                                                     DELIA*S COMMON STOCK   ITURF CLASS A COMMON STOCK
                                                     --------------------   --------------------------
<S>                                                  <C>                    <C>
Stephen I. Kahn....................................       3,348,625                   381,563
Christopher C. Edgar...............................         820,263                    58,125
Thomas R. Evans....................................              --                    25,000
Evan Guillemin.....................................         238,442                    58,125
Bruce Nelson.......................................              --                    25,000
Timothy U. Nye.....................................              --                        --
Douglas R. Platt...................................              --                        --
Beth Vanderslice...................................              --                    25,000
</TABLE>

                                       7
<PAGE>
    These factors create a conflict of interest for some of the directors of
iTurf in considering the merger. In order to mitigate this conflict of interest,
the board of directors of iTurf assigned the task of considering and negotiating
the terms of the merger and reporting to the iTurf board of directors to a
special committee of independent directors. See "Risk Factors--Risk Factors
Relating to the Merger--Some of the directors and officers of iTurf have a
conflict of interest in considering the merger." The special committee
recommended unanimously that the board of directors of iTurf approve the merger.

FAIRNESS OPINION OF ITURF'S FINANCIAL ADVISOR

    Before iTurf entered into the merger agreement, the iTurf special committee
and the iTurf board of directors received an opinion from the special
committee's financial advisor, U.S. Bancorp Piper Jaffray, on August 16, 2000,
that, subject to the assumptions and qualifications contained in the opinion, as
of the date of the opinion, the 1.715 exchange ratio was fair from a financial
point of view to the holders of iTurf's Class A common stock, other than
dELiA*s, Stephen I. Kahn and their affiliates. This opinion is included in this
Joint Proxy Statement/Prospectus as Annex C. We encourage you to read this
opinion carefully. See "Special Factors--Opinion of Financial Advisor to the
Special Committee of iTurf."

    Management of dELiA*s and iTurf had discussions with U.S. Bancorp Piper
Jaffray in early 2000 with respect to a proposed public offering or private
placement of shares of iTurf's Class B common stock held by dELiA*s. No such
offering or placement was ever made. In addition, U.S. Bancorp Piper Jaffray has
arranged meetings between iTurf management and prospective institutional
investors.

FAIRNESS OPINION OF DELIA*S FINANCIAL ADVISOR

    On August 16, 2000, the dELiA*s board of directors received an opinion from
its financial advisor, Salomon Smith Barney, that, subject to the assumptions
and qualifications contained in the opinion, as of the date of the opinion, the
1.715 exchange ratio was fair from a financial point of view to the holders of
dELiA*s common stock, other than iTurf, Stephen I. Kahn, his family members and
other persons whose shares may be voted by Mr. Kahn under a stockholders
agreement and members of the managements of iTurf and dELiA*s who own shares in
both companies. This opinion is included in this Joint Proxy
Statement/Prospectus as Annex D. We encourage you to read this opinion
carefully. See "Special Factors--Opinion of Financial Advisor to the Board of
Directors of dELiA*s."

LISTING ON THE NASDAQ STOCK MARKET

    iTurf's Class A common stock is listed on The Nasdaq Stock Market under the
symbol "TURF." dELiA*s common stock is listed on The Nasdaq Stock Market under
the symbol "DLIA." Following the merger, iTurf's Class A common stock will
continue to be listed on The Nasdaq Stock Market and dELiA*s common stock will
be delisted. If the stockholders of iTurf approve the proposed amendment to the
certificate of incorporation of iTurf to change the name of iTurf, the ticker
symbol for iTurf will be changed to "DLTF."

NO DISSENTERS' RIGHTS OF APPRAISAL

    Under Delaware law, neither holders of dELiA*s common stock nor holders of
iTurf's common stock are entitled to dissenters' rights of appraisal.

MATERIAL FEDERAL INCOME TAX CONSEQUENCES

    We have received an opinion of counsel that the merger will qualify as a
reorganization for United States federal income tax purposes. Accordingly, no
gain or loss will be recognized for federal income tax purposes by iTurf or
dELiA*s as a result of the merger. In addition, holders of dELiA*s common stock,
who will exchange their shares of dELiA*s common stock for shares of iTurf's
Class A common

                                       8
<PAGE>
stock in the merger, will not recognize gain or loss on the exchange. Gain or
loss, if any, will be recognized in connection with any cash received instead of
fractional shares. The tax treatment described above may not apply to all
holders of dELiA*s common stock, such as:

    - financial institutions;

    - tax-exempt organizations;

    - insurance companies;

    - broker-dealers;

    - regulated investment companies;

    - holders who receive dELiA*s common stock through the exercise of employee
      stock options or otherwise as compensation;

    - foreign corporations;

    - persons who are not citizens or residents of the United States; and

    - persons holding dELiA*s common stock as part of a "straddle," "hedge,"
      "conversion transaction," "synthetic security" or other integrated
      investment.

    Determining the actual tax consequences of the merger to you can be
complicated, and will depend on your specific situation and on variables not
within our control. We urge you to consult your own tax advisor for a full
understanding of the tax consequences to you of the merger. See "Special
Factors--Material Federal Income Tax Consequences of the Merger to dELiA*s
Stockholders."

COMPARATIVE PER SHARE INFORMATION

    dELiA*s common stock is listed on The Nasdaq Stock Market under the symbol
"DLIA," and iTurf's Class A common stock is listed on The Nasdaq Stock Market
under the symbol "TURF."

    The table below shows the closing prices for dELiA*s common stock and
iTurf's Class A common stock on The Nasdaq Stock Market on August 16, 2000, the
last trading day before the public announcement of the merger, and             ,
2000, the latest trading day for which closing prices were available prior to
printing this document. Based upon the closing price of iTurf's Class A common
stock on             , 2000, the value of iTurf's Class A common stock to be
received by dELiA*s stockholders in the merger was $      per dELiA*s share. On
August 16, 2000, the last trading day before the public announcement of the
merger, iTurf's Class A common stock closed at $3.000 and dELiA*s common stock
closed at $2.188.

<TABLE>
<CAPTION>
                                                                    CLOSING PRICES PER SHARE
                                                         ----------------------------------------------
                                                                                       IMPLIED VALUE OF
                                                         ITURF PRICE   DELIA*S PRICE     ITURF SHARES
                                                         -----------   -------------   ----------------
<S>                                                      <C>           <C>             <C>
August 16, 2000........................................    $3.0000        $2.1875           $5.1450
        , 2000.........................................    $              $                 $
</TABLE>

                                       9
<PAGE>
SUMMARY HISTORICAL FINANCIAL INFORMATION OF ITURF

    The following table sets forth summary historical financial information for
iTurf. The summary statement of operations data for the fiscal years ended
January 29, 2000, January 31, 1999 and January 31, 1998, which periods we will
refer to as "fiscal 1999," "fiscal 1998" and "fiscal 1997," and the balance
sheet data as of January 29, 2000 and January 31, 1999 are based on the audited
financial statements of iTurf included in this Joint Proxy Statement/Prospectus.
The summary statement of operations data for the fiscal years ended January 31,
1997 and 1996, which periods we will refer to as "fiscal 1996" and "fiscal
1995," and the balance sheet data as of January 31, 1998, 1997 and 1996 are
based on the audited financial statements of iTurf. The summary historical
financial information for the thirteen weeks ended April 29, 2000 and May 1,
1999 is based on the unaudited financial statements of iTurf included in this
Joint Proxy Statement/Prospectus. The following information should be read in
conjunction with the historical financial statements and notes of iTurf included
in this Joint Proxy Statement/Prospectus.

<TABLE>
<CAPTION>
                                                                                                                THIRTEEN WEEKS
                                                                                                                    ENDED
                                       FISCAL 1995                                                           --------------------
                                          (FROM                                                               MAY 1,    APRIL 29,
                                       INCEPTION)    FISCAL 1996   FISCAL 1997   FISCAL 1998   FISCAL 1999     1999       2000
                                       -----------   -----------   -----------   -----------   -----------   --------   ---------
                                                                 (IN THOUSANDS, EXCEPT PER SHARE DATA)
<S>                                    <C>           <C>           <C>           <C>           <C>           <C>        <C>
STATEMENT OF OPERATIONS DATA:
  Net product sales..................    $     6       $    13       $   134       $ 3,352       $ 22,752    $ 2,425     $ 9,988
  Advertising and other..............         --            --            --           662          2,069        190       1,007
                                         -------       -------       -------       -------       --------    -------     -------
  Total net revenues.................          6            13           134         4,014         24,821      2,615      10,995
  Cost of product sales..............          2             6            69         1,687         13,082      1,332       5,464
                                         -------       -------       -------       -------       --------    -------     -------
  Gross profit.......................          4             7            65         2,327         11,739      1,283       5,531
  Operating expenses.................          6            14           114         1,506         29,136      1,753      15,518
  Interest expense (income), net.....         --            --            20            41         (2,965)      (112)       (765)
                                         -------       -------       -------       -------       --------    -------     -------
  Income (loss) before income
    taxes............................         (2)           (7)          (69)          780        (14,432)      (358)     (9,222)
  Provision (benefit) for income
    taxes............................         (1)           (3)          (29)          355           (161)      (161)         --
                                         -------       -------       -------       -------       --------    -------     -------
  Net income (loss)..................    $    (1)      $    (4)      $   (40)      $   425       $(14,271)   $  (197)    $(9,222)
                                         =======       =======       =======       =======       ========    =======     =======
  Basic and diluted net income (loss)
    per share........................    $ (0.00)      $ (0.00)      $ (0.00)      $  0.03       $  (0.84)   $ (0.01)    $ (0.47)
                                         =======       =======       =======       =======       ========    =======     =======
  Shares used in the calculation of
    basic net income (loss) per
    share............................     12,500        12,500        12,500        12,500         17,005     13,413      19,818
                                         =======       =======       =======       =======       ========    =======     =======
  Shares used in the calculation of
    diluted net income (loss) per
    share............................     12,500        12,500        12,500        12,518         17,005     13,413      19,818
                                         =======       =======       =======       =======       ========    =======     =======

BALANCE SHEET DATA AT END OF PERIOD:
  Cash and cash equivalents..........    $    --       $    --       $    31       $   375       $ 19,009                $19,407
  Short-term investments.............         --            --            --            --         32,893                 26,599
  Working capital (deficiency).......         (1)           (5)         (481)         (461)        52,733                 47,732
  Total assets.......................         --            --           467         1,216         88,808                 94,982
  Total stockholders' equity
    (deficit)........................         (1)           (5)          (45)          380         84,952                 90,015
  Book value per share...............      (0.00)        (0.00)        (0.00)         0.03           4.49                   4.50
</TABLE>

                                       10
<PAGE>
SUMMARY HISTORICAL FINANCIAL INFORMATION OF DELIA*S

    The following table sets forth summary historical financial and operating
information for dELiA*s. The summary statement of operations data for the fiscal
years ended January 29, 2000, January 31, 1999 and January 31, 1998, which
periods we will refer to as "fiscal 1999," "fiscal 1998" and "fiscal 1997," and
the balance sheet data as of January 29, 2000 and January 31, 1999 are based on
the audited financial statements of dELiA*s included in this Joint Proxy
Statement/Prospectus. The summary statement of operations data for the fiscal
years ended January 31, 1997 and 1996, which periods we will refer to as "fiscal
1996" and "fiscal 1995," and the balance sheet data as of January 31, 1998, 1997
and 1996 are based on the audited financial statements of dELiA*s. The summary
historical financial information for the thirteen weeks ended April 29, 2000 and
May 1, 1999 is based on the unaudited financial statements of dELiA*s included
in this Joint Proxy Statement/Prospectus. The following information should be
read in conjunction with the historical financial statements and notes of
dELiA*s included in this Joint Proxy Statement/Prospectus.

<TABLE>
<CAPTION>
                                                                                                         THIRTEEN WEEKS ENDED
                                                                                                     ----------------------------
                               FISCAL 1995   FISCAL 1996   FISCAL 1997   FISCAL 1998   FISCAL 1999   MAY 1, 1999   APRIL 29, 2000
                               -----------   -----------   -----------   -----------   -----------   -----------   --------------
                                                     (IN THOUSANDS, EXCEPT PER SHARE AND RETAIL STORE DATA)
<S>                            <C>           <C>           <C>           <C>           <C>           <C>           <C>
STATEMENT OF OPERATIONS DATA:
  Net sales..................    $23,391       $54,224       $113,049      $158,364      $190,772      $41,812        $49,057
  Cost of sales..............     13,652        28,291         57,811        78,368       108,148       23,023         25,792
                                 -------       -------       --------      --------      --------      -------        -------
  Gross profit...............      9,739        25,933         55,238        79,996        82,624       18,789         23,265
  Selling, general and
    administrative
    expenses.................      9,720        22,194         47,943        71,711       124,339       23,750         39,003
  Merger related costs.......         --            --          1,614            --            --           --             --
  Restructuring charge.......         --            --             --            --        23,668       22,907             --
  Gain on subsidiary IPO and
    sale of subsidiary
    stock....................         --            --             --            --       (78,117)     (70,091)            --
  Minority interest..........         --            --             --            --        (4,865)           8         (3,901)
  Other expense (income),
    net......................         56          (103)        (1,201)         (962)       (2,429)        (140)          (667)
                                 -------       -------       --------      --------      --------      -------        -------
  Income (loss) before income
    taxes....................        (37)        3,842          6,882         9,247        20,028       42,355        (11,170)
  Provision (benefit) for
    income taxes.............         (5)         (351)         2,456         3,405         9,070       17,519         (2,424)
                                 -------       -------       --------      --------      --------      -------        -------
  Net income (loss)..........    $   (32)      $ 4,193       $  4,426      $  5,842      $ 10,958      $24,836        $(8,746)
                                 =======       =======       ========      ========      ========      =======        =======
  Basic net income (loss) per
    share....................    $ (0.00)      $  0.40       $   0.34      $   0.42      $   0.77      $  1.75        $ (0.60)
                                 =======       =======       ========      ========      ========      =======        =======
  Diluted net income (loss)
    per share................    $ (0.00)      $  0.40       $   0.34      $   0.41      $   0.71      $  1.56        $ (0.60)
                                 =======       =======       ========      ========      ========      =======        =======
  Pro forma net income
    (loss)(1)................        (22)      $ 2,257
                                 =======       =======
  Pro forma basic and diluted
    net income (loss) per
    share(1).................    $ (0.00)      $  0.22
                                 =======       =======
  Shares used in the
    calculation of basic net
    income (loss) per
    share....................     10,263        10,477         12,941        13,779        14,315       14,231         14,503
                                 =======       =======       ========      ========      ========      =======        =======
  Shares used in the
    calculation of diluted
    net income (loss) per
    share....................     10,263        10,499         13,083        14,318        15,380       15,966         14,503
                                 =======       =======       ========      ========      ========      =======        =======
</TABLE>

                                       11
<PAGE>

<TABLE>
<CAPTION>
                                                                                                         THIRTEEN WEEKS ENDED
                                                                                                     ----------------------------
                               FISCAL 1995   FISCAL 1996   FISCAL 1997   FISCAL 1998   FISCAL 1999   MAY 1, 1999   APRIL 29, 2000
                               -----------   -----------   -----------   -----------   -----------   -----------   --------------
                                                     (IN THOUSANDS, EXCEPT PER SHARE AND RETAIL STORE DATA)
<S>                            <C>           <C>           <C>           <C>           <C>           <C>           <C>
BALANCE SHEET DATA AT END OF
PERIOD:
  Cash and cash
    equivalents..............        726        21,717          4,485        10,981        24,985                      19,407
  Short-term investments.....         --            --         37,075            --        32,893                      26,599
  Working capital............        349        19,099         37,959        25,480        83,952                      75,243
  Total assets...............      4,381        32,660         64,572        82,144       184,040                     182,411
  Total stockholders'
    equity...................        916        21,024         44,144        63,607        82,921                      77,016
  Book value per share.......       0.10          1.71           3.31          4.48          5.77                        5.30
  Book value per pro forma
    equivalent share(4)......       0.06          1.00           1.93          2.61          3.37                        3.09
SELECTED OPERATING DATA:
  Number of catalogs
    distributed..............      5,400        13,050         39,850        61,320        71,810       22,626         20,651
  House names(2).............        690         1,870          4,190        10,670        12,300       11,100         12,600
  Direct Mail Buyers(3)......        270           640          1,310         6,070         6,750        6,200          7,000
  Retail stores at end of
    period...................          2            10             14            43            64           46             50
</TABLE>

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

(1) Pro forma net income is computed for the year ended January 31, 1997 and all
    prior periods to reflect the effect of pro forma tax provisions related to
    dELiA*s conversion to a C corporation in 1996.

(2) House names represent the number of customers who have made at least one
    purchase or have requested a catalog determined at the end of the applicable
    fiscal period. The numbers presented include names acquired, but are net of
    duplicate names based on management estimates.

(3) Buyers represent the number of customers who have made at least one purchase
    determined at the end of the applicable fiscal period. The numbers presented
    include names acquired, but are net of duplicate names based on management
    estimates.

(4) Pro forma equivalent shares reflect the merger exchange ratio.

                                       12
<PAGE>
SUMMARY PRO FORMA FINANCIAL INFORMATION

    The following table sets forth summary pro forma financial information of
iTurf for the fiscal year ended January 29, 2000 and the thirteen weeks ended
April 29, 2000 giving effect to the merger. The pro forma financial information
set forth below should be read in conjunction with, and is qualified in its
entirety by, the historical and pro forma financial statements and notes of
iTurf and dELiA*s. See "Pro Forma Financial Information."

<TABLE>
<CAPTION>
                                                            FISCAL YEAR ENDED   THIRTEEN WEEKS ENDED
                                                            JANUARY 29, 2000       APRIL 29, 2000
                                                            -----------------   --------------------
                                                             (IN THOUSANDS, EXCEPT PER SHARE DATA)
<S>                                                         <C>                 <C>
STATEMENT OF OPERATIONS DATA:
  Net sales...............................................       $190,772              $49,057
  Income (loss) before income taxes.......................         25,413              (12,509)
  Net income (loss).......................................         22,221               (6,856)
PER SHARE DATA:
  Basic earnings (loss)...................................       $   0.76              $ (0.21)
  Diluted earnings (loss).................................       $   0.71              $ (0.21)
  Shares used in the calculation of basic
    net income (loss) per share...........................         29,230               33,265
  Shares used in the calculation of diluted
    net income (loss) per share...........................         31,483               33,265
</TABLE>

<TABLE>
<CAPTION>
                                                              AT APRIL 29, 2000
                                                              -----------------
                                                               (IN THOUSANDS)
<S>                                                           <C>
BALANCE SHEET DATA:
  Cash and cash equivalents.................................       $19,407
  Short-term investments....................................        26,599
  Working capital...........................................        56,755
  Total assets..............................................       152,750
  Total stockholders' equity................................        77,416
</TABLE>

                                       13
<PAGE>
COMPARATIVE STOCK PRICES AND DIVIDENDS

    iTurf's Class A common stock is listed and traded on The Nasdaq Stock Market
under the symbol "TURF." dELiA*s common stock is listed and traded on The Nasdaq
Stock Market under the symbol "DLIA." The following table sets forth, for the
periods indicated, the high and low reported sales prices per share of iTurf's
Class A common stock and dELiA*s common stock, as reported on The Nasdaq Stock
Market. On August 21, 2000, there were 16,786,786 shares of dELiA*s common stock
outstanding and 21,122,090 shares of iTurf's common stock outstanding, of which
9,697,090 shares were Class A common stock.

<TABLE>
<CAPTION>
                                              DELIA*S COMMON STOCK    ITURF CLASS A COMMON STOCK*
                                              ---------------------   ---------------------------
                                                HIGH         LOW          HIGH           LOW
                                              ---------   ---------   ------------   ------------
<S>                                           <C>         <C>         <C>            <C>
FISCAL YEAR ENDED JANUARY 31, 1999
  1st Quarter...............................   $30.188     $22.125
  2nd Quarter...............................    28.000      14.500
  3rd Quarter...............................    19.000       4.125
  4th Quarter...............................    22.938       7.500

FISCAL YEAR ENDED JANUARY 29, 2000
  1st Quarter...............................   $40.000     $16.000      $66.000        $26.000
  2nd Quarter...............................    21.938       9.500       41.125         13.250
  3rd Quarter...............................    10.125       5.500       15.375          9.438
  4th Quarter...............................    13.250       6.000       24.250          9.875

FISCAL YEAR ENDING FEBRUARY 3, 2001
  1st Quarter...............................   $ 7.938     $ 3.000      $13.750        $ 4.313
  2nd Quarter...............................     3.438       1.938        5.375          2.500
  3rd Quarter (through August 21, 2000).....     3.375       1.875        3.625          1.813
</TABLE>

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

*   From April 9, 1999.

    Set forth below is a table containing, for August 16, 2000, the last trading
day before the announcement that iTurf and dELiA*s had entered into the merger
agreement, and            , 2000, the most recent practicable date prior to the
printing of this Joint Proxy Statement/Prospectus, the last reported sale price
per share of iTurf's Class A common stock and dELiA*s common stock, as reported
on The Nasdaq Stock Market

<TABLE>
<CAPTION>
                                                         AUGUST 16, 2000       , 2000
                                                         ---------------   --------------
<S>                                                      <C>               <C>
iTurf..................................................      $3.000              $
dELiA*s................................................      $2.188              $
</TABLE>

    Neither iTurf nor dELiA*s has declared or paid any cash dividends on its
common stock.

                                       14
<PAGE>
                                  RISK FACTORS

    IN ADDITION TO THE OTHER INFORMATION INCLUDED IN THIS JOINT PROXY
STATEMENT/PROSPECTUS, HOLDERS OF DELIA*S COMMON STOCK AND HOLDERS OF ITURF'S
COMMON STOCK SHOULD CONSIDER CAREFULLY THE RISK FACTORS DESCRIBED BELOW.

RISK FACTORS RELATING TO THE MERGER

SOME OF THE DIRECTORS AND OFFICERS OF ITURF HAVE A CONFLICT OF INTEREST IN
  CONSIDERING THE MERGER

    In considering the recommendation of the board of directors of iTurf, iTurf
stockholders should be aware that dELiA*s owns all of iTurf's outstanding
Class B common stock, representing approximately 54% of the total outstanding
common stock of iTurf and approximately 88% of the voting power. In addition,
three directors and officers of iTurf are directors and/or officers of dELiA*s,
and a fourth officer of iTurf is also an officer of dELiA*s. Each of these
individuals also owns stock in dELiA*s. In their capacities as directors and/or
officers of dELiA*s, each of these persons has a fiduciary duty to represent the
best interests of dELiA*s stockholders. These individuals thus have interests
that differ from the interests of iTurf stockholders generally. The names and
positions of these individuals, and their stockholdings in both companies,
including shares owned outright and shares of restricted stock, whether or not
vested, are as follows:

<TABLE>
<CAPTION>
                                                    DELIA*S COMMON STOCK   ITURF CLASS A COMMON STOCK
                                                    --------------------   --------------------------
<S>                                                 <C>                    <C>
Stephen I. Kahn...................................        3,348,625                  381,563
  Chairman and Chief Executive Officer
  of dELiA*s
  Chairman, Chief Executive Officer and
  President of iTurf
Christopher C. Edgar..............................          820,263                   58,125
  Vice Chairman, Executive Vice
  President and Chief Operating Officer
  of dELiA*s
  Vice President and Director of iTurf
Evan Guillemin....................................          238,442                   58,125
  President of dELiA*s
  Vice President and Director of iTurf
Alex S. Navarro...................................          103,500                   92,844
  Assistant Secretary and Counselor at
  Law of dELiA*s
  Chief Strategy Officer, General
  Counsel and Secretary of iTurf
</TABLE>

In addition, Dennis Goldstein, the Chief Financial Officer and Treasurer of
iTurf who owns 116,813 shares of iTurf's Class A common stock and 500 shares of
dELiA*s common stock, is married to an employee of dELiA*s who owns 10,000
shares of iTurf's Class A common stock and 72,000 shares of dELiA*s common
stock.

    To mitigate these conflicts of interest, the board of directors of iTurf
assigned the task of considering and negotiating the terms of the merger and
reporting to the iTurf board of directors to a special committee of independent
directors. See "Members of Management Have Interests That are Different From
Yours."

                                       15
<PAGE>
THE MERGER WILL RESULT IN DILUTION OF THE ECONOMIC INTEREST OF ITURF
  STOCKHOLDERS AND THE VOTING POWER OF DELIA*S STOCKHOLDERS

    Prior to the merger, holders of iTurf's outstanding Class A common stock
have approximately 46% of the total economic value of iTurf and approximately
12% of the voting power of iTurf's outstanding common stock. Holders of dELiA*s
outstanding common stock, through dELiA*s ownership of all of iTurf's
outstanding Class B common stock, which entitles dELiA*s to six votes per share,
have control over approximately 88% of the voting power of iTurf's outstanding
common stock. The shares of iTurf's Class A common stock to be issued to dELiA*s
stockholders in the merger are expected to represent approximately 74% of the
total economic value and voting power of iTurf immediately after the merger,
excluding shares held in treasury or by any of iTurf's subsidiaries.
Accordingly, the merger will have the effect of reducing the ownership interest
that holders of iTurf's outstanding Class A common stock have, and the
percentage voting interest in iTurf that holders of dELiA*s outstanding common
stock have, immediately prior to the merger.

THE MERGER CONSIDERATION IS FIXED DESPITE POTENTIAL CHANGES IN RELATIVE STOCK
  PRICES

    Upon completion of the merger, each share of dELiA*s common stock will be
converted into the right to receive 1.715 shares of iTurf's Class A common
stock. This exchange ratio will not be adjusted in the event of any increase or
decrease in the price of iTurf's or dELiA*s common stock. Neither party is
permitted to "walk away" from the merger or resolicit the votes of its
stockholders solely because of changes in the market price of either company's
common stock. The prices of iTurf's or dELiA*s common stock when the merger
takes place may be different than their prices at the date of this Joint Proxy
Statement/Prospectus and at the date of the stockholders meetings. See
"Summary--Comparative Per Share Information." These differences may be the
result of changes in the business, operations or prospects of iTurf and dELiA*s,
market assessments of the likelihood and timing of the merger, general market
and economic conditions and other factors. At the time of their meeting, dELiA*s
stockholders will not know the exact value of iTurf's Class A common stock that
they will receive when the merger is completed. You are urged to obtain current
market quotations for iTurf and dELiA*s.

RISK FACTORS RELATING TO THE BUSINESS OF THE COMBINED COMPANY

THE COMBINED COMPANY'S DIRECTORS AND EXECUTIVE OFFICERS WILL HOLD SUBSTANTIAL
  EQUITY IN THE COMBINED COMPANY AND MAY USE THIS INFLUENCE IN WAYS THAT ARE NOT
  CONSISTENT WITH THE INTERESTS OF OTHER STOCKHOLDERS

    The executive officers and directors of the combined company and their
affiliates will hold or have the right to vote in the aggregate approximately
33.2% of the combined company's common stock after the merger. Furthermore, they
could obtain the right to vote an additional 7.8% assuming the vesting of all
unvested shares of dELiA*s restricted stock. Accordingly, these persons may have
substantial influence on the combined company in ways that might not be
consistent with the interests of other stockholders. These persons may also have
significant influence and control over the outcome of any matters submitted to
the combined company's stockholders for approval.

ITURF'S INTERNET ASSETS MAY BECOME UNDERVALUED IF ITURF AND DELIA*S COMBINE IN
  THE MERGER

    Financial analysts and investors may have difficulty identifying and
applying measures of financial performance that reflect the value of the
combined company. As a result, shares of iTurf's Class A common stock may not
achieve a valuation in the public trading market that fully reflects the true
value of the combined company, including its synergies and benefits.

                                       16
<PAGE>
WE MAY NOT BE ABLE TO SELL ADVERTISING TO, AND CREATE COMMERCE PARTNERSHIPS AS
  EFFECTIVELY WITH, DELIA*S COMPETITORS AS ITURF IS ABLE TO AS A STANDALONE
  ENTITY

    The future success of our Internet community business depends in part on our
ability to generate revenues from third-party advertisers and retailers. iTurf
has been generating these revenues through the development of advertising and
Web site tenancy relationships with companies that compete directly with
dELiA*s. However, the combination of iTurf and dELiA*s and a stronger emphasis
on promoting the dELiA*s brand in the community properties may discourage the
development of these business relationships with dELiA*s competitors.

WE MAY HAVE DIFFICULTY ATTRACTING AND RETAINING KEY PERSONNEL

    The success of the combined company will depend on the continued service of
our key technical, sales and senior management personnel. Loss of the services
of the combined company's senior management personnel, including Stephen I.
Kahn, who will be Chairman of our board of directors and Chief Executive
Officer, Christopher C. Edgar, who will be Vice Chairman, Evan Guillemin, who
will be co-President, Dennis Goldstein, who will be co-President, and Oliver
Sharp, who will be Chief Technology Officer, or other key employees would have a
material adverse effect on our business.

    Competition for employees in our industries is intense. As a result, we have
in the past experienced, and we expect to continue to experience, difficulty
hiring and retaining skilled employees with appropriate qualifications. Our
Internet properties rely on proprietary technology developed primarily by
qualified personnel. If we are unable to retain key employees or attract,
assimilate or retain other qualified employees in the future, we may have
difficulty maintaining and upgrading this technology, which would materially
adversely affect our business.

THE EXPECTED BENEFITS OF THE MERGER MAY NOT BE REALIZED

    The success of the merger will depend, in part, on our ability to realize
growth opportunities and synergies from combining our businesses. Although we
expect the merger to affect both iTurf and dELiA*s stockholders positively, we
may not realize the anticipated benefits of the merger. We believe that we will
reduce some administrative overhead costs by combining iTurf and dELiA*s, but
these savings are not expected to have a material effect on our results of
operations. Moreover, some of the synergies we hope to exploit are strategic
and, by nature, speculative. For example, we hope to improve catalog
productivity through targeted e-mails, but there is no definitive evidence that
targeted e-mails will improve sales per book or allow us to distribute fewer
catalogs. Further, we may incur unanticipated costs as a result of the merger
such as transfer taxes, consent fees, professional expenses or unexpected future
operating expenses, including increased personnel costs, property taxes or
travel expenses.

WE MAY NEED ADDITIONAL CAPITAL AND RAISING ADDITIONAL CAPITAL COULD DILUTE
  STOCKHOLDERS

    Historically, we have financed our business and operations primarily through
the sale of equity and bank loans. We believe that available cash on hand and
available borrowings will enable us to maintain our current and planned
operations. However, in the event of lower than expected sales or higher than
expected expenses, we may need to raise additional funds. Debt or equity
financing may not be available in sufficient amounts or on terms acceptable to
us, or at all, and equity financing would be dilutive to our stockholders.

                                       17
<PAGE>
WE PLAN TO DIVEST OUR NON-CORE BUSINESSES AND WE MAY NOT SUCCEED IN SELLING
  THESE BUSINESSES IN A TIMELY MANNER OR AT PRICES WE CONSIDER APPROPRIATE

    We plan to sell our non-core businesses, including our TSI Soccer and
Storybook Heirlooms businesses. This process will entail a number of risks:

    - we may not find buyers for these businesses;

    - the timing of these dispositions is uncertain; and

    - we cannot be certain that the terms, including the price, for the sale of
      these businesses will be acceptable to us.

    Each of these sales will be subject to various conditions, including
conditions in the agreements governing the sales and the receipt of necessary
third-party approvals.

    If we fail to sell these businesses at acceptable prices, in a timely manner
or at all, we may need to obtain additional capital to finance our operating
losses and expansion. We may not be able to obtain this additional financing on
favorable terms or at all.

HISTORICAL RESULTS MAY NOT BE INDICATIVE OF FUTURE RESULTS DUE TO SEASONAL,
  CYCLICAL AND QUARTERLY FLUCTUATIONS

    We experience seasonal and cyclical fluctuations in our revenues and results
of operations. For example, sales of apparel, accessories and footwear are
generally lower in the first half of each year. In addition, due to the cyclical
nature of our businesses and our sensitivity to consumer spending patterns,
purchases of apparel and accessories tend to decline during recessionary periods
and may decline at other times. Because the Internet business is rapidly
evolving, distinct seasonal and cyclical patterns in consumer purchasing and
advertising spending are still emerging. Consequently, our results of operations
from quarter to quarter may become less comparable.

    Our quarterly results may also fluctuate as a result of a number of other
factors, including:

    - general economic conditions;

    - changes in consumer spending patterns;

    - changes in the growth rate of Internet usage and online user traffic
      levels;

    - the timing and amount of costs relating to the expansion of our operations
      and acquisitions of technology or businesses;

    - increases in the cost of materials, printing, paper, postage, shipping and
      labor;

    - the timing, quantity and cost of catalog and electronic mailings and
      response rates to those mailings;

    - market acceptance of our merchandise, including new merchandise categories
      or products introduced, and online content and community offerings;

    - opportunities to expand, including the ability to locate and obtain
      acceptable store sites and lease terms or renew existing leases, and the
      ability to increase comparable store sales;

    - levels of competition;

    - the timing of merchandise deliveries;

    - difficulties in integrating acquisitions;

    - adverse weather conditions, changes in weather patterns and other factors
      affecting retail stores; and

    - other factors outside our control.

                                       18
<PAGE>
    As a result of seasonal and cyclical patterns and the other factors
described above, you should not rely on quarter-to-quarter comparisons of our
results of operations as indicative of our future performance. It is possible
that in some future periods our results of operations may be below the
expectations of public market analysts and investors. In this event, the price
of iTurf's Class A common stock may fall.

WE HAVE A LIMITED OPERATING HISTORY ON WHICH AN INVESTOR CAN EVALUATE THE
  COMBINED COMPANY'S BUSINESS

    iTurf has a limited history as a provider of Internet content and
e-commerce. Our tsisoccer.com operations began in 1995 and the gURL.com Web site
launched in 1996. However, iTurf did not begin selling merchandise from the
dELiA*s catalog on the Internet until May 1998. As a result, iTurf has generated
substantially all of its revenues since May 1998. You must consider the risks
and difficulties that the combined company will encounter as an early-stage
company in the new and rapidly evolving Internet, e-commerce and online
advertising markets. These risks include our ability to:

    - sustain historical revenue growth rates;

    - implement our business model;

    - manage our expanding operations;

    - attract, retain and motivate qualified personnel;

    - anticipate and adapt to rapid changes in our markets;

    - attract and retain a large number of advertisers;

    - maintain and enhance our systems to support growth of operations and
      increasing user traffic;

    - retain existing customers, attract new customers and maintain customer
      satisfaction;

    - introduce new and enhanced Web pages, services, products and alliances;

    - maintain our profit margins in the face of price competition or rising
      wholesale prices;

    - minimize technical difficulties, system downtime and the effect of
      Internet brown-outs;

    - manage the timing of promotions and sales programs; and

    - respond to changes in government regulation.

If we do not successfully manage these risks, our business, results of
operations and financial condition will be materially adversely affected. We
cannot assure you that we will successfully address these risks or that our
business strategy will be successful.

    dELiA*s opened its first full-priced dELiA*s-brand retail store in
February 1999, and the bulk of the dELiA*s-brand retail stores was opened after
the second quarter of fiscal 1999. As a result, dELiA*s does not have
substantial data regarding comparable store sales, which are an important
measure of performance for a retail company. Because of dELiA*s limited history
as an operator of retail stores and the limited data available for management,
as well as potential investors, to assess the trends in individual store
performance, there can be no assurances of the combined company's ability to run
these stores profitably. In addition, failure to expand the numbers of dELiA*s
retail stores while continuing to run individual stores profitably, thereby
limiting our ability to leverage our infrastructure, would have a material
adverse effect on our financial condition and results of operations.

    As a result of these factors, our future revenues are difficult to forecast.
Any shortfall in revenues may have a material adverse effect on our business and
would likely affect the market price of iTurf's Class A common stock in a manner
unrelated to our long-term operating performance.

                                       19
<PAGE>
WE EXPECT TO INCUR SUBSTANTIAL NET LOSSES IN CONNECTION WITH OUR INTERNET
  PROPERTIES FOR THE FORESEEABLE FUTURE

    We expect to record substantial net losses in connection with our Internet
properties for the foreseeable future. We believe that the continued growth of
our Internet properties will depend in large part on our ability to:

    - increase awareness of our brand names;

    - provide our customers with superior Internet community and e-commerce
      experiences; and

    - continue to enhance our systems and technology to support increased
      traffic on our Web sites.

    Accordingly, we intend to continue to maintain a significant level of
marketing and promotional expenditures. We also expect continued heavy
investment to develop further our Web sites, technology and operating systems.
Operating expenses that exceed our expectations or slower revenue growth than we
anticipate would have a material adverse effect on our business.

OUR GROWTH STRATEGY MAY PRESENT OPERATIONAL, MANAGEMENT AND INVENTORY CHALLENGES

    Our historical growth has placed significant demands on our management and
other administrative, operational and financial resources. We intend to continue
to pursue a growth-oriented strategy for the foreseeable future and our future
operating results will largely depend on our ability to open and operate new
retail stores, appropriately expand our Internet business and manage a larger
business. Managing this growth will require us to continue to implement and
improve our operations and financial and management information systems and to
continue to expand, motivate and effectively manage our workforce. If we cannot
manage this process effectively or grow our businesses as planned, we may not
achieve our desired future operating results.

    Operation of a greater number of retail stores, expansion into new
geographic or demographic markets and online expansion may present competitive
and merchandising challenges that are different from those we currently
encounter in our existing businesses. This expansion will also require further
investment in infrastructure and marketing for our catalog, retail and Internet
businesses. This investment will increase our operating expenses, which could
have a material adverse effect on the results of our business if anticipated
sales do not materialize, and may require us to seek additional capital. There
can be no assurance that we will be able to obtain this financing on acceptable
terms or at all.

    In addition, expansion of our retail and Internet businesses within our
existing markets may adversely affect the individual financial performance of
existing stores or catalog sales. Historically, efforts to increase Internet
sales have reduced catalog sales. There can be no assurance that increased sales
through our retail stores will not reduce catalog or Internet sales. Also, new
stores may not achieve sales and profitability levels consistent with existing
stores.

    Furthermore, as our sales increase, we anticipate maintaining higher
inventory levels. This anticipated increase in inventory levels will expose us
to greater risk of excess inventories and inventory obsolescence, which could
have a material adverse effect on our business.

WE MAY FAIL TO ANTICIPATE AND RESPOND TO FASHION TRENDS AND THE ONLINE COMMUNITY
  AND CONTENT TASTES OF OUR CUSTOMERS

    Our failure to anticipate, identify or react to changes in styles, trends or
brand preferences of our customers may result in lower revenue from reduced
sales and promotional pricing. Our success depends, in part, on our ability to
anticipate the frequently-changing fashion and online community and content
tastes of our customers and to offer merchandise and services that appeal to
their preferences on a timely and affordable basis. If we misjudge our
offerings, our image with our customers would be materially adversely affected.
Poor customer reaction to our products and services or our failure to source
these products effectively would materially affect our business.

                                       20
<PAGE>
WE MAY NOT BE ABLE TO ATTRACT NEW BUYERS TO REPLENISH OUR CUSTOMER BASE

    Our customers are primarily teens and young adults. As these individuals age
beyond their teens, they may no longer purchase products and use online
offerings aimed at younger individuals. Accordingly, we must constantly update
our marketing efforts to attract new, prospective teen and young adult
customers. Failure to attract new customers would have a material adverse effect
on our business.

OUR CATALOG RESPONSE RATES MAY DECLINE

    Catalog response rates usually decline when we mail additional catalog
editions within the same fiscal period. Response rates also decline in
geographic regions where we open new stores. As we open additional new stores,
we expect aggregate catalog response rates to decline further. In addition, as
we continue to increase the number of catalogs distributed or mail our catalogs
to a broader group of new potential customers, we have observed that these new
potential customers respond at lower rates than existing customers have
historically responded. These trends in response rates have had and are likely
to continue to have a material adverse effect on our rate of sales growth and on
our profitability.

WE DEPEND ON THE STORAGE OF PERSONAL INFORMATION ABOUT OUR USERS, AND PROPOSED
  LEGISLATION MAY LIMIT OUR ABILITY TO CAPTURE AND USE CUSTOMER INFORMATION

    Web sites typically place identifying data, or "cookies," on a user's hard
drive without the user's knowledge or consent. iTurf and other Web sites use
cookies for a variety of reasons, including the collection of data derived from
the user's Internet activity. Any reduction or limitation in the use of cookies
could limit the effectiveness of our sales and marketing efforts.

    Most currently available Web browsers allow users to remove cookies at any
time or to prevent cookies from being stored on their hard drives. In addition,
some commentators, privacy advocates and governmental bodies have suggested
limiting or eliminating the use of cookies. Furthermore, the European Union
recently adopted a directive addressing data privacy that may limit the
collection and use of information regarding Internet users. Any of these actions
may limit our ability to target advertising to, or collect and use information
about, our customers, which could materially adversely affect our business.

    Recently, there has been increasing public concern regarding the
compilation, use and distribution of information about teens and children.
Federal legislation has been introduced in the U.S. Congress that proposes
restrictions on persons, principally list brokers, that sell, purchase or
otherwise use for commercial purposes personal information about teens under the
age of 16 and children. List brokerage is not currently a material part of our
business but we do market to persons whose names are derived from purchased or
rented lists. We may increase our use of purchased and rented lists or, in the
future, decide to increase our list brokerage business. Consequently, the
proposed legislation, or other similar laws or regulations that may be enacted,
could impair our ability to collect customer information, use that information
in the course of our business or profit from future plans to sell customer
information, which could have a material adverse effect on our business.

WE MAY BE EXPOSED TO POTENTIAL LIABILITY OVER PRIVACY CONCERNS

    Despite the display of our privacy policy on our Web sites, any penetration
of our network security or misappropriation of our users' personal or credit
card information could subject us to liability. We may be liable for claims
based on unauthorized purchases with credit card information, impersonation or
other similar fraud claims. Claims could also be based on other misuses of
personal information, such as for unauthorized marketing purposes. These claims
could result in litigation, which could divert management's attention from the
operation of our business and result in the imposition of significant damages.

                                       21
<PAGE>
    In addition, the Federal Trade Commission and several states have
investigated the use by Internet companies of personal information. In 1998, the
U.S. Congress enacted the Children's Online Privacy Protection Act of 1998. The
Federal Trade Commission recently promulgated final regulations interpreting
this act. We depend upon collecting personal information from our customers and
we believe that the regulations under this act will make it more difficult for
us to collect personal information from some of our customers. iTurf recently
received a notice from the Federal Trade Commission stating that one of its Web
sites may not be in compliance with this act. Any failure to comply with this
act may make us liable for substantial fines and other penalties. We could also
incur expenses if new regulations regarding the use of personal information are
introduced or if our privacy practices are investigated.

GOVERNMENT REGULATION AND LEGAL UNCERTAINTIES COULD CREATE ADDITIONAL BURDENS TO
  DOING BUSINESS ON THE INTERNET

    Laws and regulations applicable to Internet communications, commerce and
advertising are becoming more prevalent. The adoption or modification of laws or
regulations applicable to the Internet could adversely affect our business. The
law governing the Internet, however, remains largely unsettled.

    Although our online transmissions generally originate in New York, the
governments of other states or foreign countries might attempt to regulate our
transmissions or levy sales or other taxes relating to our activities. It may
take years to determine whether and how existing laws governing intellectual
property, privacy, libel and taxation apply to the Internet and online
advertising. In addition, the growth and development of online commerce may
prompt calls for more stringent consumer protection laws, both in the United
States and abroad. We also may be subject to regulation not specifically related
to the Internet, including laws affecting direct marketers and advertisers. The
interpretation or enactment of any of these types of laws or regulations may
impose burdens on our business.

OUR INDUSTRIES ARE HIGHLY COMPETITIVE

    The apparel, accessories and Internet content and community industries are
highly competitive, and we expect competition in these markets to increase. As a
result of this competition, we may experience pricing pressures, increased
marketing expenditures and loss of market share, which would have a material
adverse effect on our business.

    We compete with traditional department-store retailers, as well as specialty
apparel and accessory retailers, for teen and young adult customers. We also
compete with other direct marketers and Internet companies, some of which may
specifically target our customers; we expect competition from Internet companies
to continue to increase because of the relative ease with which new Web sites
can be developed. In addition, because there are few barriers to entry in the
teen apparel and accessories market, we could face competition from
manufacturers of apparel and accessories, including our current vendors, who
could market their products directly to retail customers or make their products
more readily available in competitor catalogs, Web sites and retail stores.

    We cannot assure you that we will be able to compete successfully with these
companies or that competitive pressures will not materially and adversely affect
our business. We believe that our ability to compete depends upon many factors,
including the following:

    - the market acceptance of our Web sites and online services;

    - the success of our brand building and sales and marketing efforts;

    - the performance, price and reliability of services developed by us or our
      competitors; and

    - the effectiveness of our customer service and support efforts.

                                       22
<PAGE>
    Many of our competitors are larger and have substantially greater financial,
distribution and marketing resources than us. Our competitors may develop
products or services that are equal or superior to, or achieve greater market
acceptance than, ours. In addition, our competitors may have cooperative
relationships among themselves or with third parties that increase the ability
of their products or services to address the needs of our prospective
advertisers. Our competitors could also enter into exclusive distribution
arrangements with our vendors and deny us access to these vendors' products.
These factors may materially adversely affect our business.

OUR ADVERTISING REVENUES MAY DECLINE

    Our online advertising business competes with television, radio, cable and
print for a share of advertisers' total advertising budgets. Advertisers may be
reluctant to devote a significant portion of their advertising budgets to
Internet advertising if they perceive the Internet to be a limited or
ineffective advertising medium. Moreover, advertisers may, over time, determine
that advertisements placed on our Web sites have not been effective.
Consequently, our advertising revenues may decline.

WE RELY ON INFORMATION AND TELECOMMUNICATIONS SYSTEMS WHICH ARE SUBJECT TO
  DISRUPTION

    The success of our direct marketing and retail store businesses depends, in
part, on our ability to provide prompt, accurate and complete service to our
customers on a competitive basis, and to purchase and promote products, manage
inventory, ship products, manage sales and marketing and maintain efficient
operations through our telephone and management information systems. The success
of our Internet businesses depends, in part, on our ability to provide a
consistently prompt and user-friendly experience to our customers, with a
minimum of technical delays or disruptions.

    Our operations therefore depend on our ability to maintain our computer and
telecommunications systems and equipment in effective working order. Any
sustained or repeated system failure or interruption would have a material
adverse effect on sales, customer relations and the attractiveness of our Web
sites to advertisers.

    Unanticipated problems affecting our systems have caused from time to time
in the past, and in the future could cause, disruptions in our services. These
system interruptions could result from the failure of our telecommunications
providers to provide the necessary data communications capacity in the time
frame we require or from events such as fire, power loss, water damage,
telecommunications failures, vandalism and other malicious acts, and similar
unexpected adverse occurrences. Any damage or failure that interrupts or delays
our operations could have a material adverse effect on our business.

WE MAY BE UNABLE TO EXPAND OUR ONLINE CAPACITY, COMPUTER SYSTEMS AND RELATED
  FEATURES IN A TIMELY AND SUCCESSFUL MANNER TO SUPPORT INCREASED VOLUME ON OUR
  WEB SITES

    A key element of our strategy is to generate a high volume of traffic on our
Web sites. However, growth in the number of users accessing our sites may strain
or exceed the capacity of our computer systems and lead to declines in
performance or systems failure. We believe our present systems will not be
adequate to accommodate rapid growth in user demand. Our inability to add
additional hardware and software to upgrade our existing technology or network
infrastructure to accommodate increased traffic may cause decreased levels of
customer service and satisfaction.

    We believe that we will need to improve and enhance continually the
functionality and performance of our e-commerce, customer tracking and other
technical systems. As a result, we intend to upgrade our existing systems and
implement new systems on an ongoing basis. Failure to implement these systems
effectively or within a reasonable period of time would have a material adverse
effect on our business, results of operations and financial condition.

    We must also introduce additional or enhanced services and features to
retain current users and attract new users to our sites. These new services or
features may contain errors, and we may need to

                                       23
<PAGE>
significantly modify the design of these services or features to correct errors.
If these new services or features are not favorably received, or if users
encounter difficulty with them, users may visit our Web sites less frequently.
As a result, our business would be materially adversely affected.

STRIKES OR OTHER SERVICE INTERRUPTIONS AFFECTING THIRD-PARTY SHIPPERS WOULD
  IMPACT OUR ABILITY TO DELIVER MERCHANDISE ON A TIMELY BASIS

    We rely on third-party shippers, including the United States Postal Service,
United Parcel Service and Federal Express, to ship merchandise to our customers.
Strikes or other service interruptions affecting our shippers would have a
material adverse effect on our ability to deliver merchandise on a timely basis.

OUR THIRD-PARTY COMMUNICATIONS PROVIDERS MAY EXPERIENCE SYSTEM FAILURES THAT
  COULD HAVE A MATERIAL ADVERSE EFFECT ON OUR BUSINESS

    We depend on communications providers, including Cable & Wireless plc, UUNet
and AT&T, to provide our Internet users with access to our Web sites. In
addition, our users depend on Internet service providers and Web site operators
for access to our Web sites. Other third parties host and manage two of our
community Web sites, gURLpages.com and gURLmAIL.com. Each of these groups has
experienced significant outages in the past and could experience outages, delays
and other difficulties due to system failures unrelated to our systems. These
types of occurrences could cause users to perceive our Web sites as not
functioning properly and therefore cause them to stop using our services, which
could have a material adverse effect on our business.

    A substantial portion of our computer and communications hardware and
software required for Internet access is currently housed at Exodus
Communications, Inc. in New Jersey. The performance of our server and networking
hardware and software infrastructure is critical to our business and reputation
and our ability to attract Internet users and advertisers to our sites.
Therefore, any failure of this provider's systems and operations, which are
vulnerable to damage or interruption from computer viruses, fire, power loss,
telecommunications failures, vandalism and other malicious acts, and similar
unexpected adverse events, could have a material adverse effect on our business.
We do not presently have a formal disaster recovery plan and may not carry
sufficient business interruption insurance to compensate us for any losses that
may occur. In addition, because we depend upon a third-party provider to afford
users access to our products and services, we are limited in our ability to
prevent systems failures.

WE RELY ON THIRD-PARTY VENDORS TO OPERATE OUR BUSINESS

    Our business depends on the ability of third-party vendors to provide us
with current-season, brand-name apparel and merchandise at competitive prices in
sufficient quantities and of acceptable quality. No vendor accounted for more
than 6% of dELiA*s consolidated sales in fiscal 1999. We do not have long-term
contracts with any supplier and are not likely to enter into these contracts in
the foreseeable future. In addition, many of the smaller vendors that we use
have limited resources, production capacities and operating histories. As a
result, we are subject to the following risks, which could materially adversely
affect our business:

    - our key vendors may fail or be unable to expand with us;

    - we may lose one or more key vendors;

    - our current vendor terms may be changed; or

    - our ability to procure products may be limited.

    It is our current strategy to increase the percentage of our goods designed
and manufactured to our specifications and to source this merchandise from
independent factories. To the extent we

                                       24
<PAGE>
concentrate our sourcing with fewer manufacturers we may increase our exposure
to failed or delayed deliveries, which could have a material adverse effect on
our results of operations.

    Furthermore, as part of our move towards more private-label merchandise, an
increasing proportion of our goods is likely to be sourced from factories in
Latin America and the Far East, and therefore subject to existing or potential
duties, tariffs or quotas that may limit the quantity of some types of goods
which may be imported into the United States from countries in those regions. We
will increasingly compete with other companies for production facilities and
import quota capacity. Sourcing more merchandise abroad will also subject our
business to a variety of other risks generally associated with doing business
abroad, such as political instability, currency and exchange risks and local
political issues. Our future performance will be subject to these factors, which
are beyond our control. Although a diverse domestic and international market
exists for the kinds of merchandise sourced by us, there can be no assurance
that these factors would not have a material adverse effect on our results of
operations. We believe that alternative sources of supply should be available in
the event of a supply disruption in one or more regions of the world. However,
we do not believe that, under current circumstances, entering into committed
alternative supply arrangements is warranted, and there can be no assurance that
alternative sources would in fact be available at any particular time.

WE MAY BECOME SUBJECT TO CURRENCY, POLITICAL, TAX AND OTHER UNCERTAINTIES AS WE
  EXPAND INTERNATIONALLY

    We distribute our dELiA*s catalogs in Japan and Canada and plan to explore
distribution opportunities in other international markets. Our Web sites are
visited by a global audience. Our international business is subject to a number
of risks of doing business abroad, including:

    - fluctuations in currency exchange rates;

    - the impact of recessions in economies outside the United States;

    - regulatory and political changes in foreign markets;

    - reduced protection for intellectual property rights in some countries;

    - potential limits on the use of some of our vendors' trademarks outside the
      United States;

    - exposure to potentially adverse tax consequences or import/ export quotas;

    - opening and managing distribution centers abroad;

    - inconsistent quality of merchandise and disruptions or delays in shipping;
      and

    - difficulties in developing customer lists and marketing channels.

    Furthermore, expansion into new international markets may present
competitive and merchandising challenges different from those we currently face.
We cannot assure you that we will expand internationally or that any such
expansion will result in profitable operations.

WE MAY BE UNABLE TO IDENTIFY OR INTEGRATE ACQUISITIONS AND INVESTMENTS
  SUCCESSFULLY

    During fiscal 1999 and in early fiscal 2000, iTurf acquired the OnTap and
TheSpark businesses. We may continue to acquire or make investments in
complementary businesses, products, services or technologies. However, we have
no present understanding or agreement relating to any such acquisition or
investment. We cannot assure you that we will be able to identify suitable
acquisition or investment candidates. Even if we do identify suitable
candidates, we cannot assure you that we will be able to make acquisitions or
investments on commercially acceptable terms. We could have difficulty in
assimilating the personnel, operations, products, services or technologies of
acquired businesses into our operations. These difficulties could disrupt our
ongoing business, distract our management and employees, increase our expenses
and adversely affect our results of operations. Furthermore, we may incur debt
or issue equity securities to pay for any future acquisitions. The issuance of
equity securities could be dilutive to our stockholders.

                                       25
<PAGE>
WE MAY NOT BE ADEQUATELY PROTECTED AGAINST INFRINGEMENT OF OUR INTELLECTUAL
  PROPERTY, WHICH IS ESSENTIAL TO OUR BUSINESS

    We regard our service marks, trademarks, trade secrets and similar
intellectual property as critical to our success. We rely on trademark and
copyright law, trade secret protection and confidentiality, license and other
agreements with employees, customers, strategic partners and others to protect
our proprietary rights, and have also pursued and applied for the registration
of our trademarks and service marks in the United States. The steps we have
taken to protect our intellectual property may not be adequate, and third
parties may infringe or misappropriate our copyrights, trademarks and similar
proprietary rights. In addition, effective trademark, service mark, copyright
and trade secret protection may not be available in every country in which our
products and services are made available online.

    We have licensed in the past, and expect that we may license in the future,
some of our proprietary rights, such as trademarks or copyrighted material, to
third parties. We attempt to ensure that the quality of our brands is maintained
by third-party licensees. However, these licensees may take or omit to take
actions that materially adversely affect the value of our proprietary rights or
reputation, which would have a material adverse effect on our business,
financial condition and results of operations.

    From time to time we receive complaints that we have infringed on
third-party intellectual property rights. Our reliance on independent vendors
makes it difficult to guard against infringement and we have occasionally agreed
to refrain from selling some merchandise at the request of third parties
alleging infringement. We have also agreed from time to time to remove content
from our community sites. To date, these claims have not resulted in material
damage to our business. However, future infringement claims, if directed at key
items of our merchandise or our material intellectual property, could have a
material adverse effect on our financial position, results of operations or
prospects.

WE MAY BE REQUIRED TO COLLECT SALES TAX

    At present, we do not collect sales or other similar taxes in respect of
direct shipments of goods to consumers into most states. However, various states
have sought to impose state sales tax collection obligations on out-of-state
direct mail companies. A successful assertion by one or more states that we
should have collected or be collecting sales taxes on the direct sale of our
merchandise would have a material adverse effect on our business.

OUR BUSINESS MAY BE ADVERSELY AFFECTED BY FLUCTUATIONS IN POSTAGE AND PAPER
  EXPENSES

    Significant increases in paper or catalog delivery costs would have a
material adverse effect on our business.

THE PRICE OF THE CLASS A COMMON STOCK COULD BE EXTREMELY VOLATILE, AS IS TYPICAL
  OF INTERNET-RELATED COMPANIES

    The market price of iTurf's Class A common stock has fluctuated in the past
and is likely to continue to be volatile. In addition, the stock market has
experienced significant price and volume fluctuations and the market prices of
securities of technology companies, particularly Internet-related companies,
have been highly volatile. As a result, you may be unable to sell your shares of
Class A common stock at or above their price on the date of the merger.

    In the past, companies that have experienced volatility in the market price
of their stock have been the object of securities class action litigation The
institution of any securities class action litigation against us could result in
substantial costs to us and a diversion of our management's attention and
resources.

                                       26
<PAGE>
ITURF'S ORGANIZATIONAL DOCUMENTS AND DELAWARE LAW MAY INHIBIT A TAKEOVER

    Provisions of Delaware law, iTurf's Second Restated Certificate of
Incorporation or its bylaws could make it more difficult for a third party to
acquire the combined company, even if doing so would be beneficial to our
stockholders.

RISKS RELATING TO THE INTERNET INDUSTRY

A DECREASE IN THE GROWTH OF WEB USAGE OR INADEQUATE INTERNET INFRASTRUCTURE
  WOULD ADVERSELY AFFECT OUR BUSINESS

    The Internet industry is new and rapidly evolving. A decrease in the growth
of Web usage would have a material and adverse effect on our business. Some of
the factors that may inhibit growth in Web usage are:

    - inadequate Internet infrastructure;

    - security and privacy concerns;

    - inconsistent quality of service; and

    - unavailability of cost-effective, high-speed service.

    Our success depends upon the ability of the Internet infrastructure to
support increased use. The performance and reliability of the Web may decline as
the number of users increases or the bandwidth requirements of users increase.
The Web has experienced a variety of outages due to damage to portions of its
infrastructure. If outages or delays frequently occur in the future, Web usage,
including usage of our Web sites, could grow slowly or decline. Even if the
necessary infrastructure or technologies are developed, we may have to spend
considerable amounts to adapt our solutions accordingly.

OUR BUSINESS WOULD BE ADVERSELY AFFECTED IF THE WEB FAILS TO GAIN ACCEPTANCE AS
  A MEDIUM OF COMMERCE AND ADVERTISING

    Our future revenue and profits depend upon the widespread acceptance and use
of the Web as an effective medium of commerce and advertising. Failure of the
Web and online services to become a viable commercial marketplace would
materially adversely affect our business.

    Rapid growth in the use of the Web and commercial online services is a
recent phenomenon. We cannot assure you that a large base of consumers will
adopt and continue to use the Web as a medium of commerce. Demand for recently
introduced services and products over the Web and online services is subject to
a high level of uncertainty. The successful development of the Web and online
services is subject to a number of factors, including:

    - continued growth in the number of users of these services;

    - concerns about transaction security;

    - continued development of the necessary technological infrastructure; and

    - the development of complementary services and products.

WE DEPEND ON AN UNPROVEN INTERNET COMMUNITY BUSINESS MODEL

    The Internet community business model is an unproven business model. Our
ability to generate significant revenues from advertisers and sponsors will
depend, in part, on our ability to generate sufficient user traffic with
demographic characteristics attractive to our advertisers. Failure of the

                                       27
<PAGE>
market for online advertising to develop or slower development than expected
would materially adversely affect our business.

    The intense competition among Web sites that sell online advertising has led
to the creation of a number of pricing alternatives for online advertising. It
is difficult for us to project future levels of advertising revenue that can be
sustained by us or the online advertising industry in general. Although we do
not currently derive a substantial portion of our revenue from advertising, our
business model depends in part on increasing the amount of advertising revenue.

WEB SECURITY CONCERNS COULD HINDER ONLINE COMMERCE AND ADVERTISING

    The need to transmit confidential information such as credit card and other
personal information securely over the Internet has been a significant barrier
to online commerce and communications. Any publicized compromise of security
could deter people from accessing the Web or from using it to transmit
confidential information. Furthermore, decreased online traffic and sales as a
result of general security concerns could cause advertisers to reduce their
amount of online spending. These security concerns could reduce our market for
online commerce and indirectly influence our ability to sell online advertising.
We may also incur significant costs to protect ourselves against the threat of
problems caused by security breaches.

WE MAY BE LIABLE FOR INFORMATION DISPLAYED ON AND COMMUNICATION THROUGH OUR WEB
  SITES

    We may be subjected to claims for defamation, negligence, copyright or
trademark infringement or other theories relating to the information we publish
on our Web sites. These claims have been brought against Internet companies as
well as print publications in the past. Based on links we provide to other Web
sites, we could also be subjected to claims based upon online content we do not
control, but which is accessible from our Web sites. Claims may also be based on
statements made and actions taken as a result of participation in our chat
rooms. These claims could result in the imposition of substantial damages or
injunctions restricting our business.

CHANGES IN REGISTRATION OF DOMAIN NAMES MAY RESULT IN THE LOSS OF OR CHANGE IN
  OUR DOMAIN NAMES AND A REDUCTION IN BRAND AWARENESS AMONG OUR CUSTOMERS

    The regulation of domain names in the United States and in foreign countries
is expected to change in the near future. As a result, we cannot assure you that
we will be able to acquire or maintain relevant domain names in all countries in
which we conduct business, which could reduce brand awareness among our
customers.

    iTurf holds various Web domain names relating to its brands, including the
iTurf.com, dELiAs.cOm and gURL.com domain names. The acquisition and maintenance
of domain names generally is regulated by governmental agencies and their
designees. In the United States, the National Science Foundation has appointed
Network Solutions, Inc. as the current exclusive registrar for the ".com,"
".net" and ".org" generic top-level domains. We expect future changes in the
United States to include a transition from the current system to a system
controlled by a non-profit corporation and the creation of additional top-level
domains. Requirements for holding domain names also are expected to be affected.

    Furthermore, the relationship between regulations governing domain names and
laws protecting trademarks and similar proprietary rights is unclear. Therefore,
we may be unable to prevent third parties from acquiring domain names that are
similar to, infringe upon or otherwise decrease the value of our trademarks and
other proprietary rights. Any such inability could have a material adverse
effect on our business, results of operations and financial condition.

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<PAGE>
WE MAY BE UNABLE TO RESPOND TO RAPID TECHNOLOGICAL CHANGE IN OUR INDUSTRY

    The Internet, e-commerce and online advertising markets are characterized by
rapidly changing technologies, evolving industry standards, frequent new product
and service introductions, and changing customer preferences. Our success will
depend on our ability to adapt to rapidly changing technologies, address our
customers' changing preferences and respond to our competitors' actions.
Adapting to new technologies could require significant capital expenditures,
which could adversely affect our business, as well as technological expertise
that we may not possess. If we fail or experience delays in introducing new
technologies and enhancements to our services, it could cause customers and
advertisers to make purchases from or visit the Web sites of our competitors.

           CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS

    In this Joint Proxy Statement/Prospectus and in documents that are
incorporated by reference, we have made forward-looking statements. These
statements are based on our estimates and assumptions and are subject to a
number of risks and uncertainties. Forward-looking statements include the
information concerning possible or assumed future results of operations of each
of our companies and the combined company. Forward-looking statements also
include those preceded or followed by the words "anticipates," "believes,"
"estimates," "expects," "hopes," "targets," or similar expressions.

    The future results of the combined company could be affected by subsequent
events and could differ materially from those expressed in the forward-looking
statements. If further events and actual performance differ from our
assumptions, our actual results could vary significantly from the performance
projected in the forward-looking statements.

    The factors discussed in the "Risk Factors" section of this Joint Proxy
Statement/Prospectus, along with those discussed elsewhere in this Joint Proxy
Statement/ Prospectus and in the documents that we incorporate by reference,
could affect the future results of the combined company, and could cause those
results to differ materially from those expressed in the forward-looking
statements.

                                       29
<PAGE>
                                SPECIAL FACTORS

PURPOSES AND REASONS

    We believe that the merger will be beneficial to both companies and our
stockholders because we believe that:

    - The merger will facilitate more effective management of the companies'
      direct marketing businesses.

    - The relationship between iTurf and dELiA*s will be simplified by removing
      the structural complexity that we believe has caused both companies to be
      undervalued by the capital markets.

    - The merger will allow the combined company to sell integrated
      on-line/offline packages to advertisers.

    - The merger will eliminate the intercompany agreements between iTurf and
      dELiA*s, which have had a material adverse effect on dELiA*s and may in
      the future have a material adverse effect on both companies.

    - The revenue sources of the combined company will be more diverse and
      scalable than those of dELiA*s and iTurf separately.

    - The merger will increase the marketability, and therefore the value, of
      various assets held by the two companies.

    - The merger will eliminate potential conflicts of interest for the
      management and directors of both companies.

    - The merger will result in administrative savings.

    - The merger will eliminate the non-competition agreement between iTurf and
      dELiA*s that constrains each company's ability to expand its business.

    - The merger will allow a more efficient use of capital resources.

    - The merger will reduce the anti-takeover effect of the ownership structure
      of, and the relationship between, the two companies.

    - The merger will reduce the impact on both iTurf and dELiA*s of recent
      public capital market trends affecting small companies, including the low
      liquidity in the public markets resulting from the small market float of
      their common stock and the absence of significant analyst coverage of both
      companies.

BACKGROUND OF THE MERGER

    In April 1999, iTurf completed an initial public offering of its Class A
common stock. Prior to the iTurf IPO, iTurf was a wholly-owned subsidiary of
dELiA*s. The purposes of the IPO included: providing access to the capital
markets to provide financing for iTurf's online business; incentivizing
management and employees of iTurf with subsidiary-level stock options and other
stock-based compensation; creating a currency that could be used for
acquisitions; and maximizing the value of iTurf's assets for dELiA*s
stockholders. Following the IPO, dELiA*s owned 72% of the outstanding common
stock and 94% of the voting power of iTurf. Stephen Kahn, who was chairman of
the board and chief executive officer of dELiA*s, maintained the same positions
with iTurf. In addition, other officers and directors of the two companies
overlapped and held stock or stock options in both companies. See "Members of
Management Have Interests That are Different From Yours."

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    At the time of the IPO, the two companies entered into several extensive
intercompany agreements pursuant to which, among other things:

    - dELiA*s agreed to license its various trademarks to iTurf for its
      exclusive use on the Internet in consideration of a royalty based on
      iTurf's net sales made under those trademarks;

    - dELiA*s agreed to sell goods to iTurf at a fixed mark-up over dELiA*s
      cost;

    - dELiA*s agreed to provide advertising and related services to iTurf in
      dELiA*s catalogs and other off-line marketing channels at an agreed-upon
      price schedule;

    - dELiA*s agreed to provide iTurf with corporate and administrative services
      at a fixed mark-up over dELiA*s costs;

    - dELiA*s and iTurf agreed to refrain from competing in the other's primary
      lines of business.

    As a result of these agreements, iTurf has been able to operate Internet
versions of dELiA*s catalogs. For example, iTurf operates dELiAs.cOm, the
on-line version of dELiA*s flagship product, the dELiA*s catalog. In addition to
these e-commerce businesses, iTurf also operates several Internet communities,
which realize revenue from the sale of advertising. These businesses are
complementary to iTurf's e-commerce businesses because they target the same
demographic group, teens and young adults.

    Several months after the iTurf IPO, management of dELiA*s became concerned
that the value of dELiA*s ownership interest in iTurf was not being fairly
reflected in the price of dELiA*s common stock. dELiA*s management developed a
belief that the best way to unlock the value of its iTurf holdings would be to
distribute all or substantially all of the iTurf shares dELiA*s owned to dELiA*s
stockholders and operate the two companies independently. In addition, iTurf
management became concerned that dELiA*s ownership position, the degree of
control dELiA*s had over iTurf's business and confusion in the capital markets
about the commercial arrangements between dELiA*s and iTurf had a depressing
effect on iTurf's stock price. Management of both companies began to study the
tax, accounting and business implications of separating the companies through a
distribution of iTurf shares to dELiA*s stockholders. On November 17, 1999, an
executive officer stated in a press release on behalf of dELiA*s, "We intend to
distribute the remaining shares of iTurf to our shareholders, subject to
relevant business, tax and legal factors being resolved by the two companies."

    Beginning several months after iTurf's initial public offering and
continuing through the winter of 2000, dELiA*s management worked with its tax
advisors to study the tax implications of a distribution to dELiA*s stockholders
of the iTurf shares owned by dELiA*s. Substantial uncertainty surrounded the tax
issues, in part because the U.S. Congress had been considering new legislation
regarding the tax treatment of stock distributions and the Internal Revenue
Service had not yet, and still has not, issued regulations interpreting portions
of the current statutes that affect the tax treatment of stock distributions.

    In a press release issued on March 28, 2000, iTurf reported record revenue
for its fourth quarter ended January 29, 2000. However, as iTurf and dELiA*s
further analyzed the source of sales of iTurf's e-commerce businesses,
particularly iTurf's dELiAs.cOm business, it became apparent to both companies
that a large majority of iTurf's sales was being derived from sales to existing
customers of dELiA*s.

    Management of both companies was troubled by this analysis for several
reasons. The companies' financial models were based, in part, on assumptions
about iTurf's ability to attract substantial numbers of new customers; revisions
in these assumptions had negative implications for dELiA*s cash flow and

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<PAGE>
the ability of iTurf to continue growing at the rate expected by the capital
markets of an Internet-based business. This analysis also led management to
conclude that the operation of iTurf's e-commerce businesses should be more
closely coordinated with the operation of dELiA*s catalog businesses in order to
operate with optimal efficiency.

    In early April 2000, the Internet sector of the capital markets,
particularly the group of companies primarily engaged in e-commerce and
operating online communities, declined dramatically. The price of the Class A
common stock of iTurf, which is solely engaged in those two businesses, declined
by 58% from March 30, 2000 ($10.4375) to April 24, 2000 ($4.375). Aside from the
impact on iTurf's stockholders, the decline in iTurf's stock price was cause for
concern for management of both iTurf and dELiA*s on several fronts. Equity
incentive compensation was an important recruitment and retention device for
iTurf employees and the stock price decline was a contributing factor to the
decision of several employees to leave the company. Also, the decline further
eroded the value of iTurf as an asset of dELiA*s and made a distribution of
iTurf's stock to dELiA*s stockholders less attractive.

    In April 2000, dELiA*s management renegotiated the terms of its credit
facility. Congress Financial Corporation, the lender under the amended and
restated credit agreement dated April 28, 2000, agreed to exclude the shares of
iTurf's common stock held by dELiA*s from the security arrangements under the
new facility, but prohibited dELiA*s from distributing any iTurf shares to its
stockholders prior to November 1, 2000, and may restrict it from doing so on or
after that date if dELiA*s has not met, among other things, minimum borrowing
capacity availability requirements.

    In April 2000, management of the two companies began to consider the option
of combining iTurf and dELiA*s, rather than separating the two businesses
through a stock distribution. Management was motivated to begin considering
alternatives to a distribution by a confluence of factors, including:

    - uncertainty regarding the tax treatment of distributing iTurf shares to
      dELiA*s stockholders;

    - the conclusion that iTurf's e-commerce business remained largely dependent
      on dELiA*s marketing efforts and that competition between the businesses
      following a separation could lead dELiA*s to reduce the level of marketing
      support that it has given iTurf historically;

    - the concern that iTurf would not be able to sustain growth rates expected
      by the capital markets of Internet businesses;

    - the belief that the companies' corporate structure and commercial
      arrangements were confusing to the capital markets and that an equity
      separation might not fully clarify these issues;

    - the relatively low volume of trading in both dELiA*s and iTurf's common
      stock that would likely not be ameliorated by a separation and a belief
      that a merger would result in the public stockholders of both companies
      holding a somewhat more liquid, more readily tradable security;

    - the belief that the dELiAs.cOm business could be operated most efficiently
      if it were united with dELiA*s catalog business; and

    - the decline in the price of iTurf's Class A common stock.

    In late April 2000, management of iTurf and dELiA*s began to meet with
investment bankers from various firms, including U.S. Bancorp Piper Jaffray and
Salomon Smith Barney, to discuss the plausibility of combining the two companies
and to gain a better understanding of how the capital markets might react to
such a transaction.

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<PAGE>
    In early May 2000, management of iTurf and dELiA*s decided to propose to the
boards of directors of each company that the companies merge. iTurf was advised
by legal counsel that, because of dELiA*s controlling ownership of iTurf and the
substantial conflicts of interest affecting several members of the iTurf board
of directors, iTurf should appoint a special committee of independent members of
its board of directors to consider the idea of combining iTurf and dELiA*s. At
that time, of the two members of the iTurf board who were most independent of
dELiA*s and iTurf management, one indicated to iTurf management that she might
not have adequate time in her schedule to serve on an independent committee.

    At an earlier board meeting, iTurf's board had been advised and had
concluded that it should add additional directors within a reasonable period of
time in order to satisfy new SEC and Nasdaq Stock Market regulations regarding
audit committee membership. As a result of these requirements and the
consideration of the contemplated transaction, and in consultation with the
iTurf board, iTurf management determined to accelerate the process of recruiting
additional board members so as to ensure that an appropriate independent
committee could be elected.

    By the middle of May, iTurf management identified two potential candidates
to serve as additional members of the iTurf board, Douglas R. Platt and Timothy
U. Nye. Douglas Platt is a catalog industry veteran, well known to iTurf
management for several years through the industry. Stephen Kahn had made an
investment of $50,000 in November 1999 in a new company formed by Mr. Platt.
This investment constituted 0.6% of the valuation of Mr. Platt's company and was
made concurrently with the investment by other investors of $4,050,000. Timothy
Nye is known as a Silicon Alley pioneer; he was a founder of SonicNet, one of
the first New York new media companies to gain prominence.

    iTurf's outside board members requested that Bruce Nelson, an existing
member of the iTurf board of directors who has served as a creative executive
for iTurf but does not work full-time for the company, interview Messrs. Platt
and Nye and report back to the iTurf board as to their suitability for board
membership. Mr. Nelson interviewed the two candidates early in the week of
May 15. He subsequently summarized those interviews and his assessment of the
two candidates in telephone conversations with Thomas Evans and Beth
Vanderslice, who were then the two most independent members of the iTurf board.
Mr. Nelson endorsed Messrs. Nye and Platt.

    The iTurf board held a special telephonic meeting on May 19 to consider the
election of Messrs. Nye and Platt to the board. Stephen Kahn informed the iTurf
board of directors of his investment in Mr. Platt's company and said that he
intended to divest this investment as soon as practicable. Mr. Kahn has made
arrangements for this divestiture, which is currently pending subject to the
consent of the stockholders of Mr. Platt's company. Mr. Nelson formally reported
on his interviews of Messrs. Nye and Platt. The board elected the two men.

    The iTurf board held another special meeting on May 23. At this meeting,
iTurf management recommended that the iTurf board consider a proposal that iTurf
and dELiA*s should merge. iTurf management also reminded the board of the
conflicts of interest to which members of iTurf management were subject. The
iTurf board discussed in general terms the advantages and disadvantages of some
alternatives to a merger including (1) selling iTurf's e-commerce businesses to
dELiA*s in exchange for the redemption of iTurf shares held by dELiA*s,
(2) requesting that dELiA*s separate the two companies through a distribution of
iTurf stock to dELiA*s stockholders and (3) selling iTurf to a third party. The
first alternative, exchanging the iTurf e-commerce businesses for redemption of
iTurf shares held by dELiA*s, was generally criticized because it would leave
iTurf with a business of operating Internet communities that was not of
sufficient scale to enable iTurf to survive as an independent public company.
The second alternative, a distribution of iTurf shares to dELiA*s stockholders,
was generally criticized because it would result in iTurf operating e-commerce
businesses that were largely dependent on dELiA*s without the companies sharing
the alignment of interest created by dELiA*s majority ownership of iTurf. The
third alternative, selling iTurf to a third party, was

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<PAGE>
generally criticized because valuations for businesses like iTurf were viewed as
being at a low point and the corporate structure and dependence on dELiA*s were
substantial structural deterrents to such a transaction.

    At the May 23 board meeting, the board formed a special committee of
independent directors, comprised of Messrs. Evans, Nye and Platt, to consider,
and to make such recommendations as it determined to be appropriate to the iTurf
board in connection with, a potential transaction with dELiA*s. The board
determined that Mr. Kahn's investment in Mr. Platt's company did not prevent
Mr. Platt from fulfilling his duties as an independent member of the special
committee. The members of the iTurf special committee were three independent
members of the iTurf board of directors. A fourth independent director,
Ms. Vanderslice, requested that she not be elected, in part because her employer
was in the midst of merging with another company and in part because her office
is in California, each of which made it difficult for her to devote the time
necessary to serve on the committee. The board authorized special compensation
for the members of the special committee, consisting of $40,000 for the
chairperson of the special committee and $25,000 for each other committee
member. Mr. Platt was elected chairperson of the committee. The board also
authorized the special committee to retain its own advisors, including a
financial advisor and independent legal counsel.

    iTurf management prepared a list of potential legal advisors for the special
committee to review and informed the special committee that it was free to
choose a legal advisor that was not on the list. The list contained the names of
partners with New York law firms that were known to have experience advising
special committees of the boards of directors of public companies and to have
experience with the Internet industry. On or about May 30, after due
deliberation, the special committee selected the firm of Squadron, Ellenoff,
Plesent & Sheinfeld, LLP, which was on the list prepared by iTurf management.

    On May 31, the special committee met with its legal counsel and discussed
the duties of special committees in situations such as this one. The special
committee discussed a proposed schedule for hiring an investment banker.

    The special committee interviewed four potential financial advisors, three
of which were suggested by iTurf management. iTurf management suggested to the
special committee that it consider the following factors in selecting a
financial advisor, in addition to any other factors it and its counsel deemed
relevant: price, fee structure, industry expertise and company expertise. On or
about June 9, after due deliberation, the special committee selected the
investment banking firm of U.S. Bancorp Piper Jaffray, which was on the list
prepared by iTurf management, as its financial advisor and to provide an opinion
as to the fairness of the transaction consideration to iTurf's Class A
stockholders, other than dELiA*s, Stephen I. Kahn and their affiliates. The
special committee considered that U.S. Bancorp Piper Jaffray had not previously
acted as a financial advisor to, or provided investment banking services for,
dELiA*s or iTurf, although U.S. Bancorp Piper Jaffray had discussions with
dELiA*s management about arranging the sale of certain shares of iTurf's
Class B common stock held by dELiA*s and, through one of its research analysts,
had arranged meetings in early 2000 between iTurf management and prospective
institutional investors. The special committee executed a formal engagement
letter with U.S. Bancorp Piper Jaffray as of June 9, 2000.

    The dELiA*s board of directors met on May 26 for its regular quarterly
meeting. dELiA*s management made a presentation to the board recommending a
recombination of dELiA*s and iTurf. Management emphasized the strategic
importance of recombining the direct marketing channels of the dELiA*s brand as
well as other benefits of a recombination. The board considered developments
with respect to the spin-off strategic initiative and discussed as an
alternative transaction the reacquisition of the dELiAs.cOm business in exchange
for shares of iTurf's Class B commons stock held by dELiA*s. Mr. Kahn raised
concerns voiced by iTurf management that such a transaction would leave iTurf

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<PAGE>
stockholders with a business of operating Internet communities that was not of
sufficient scale to enable iTurf to survive as an independent public company. As
part of that presentation, management detailed potential conflicts of interest
that some directors and members of management might have in a transaction with
iTurf. After a presentation by outside legal counsel to dELiA*s, the board
determined that there was no conflict of interest that would prevent management
and the board as a whole from representing the interests of the dELiA*s
stockholders. The board then authorized management to hire financial and legal
advisors in connection with the proposed transaction.

    On June 19, directors and officers of dELiA*s interviewed three prospective
financial advisors. dELiA*s selected Salomon Smith Barney as its financial
advisor on June 20. dELiA*s entered into a formal engagement letter with Salomon
Smith Barney on or about July 7, 2000.

    On June 20, after execution of customary confidentiality agreements,
management of iTurf and dELiA*s began to provide U.S. Bancorp Piper Jaffray and
Salomon Smith Barney with financial due diligence information, including
detailed historical financial statements and projections for future periods for
each of the two companies. Information provided by either company was generally
provided simultaneously to the two advisory firms. The information excluded
projected results for three of dELiA*s and iTurf's businesses, TSI Soccer and
tsisoccer.com, Storybook Heirlooms and StorybookHeirlooms.com and Droog and
droog.com. dELiA*s and iTurf informed Salomon Smith Barney and U.S. Bancorp
Piper Jaffray of their intention to divest these businesses because they
considered them to be peripheral to their core businesses. dELiA*s and iTurf
management suggested a range of prices at which they believed they could sell
the three businesses and how the proceeds of the sales might be shared between
dELiA*s and iTurf.

    From June 20 through July 24, U.S. Bancorp Piper Jaffray and the iTurf
special committee conducted due diligence and received additional information
from dELiA*s and iTurf management in response to information requests. At the
direction of the special committee, U.S. Bancorp Piper Jaffray's due diligence
review and analysis included, among other things, review of financial
projections provided by dELiA*s and iTurf management, review of the valuations
of comparable public companies, review of the financial terms of merger
transactions deemed relevant to the valuation of iTurf and dELiA*s and the
proposed merger, and preparation of discounted cash flow valuations. See
"--Opinion of Financial Advisor to the Special Committee of iTurf." During this
period, U.S. Bancorp Piper Jaffray provided regular updates to the special
committee to review the status of its due diligence analysis.

    During the same period, Salomon Smith Barney conducted due diligence and
received additional information from dELiA*s and iTurf management in response to
information requests.

    On July 7, 2000, Salomon Smith Barney held a meeting with U.S. Bancorp Piper
Jaffray to discuss valuation methodologies.

    On July 11, 2000, Salomon Smith Barney made a presentation to U.S. Bancorp
Piper Jaffray and the special committee regarding the proposed combination of
iTurf and dELiA*s and the relative valuations of iTurf and dELiA*s. In its
presentation, Salomon Smith Barney stated that it believed an exchange ratio of
2.5 iTurf Class A shares for each dELiA*s share would be appropriate in view of
its analysis.

    On July 11, 2000, immediately after the meeting with Salomon Smith Barney,
the members of the special committee met with U.S. Bancorp Piper Jaffray to
discuss their reactions to the proposal made by Salomon Smith Barney. U.S.
Bancorp Piper Jaffray commented generally that it thought that there were
significant differences in methodology and inputs in the valuation analyses it
was currently undertaking from the analyses used by Salomon Smith Barney. It was
then agreed that U.S. Bancorp Piper Jaffray would seek to complete its analyses
by Monday, July 17 and present its report to the special committee as early as
practicable that week.

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<PAGE>
    On July 19, the iTurf special committee met with U.S. Bancorp Piper Jaffray,
which made a presentation to the special committee of its analyses concerning
the valuation of iTurf and dELiA*s and the resulting range of possible exchange
ratios for a merger of iTurf and dELiA*s. The special committee agreed that at
an appropriate exchange ratio, a merger of iTurf and dELiA*s could be beneficial
to iTurf's Class A stockholders, other than dELiA*s, Stephen I. Kahn and their
affiliates. However, at this meeting the special committee determined that the
exchange ratio proposed by Salomon Smith Barney was too high. The special
committee then determined that it would be appropriate to propose one iTurf
Class A share for each dELiA*s share. At the meeting, the iTurf special
committee voted unanimously to authorize U.S. Bancorp Piper Jaffray to deliver a
proposal to dELiA*s to merge at an exchange ratio of one iTurf Class A share for
each dELiA*s share.

    On July 20, U.S. Bancorp Piper Jaffray, on behalf of the special committee,
communicated to Salomon Smith Barney that an exchange ratio of 2.5 iTurf shares
for each dELiA*s share was too high, and made a counter-proposal to Salomon
Smith Barney of one iTurf Class A share for each dELiA*s share.

    On July 21, Stephen Kahn called each independent member of the dELiA*s board
of directors to inform them of the status of discussions between dELiA*s and
iTurf's respective financial advisors.

    On July 25, after consulting with Mr. Kahn and other members of dELiA*s
management, Salomon Smith Barney, on behalf of dELiA*s, made a counter-proposal
to U.S. Bancorp Piper Jaffray, on behalf of the iTurf special committee, of an
exchange ratio of 2.0 iTurf shares for each dELiA*s share.

    U.S. Bancorp Piper Jaffray relayed this proposal to the iTurf special
committee through Mr. Platt. After discussion, the special committee determined
that the exchange ratio proposed by Salomon Smith Barney on July 25 was still
too high. On July 28, U.S. Bancorp Piper Jaffray, on behalf of the iTurf special
committee, responded with an exchange ratio proposal of 1.4 iTurf shares for
each dELiA*s share.

    Later on July 28, Salomon Smith Barney, after consulting with dELiA*s
management, responded by contacting U.S. Bancorp Piper Jaffray and proposing an
exchange ratio of 1.9 iTurf shares for each dELiA*s share, provided that the
iTurf shares proposed to be issued to former dELiA*s stockholders possessed
special voting rights so as to preserve the current degree of control that
dELiA*s stockholders, through dELiA*s controlling interest in iTurf, currently
have over the iTurf business.

    U.S. Bancorp Piper Jaffray contacted Mr. Platt. After discussion,
Mr. Platt, with the prior consent of the special committee, authorized U.S.
Bancorp Piper Jaffray to respond with a proposed exchange ratio of 1.6 iTurf
shares for each dELiA*s share, and to reject the proposal regarding special
voting rights. On July 31, U.S. Bancorp Piper Jaffray contacted Salomon Smith
Barney to propose an exchange ratio of 1.6 iTurf shares for each dELiA*s share,
and rejected the proposal regarding special voting rights.

    On August 1, Salomon Smith Barney, on behalf of dELiA*s, responded by
proposing an exchange ratio of 1.8 iTurf shares for each dELiA*s share, and
withdrew its proposal regarding special voting rights. On August 7, U.S. Bancorp
Piper Jaffray, on behalf of the special committee, contacted Salomon Smith
Barney, on behalf of dELiA*s, to propose an exchange ratio of 1.7 iTurf Class A
shares for each dELiA*s share. Later on August 7, Salomon Smith Barney, on
behalf of dELiA*s, responded by proposing an exchange ratio of 1.74 iTurf
Class A shares for each dELiA*s share.

    On August 8, U.S. Bancorp Piper Jaffray, following discussions with the
chairperson of the special committee, responded by proposing, on behalf of the
special committee, an exchange ratio of 1.715 iTurf shares for each dELiA*s
share, which proposal was made subject to ratification by the iTurf special
committee. After consulting with dELiA*s management, Salomon Smith Barney
accepted the 1.715 exchange ratio.

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<PAGE>
    Later on August 8, Proskauer Rose LLP, legal counsel to dELiA*s and iTurf,
provided to counsel to the iTurf special committee a draft of a merger agreement
providing for a merger between dELiA*s and a wholly-owned subsidiary of iTurf
pursuant to which iTurf would issue new shares of Class A common stock to
dELiA*s stockholders.

    On August 10, the special committee met with its legal counsel and U.S.
Bancorp Piper Jaffray. At the meeting, U.S. Bancorp Piper Jaffray updated the
special committee on its analysis of the relative valuations of the two
companies. In the course of its deliberations, the special committee unanimously
decided that it should base its recommendation to the iTurf board concerning the
exchange ratio on the analyses performed by U.S. Bancorp Piper Jaffray and the
other factors it believed relevant, taken as a whole. The special committee
ratified U.S. Bancorp Piper Jaffray's authority to offer an exchange ratio of
1.715 iTurf shares for each dELiA*s share, subject to the negotiation of an
acceptable merger agreement which would contain, among other things, provisions
that would assure that the merger would not accelerate the vesting of any iTurf
or dELiA*s options, the lapse of any restrictions on iTurf or dELiA*s restricted
stock, or the time of payment or vesting, or increase, the amount of any
compensation or benefits due to any employee, stockholder or director of iTurf
or dELiA*s. The merger agreement also had to contain provisions that would
assure that, following the merger, shares of iTurf's Class B common stock would
lose their voting rights upon any transfer unless the transfer were first
approved by a majority of iTurf's shares entitled to vote.

    Between August 11 and 15, Proskauer Rose LLP and the special committee's
legal counsel completed negotiations of a merger agreement reflecting the
agreed-upon exchange ratio. During the course of these negotiations, the special
committee's legal counsel insisted that the merger agreement:

    (1) provide for payment of a break-up fee from dELiA*s to iTurf in the event
       of a termination of the merger agreement because of dELiA*s decision to
       withdraw or change its recommendation of the merger or to pursue an
       alternative transaction;

    (2) impose limitations on the issuance of options and restricted stock by
       either party prior to the effective time of the merger;

    (3) provide that the merger will not cause any accelerated vesting of
       restricted stock or options or trigger any special benefits or
       change-of-control payments to employees, directors or stockholders of
       either party; and

    (4) provide that, following the merger, shares of iTurf's Class B common
       stock would lose their voting rights upon any transfer unless the
       transfer were first approved by a majority of iTurf's shares entitled to
       vote.

dELiA*s agreed to these changes and they were incorporated in the merger
agreement.

    On August 16, the iTurf special committee convened. At this meeting, U.S.
Bancorp Piper Jaffray delivered to the special committee its written opinion to
the effect that, as of August 16, 2000 and subject to the limitations and
qualifications set forth in the opinion, the 1.715 exchange ratio was fair from
a financial point of view to the holders of iTurf's Class A common stock, other
than dELiA*s, Stephen I. Kahn and their affiliates. The special committee's
legal counsel then reviewed the merger agreement with the special committee. At
the meeting, the iTurf special committee voted unanimously to recommend to the
entire iTurf board that it approve and adopt the merger agreement and the
transactions contemplated by the agreement, at an exchange ratio of 1.715 iTurf
Class A shares for each dELiA*s share.

    Later in the day on August 16, 2000, the full iTurf board held a special
meeting. At this meeting, U.S. Bancorp Piper Jaffray reiterated the opinion that
it had delivered to the special committee. iTurf's legal counsel then reviewed
the merger agreement with the board. The special committee then delivered its
report to the board as to the special committee's negotiation and recommendation
of the merger agreement. Based in part on the approval and recommendation of the
iTurf special committee, the iTurf board approved the merger agreement and the
transactions contemplated by the agreement,

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at an exchange ratio of 1.715 iTurf Class A shares for each dELiA*s share. For a
discussion of the reasons for the recommendation of the iTurf special committee
and the iTurf board, see "--Recommendation of the iTurf Board of Directors" and
"--Opinion of Financial Advisor to the Special Committee of iTurf."

    Also on August 16, the dELiA*s board convened in a special meeting. At this
meeting, Salomon Smith Barney delivered its oral opinion, later confirmed in
writing, to the board that it believed that the 1.715 exchange ratio was fair
from a financial point of view to dELiA*s stockholders, other than iTurf,
Stephen I. Kahn, his family members and other persons whose shares may be voted
by Mr. Kahn under a stockholders agreement and members of the managements of
iTurf and dELiA*s who own shares in both companies. dELiA*s legal counsel then
reviewed the merger agreement with the board. At the meeting, the dELiA*s board
voted unanimously to approve and adopt the merger agreement and the transactions
contemplated by the agreement, at an exchange ratio of 1.715 iTurf Class A
shares for each dELiA*s share. For a discussion of the reasons for the
recommendation of the dELiA*s board, see "--Recommendation of the dELiA*s Board
of Directors" and "--Opinion of Financial Advisor to the Board of Directors of
dELiA*s."

    The parties then duly executed the merger agreement. That evening, dELiA*s
and iTurf issued a joint press release announcing the merger agreement.

EFFECTS OF THE MERGER

    If the merger is consummated, a wholly-owned subsidiary of iTurf will merge
with and into dELiA*s. As a result of the merger, dELiA*s will be the surviving
corporation and will become a wholly-owned subsidiary of iTurf. Assuming iTurf
stockholders approve the amendment to iTurf's certificate of incorporation,
iTurf will change its name to "dELiA*s iTurf Inc." following the merger and its
stock will trade on The Nasdaq Stock Market under the symbol "DLTF." At the time
of the merger, each outstanding share of common stock of dELiA*s will be
converted into 1.715 shares of Class A common stock of iTurf.

    A possible detriment to holders of dELiA*s common stock is the fact that the
merger consideration is fixed despite potential changes in relative stock
prices. See "Risk Factors--Risk Factors Relating to the Merger--The merger
consideration is fixed despite potential changes in relative stock prices."

OPINION OF FINANCIAL ADVISOR TO THE BOARD OF DIRECTORS OF DELIA*S

    On August 16, 2000, Salomon Smith Barney delivered its written opinion to
the dELiA*s board of directors that, as of that date, the exchange ratio was
fair to the independent, unaffiliated holders of dELiA*s common stock from a
financial point of view.

    THE FULL TEXT OF THE WRITTEN OPINION OF SALOMON SMITH BARNEY IS SET FORTH AS
APPENDIX D TO THIS JOINT PROXY STATEMENT/PROSPECTUS AND SETS FORTH THE
ASSUMPTIONS MADE, PROCEDURES FOLLOWED AND MATTERS CONSIDERED BY SALOMON SMITH
BARNEY. HOLDERS OF DELIA*S COMMON STOCK ARE URGED TO READ SALOMON SMITH BARNEY'S
OPINION IN ITS ENTIRETY.

    In connection with rendering its opinion, Salomon Smith Barney reviewed
publicly available information concerning dELiA*s and iTurf and other financial
information concerning dELiA*s and iTurf, including financial forecasts, that
was provided to Salomon Smith Barney by dELiA*s and iTurf. Salomon Smith Barney
discussed the past and current business operations, financial condition and
prospects of dELiA*s and iTurf with officers and employees of dELiA*s and iTurf.
Salomon Smith Barney also considered other information, financial studies,
analyses, investigations and financial, economic and market criteria that it
deemed relevant. The dELiA*s board did not impose any limitations upon Salomon
Smith Barney with respect to the investigation made or the procedures followed
by Salomon Smith Barney in rendering its opinion.

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    In its review and analysis and in arriving at its opinion, Salomon Smith
Barney assumed and relied upon the accuracy and completeness of the information
it reviewed, and Salomon Smith Barney did not assume any responsibility for
independent verification of that information. With respect to the financial
forecasts of dELiA*s and iTurf for 2000, 2001 and 2002, Salomon Smith Barney
assumed that those forecasts were reasonably prepared on bases reflecting the
best currently available estimates and judgments of the respective managements
of dELiA*s and iTurf. Salomon Smith Barney expressed no opinion with respect to
those forecasts and assessments or the assumptions on which they were based.
Salomon Smith Barney was advised by the respective managements of dELiA*s and
iTurf that the assumptions relating to the projected financial performance of
dELiA*s and iTurf that were provided to Salomon Smith Barney by the respective
managements of dELiA*s and iTurf, and from which the financial forecasts for
2003 and 2004 were derived, reflect the best currently available estimates and
judgments of the respective managements of dELiA*s and iTurf. Salomon Smith
Barney expressed no opinion with respect to those assumptions. Salomon Smith
Barney also expressed no opinion on the assumptions of the respective
managements of dELiA*s and iTurf regarding the proceeds from the sale of the TSI
Soccer, Storybook Heirlooms and Droog businesses and the allocation of those
proceeds between dELiA*s and iTurf. Salomon Smith Barney did not make or obtain,
or assume any responsibility for making or obtaining, any independent evaluation
or appraisal of any of the assets, including properties and facilities, or
liabilities of dELiA*s and iTurf.

    Salomon Smith Barney's opinion was necessarily based upon conditions as they
existed and could be evaluated on the date of the opinion. Salomon Smith
Barney's opinion did not imply any conclusion as to the likely trading range for
iTurf's common stock following the completion of the merger, which may vary
depending upon, among other factors, changes in interest rates, dividend rates,
market conditions, general economic conditions and other factors that generally
influence the price of securities. Salomon Smith Barney's opinion did not
address dELiA*s underlying business decision to effect the merger. Salomon Smith
Barney expressed no view on the effect on dELiA*s of the merger and related
transactions. Salomon Smith Barney's opinion was directed only to the fairness,
from a financial point of view, of the exchange ratio to holders of dELiA*s
common stock, other than iTurf, the parties to the Family Stockholders Agreement
dated November 30, 1996, and members of the respective managements of iTurf and
dELiA*s who have an equity interest in both iTurf and dELiA*s, and did not
constitute a recommendation concerning how those holders should vote with
respect to the proposal regarding the merger and the merger agreement.

    The material portions of the financial analyses performed by Salomon Smith
Barney in connection with the rendering of its opinion, dated August 16, 2000,
are summarized below. CONSIDERING THE DATA SET FORTH BELOW WITHOUT CONSIDERING
THE FULL NARRATIVE DESCRIPTION OF THE FINANCIAL ANALYSES, INCLUDING THE
METHODOLOGIES AND ASSUMPTIONS UNDERLYING THE ANALYSES, COULD CREATE A MISLEADING
OR INCOMPLETE VIEW OF THE FINANCIAL ANALYSES OF SALOMON SMITH BARNEY.

VALUATION OF DELIA*S AND ITURF

(1) COMPARABLE PUBLIC COMPANY ANALYSIS.

    Salomon Smith Barney conducted a comparable public company analysis to
calculate the implied enterprise value for each of the major business lines of
dELiA*s and iTurf. In conducting its analysis, Salomon Smith Barney relied on
revenue multiples based on historical revenues for the latest twelve months
("LTM revenues") and projected revenues for 2000 and 2001. The LTM revenues for
the twelve months ended April 29, 2000 were provided by the respective
managements of iTurf and dELiA*s and include adjustments that, among other
things, exclude non-core businesses held for sale. Salomon Smith Barney used
management projections for 2000 and 2001. In order to calculate the implied
equity values for dELiA*s and iTurf, Salomon Smith Barney made adjustments for,
among other things, non-operating assets, the cross-shareholding of iTurf and
dELiA*s, and intercompany payables.

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<PAGE>
    The major business lines analyzed by Salomon Smith Barney were the retail
stores and retail catalog businesses in the case of dELiA*s, and the
merchandising e-commerce and advertising sales businesses in the case of iTurf.
The sum of the enterprise values implied by the applicable comparable companies
resulted in the implied total enterprise value for each of dELiA*s and iTurf.

    The comparable companies that were used in relation to dELiA*s are: (a) in
the case of the retail stores business, The Buckle, Inc., Gadzooks, Inc., Hot
Topic Inc., Urban Outfitters and Wet Seal Inc., and (b) in the case of the
retail catalog business, Blair Corporation, Coldwater Creek, Hanover
Direct, Inc. and J. Jill Group Inc. The comparable companies that were used in
relation to iTurf are: (a) in the case of the merchandising e-commerce business,
Alloy Online, Inc., Ashford.com Inc., Bluefly, Inc., eToys Inc.,
Fashionmall.com, FogDog Inc., Garden.com Inc. and Pets.com Inc., and (b) in the
case of the advertising sales business, iVillage.com, Snowball.com, SportsLine
USA, Student Advantage, Uproar and Women.com.

    To determine implied per share values, Salomon Smith Barney divided the
implied equity values for iTurf and dELiA*s by the shares outstanding for each
of iTurf and dELiA*s. In the case of iTurf, Salomon Smith Barney increased the
current number of shares outstanding by approximately 2.7 million common shares,
which represents, according to management, the pending and probable earn-out
from iTurf's acquisition of TheSpark.com. To determine the implied exchange
ratios, Salomon Smith Barney compared the low end of the range for dELiA*s to
the high end of the range for iTurf and vice versa.

    COMPARABLE COMPANY ANALYSIS BASED ON LTM REVENUES.  LTM revenues from
dELiA*s retail stores were $42.4 million. The public companies deemed comparable
to dELiA*s retail stores business in general trade at 0.2x to 0.6x LTM revenues.
The product of the revenue multiple range and retail store LTM revenues implied
an enterprise value range for the retail stores business of $8.5 million to
$25.4 million. LTM revenues from dELiA*s retail catalog business were $69.2
million. The public companies deemed comparable to dELiA*s retail catalog
business in general trade at 0.4x to 1.1x LTM revenues. The product of the
revenue multiple range and retail catalog LTM revenues implied an enterprise
value range for the retail catalog business of $27.7 million to $76.1 million.
The sum of the implied enterprise values for the retail stores and retail
catalog businesses resulted in a total implied enterprise value for dELiA*s of
$36.1 million to $101.5 million. After making adjustments for, among other
things, net operating assets and cross-shareholdings, Salomon Smith Barney
calculated a total equity value for dELiA*s of $73.0 million to $161.7 million,
or $4.35 to $9.63 per share.

    LTM revenues from iTurf's merchandising e-commerce business were $23.7
million. The public companies deemed comparable to iTurf's merchandising
e-commerce business in general trade at 1.2x to 3.1x LTM revenues. The product
of the revenue multiple range and merchandising e-commerce LTM revenues implied
an enterprise value range for the merchandising e-commerce business of $28.5
million to $73.6 million. LTM revenues from iTurf's advertising sales business
were $2.1 million. The public companies deemed comparable to iTurf's advertising
sales business in general trade at 3.2x to 4.8x LTM revenues. The product of the
revenue multiple range and advertising sales LTM revenues implied an enterprise
value range for the advertising sales business of $6.9 million to $10.3 million.
The sum of the implied enterprise values for the merchandising e-commerce and
advertising sales businesses resulted in a total implied enterprise value for
iTurf of $35.4 million to $83.9 million. After making adjustments for, among
other things, net operating assets and cross-shareholdings, Salomon Smith Barney
calculated a total equity value for iTurf of $81.1 million to $132.6 million, or
$3.41 to $5.58 per share.

    The low end of the exchange ratio range was calculated by dividing dELiA*s
low equity value per share by the iTurf high equity value per share and the high
end of the exchange ratio range was calculated by dividing dELiA*s high equity
value per share by the iTurf low equity value per share. The implied exchange
ratio range resulting from the comparable company analysis applied to LTM
revenues was 0.8x to 2.8x.

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<PAGE>
    COMPARABLE COMPANY ANALYSIS BASED ON 2000 REVENUES.  The projected revenues
for fiscal 2000 ("2000 revenues") from dELiA*s retail stores are expected to be
$46.0 million. The public companies deemed comparable to dELiA*s retail stores
business in general trade at 0.2x to 0.6x 2000 revenues. The product of the
revenue multiple range and retail store 2000 revenues implied an enterprise
value range for the retail stores business of $9.2 million to $27.6 million.
2000 revenues from dELiA*s retail catalog business are expected to be $67.3
million. The public companies deemed comparable to dELiA*s retail catalog
business in general trade at 0.6x to 0.9x 2000 revenues. The product of the
revenue multiple range and retail catalog 2000 revenues implied an enterprise
value range for the retail catalog business of $40.4 million to $60.6 million.
The sum of the implied enterprise values for the retail stores and retail
catalog businesses resulted in a total implied enterprise value for dELiA*s of
$49.6 million to $88.2 million. After making adjustments for net operating
assets and cross-shareholdings, Salomon Smith Barney calculated a total equity
value for dELiA*s of $92.6 million to $145.0 million, or $5.52 to $8.64 per
share.

    2000 revenues from iTurf's merchandising e-commerce business are expected to
be $34.9 million. The public companies deemed comparable to iTurf's
merchandising e-commerce business in general trade at 1.2x to 1.7x 2000
revenues. The product of the revenue multiple range and merchandising e-commerce
2000 revenues implied an enterprise value range for the merchandising e-commerce
business of $41.9 million to $59.3 million. 2000 revenues from iTurf's
advertising sales business are expected to be $5.3 million. The public companies
deemed comparable to iTurf's advertising sales business in general trade at 1.2x
to 3.3x 2000 revenues. The product of the revenue multiple range and advertising
sales 2000 revenues implied an enterprise value range for the advertising sales
business of $6.4 million to $17.6 million. The sum of the implied enterprise
values for the merchandising e-commerce and advertising sales businesses
resulted in a total implied enterprise value for iTurf of $48.3 million to $76.9
million. After making adjustments for, among other things, net operating assets
and cross-shareholdings, Salomon Smith Barney calculated a total equity value
for iTurf of $94.6 million to $125.0 million, or $3.98 to $5.26 per share.

    The low end of the exchange ratio range was calculated by dividing dELiA*s
low equity value per share by the iTurf high equity value per share and the high
end of the exchange ratio range was calculated by dividing dELiA*s high equity
value per share by the iTurf low equity value per share. The implied exchange
ratio range resulting from the comparable company analysis applied to 2000
revenues was 1.0x to 2.2x.

    COMPARABLE COMPANY ANALYSIS BASED ON 2001 REVENUES.  The projected revenues
for fiscal 2001 ("2001 revenues") from dELiA*s retail stores are expected to be
$74.7 million. The public companies deemed comparable to dELiA*s retail stores
business in general trade at 0.2x to 0.5x 2001 revenues. The product of the
revenue multiple range and retail store 2001 revenues implied an enterprise
value range for the retail stores business of $14.9 million to $37.3 million.
2001 revenues from dELiA*s retail catalog business are expected to be $68.1
million. The public companies deemed comparable to dELiA*s retail catalog
business in general trade at 0.5x to 0.8x 2001 revenues. The product of the
revenue multiple range and retail catalog 2001 revenues implied an enterprise
value range for the retail catalog business of $34.0 million to $54.5 million.
The sum of the implied enterprise values for the retail stores and retail
catalog businesses resulted in a total implied enterprise value for dELiA*s of
$49.0 million to $91.8 million. After making adjustments for net operating
assets and cross-shareholdings, Salomon Smith Barney calculated a total equity
value for dELiA*s of $84.4 million to $145.7 million, or $5.03 to $8.68 per
share.

    2001 revenues from iTurf's merchandising e-commerce business are expected to
be $40.4 million. The public companies deemed comparable to iTurf's
merchandising e-commerce business in general trade at 0.6x to 1.0x 2001
revenues. The product of the revenue multiple range and merchandising e-commerce
2001 revenues implied an enterprise value range for the merchandising e-commerce
business of $24.2 million to $40.4 million. 2001 revenues from iTurf's
advertising sales business are

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expected to be $13.9 million. The public companies deemed comparable to iTurf's
advertising sales business in general trade at 0.6x to 2.2x 2001 revenues. The
product of the revenue multiple range and advertising sales 2001 revenues
implied an enterprise value range for the advertising sales business of $8.3
million to $30.6 million. The sum of the implied enterprise values for the
merchandising e-commerce and advertising sales businesses resulted in a total
implied enterprise value for iTurf of $32.6 million to $70.9 million. After
making adjustments for net operating assets and cross-shareholdings, Salomon
Smith Barney calculated a total equity value for iTurf of $78.7 million to
$119.1 million, or $3.31 to $5.01 per share.

    The low end of the exchange ratio range was calculated by dividing dELiA*s
low equity value per share by the iTurf high equity value per share and the high
end of the exchange ratio range was calculated by dividing dELiA*s high equity
value per share by the iTurf low equity value per share. The implied exchange
ratio range resulting from the comparable company analysis applied to 2001
revenues was 1.0x to 2.6x.

    No company used in the comparable public company analysis described above is
identical to dELiA*s or iTurf. Accordingly, an examination of the results of the
analysis necessarily involves complex considerations and judgments concerning
differences in financial and operating characteristics of the businesses and
other facts that could affect the public trading values of the companies to
which they are being compared.

(2) DISCOUNTED CASH FLOW ANALYSIS.

    Salomon Smith Barney applied a discounted cash flow analysis to the
financial cash flow forecasts for dELiA*s and iTurf for the years 2000 to 2004.
Using this information, Salomon Smith Barney calculated the net present value of
free cash flow that each company could generate through 2004 using discount
rates of 10%-12% for dELiA*s and 13.5%-15.5% for iTurf. Salomon Smith Barney's
estimate of the appropriate discount rates was based on the weighted average
cost of capital of comparable companies. Using these discount rates, Salomon
Smith Barney also calculated the net present value of the implied terminal
values of the two companies in the year 2004 based on exit multiples ranging
from 5.0x to 7.0x for dELiA*s and 8.0x to 10.0x for iTurf. This analysis
generated implied per share values of $10.7 to $12.7 for dELiA*s and $4.55 to
$5.02 for iTurf, implying an exchange ratio range of 2.1x to 2.8x.

    Inherent in any discount cash flow analysis is the use of a number of
assumptions, including the accuracy of projections, and the subjective
determination of an appropriate terminal value and discount rate to apply to the
projected cash flows of the entity under examination. Variations in any of those
assumptions or judgements could significantly alter the results of a discounted
cash flow analysis.

(3) NET TANGIBLE ASSETS ANALYSIS.

    Salomon Smith Barney conducted a net tangible assets analysis using
financial information for dELiA*s and iTurf based on the consolidated balance
sheets for dELiA*s and iTurf dated April 29, 2000, adjusted for cash, debt and
intercompany payable/receivable estimates as of July 29, 2000 provided by the
respective managements of dELiA*s and iTurf. Salomon Smith Barney calculated the
net tangible assets for dELiA*s to be $19.5 million by subtracting total
tangible liabilities from total tangible assets. dELiA*s total tangible assets
of $87.3 million included cash and short-term investments of $2.6 million, other
current assets of $52.2 million and long-term tangible assets of $32.5 million,
but excluded goodwill and investment accounts with affiliated party investments.
dELiA*s total tangible liabilities of $67.9 million included current liabilities
of $15.7 million, deferred taxes of $27.4 million, total debt of $16.3 million
and intercompany payables of $8.5 million. dELiA*s equity value of $41.1 million
was calculated by adding dELiA*s 48% share of iTurf's net tangible assets of
$21.6 million. Based on this analysis, Salomon Smith Barney determined the
implied per share value of dELiA*s to be $2.45.

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    Salomon Smith Barney calculated the net tangible assets for iTurf to be
$44.9 million by subtracting total tangible liabilities from total tangible
assets. iTurf's total tangible assets of $54.7 million included cash and
short-term investments of $37.0 million, other current assets of $5.1 million,
long-term tangible assets of $4.1 million and intercompany receivables of $8.5
million, but excluded goodwill and investment accounts with affiliated party
investments. iTurf's total tangible liabilities of $9.8 million included current
liabilities of $5.0 million and contingent cash liability from, according to
management, the pending and probable earn-out associated with TheSpark.com
acquisition of $4.8 million. iTurf's equity value of $45.6 million was
calculated by adding iTurf's 3.3% share of dELiA*s net tangible assets of $0.6
million. Based on this analysis, Salomon Smith Barney determined the implied per
share value of iTurf to be $1.92.

    Based on dELiA*s per share equity value of $2.45 and the iTurf per share
equity value of $1.92, Salomon Smith Barney determined that the analysis implied
an exchange ratio range of 1.2x to 1.4x.

    The preparation of a fairness opinion is a complex process not susceptible
to partial analysis or summary descriptions. The summary set forth above is not
and does not purport to be a complete description of the analyses underlying
Salomon Smith Barney's opinion. Salomon Smith Barney believes that its analyses
and the summary set forth above must be considered as a whole and that selecting
portions of its analyses and factors, without considering all analyses and
factors or the narrative description of the analyses, would create a misleading
or incomplete view of the processes underlying its analyses and opinion.

    In performing its analyses, Salomon Smith Barney made numerous assumptions
with respect to industry performance, general business, financial, market and
economic conditions and other matters, many of which are beyond the control of
dELiA*s or iTurf. The analyses which Salomon Smith Barney performed are not
necessarily indicative of actual values or actual future results, which may be
significantly more or less favorable than suggested by the analyses. The
analyses were prepared solely as part of Salomon Smith Barney's analysis of the
fairness, from a financial point of view, of the exchange ratio to the
independent, unaffiliated holders of dELiA*s common stock. The analyses do not
purport to be appraisals or to reflect the prices at which a company or assets
might actually be sold or the prices at which any securities may trade at the
present time or at any time in the future.

    Pursuant to an engagement letter dated July 7, 2000, dELiA*s agreed to pay
to Salomon Smith Barney a fee of $1,150,000, $500,000 of which was payable upon
the delivery by Salomon Smith Barney of its fairness opinion and $650,000 of
which is payable upon consummation of the merger. dELiA*s also agreed, under
certain circumstances, to reimburse Salomon Smith Barney for all reasonable fees
and expenses of Salomon Smith Barney's counsel and all of Salomon Smith Barney's
reasonable travel and other out-of-pocket expenses incurred pursuant to Salomon
Smith Barney's engagement. dELiA*s also agreed to indemnify Salomon Smith Barney
and certain related persons against various liabilities, including liabilities
under the federal securities laws, relating to or arising out of its engagement.
dELiA*s also agreed to engage Salomon Smith Barney as its financial advisor if
it proposes to sell a material portion of its assets within a specified period
after consummation of the merger or an alternative transaction. In addition,
dELiA*s agreed to engage Salomon Smith Barney as its lead underwriter, placement
agent or arranger in connection with an issuance of securities, or other
external financing, within a specified period after consummation of the merger
or an alternative transaction.

    Salomon Smith Barney is an internationally recognized investment banking
firm that provides financial services in connection with a wide range of
business transactions. As part of its business, Salomon Smith Barney regularly
engages in the valuation of companies and their securities in connection with
mergers and acquisitions, negotiated underwritings, competitive biddings,
secondary distributions of listed and unlisted securities, private placements
and other purposes. In addition, in the ordinary course of their business,
Salomon Smith Barney and its affiliates may actively trade the securities of
dELiA*s and iTurf for their own account and the accounts of their customers and,
accordingly, may at any time hold a long or short position in those securities.
Salomon Smith Barney and its affiliates, including Citigroup Inc., may have
other business relationships with dELiA*s, iTurf

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and their affiliates. The dELiA*s board retained Salomon Smith Barney based on
Salomon Smith Barney's expertise in the valuation of companies as well as its
substantial experience in transactions such as the merger.

OPINION OF FINANCIAL ADVISOR TO THE SPECIAL COMMITTEE OF ITURF

    Pursuant to an engagement letter dated as of June 9, 2000, the iTurf special
committee retained U.S. Bancorp Piper Jaffray to act as its financial advisor
and, if requested, to render to the iTurf special committee an opinion regarding
the fairness from a financial point of view to iTurf's Class A common
stockholders, other than dELiA*s, Stephen Kahn and their affiliates, of the
consideration paid in a possible transaction.

    U.S. Bancorp Piper Jaffray delivered to the iTurf special committee on
August 16, 2000 its opinion, as of that date and based upon and subject to the
assumptions, factors and limitations set forth in the written opinion and
described below, to the effect that the 1.715 exchange ratio was fair, from a
financial point of view, to iTurf's Class A common stockholders, other than
dELiA*s, Stephen Kahn and their affiliates. The opinion was subsequently
delivered to the full board of directors of iTurf. A copy of U.S. Bancorp Piper
Jaffray's written opinion is attached to this Joint Proxy Statement/ Prospectus
as Annex C and is incorporated into this Joint Proxy Statement/Prospectus by
reference.

    While U.S. Bancorp Piper Jaffray rendered its opinion, provided certain
analyses to the iTurf special committee and participated in negotiations with
dELiA*s and its representatives, U.S. Bancorp Piper Jaffray did not make any
recommendation to the iTurf special committee as to the specific form or amount
of the consideration to be received by dELiA*s stockholders in the proposed
merger. U.S. Bancorp Piper Jaffray's written opinion, which was directed to the
iTurf special committee and its board of directors, addresses only the fairness
of the proposed 1.715 exchange ratio, from a financial point of view, to iTurf's
Class A common stockholders, other than dELiA*s, Stephen Kahn and their
affiliates, does not address iTurf's underlying business decision to participate
in the merger and does not constitute a recommendation to any iTurf stockholder
as to how a stockholder should vote with respect to the merger.

    In arriving at its opinion, U.S. Bancorp Piper Jaffray reviewed:

    - a draft of the merger agreement dated August 15, 2000

    - financial, operating and business information related to dELiA*s and iTurf

    - publicly available market and securities data of dELiA*s, iTurf and of
      selected public companies deemed comparable to various business lines of
      dELiA*s and iTurf

    - to the extent publicly available, financial information relating to
      certain acquisition transactions deemed relevant to the merger

    - internal financial information of iTurf on a stand-alone basis and on a
      combined basis with dELiA*s furnished by iTurf management

    - internal financial information of dELiA*s on a stand-alone basis furnished
      by dELiA*s management

In addition, U.S. Bancorp Piper Jaffray had discussions with members of senior
management of both dELiA*s and iTurf concerning the financial condition, current
operating results, balance sheet items, intercompany agreements and business
outlook of dELiA*s, iTurf and the proposed combined company.

    In delivering its opinion to the iTurf special committee and board of
directors, U.S. Bancorp Piper Jaffray prepared and delivered to the iTurf
special committee and board of directors written materials containing various
analyses and other information. Here is a summary of these materials.

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<PAGE>
SELECTED MARKET INFORMATION

    U.S. Bancorp Piper Jaffray reviewed certain stock trading characteristics
and market information for dELiA*s common stock and iTurf's Class A common
stock, including stock price and volume comparisons for selected periods ended
August 11, 2000, market capitalization, research coverage for dELiA*s and
revenue performance versus consensus estimate information for iTurf. The closing
price on August 11, 2000 of iTurf's Class A common stock was $3.25 and the
closing price of dELiA*s common stock was $2.19. The average daily trading
volume for the twelve months ended August 11, 2000 was 208,722 shares for iTurf
and 167,942 shares for dELiA*s and for the three months ended August 11, 2000
was 93,257 shares for iTurf and 73,931 shares for dELiA*s.

    U.S. Bancorp Piper Jaffray calculated a ratio for dELiA*s common stock and
iTurf's Class A common stock based on the historical trading prices of both
stocks by dividing the per share price of dELIA*s common stock by the per share
price of iTurf's Class A common stock. The average ratio of trading prices was
calculated by U.S. Bancorp Piper Jaffray to be 0.64 since the date of the iTurf
initial public offering in April 1999 and 0.67 as of August 11, 2000.

    For purposes of its opinion, U.S. Bancorp Piper Jaffray assumed that the
shares of iTurf's Class B common stock that remain outstanding following the
proposed merger, the shares of iTurf's Class A common stock held by dELiA*s at
the time of the merger and the shares of iTurf's Class A common stock issued as
merger consideration for the dELiA*s shares held by iTurf Finance Company at the
time of the merger will be deemed held in the treasury of iTurf. U.S. Bancorp
Piper Jaffray further assumed the issuance of the maximum number of iTurf
shares, 2.7 million Class A common shares, pursuant to TheSpark.com earn-out.

COMPARABLE COMPANY ANALYSIS

    U.S. Bancorp Piper Jaffray used financial information and valuation ratios
from publicly traded companies that have similar products, customers or markets
to dELiA*s and iTurf to calculate implied values per share for each of dELiA*s
and iTurf. U.S. Bancorp Piper Jaffray then compared these implied values per
share for dELiA*s and iTurf to determine a range of implied exchange ratios.

    U.S. Bancorp Piper Jaffray used two groups of publicly traded companies to
derive a range of values for each of the two components of dELiA*s core
business: companies that are primarily store-based softline retailers and
companies that are primarily softline catalog companies. The first group was
selected from publicly traded companies that are primarily store-based softline
retailers with a market capitalization of less than $400 million and included
the following companies: bebe stores, The Buckle, Cache, Gadzooks, Gymboree, Hot
Topic, Track n' Trail, Urban Outfitters and Wet Seal. The second group was
selected from publicly traded companies that are primarily softline catalog
companies with a market capitalization of less than $400 million and included
the following companies: Blair Corporation, Coldwater Creek, J. Jill and Hanover
Direct.

    U.S. Bancorp Piper Jaffray used two groups of publicly traded companies to
derive a range of values for each of the two components of iTurf's core
business: e-commerce retailers and content/ community internet companies. The
first group was selected from publicly traded e-commerce retailers and included
the following companies: Alloy, Ashford.com, Drugstore.com, eToys, FogDog.com,
Garden.com, Pets.com and PlanetRX.com. The second group was selected from
publicly traded content/community internet companies and included the following
companies: iVillage, Snowball.com, Sportsline.com, theglobe.com, Uproar and
Women.com.

    For each group of companies, U.S. Bancorp Piper Jaffray calculated the
minimum, midpoint (the average of the mean and median) and maximum ratios of
company value versus revenue for each of the latest 12 months, estimated fiscal
2000 and estimated fiscal 2001. The ratios for each group were multiplied by
revenues and expected revenues of the corresponding component of dELiA*s or
iTurf's business, as the case may be, and then aggregated to produce a minimum,
midpoint and maximum implied value of dELiA*s or iTurf's core business, as the
case may be. Proceeds from the assets held

                                       45
<PAGE>
for sale by dELiA*s and iTurf as estimated by dELiA*s and iTurf management to be
allocable to dELiA*s and iTurf and the market value of shares held by each
company in the other were added to these amounts, and their respective debt was
subtracted from these amounts, to produce a minimum, midpoint and maximum
implied equity value for dELiA*s or iTurf, as the case may be. U.S. Bancorp
Piper Jaffray then calculated an implied value per share based on fully diluted
shares outstanding as of August 11, 2000.

    This analysis produced implied values per share for iTurf and dELiA*s, and
the resulting implied exchange ratios based on those implied values as follows:

<TABLE>
<CAPTION>
MINIMUM IMPLIED EXCHANGE RATIO(1)                               LTM        2000       2001
------------------------------------------------------------  --------   --------   --------
<S>                                                           <C>        <C>        <C>        <C>
dELiA*s Implied Value Per Share.............................   $ 3.88     $4.77      $ 4.80
iTurf Implied Value Per Share...............................   $ 4.74     $5.42      $ 4.23
                                                               ------     -----      ------
Implied Exchange Ratio......................................     0.82x     0.88x       1.13x

MIDPOINT IMPLIED EXCHANGE RATIO(2)
dELiA*s Implied Value Per Share.............................   $ 5.36     $6.51      $ 6.53
iTurf Implied Value Per Share...............................   $ 3.60     $2.99      $ 2.53
                                                               ------     -----      ------
Implied Exchange Ratio......................................     1.49x     2.17x       2.58x
  Mean......................................................                                      2.08x
  Median....................................................                                      2.17x

MAXIMUM IMPLIED EXCHANGE RATIO(3)
dELiA*s Implied Value Per Share.............................   $10.56     $9.71      $10.18
iTurf Implied Value Per Share...............................   $ 1.64     $1.19      $ 0.73
                                                               ------     -----      ------
Implied Exchange Ratio......................................     6.43x     8.13x      13.98x
</TABLE>

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

(1) Calculated using minimum multiple analysis for dELiA*s and maximum multiple
    analysis for iTurf

(2) Calculated using midpoint multiple analysis for both dELiA*s and iTurf

(3) Calculated using maximum multiple analysis for dELiA*s and minimum multiple
    analysis for iTurf

DELIA*S MERGER AND ACQUISITION MULTIPLE ANALYSIS

    U.S. Bancorp Piper Jaffray reviewed merger and acquisition transactions
involving acquired entities, the business of which it deemed comparable to the
two core business units of dELiA*s, in order to derive selected multiples for
those transactions which could be compared to comparable multiples calculated
for the value of dELiA*s implied in the proposed merger transaction. Due to the
lack of acquisition transactions involving businesses deemed comparable to
iTurf, U.S. Bancorp Piper Jaffray did not perform a similar analysis for iTurf,
nor, accordingly, was it able to derive a range of implied exchange ratios using
this methodology.

    U.S. Bancorp Piper Jaffray selected these transactions by searching SEC
filings, public company disclosures, press releases, industry and popular press
reports, databases and other sources and by applying the following criteria:

    - transactions that were announced or completed between January 1, 1996 and
      August 11, 2000.

    - transactions equal to or less than $400 million in size.

    - transactions in which the target company operates in the store-based
      apparel retail industry or the catalog-based apparel retail industry.

                                       46
<PAGE>
    The companies selected are shown in the following table:

<TABLE>
<CAPTION>
                         STORE-BASED APPAREL RETAIL
----------------------------------------------------------------------------
               TARGET                                ACQUIROR
               ------                                --------
<S>                                    <C>
Catherines Stores Corp.                Charming Shoppes Inc.
K&G Men's Center Inc.                  Men's Wearhouse
Club Monaco                            Polo Ralph Lauren
Shonac Corp.                           Value City Department Stores
Frederick's of Hollywood, Inc.         Knightsbridge Investor Group

<CAPTION>
                        CATALOG-BASED APPAREL RETAIL
----------------------------------------------------------------------------
               TARGET                                ACQUIROR
               ------                                --------
<S>                                    <C>
Storybook Heirloom                     Fulcrum Direct
Eastbay Inc.                           Woolworth
Chadwick's                             Brylane L.P.
</TABLE>

    U.S. Bancorp Piper Jaffray separately reviewed the five transactions related
to the store-based apparel retail market and the three transactions related to
the catalog-based apparel retail industry to calculate minimum, mean, median and
maximum revenue multiples for the latest twelve month period. U.S. Bancorp Piper
Jaffray reduced the revenue multiples by 25% to remove an assumed control
premium paid in these transactions.

    U.S. Bancorp Piper Jaffray compared the resulting multiples to an implied
revenue multiple for dELiA*s derived from the implied value of dELiA*s core
business. U.S. Bancorp Piper Jaffray calculated the implied value of dELiA*s
core business by adding debt to, and subtracting cash, assets held for sale and
the value of dELiA*s interest in iTurf from, the value of the consideration to
be paid to dELiA*s stockholders in the merger, assuming the value of iTurf's
Class A shares as of market close on August 11, 2000. The implied value of
dELiA*s core business was compared to dELiA*s latest twelve months revenue to
produce an implied revenue multiple for dELiA*s of 0.54x.

<TABLE>
<CAPTION>
                                               MERGER AND ACQUISITION MULTIPLES(1)
                                            -----------------------------------------
                                            MINIMUM      MEAN      MEDIAN    MAXIMUM
                                            --------   --------   --------   --------
<S>                                         <C>        <C>        <C>        <C>
Retail LTM Revenue Multiples..............    0.29x      0.46x      0.39x      0.82x
Catalog LTM Revenue Multiples.............    0.38x      0.59x      0.51x      0.90x
Average LTM Revenue Multiples.............    0.33x      0.53x      0.45x      0.86x
</TABLE>

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

(1) The multiples were reduced by 25% to remove the implied control premium in
    these transactions.

DISCOUNTED CASH FLOW ANALYSIS

    U.S. Bancorp Piper Jaffray performed a discounted cash flow analysis for
each of dELiA*s and iTurf in which it calculated the present value of the
projected future cash flows of dELiA*s and iTurf. The resulting value per share
results for each company were then compared by U.S. Bancorp Piper Jaffray with
each other to produce a minimum, median and maximum implied exchange ratio.

    U.S. Bancorp Piper Jaffray estimated a range of theoretical values for
dELiA*s based on the net present value of its implied annual cash flows and a
terminal value for dELiA*s in fiscal 2005 calculated based upon a multiple of
EBITDA. U.S. Bancorp Piper Jaffray applied a range of discount rates of 18% to
22% and a range of terminal value multiples of 5x to 7x of forecasted fiscal
2005 earnings before interest, taxes, depreciation and amortization.

    U.S. Bancorp Piper Jaffray estimated a range of theoretical values for iTurf
based on the net present value of its implied annual cash flows and a terminal
value for iTurf in fiscal 2005 calculated based upon a multiple of EBITDA. U.S.
Bancorp Piper Jaffray applied a range of discount rates of

                                       47
<PAGE>
25% to 35% and a range of terminal value multiples of 10x to 14x of forecasted
fiscal 2005 earnings before interest, taxes, depreciation and amortization. This
analysis yielded the following results:

<TABLE>
<CAPTION>
                                                   IMPLIED VALUE PER SHARE
                                               --------------------------------
                                                MINIMUM      MEDIAN    MAXIMUM
                                               ----------   --------   --------
<S>                                            <C>          <C>        <C>
dELiA*s......................................    $6.98       $8.30      $9.83
iTurf........................................    $2.01       $2.50      $3.19
</TABLE>

<TABLE>
<CAPTION>
                                                    IMPLIED EXCHANGE RATIO
                                               --------------------------------
<S>                                            <C>          <C>        <C>
                                                  Minimum(1)             2.19x
                                                  Median(2)              3.32x
                                                  Maximum(3)             4.90x
</TABLE>

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

(1) Minimum exchange ratio was calculated by dividing minimum implied value per
    share of dELiA*s by maximum implied value per share of iTurf

(2) Median exchange ratio was calculated by dividing median implied value per
    share of dELiA*s by median implied value per share of iTurf

(3) Maximum exchange ratio was calculated by dividing maximum implied value per
    share of dELiA*s by minimum implied value per share of iTurf

PRO FORMA CONTRIBUTION ANALYSIS

    U.S. Bancorp Piper Jaffray analyzed the expected contributions of each of
iTurf and dELiA*s to sales, gross profit, EBITDA (earnings before interest,
taxes, depreciation and amortization) and EBIT (earnings before interest and
taxes) of the combined company for fiscal 2001 through fiscal 2004 based on data
furnished by the managements of iTurf and dELiA*s. The analysis indicated that
during these periods iTurf would contribute to the combined entity sales ranging
from 25.7% to 28.6%, gross profit ranging from 31.8% to 34.8%, EBITDA ranging
from (243.2%) to 26.2% and EBIT ranging from (502.0%) to 16%. The iTurf Class A
stockholders will own approximately 30.6% of the combined entity, after giving
effect to the assumed issuance of approximately 2.7 million shares to satisfy
iTurf's contingent obligations to the former stockholders of TheSpark.com Inc.

ACCRETION/DILUTION ANALYSIS

    U.S. Bancorp Piper Jaffray also analyzed pro forma effects resulting from
the impact of the transaction on the projected earnings per share and revenue
per share of the combined company for fiscal 2001 through fiscal 2004 using
management estimates for iTurf and dELiA*s. This analysis was performed both
with and without taking into account operating cost synergies and incremental
sales that management of iTurf and dELiA*s estimated the combined company may
realize following consummation of the transaction. The results of the analysis
were as follows:

<TABLE>
<CAPTION>
                                      PERCENTAGE ACCRETION TO EARNINGS PER SHARE
                                     ---------------------------------------------
                                       2001        2002        2003        2004
                                     ---------   ---------   ---------   ---------
<S>                                  <C>         <C>         <C>         <C>
Accretion with synergies...........      49%        135%        412%        272%
Accretion without synergies........      66         109         159         100
</TABLE>

<TABLE>
<CAPTION>
                                      PERCENTAGE ACCRETION TO REVENUES PER SHARE
                                     ---------------------------------------------
                                       2001        2002        2003        2004
                                     ---------   ---------   ---------   ---------
<S>                                  <C>         <C>         <C>         <C>
Accretion with synergies...........     116%        108%        119%        131%
Accretion without synergies........     114         106         117         129
</TABLE>

                                       48
<PAGE>
COMBINED COMPANY DISCOUNTED CASH FLOW ANALYSIS

    U.S. Bancorp Piper Jaffray also performed a discounted cash flow analysis to
calculate a range of theoretical values for the combined entity that could
result from the proposed merger. U.S. Bancorp Piper Jaffray estimated a range of
theoretical values for the combined entity. These values were based on the net
present value of the combined company's projected annual cash flows and a
terminal value for the combined company in fiscal 2005 based on a multiple of
earnings before interest, taxes, depreciation and amortization. U.S. Bancorp
Piper Jaffray applied dELiA*s and iTurf managements' assumptions that the
combination would produce synergies that would result in cost savings and would
result in incremental increases in sales. U.S. Bancorp Piper Jaffray applied a
range of discount rates of 22% to 26% and a range of terminal value multiples of
7x to 9x of forecasted fiscal 2005 earnings before interest, taxes, depreciation
and amortization. This analysis yielded the following results:

<TABLE>
<CAPTION>
IMPLIED PER SHARE EQUITY VALUE OF COMBINED COMPANY
--------------------------------------------------
<S>                                                           <C>
Minimum.....................................................   $3.70
Median......................................................    4.41
Maximum.....................................................    5.24
</TABLE>

PREMIUMS PAID DATA

    U.S. Bancorp Piper Jaffray reviewed publicly available information for
selected completed acquisition transactions fulfilling the following criteria:

    - transaction completed between January 1, 1993 and July 27, 2000.

    - transactions in which the acquiring company owned 50% or more of the
      equity of the target immediately prior to the transaction. U.S. Bancorp
      Piper Jaffray found one transaction in which a company owning more than
      50% of the equity of another company was acquired by the company in which
      it owned more than 50% of the equity.

    - transactions in which the acquiring company purchased all the remaining
      interest in the target.

    U.S. Bancorp Piper Jaffray assumed that these transactions do not involve a
change of control and therefore can illustrate the relationship of deal value to
target market price where no premium for control is anticipated in the pricing
of the transaction. The surveyed transactions were not screened for cash
consideration versus stock consideration and generally represent a parent's
acquisition of its subsidiary, differences from the proposed merger between
dELiA*s and iTurf which adversely affect comparability. U.S. Bancorp Piper
Jaffray also noted that any comparison to prevailing trading prices is
significantly less meaningful where the market for securities such as dELiA*s
and iTurf is characterized by relative illiquidity, limited public float,
limited research analyst coverage, various overlapping stock ownership and
operating relationships and other factors. However, the data does demonstrate
the wide range of premiums and discounts paid relative to market in non-change
of control transactions, which can be attributed to intrinsic value and other
considerations, not related to market price, affecting the securities being
exchanged.

    U.S. Bancorp Piper Jaffray found 132 transactions that satisfied the
criteria. Based on share prices one day, one week and four weeks before
announcement of the transactions, these transactions disclosed a range of
discounts and premiums from a discount of (41%) to a premium of 349%. Based upon
an assumed announcement date of August 15, 2000 and the proposed exchange ratio,
U.S. Bancorp Piper Jaffray calculated an implied premium payable in the merger
to dELiA*s stockholders ranging from 92% to 132% using share prices of dELiA*s
one day, one week, four weeks and the four week average prior to the assumed
announcement date.

    In reaching its conclusion as to the fairness of the exchange ratio and in
its presentation to the iTurf special committee and board of directors, U.S.
Bancorp Piper Jaffray did not rely on any single analysis or factor described
above, assign relative weights to the analyses or factors considered by it, or
make any conclusion as to how the results of any given analysis, taken alone,
supported its opinion.

                                       49
<PAGE>
The preparation of a fairness opinion is a complex process and not necessarily
susceptible to partial analysis or summary description. U.S. Bancorp Piper
Jaffray believes that its analyses must be considered as a whole and that
selection of portions of its analyses and of the factors considered by it,
without considering all of the factors and analyses, would create a misleading
view of the processes underlying the opinion.

    The analyses of U.S. Bancorp Piper Jaffray are not necessarily indicative of
actual values or future results, which may be significantly more or less
favorable than suggested by the analyses. Analyses relating to the value of
companies do not purport to be appraisals or valuations or necessarily reflect
the price at which companies may actually be sold. No company or transaction
used in any analysis for purposes of comparison is identical to iTurf, dELiA*s
or the merger. Accordingly, an analysis of the results of the comparisons is not
mathematical; rather, it involves complex considerations and judgments about
differences in the companies to which iTurf and dELiA*s were compared and other
factors that could affect the public trading value of the companies.

    For purposes of its opinion, U.S. Bancorp Piper Jaffray relied upon and
assumed the accuracy, completeness and fairness of the financial statements and
other information provided to it by iTurf and dELiA*s and otherwise made
available to it and did not assume responsibility for the independent
verification of that information. Information prepared for financial planning
purposes was not prepared with the expectation of public disclosure. U.S.
Bancorp Piper Jaffray relied upon the assurances of the respective managements
of iTurf and dELiA*s that the information provided to it by iTurf and dELiA*s
was prepared on a reasonable basis, the financial planning data, forecasts and
other business outlook information reflect the best currently available
estimates of management, and management was not aware of any information or
facts that would make the information provided to U.S. Bancorp Piper Jaffray
incomplete or misleading. U.S. Bancorp Piper Jaffray also relied upon the
assurances of the respective managements of iTurf and dELiA*s that the
assumptions relating to the projected financial performance of iTurf and dELiA*s
that were provided to U.S. Bancorp Piper Jaffray by the respective managements
of iTurf and dELiA*s, and from which the financial forecasts for fiscal 2003,
2004 and 2005 were derived, reflect the best currently available estimates and
judgments of the respective managements of iTurf and dELiA*s. U.S. Bancorp Piper
Jaffray further relied upon the assurances of the respective managements of
iTurf and dELiA*s that the financial forecasts for fiscal 2003, 2004 and 2005
derived by U.S. Bancorp Piper Jaffray represented a reasonable application of
the assumptions provided by the respective managements of iTurf and dELiA*s.
U.S. Bancorp Piper Jaffray expressed no opinion with respect to any financial
forecast or related assumptions on which they were based.

    After the merger agreement was signed and it had delivered its opinion, U.S.
Bancorp Piper Jaffray was advised by dELiA*s management that revenue data for
the 12 months ended April 29, 2000, which was provided to both financial
advisors, included revenue from Dot Dot Dash, a catalog title which has ceased
publication, and from a business which dELiA*s and iTurf intend to divest, while
the comparable iTurf revenue data provided to both financial advisors did not
include revenue from these sources, and that fiscal 2000 estimated revenue data
for dELiA*s, which was also provided to both financial advisors, excluded
revenue from several retail stores which should have been included by dELiA*s
management to ensure comparability of dELiA*s data across historical periods. At
this time, U.S. Bancorp Piper Jaffray determined in consultation with iTurf
management that changes in non-cash working capital of iTurf used by U.S.
Bancorp Piper Jaffray in its discounted cash flow analyses for iTurf and the
combined company were greater than iTurf's internal estimates. U.S. Bancorp
Piper Jaffray recalculated certain of its analyses as of the date of its
opinion, August 16, 2000, based on this revised data and presented this
information to the special committee of iTurf. See "Financial Projections of
dELiA*s" and "Financial Projections of iTurf."

    For purposes of its opinion, U.S. Bancorp Piper Jaffray assumed that the
merger will constitute a "reorganization" within the meaning of Section
368(a) of the Internal Revenue Code and that the merger will be treated as a
purchase for accounting purposes. U.S. Bancorp Piper Jaffray also assumed that,
in the course of obtaining the necessary regulatory approvals and consents for
the merger, no restrictions will be imposed that have a material adverse effect
on the contemplated benefits of the merger to iTurf and its stockholders.

                                       50
<PAGE>
    In arriving at its opinion, U.S. Bancorp Piper Jaffray did not perform any
appraisals or valuations of any specific assets or liabilities of iTurf or
dELiA*s, and was not furnished with any such appraisals or valuations. Without
limiting the generality of the foregoing, U.S. Bancorp Piper Jaffray expressed
no opinion regarding the proceeds estimated by dELiA*s and iTurf managements
from the proposed sale of the TSI Soccer, Storybook Heirlooms or Droog
businesses and the allocation of those proceeds. U.S. Bancorp Piper Jaffray
analyzed iTurf and dELiA*s as going concerns and accordingly expressed no
opinion as to the liquidation value of any entity. U.S. Bancorp Piper Jaffray
expressed no opinion as to the price at which shares of iTurf or dELiA*s common
stock have traded or at which the shares of iTurf, dELiA*s or the combined
company may trade at any future time. The opinion is based on information
available to U.S. Bancorp Piper Jaffray and the facts and circumstances as they
existed and were subject to evaluation on the date of the opinion. Events
occurring after that date could materially affect the assumptions used in
preparing the opinion. U.S. Bancorp Piper Jaffray has not undertaken to and is
not obligated to affirm or revise its opinion or otherwise comment on any events
occurring after the date it was given.

    U.S. Bancorp Piper Jaffray was not asked to and accordingly did not solicit
or review alternative business combination transactions or other strategic
alternatives to the proposed merger. U.S. Bancorp Piper Jaffray expressed no
view as to, and its opinion does not address, the relative merits of the
proposed merger as compared to any alternative business strategies or the effect
of any other transaction in which iTurf might engage, including a transaction
which may result in a change of control of iTurf affecting the holders of any
class of capital stock of iTurf.

    U.S. Bancorp Piper Jaffray, as a customary part of its investment banking
business, evaluates businesses and their securities in connection with mergers
and acquisitions, underwritings and secondary distributions of securities,
private placements and valuations for estate, corporate and other purposes. The
iTurf special committee selected U.S. Bancorp Piper Jaffray because of its
expertise, reputation and familiarity with the consumer goods and Internet
industries in general and with iTurf in particular. U.S. Bancorp Piper Jaffray
maintains a market in the common stock of iTurf and dELiA*s and provides
research coverage on iTurf and dELiA*s. In the ordinary course of its business,
U.S. Bancorp Piper Jaffray and its affiliates may actively trade securities of
iTurf or dELiA*s for their own accounts or the accounts of their customers and,
accordingly, may at any time hold a long or short position in those securities.

    Under the terms of the engagement letter dated June 9, 2000, iTurf has
agreed to pay U.S. Bancorp Piper Jaffray a fee equal to $1,125,000. Of the total
fee, $100,000 was paid as a non-refundable retainer, $400,000 was paid upon
delivery of the fairness opinion and $625,000 is payable upon consummation of a
transaction, including the merger. Whether or not the transaction is
consummated, iTurf has agreed to pay the reasonable out-of-pocket expenses of
U.S. Bancorp Piper Jaffray and to indemnify U.S. Bancorp Piper Jaffray against
liabilities incurred. These liabilities include liabilities under the federal
securities laws in connection with the engagement of U.S. Bancorp Piper Jaffray
by the special committee.

FINANCIAL PROJECTIONS OF DELIA*S

    dELiA*s provided Salomon Smith Barney and U.S. Bancorp Piper Jaffray with
non-public financial projections for dELiA*s prepared by dELiA*s senior
management in connection with both financial advisors' evaluation of the merger.
The projections excluded iTurf and three businesses which dELiA*s and iTurf
intend to divest. The material portions of these projections are stated below.
You should note that the information presented in the following table has not
been audited and does not include all the information required by generally
accepted accounting principles in a complete set of financial statements:

<TABLE>
<CAPTION>
                                                              FISCAL 2000   FISCAL 2001   FISCAL 2002
                                                              -----------   -----------   -----------
                                                                           (IN MILLIONS)
<S>                                                           <C>           <C>           <C>
Net Revenues................................................    $  113.3      $  142.8      $  174.0
Earnings (loss) before interest and taxes...................        (9.8)          1.1           9.0
</TABLE>

                                       51
<PAGE>
    In addition, dELiA*s management provided both financial advisors with
assumptions for the advisors to use in preparing their own estimates for dELiA*s
financial performance in fiscal 2003, fiscal 2004 and fiscal 2005. The following
is a summary of these assumptions:

    - dELiA*s will open 20, 25 and 30 new stores in fiscal 2003, fiscal 2004 and
      fiscal 2005.

    - Comparable store sales will increase by 5% year-over-year during this
      period.

    - Catalog sales will increase by 5% each year during this period.

    - Catalog circulation will increase in line with sales.

    - Gross margins will increase by 0.5 percentage points each year during this
      period.

    - Operating expenses as a percentage of sales will decline by 0.5 percentage
      points each year during this period.

dELiA*s management reviewed the separate financial estimates prepared by the
financial advisors using these assumptions and determined that these estimates
represented a reasonable application of these assumptions.

    dELiA*s management also provided both financial advisors with an estimate of
the proceeds from the sale of the three businesses which dELiA*s and iTurf
intend to divest and the allocation of those proceeds between dELiA*s and iTurf.

    After the merger agreement was signed and while this Joint Proxy
Statement/Prospectus was being prepared, dELiA*s management realized that
revenue data for the 12 months ended April 29, 2000 ("LTM"), which was provided
to both financial advisors, included revenue from Dot Dot Dash, a catalog title
which has ceased publication, and from a business which dELiA*s and iTurf intend
to divest, while the comparable iTurf revenue data did not include revenue from
these sources. In addition, dELiA*s management realized that fiscal 2000
estimated revenue data for dELiA*s, which was provided to both financial
advisors in connection with their respective comparable company analyses,
excluded revenue from several retail stores which should have been included to
ensure comparability of dELiA*s data across historical periods.

    dELiA*s management notified both financial advisors and iTurf of this
information and provided (1) revised dELiA*s LTM revenue data which excluded Dot
Dot Dash and the business which dELiA*s and iTurf intend to divest so as to be
consistent with the comparable iTurf LTM revenue data and (2) revised estimated
fiscal 2000 revenue data which included the revenue from the several retail
stores which should have been included initially.

    dELiA*s management determined that the changes described above had no
material effect on the factors taken into account by the board in recommending
the merger and that it was not necessary to ask Salomon Smith Barney to revise
its comparable company analysis based on the revised information provided by
management. Stephen I. Kahn, the chairman of the board of directors of dELiA*s,
contacted each of the members of the board of directors of dELiA*s individually
to consult with them regarding this determination. Each of the board members
agreed with this determination.

    U.S. Bancorp Piper Jaffray determined that LTM revenue data was used in two
of the analyses presented to the special committee and the board of directors of
iTurf on August 16, 2000. U.S. Bancorp Piper Jaffray determined that the fiscal
2000 revenue data was used in the comparable company analysis presented to the
special committee and the board of directors of iTurf on August 16, 2000.

    U.S. Bancorp Piper Jaffray recalculated, as of August 16, 2000, the implied
exchange ratios derived from the comparable company analysis by replacing the
LTM and fiscal 2000 revenue data used in U.S. Bancorp Piper Jaffray's comparable
company analysis, as of August 16, 2000, with the revised LTM and fiscal 2000
revenue data and without any other change or update to the data and information
used in that analysis. The recalculation produced the following implied exchange
ratios based on LTM revenues: the minimum implied exchange ratio would have been
0.80x instead of 0.82x, the midpoint

                                       52
<PAGE>
exchange ratio would have been 1.47x instead of 1.49x and the maximum exchange
ratio would have been 6.38x instead of 6.43x. The recalculation also produced
the following implied exchange ratios based on fiscal 2000 revenues: the minimum
implied exchange ratio would have remained 0.88x, the midpoint implied exchange
ratio would have been 2.19x instead of 2.17x and the maximum implied exchange
ratio would have been 8.25x instead of 8.13x. U.S. Bancorp Piper Jaffray also
noted that the median implied exchange ratio of the midpoint implied exchange
ratios for all the periods (LTM, fiscal 2000 and fiscal 2001) would have been
2.19x instead of 2.17x.

    U.S. Bancorp Piper Jaffray recalculated, as of August 16, 2000, the implied
LTM revenue multiple for dELiA*s by replacing the LTM revenue data used in the
dELiA*s merger and acquisition multiple analysis performed by U.S. Bancorp Piper
Jaffray, as of August 16, 2000, with the revised LTM revenue data and without
any other change or update to the data and information used in that analysis.
The recalculation indicated that the implied LTM revenue multiple for dELiA*s
would have been 0.56x instead of 0.54x.

    On August 25, 2000, the iTurf special committee convened a telephonic
meeting. At this meeting, U.S. Bancorp Piper Jaffray presented to the special
committee a summary of the recalculated analyses as of August 16, 2000 based on
the revised data provided to U.S. Bancorp Piper Jaffray by dELiA*s management.
U.S. Bancorp Piper Jaffray advised the special committee that if the revised LTM
revenue data and the revised estimated fiscal 2000 revenue data had been
available to U.S. Bancorp Piper Jaffray when it delivered its opinion on
August 16, its opinion, as of that date, as to the fairness of the exchange
ratio from a financial point of view to iTurf's Class A stockholders, other than
dELiA*s, Stephen Kahn and their affiliates, would not have been different. The
special committee discussed the summary, reviewed the existing LTM revenue and
estimated fiscal 2000 revenue analyses, and in view of the amount of the changes
and U.S. Bancorp Piper Jaffray's advice to the special committee, reaffirmed its
recommendation of the transaction. The chairperson of the special committee so
notified the chairperson of the iTurf board of directors, who, in turn, notified
the remainder of the iTurf board.

    dELiA*s is not including these projections in this Joint Proxy
Statement/Prospectus to influence your vote with respect to the merger. dELiA*s
projections were not prepared with a view to public disclosure, use in this
Joint Proxy Statement/Prospectus or compliance with published guidelines of the
Securities and Exchange Commission, nor were they prepared in accordance with
the guidelines established by the American Institute of Certified Public
Accountants for preparation and presentation of financial projections. In the
view of dELiA*s management, the projections were prepared on a reasonable basis,
reflect the best currently available estimates and judgments of management and
present, to the best of management's knowledge and belief, the expected course
of action and the expected future financial performance of dELiA*s. However,
this information is not fact and should not be relied upon as necessarily
indicative of future results, and you should not place undue reliance on the
projections.

    Neither dELiA*s independent auditors, nor any other independent accountants,
has compiled, examined or performed any procedures with respect to the
projections, nor have they expressed any opinion or any other form of assurance
on the projections or their achievability, and they assume no responsibility
for, and disclaim any association with, the projections.

    The assumptions and estimates underlying the projections are inherently
uncertain and, though considered reasonable by the management of dELiA*s as of
the date hereof, are subject to a wide variety of significant business, economic
and competitive risks and uncertainties that could cause actual results to
differ materially from those contained in the projections. See "Risk Factors."
Accordingly, there can be no assurance that the projections are indicative of
the future performance of dELiA*s or that actual results will not be materially
higher or lower than those contained in the projections. Inclusion of the
projections in this Joint Proxy Statement/Prospectus should not be regarded as a
representation by any person that the results contained in the projections will
be achieved.

                                       53
<PAGE>
    dELiA*s does not generally publish its business plans and strategies or make
external disclosures of its anticipated financial position or results of
operations. Accordingly, dELiA*s does not intend to update or otherwise revise
the projections to reflect circumstances existing since their preparation or to
reflect the occurrence of unanticipated events, even in the event that any or
all of the underlying assumptions are shown to be in error. Furthermore, dELiA*s
does not intend to update or revise the projections to reflect changes in
general economic or industry conditions.

    See "Risk Factors" for a discussion of various factors that could materially
affect dELiA*s financial condition, results of operations, business or
prospects.

FINANCIAL PROJECTIONS OF ITURF

    iTurf provided Salomon Smith Barney and U.S. Bancorp Piper Jaffray with
non-public financial projections for iTurf prepared by iTurf's senior management
in connection with both financial advisors' evaluation of the merger. The
projections excluded three businesses which dELiA*s and iTurf intend to divest.
The material portions of these projections are stated below. You should note
that the information presented in the following table has not been audited and
does not include all the information required by generally accepted accounting
principles in a complete set of financial statements:

<TABLE>
<CAPTION>
                                                              FISCAL 2000   FISCAL 2001   FISCAL 2002
                                                              -----------   -----------   -----------
                                                                           (IN MILLIONS)
<S>                                                           <C>           <C>           <C>
Net Revenues................................................    $   40.2      $   54.3      $   69.7
Earnings (loss) before interest and taxes...................       (32.6)        (22.6)         (7.5)
</TABLE>

    In addition, iTurf management provided both financial advisors with
assumptions for the advisors to use in preparing their own estimates for iTurf's
financial perfomance in fiscal 2003, fiscal 2004 and fiscal 2005. The following
is a summary of these assumptions:

    - Product sales will increase at the same rate as dELiA*s catalog sales.

    - Advertising revenues will increase by 30% from fiscal 2002 to fiscal 2003,
      25% from fiscal 2003 to fiscal 2004 and 20% from fiscal 2004 to fiscal
      2005.

    - Direct marketing expense as a percentage of revenue will be 11%, 15% and
      15% in fiscal 2003, fiscal 2004 and fiscal 2005.

    - Operating expenses for iTurf's community and content businesses and its
      core technology, finance and administration, executive and corporate
      strategy groups will increase by 10% per year in fiscal 2003, fiscal 2004
      and fiscal 2005.

    - Advertising sales and sales support will represent 10%, 11% and 12% of
      advertising revenues in fiscal 2003, fiscal 2004 and fiscal 2005.

    - Capital expenditures in fiscal 2003, fiscal 2004 and fiscal 2005 will be
      $1.0 million per year.

    - At the end of each period measured, accounts receivable will represent 45
      days' sales based on the average daily sales in that period.

iTurf management reviewed the separate financial estimates prepared by the
financial advisors using these assumptions and determined that these estimates
represented a reasonable application of these assumptions.

    In addition, iTurf projected that it would issue approximately 2,684,000
shares of its Class A common stock and pay $4.6 million in cash to the former
stockholders of TheSpark.com Inc. to satisfy contingent performance-based
obligations due in 2001 and 2002 in connection with iTurf's acquisition of that
company.

    iTurf's management also provided both financial advisors with an estimate of
the proceeds from the sale of the three businesses which dELiA*s and iTurf
intend to divest and the allocation of those proceeds between dELiA*s and iTurf.

                                       54
<PAGE>
    After the merger agreement was signed and while this Joint Proxy
Statement/Prospectus was being prepared, U.S. Bancorp Piper Jaffray determined
in consultation with iTurf management that the estimates of changes in non-cash
working capital of iTurf for future periods calculated by U.S. Bancorp Piper
Jaffray and reviewed by iTurf management showed greater increases than iTurf's
internal estimates. U.S. Bancorp Piper Jaffray determined that the iTurf working
capital data was used in its discounted cash flow analyses for iTurf and the
combined company presented to the special committee and the board of directors
of iTurf on August 16, 2000.

    U.S. Bancorp Piper Jaffray recalculated, as of August 16, 2000, the implied
price per share for iTurf and the implied exchange ratio for the merger by
replacing the change in non-cash working capital data used in the discounted
cash flow analyses with revised working capital data. The recalculation produced
the following implied prices per share for iTurf: the minimum implied price per
share of iTurf would have been $2.40 instead of $2.01, the median implied price
per share of iTurf would have been $2.92 instead of $2.50 and the maximum
implied price per share of iTurf would have been $3.64 instead of $3.19. The
recalculation produced the following implied exchange ratios: the minimum
implied exchange ratio would have been 1.92x instead of 2.19x, the median
implied exchange ratio would have been 2.84x instead of 3.32x and the maximum
implied exchange ratio would have been 4.10x instead of 4.90x. The recalculation
also produced the following implied per share equity values of the combined
company: the minimum implied equity value per share of the combined company
would have been $3.96 instead of $3.70, the median implied equity value per
share of the combined company would have been $4.68 instead of $4.41 and the
maximum implied equity value per share of the combined company would have been
$5.52 instead of $5.24.

    On August 31, 2000, the iTurf special committee convened a telephonic
meeting. At this meeting, U.S. Bancorp Piper Jaffray presented to the special
committee a summary of the recalculated discounted cash flow analyses as of
August 16, 2000. U.S. Bancorp Piper Jaffray also reviewed with the special
committee the recalculated analyses as of August 16, 2000 based on the revised
dELiA*s LTM and estimated fiscal 2000 revenue data which U.S. Bancorp Piper
Jaffray had presented to the special committee on August 25, 2000. U.S. Bancorp
Piper Jaffray advised the special committee that if the revised iTurf change in
non-cash working capital data and the revised dELiA*s LTM revenue data and the
revised dELiA*s estimated fiscal 2000 revenue data had been used when U.S.
Bancorp Piper Jaffray delivered its opinion on August 16, 2000, its opinion, as
of that date, as to the fairness of the exchange ratio from a financial point of
view to iTurf's Class A stockholders, other than dELiA*s, Stephen Kahn and their
affiliates, would not have been different. The special committee discussed the
summary, reviewed the existing discounted cash flow analyses, reviewed the
information provided at the August 25, 2000 telephonic meeting of the special
committee discussed above under "Financial Projections of dELiA*s," and in view
of the amount of the changes and U.S. Bancorp Piper Jaffray's advice to the
special committee, the special committee reaffirmed its recommendation of the
transaction. The chairperson of the special committee so notified the
chairperson of the iTurf board of directors, who, in turn, notified the
remainder of the iTurf board.

    iTurf is not including these projections in this Joint Proxy
Statement/Prospectus to influence your vote with respect to the merger. iTurf's
projections were not prepared with a view to public disclosure, use in this
Joint Proxy Statement/Prospectus or compliance with published guidelines of the
Securities and Exchange Commission, nor were they prepared in accordance with
the guidelines established by the American Institute of Certified Public
Accountants for preparation and presentation of financial projections. In the
view of iTurf's management, the projections were prepared on a reasonable basis,
reflect the best currently available estimates and judgments of management and
present, to the best of management's knowledge and belief, the expected course
of action and the expected future financial performance of iTurf. However, this
information is not fact and should not be relied upon as necessarily indicative
of future results, and you should not place undue reliance on the projections.

    Neither iTurf's independent auditors, nor any other independent accountants,
has compiled, examined or performed any procedures with respect to the
projections, nor have they expressed any

                                       55
<PAGE>
opinion or any other form of assurance on the projections or their
achievability, and they assume no responsibility for, and disclaim any
association with, the projections.

    The assumptions and estimates underlying the projections are inherently
uncertain and, though considered reasonable by the management of iTurf as of the
date hereof, are subject to a wide variety of significant business, economic and
competitive risks and uncertainties that could cause actual results to differ
materially from those contained in the projections. See "Risk Factors."
Accordingly, there can be no assurance that the projections are indicative of
the future performance of iTurf or that actual results will not be materially
higher or lower than those contained in the projections. Inclusion of the
projections in this Joint Proxy Statement/Prospectus should not be regarded as a
representation by any person that the results contained in the projections will
be achieved.

    iTurf does not generally publish its business plans and strategies or make
external disclosures of its anticipated financial position or results of
operations. Accordingly, iTurf does not intend to update or otherwise revise the
projections to reflect circumstances existing since their preparation or to
reflect the occurrence of unanticipated events, even in the event that any or
all of the underlying assumptions are shown to be in error. Furthermore, iTurf
does not intend to update or revise the projections to reflect changes in
general economic or industry conditions.

    See "Risk Factors" for a discussion of various factors that could materially
affect iTurf's financial condition, results of operations, business and
prospects.

RECOMMENDATION OF THE DELIA*S BOARD OF DIRECTORS

    The dELiA*s board of directors believes that the merger is advisable and in
the best interests of dELiA*s and the dELiA*s stockholders, other than iTurf,
Stephen I. Kahn, his family members and other persons whose shares may be voted
by Mr. Kahn under a stockholders agreement and members of the managements of
iTurf and dELiA*s who own shares in both companies. Accordingly, the dELiA*s
board of directors has approved the merger agreement and recommends that dELiA*s
stockholders vote "FOR" approval and adoption of the merger agreement and the
transactions contemplated thereby, including the merger.

    The dELiA*s board of directors based its decision to approve the merger
agreement and recommend its approval and adoption to dELiA*s stockholders on its
belief that:

        1. The merger will facilitate more effective management of the
    companies' direct marketing businesses. Currently, dELiA*s operates the
    dELiA*s catalog business and iTurf operates the dELiAs.cOm Internet
    business. The dELiA*s board found that this has caused the two companies to
    compete for many of the same customers. The dELiA*s board believes that the
    two businesses can be operated more efficiently with closer integration and
    coordination. For example, the combined company will be able to mail fewer
    catalogs and instead send more lower-cost e-mail messages to customers
    because it will be indifferent to whether a sale to a customer is made
    through a telephone order or through the Internet. This level of integration
    and coordination is difficult to achieve in a corporate structure with
    divergent equity incentives.

        2. The merger will allow the combined company to sell integrated
    on-line/offline packages to advertisers. Increasingly, advertisers are
    looking for ways to market to teens and young adults through multiple
    channels. The combination of iTurf's online assets with dELiA*s offline
    assets will enable the combined company to offer advertisers packages that
    target this demographic group on the Internet, through direct mail and in
    shopping malls.

        3. The relationship between dELiA*s and iTurf will be simplified by
    removing the structural complexity that the dELiA*s board believes has
    caused dELiA*s to be undervalued by the capital markets.

        4. The merger will eliminate the intercompany agreements between dELiA*s
    and iTurf, which have had a material adverse effect on dELiA*s and may in
    the future have a material adverse

                                       56
<PAGE>
    effect on both companies. iTurf relies on dELiA*s to provide merchandising,
    inventory management, creative, technical, marketing, customer service,
    human resources, finance, accounting, administrative, legal and other
    services pursuant to intercompany agreements. Under these agreements, iTurf
    depends on dELiA*s to provide iTurf with the use of dELiA*s trademarks,
    goods and services that are key to the success of iTurf's business. Because
    iTurf sells many of the same products as dELiA*s and advertises its
    offerings to dELiA*s customers, iTurf competes directly with dELiA*s. The
    migration of dELiA*s customers to iTurf's Web sites has proceeded at a pace
    faster than either company had projected and has had a material adverse
    effect on dELiA*s cash flows. Material adverse changes to dELiA*s financial
    condition jeopardize iTurf's ability to continue to obtain goods and
    services from dELiA*s under the intercompany agreements and threaten the
    prospects of both companies. A merger of dELiA*s and iTurf will eliminate
    this threat.

        5. The revenue sources of the combined company will be more diverse and
    scalable than those of dELiA*s separately.

        6. The merger will increase the marketability, and therefore the value,
    of various assets held by the two companies. A majority of the assets owned
    by dELiA*s and iTurf are closely related to properties owned by the other
    entity. The companies' differing strategic goals make these assets less
    marketable, and therefore less valuable, to each company. For example, a
    potential purchaser interested in the TSI Soccer brand would need to
    structure a deal to purchase the tsisoccer.com assets from iTurf and to
    purchase the TSI Soccer catalog and retail stores from dELiA*s. A merger
    will unite the TSI Soccer assets, as well as assets related to other brands,
    within a single entity, making it easier to negotiate with acquirers and
    strategic partners.

        7. The merger will eliminate potential conflicts of interest for the
    management and directors of both companies. Several of dELiA*s officers and
    directors serve as officers and/or directors of iTurf. Service as both a
    director or officer of dELiA*s and a director or officer of iTurf could
    create or appear to create potential conflicts of interest when those
    directors and officers are faced with decisions that could have different
    implications for iTurf and dELiA*s. These decisions may relate to potential
    acquisitions or divestitures of businesses, the intercompany agreements,
    competition between the businesses and with third parties, the issuance or
    disposition of securities and other matters. Eliminating these conflicts may
    lead to better overall management of the combined company's business and
    enhance our ability to attract and retain senior managers.

        8. The merger will result in administrative savings. The merger will
    eliminate the need for dELiA*s and iTurf to maintain separate administrative
    departments and reduce the burdens on management associated with public
    reporting for two entities. In particular, the merger will reduce the costs
    of preparing and filing separate reports with the Securities and Exchange
    Commission and publishing and distributing annual reports and proxy
    statements to stockholders, including fees for an audit by an independent
    accounting firm and legal fees. This is expected to result in approximately
    $650,000 in administrative expense savings for the combined company.

        9. The merger will eliminate the existing non-competition agreement
    between iTurf and dELiA*s that constrains each company's ability to expand
    its business. Under a mutual non-competition agreement, iTurf is prevented
    from creating or marketing a business that is primarily engaged in the
    establishment or operation of paper catalogs or physical retail stores for
    the sale of goods and dELiA*s is prevented from marketing through the
    Internet or related media. Ambiguities in the agreement relating to the
    application of the agreement to "grey areas," such as the placement of
    Internet kiosks in shopping malls and the offering of catalog gift
    certificates through third-party Web sites, constrain the companies. The
    combined company will not be burdened by these restrictions.

        10. The merger will allow a more efficient use of capital resources.
    dELiA*s is currently in a phase of investment to expand its retail store
    base. The expansion requires capital at a time when

                                       57
<PAGE>
    dELiA*s is finding it necessary to incur debt under its credit facility to
    fund working capital. At the same time, iTurf has cash and cash equivalents
    from the proceeds of its initial public offering in April 1999, which cash
    is primarily expected to be used to fund iTurf's operations through 2001.
    The combined company could use the financial resources of both companies
    more efficiently and achieve a higher rate of return on investment by
    limiting the borrowing necessary to fund dELiA*s operating and expansion
    needs.

        11. The merger will reduce the anti-takeover effect of the ownership
    structure of, and the relationship between, the two companies. By dividing
    the dELiA*s brand between two companies, each company individually has
    become a less attractive target for takeovers, as potential acquirers must
    negotiate with two management teams and two boards of directors. In
    addition, dELiA*s may terminate the trademark license agreement after an
    unrelated third party has acquired 20% of the outstanding voting power of
    iTurf stock. After the merger, an acquirer interested primarily in the
    dELiA*s brand will be able to negotiate with one management team and one
    board of directors. Moreover, the merger will reduce the percentage
    ownership that Stephen Kahn and his family currently hold through their
    ownership in dELiA*s, which may make the combined company more attractive to
    potential acquirers.

        12. The merger will reduce the impact on dELiA*s of recent public
    capital market trends affecting small companies, including the low liquidity
    in the public markets resulting from the small market float of its common
    stock and the absence of significant analyst coverage of dELiA*s.

    In reaching its decision on August 16, 2000 to approve the merger agreement
and recommend its approval and adoption to dELiA*s stockholders, the dELiA*s
board of directors consulted with dELiA*s management, as well as with its
financial and legal advisors, and considered the positive factors listed below:

        1. The dELiA*s board reviewed historical information concerning dELiA*s
    and iTurf's businesses, prospects, financial performance and condition and
    management. The dELiA*s board considered favorably the fact that dELiA*s and
    iTurf are currently under common control, both are closely focused on
    marketing to teens and young men and women and the companies share common
    brands and provide services to each other through intercompany agreements.
    The dELiA*s board of directors viewed favorably opportunities to coordinate
    more closely marketing efforts and eliminate conflicts arising from dividing
    management of the brands between two companies.

        2. The dELiA*s board reviewed the consideration to be received by
    dELiA*s stockholders in the merger. The dELiA*s board considered favorably
    the fact that the merger is expected to qualify as a tax-free reorganization
    and that the consideration would not fluctuate even if the price of dELiA*s
    and/or iTurf's common stock changes.

        3. The dELiA*s board reviewed the terms of the merger agreement,
    including the representations, warranties and covenants and the conditions
    to each party's obligation to complete the merger. The dELiA*s board
    considered favorably that the terms of the merger agreement are reasonable
    and protective of dELiA*s interests. In particular, the dELiA*s board
    considered favorably that:

       --  the conditions to each party's obligation to complete the merger are
           typical or likely to be satisfied;

       --  options and lapse of restrictions on restricted stock of iTurf or
           dELiA*s, and acceleration or increase of payments or benefits to
           employees, directors or stockholders of iTurf or dELiA*s, will not be
           triggered as a result of the merger;

       --  between the date of the merger agreement and completion of the
           merger, iTurf's and dELiA*s ability to issue additional options or
           restricted stock is limited;

                                       58
<PAGE>
       --  dELiA*s may terminate the merger agreement if dELiA*s receives a
           competing proposal which the dELiA*s board determines is more
           advantageous to dELiA*s stockholders; and

       --  the $1.0 million break-up fee payable by dELiA*s to iTurf if the
           merger agreement is terminated because of dELiA*s decision to
           withdraw or change its recommendation of the merger or to pursue an
           alternative transaction is unlikely to prevent a third party from
           making a substantially better offer for dELiA*s.

        4. The dELiA*s board considered favorably the presentation and opinion
    of Salomon Smith Barney, including the related financial analyses, to the
    effect that, as of the date of the opinion and based upon and subject to the
    matters stated in the opinion, the consideration to be received by the
    holders of dELiA*s common stock, other than iTurf, Stephen I. Kahn, his
    family members and other persons whose shares may be voted by Mr. Kahn under
    a stockholders agreement and members of the managements of iTurf and dELiA*s
    who own shares in both companies, in the merger is fair from a financial
    point of view to those holders. A copy of the Salomon Smith Barney opinion
    is attached as Annex D to this Joint Proxy Statement/Prospectus and,
    together with the financial analyses material to the opinion, is described
    in the section "--Opinion of Financial Advisor to the Board of Directors of
    dELiA*s."

        5. The dELiA*s board considered the ability of dELiA*s and iTurf to
    complete the merger, and determined that there was a strong likelihood that
    the merger would be completed.

    In reaching its decision on August 16, 2000 to approve the merger agreement,
the dELiA*s board also considered the risks and uncertainties listed below
relating to the merger:

        1. The dELiA*s board considered the risk that the price for iTurf's
    common stock could decrease or the price for dELiA*s common stock could
    increase significantly prior to completion of the merger. The dELiA*s board
    recognized that while such risk existed, it was also possible that the
    opposite events could occur (i.e., that the price of dELiA*s stock could
    decrease while the price of iTurf's stock increased), although the dELiA*s
    board believed that following announcement of the merger, it was likely that
    the prices of the dELiA*s and iTurf stock would generally mirror each
    other's movements. The dELiA*s board also was cognizant of the fact that if
    a drop in the price of iTurf's stock resulted from a material adverse change
    relating to iTurf, dELiA*s would not be obligated to proceed with the
    merger.

        2. The dELiA*s board considered the risk that the merger would not be
    completed. In evaluating this risk, the dELiA*s board considered the
    circumstances under which iTurf could terminate the merger agreement and
    believed that it was unlikely that those circumstances would occur.

        3. The dELiA*s board considered the fact that the merger will result in
    dilution of the voting power of dELiA*s stockholders.

        4. The dELiA*s board considered the risk that the combined company might
    not be able to integrate successfully the operations of iTurf and dELiA*s
    and that the anticipated benefits of the merger, including additional cost
    savings and operating synergies, might not be fully realized, which might
    adversely affect the market value of iTurf's Class A common stock.

        5. The dELiA*s board considered the possibility of management disruption
    associated with the merger and integrating the operations of the companies,
    and the risk that despite the efforts of the combined company, management,
    marketing, technical and creative personnel of iTurf or dELiA*s might not
    continue with the combined company and that it might become more difficult
    to recruit new personnel.

        6. The dELiA*s board considered the risk that the combined company might
    not be able to execute its business plan and growth strategy if it is unable
    to generate adequate cash from operations or obtain adequate capital
    resources through asset sales or equity or debt financing.

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<PAGE>
        7. The dELiA*s board considered the fact that an exchange ratio based
    solely on a discounted cash flow analysis would, on August 16, 2000, be
    higher than the 1.715 exchange ratio contemplated by the merger agreement
    and concluded that basing the exchange ratio solely on this analysis or any
    other single factor or analysis would be incomplete. In reaching its
    recommendation, the dELiA*s board considered as a whole all the analyses
    done by Salomon Smith Barney and the other factors it deemed relevant.

        8. The dELiA*s board considered the risk that the combined company might
    not be able to sell advertising to, and create commerce partnerships as
    effectively with, dELiA*s competitors as iTurf is able to as a standalone
    entity.

        9. The dELiA*s board considered the other risks associated with the
    combined company.

    The above discussion of the information and factors considered by the
dELiA*s board is not intended to be exhaustive, but includes the material
factors considered by the dELiA*s board. In reaching its determination to
approve and recommend the merger, the dELiA*s board did not assign any relative
or specific weights to the foregoing factors, and individual directors may have
given differing weights to different factors.

    The dELiA*s board has determined that the merger is advisable and in the
best interests of dELiA*s and its stockholders, other than iTurf, Stephen I.
Kahn, his family members and other persons whose shares may be voted by Mr. Kahn
under a stockholders agreement and members of the managements of iTurf and
dELiA*s who own shares in both companies, and recommends a vote "FOR" approval
and adoption of the merger agreement.

RECOMMENDATION OF THE ITURF BOARD OF DIRECTORS

    The iTurf board of directors and its special committee of independent
directors believe that the merger is advisable and in the best interests of
iTurf and the iTurf stockholders, other than dELiA*s, Stephen I. Kahn and their
affiliates. Accordingly, the iTurf board of directors, based in part upon the
recommendation of its special committee, has approved the merger agreement and
recommends that iTurf stockholders vote "FOR" approval and adoption of the
merger agreement and the amendment to iTurf's certificate of incorporation.

    The iTurf board of directors and its special committee based their decision
to approve the merger agreement and recommend its approval and adoption to iTurf
stockholders on their belief that:

        1. The merger will facilitate more effective management of the
    companies' direct marketing businesses. Currently, dELiA*s operates the
    dELiA*s catalog business and iTurf operates the dELiAs.cOm Internet
    business. The iTurf board and special committee found that this has caused
    the two companies to compete for many of the same customers. The iTurf board
    and special committee believe that the two businesses can be operated more
    efficiently with closer integration and coordination. For example, the
    combined company will be more likely to offer merchandise that is exclusive
    to Internet customers because it will be indifferent to whether a sale to a
    customer is made through a telephone order or through the Internet. This
    level of integration and coordination is difficult to achieve in a corporate
    structure with divergent equity incentives.

        2. The merger will allow the combined company to sell integrated
    on-line/offline packages to advertisers. Increasingly, advertisers are
    looking for ways to market to teens and young adults through multiple
    channels. The combination of iTurf's online assets with dELiA*s offline
    assets will enable the combined company to offer advertisers packages that
    target this demographic group on the Internet, through direct mail and in
    shopping malls.

        3. The relationship between dELiA*s and iTurf will be simplified by
    removing the structural complexity that the iTurf board and special
    committee believe has caused iTurf to be undervalued by the capital markets.

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<PAGE>
        4. The merger will eliminate the intercompany agreements between dELiA*s
    and iTurf, which have had a material adverse effect on dELiA*s and may in
    the future have a material adverse effect on both companies. iTurf relies on
    dELiA*s to provide merchandising, inventory management, creative, technical,
    marketing, customer service, human resources, finance, accounting,
    administrative, legal and other services pursuant to intercompany
    agreements. Under these agreements, iTurf depends on dELiA*s to provide
    iTurf with the use of dELiA*s trademarks, goods and services that are key to
    the success of iTurf's business. Because iTurf sells many of the same
    products as dELiA*s and advertises its offerings to dELiA*s customers, iTurf
    competes directly with dELiA*s. The migration of dELiA*s customers to
    iTurf's Web sites has proceeded at a pace faster than either company had
    projected and has had a material adverse effect on dELiA*s cash flows.
    Material adverse changes to dELiA*s financial condition jeopardize iTurf's
    ability to continue to obtain goods and services from dELiA*s under the
    intercompany agreements and threaten the prospects of both companies. A
    merger of dELiA*s and iTurf will eliminate this threat.

        5. The revenue sources of the combined company will be more diverse and
    scalable than those of iTurf separately.

        6. The merger will increase the marketability, and therefore the value,
    of various assets held by the two companies. A majority of the assets owned
    by dELiA*s and iTurf are closely related to properties owned by the other
    entity. The companies' differing strategic goals make these assets less
    marketable, and therefore less valuable, to each company. For example, a
    potential purchaser interested in the TSI Soccer brand would need to
    structure a deal to purchase the tsisoccer.com assets from iTurf and to
    purchase the TSI Soccer catalog and retail stores from dELiA*s. A merger
    will unite the TSI Soccer assets, as well as assets related to other brands,
    within a single entity, making it easier to negotiate with acquirers and
    strategic partners.

        7. The merger will eliminate potential conflicts of interest for the
    management and directors of both companies. Several of iTurf's officers and
    directors serve as officers and/or directors of dELiA*s. Service as both a
    director or officer of iTurf and a director or officer of dELiA*s could
    create or appear to create potential conflicts of interest when those
    directors and officers are faced with decisions that could have different
    implications for iTurf and dELiA*s. These decisions may relate to potential
    acquisitions or divestitures of businesses, the intercompany agreements,
    competition between the businesses and with third parties, the issuance or
    disposition of securities, the election of new or additional directors, the
    payment of dividends by iTurf and other matters. Eliminating these conflicts
    may lead to better overall management of the combined company' s business
    and enhance our ability to attract and retain senior managers.

        8. The merger will result in administrative savings. The merger will
    eliminate the need for iTurf and dELiA*s to maintain separate administrative
    departments and reduce the burdens on management associated with public
    reporting for two entities. In particular, the merger will reduce the costs
    of preparing and filing separate reports with the Securities and Exchange
    Commission and publishing and distributing annual reports and proxy
    statements to stockholders, including fees for an audit by an independent
    accounting firm and legal fees. This is expected to result in approximately
    $650,000 in administrative expense savings for the combined company.

        9. The merger will eliminate the existing non-competition agreement
    between iTurf and dELiA*s that constrains each company's ability to expand
    its business. Under a mutual non-competition agreement, iTurf is prevented
    from creating or marketing a business that is primarily engaged in the
    establishment or operation of paper catalogs or physical retail stores for
    the sale of goods and dELiA*s is prevented from marketing through the
    Internet or related media. Ambiguities in the agreement relating to the
    application of the agreement to "grey areas," such as the placement of
    Internet kiosks in shopping malls and the offering of catalog gift
    certificates

                                       61
<PAGE>
    through third-party Web sites, constrain the companies. The combined company
    will not be burdened by these restrictions.

        10. The merger will reduce the anti-takeover effect of the ownership
    structure of, and the relationship between, the two companies. By dividing
    the dELiA*s brand between two companies, each company individually has
    become a less attractive target for takeovers, as potential acquirers must
    negotiate with two management teams and two boards of directors. In
    addition, dELiA*s may terminate the trademark license agreement after an
    unrelated third party has acquired 20% of the outstanding voting power of
    iTurf stock. After the merger, an acquirer interested primarily in the
    dELiA*s brand will be able to negotiate with one management team and one
    board of directors. Moreover, the merger will reduce the percentage
    ownership that Stephen Kahn and his family currently hold over the companies
    through their ownership in dELiA*s, which may make the combined company more
    attractive to potential acquirers.

        11. The merger will reduce the impact on iTurf of recent public capital
    market trends affecting small companies, including the low liquidity in the
    public markets resulting from the small market float of its Class A common
    stock and the absence of significant analyst coverage of iTurf.

    In reaching its decision on August 16, 2000 to recommend approval of the
merger agreement, the special committee consulted with iTurf management, as well
as with its financial and legal advisors, and considered the positive factors
listed below:

        1. The special committee reviewed historical information concerning
    dELiA*s and iTurf's businesses, prospects, financial performance and
    condition and management. The special committee considered favorably the
    fact that dELiA*s and iTurf are currently under common control, both are
    closely focused on marketing to teens and young men and women and the
    companies share common brands and provide services to each other through
    intercompany agreements. The special committee viewed favorably
    opportunities to coordinate more closely marketing efforts and eliminate
    conflicts arising from dividing management of the brands between two
    companies.

        2. The special committee considered favorably the fact that the merger
    is expected to qualify as a tax-free reorganization and that the
    consideration would not fluctuate even if the price of dELiA*s and/or
    iTurf's common stock changes.

        3. The special committee reviewed the terms of the merger agreement,
    including the representations, warranties and covenants and the conditions
    to each party's obligation to complete the merger. The special committee
    considered favorably that the terms of the merger agreement are reasonable
    and protective of iTurf's interests. In particular, the special committee
    considered favorably that:

       --  the conditions to each party's obligations to complete the merger are
           typical or likely to be satisfied;

       --  options and lapse of restrictions on restricted stock of dELiA*s or
           iTurf, and acceleration or increase of payments or benefits to
           employees, directors or stockholders of dELiA*s or iTurf, will not be
           triggered as a result of the merger;

       --  between the date of the merger agreement and completion of the
           merger, dELiA*s and iTurf's ability to issue additional options or
           restricted stock is limited;

       --  dELiA*s is not permitted to seek alternative transactions to the
           merger unless it is required to under applicable law; and

       --  dELiA*s is required to pay a $1.0 million break-up fee if the merger
           agreement is terminated because of dELiA*s decision to withdraw or
           change its recommendation of the merger or to pursue an alternative
           transaction.

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<PAGE>
        4. The special committee considered favorably the presentation and
    opinion of U.S. Bancorp Piper Jaffray, including the related financial
    analyses, to the effect that, as of the date of the opinion and based upon
    and subject to the matters stated in the opinion, the 1.715 exchange ratio
    is fair from a financial point of view to the holders of iTurf's Class A
    common stock, other than dELiA*s, Stephen I. Kahn and their affiliates. A
    copy of the U.S. Bancorp Piper Jaffray opinion is attached as Annex C to
    this Joint Proxy Statement/Prospectus and, together with the financial
    analyses material to the opinion, is described in the section "--Opinion of
    Financial Advisor to the Special Committee of iTurf."

        5. The special committee considered the ability of iTurf and dELiA*s to
    complete the merger, and determined that there was a strong likelihood that
    the merger would be completed.

    In reaching its decision on August 16, 2000 to recommend approval of the
merger agreement, the special committee also considered the risks and
uncertainties listed below relating to the merger:

        1. The special committee considered the risk that the price for dELiA*s
    common stock could decrease or the price for iTurf's common stock could
    increase significantly prior to completion of the merger.

        2. The special committee considered the risk that the merger would not
    be completed. In evaluating this risk, the special committee considered the
    circumstances under which dELiA*s could terminate the merger agreement and
    believed that it was unlikely that such circumstances would occur.

        3. The special committee considered the interests of the officers and
    directors of iTurf in the merger, including the fact that some of them are
    officers and/or directors of dELiA*s. The special committee recognized that
    it was because of these conflicts that the board of directors of iTurf had
    requested the special committee to review and report to the iTurf board with
    its recommendations as to the advisability of the merger. The special
    committee also recognized that consummation of the merger would eliminate
    these conflicts.

        4. The special committee considered the fact the merger would result in
    dilution of the economic interest of iTurf stockholders.

        5. The special committee considered the risk that the combined company
    might not be able to integrate successfully the operations of iTurf and
    dELiA*s and that the anticipated benefits of the merger, including
    additional cost savings and operating synergies, might not be fully
    realized, which might adversely affect the market value of iTurf's Class A
    common stock.

        6. The special committee considered the possibility of management
    disruption associated with the merger and integrating the operations of the
    companies, and the risk that despite the efforts of the combined company,
    management, marketing, sales, technical and creative personnel of iTurf or
    dELiA*s might not continue with the combined company and that it might
    become more difficult to recruit new personnel.

        7. The special committee considered the risk that the combined company
    might not be able to execute its business plan and growth strategy if it is
    unable to generate adequate cash from operations or obtain adequate capital
    resources through asset sales or equity or debt financing.

        8. The special committee considered the fact that an exchange ratio
    based solely on the trading prices of iTurf's and dELiA*s common stock
    would, on August 16, 2000, be lower than the 1.715 exchange ratio
    contemplated by the merger agreement and concluded that basing the exchange
    ratio solely on the relative trading prices of the common stock of iTurf and
    dELiA*s or any other single factor or analysis would be incomplete. In
    reaching its recommendation, the special committee considered as a whole all
    the analyses done by U.S. Bancorp Piper Jaffray and the other factors it
    deemed relevant.

                                       63
<PAGE>
        9. The special committee considered the risk that iTurf's Internet
    assets might become undervalued if the merger is consummated due to an
    investment community interest in pure Internet businesses and disinterest in
    hybrid entities.

        10. The special committee considered the risk that the combined company
    might not be able to sell advertising to, and create commerce partnerships
    as effectively with, dELiA*s competitors as iTurf is able to as a standalone
    entity.

        11. The special committee considered the fact that a merger might lead
    to a fundamental change in iTurf's business. Once merged, it is possible
    that the combined company will be less likely to make the necessary
    investment in order to build the iTurf advertising-supported Internet
    businesses given their relative level of risk. Thus, an investor in iTurf
    may own stock in a business that is fundamentally different from what it was
    before the transaction.

        12. The special committee considered the other risks associated with the
    combined company.

    The iTurf board of directors considered the fact that, in light of the
active role that the special committee took in negotiating the merger agreement
on behalf of the stockholders of iTurf, other than dELiA*s, Stephen I. Kahn and
their affiliates, the iTurf board did not believe it was necessary to appoint an
unaffiliated representative to act solely on behalf of iTurf stockholders, other
than dELiA*s, Stephen I. Kahn and their affiliates.

    The above discussion of the information and factors considered by the iTurf
board and the special committee is not intended to be exhaustive, but includes
the material factors considered by the iTurf board and the special committee. In
reaching its determination to approve and recommend the merger, neither the
iTurf board nor the special committee assigned any relative or specific weights
to the foregoing factors, and individual directors may have given differing
weights to different factors.

    The iTurf board and its special committee have determined that the merger is
advisable and in the best interests of iTurf and its stockholders, other than
dELiA*s, Stephen I. Kahn and their affiliates, and therefore recommend a vote
"FOR" approval and adoption of the merger agreement and the amendment to iTurf's
certificate of incorporation.

MATERIAL FEDERAL INCOME TAX CONSEQUENCES OF THE MERGER TO DELIA*S STOCKHOLDERS

    The following is a summary of the material federal income tax consequences
of the merger to holders of dELiA*s common stock. This summary is based on the
Internal Revenue Code, Treasury regulations, administrative rulings and
pronouncements and judicial decisions, all as of the date of this Joint Proxy
Statement/Prospectus and all of which are subject to change, possibly with
retroactive effect. This summary assumes that dELiA*s stockholders hold their
common stock as capital assets. Generally, capital assets are property held for
investment. This summary does not address all aspects of federal taxation that
may be relevant to particular holders of dELiA*s common stock in light of their
personal investment circumstances, or to holders of dELiA*s common stock that
are subject to special treatment under the Internal Revenue Code and that may be
subject to tax rules that differ significantly from those described below, such
as:

    --  financial institutions;

    --  tax-exempt organizations;

    --  insurance companies;

    --  broker-dealers;

    --  regulated investment companies;

    --  holders who received dELiA*s common stock through the exercise of
        employee stock options or otherwise as compensation;

    --  foreign corporations;

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<PAGE>
    --  persons who are not citizens or residents of the United States; and

    --  persons holding dELiA*s common stock as part of a "straddle," "hedge,"
        "conversion transaction," "synthetic security" or other integrated
        investment.

This summary also does not discuss any state, local, foreign income or other tax
consequences of the merger. Holders of dELiA*s common stock are urged to consult
their tax advisors with respect to the particular tax consequences to them of
the merger, including tax return reporting requirements, the character of any
income recognized, the application and effect of any state, local or foreign
income or other tax laws, and the effect of any proposed changes in applicable
tax laws.

THE MERGER AND RECEIPT OF MERGER CONSIDERATION

    It is the opinion of Proskauer Rose LLP that the merger will qualify as a
reorganization within the meaning of Section 368(a) of the Internal Revenue
Code. Accordingly, for federal income tax purposes, dELiA*s and iTurf will not
recognize gain or loss as a result of the merger. In addition, except as
discussed below with respect to cash received in lieu of a fractional share of
iTurf's Class A common stock, a dELiA*s stockholder that receives shares of
iTurf's Class A common stock in exchange for its shares of dELiA*s common stock
will not recognize gain or loss. The tax basis of the shares of iTurf's Class A
common stock received in the merger will be the same as the tax basis of the
shares of dELiA*s common stock exchanged for them, and the holding period of the
shares of iTurf's Class A common stock received in the merger will include the
prior holding period of the shares of dELiA*s common stock exchanged.

    Cash received by a dELiA*s stockholder in lieu of a fractional share of
iTurf's Class A common stock will be treated, for federal income tax purposes,
as if the fractional share was actually received and then redeemed for cash. In
general, gain or loss will be recognized, measured by the difference between the
amount of cash received for the fractional share and the basis of the dELiA*s
common stock allocable to the fractional share. This gain or loss will generally
constitute capital gain or loss if the dELiA*s common stock was held as a
capital asset at the time of the merger.

    The opinion of Proskauer Rose LLP described above is based upon factual
representations and covenants made by dELiA*s and iTurf, including
representations regarding the value of iTurf's Class A common stock to be
received in the merger. The opinion is not binding on the IRS or the courts, and
no assurance can be given that the IRS will not challenge the tax treatment of
the merger. No ruling has been or will be sought from the IRS with regard to any
of the tax consequences of the merger.

                                       65
<PAGE>
                       ACCOUNTING TREATMENT OF THE MERGER

    The merger will be accounted for as a "purchase" for accounting and
financial reporting purposes. The merger will be treated as a reverse
acquisition by dELiA*s of the 46% minority interest of iTurf, that is, the
shares of iTurf's common stock that dELiA*s does not already own, because
dELiA*s stockholders will own more than 50% of the combined company.

    Accordingly, the purchase price, which is the fair value of iTurf's common
stock and options not held by dELiA*s as of the announcement date of the merger,
will be allocated based on the relative fair values of the assets and
liabilities acquired. The excess of the sum of the fair value of the net assets
acquired over the purchase price will be treated by the combined company as
negative goodwill. The negative goodwill will first be used to eliminate the
fair value of the acquired portion of iTurf's non-current assets. The remainder
will be amortized into income over future years.

    The combined company's historical results and financial position will be the
same as dELiA*s historical results and financial position, which consolidate the
results and financial position of iTurf, with the outside ownership of iTurf for
the period from iTurf's initial public offering until the closing of the merger
shown as minority interest. The financial statements of the combined company
will reflect the combined operations of iTurf and dELiA*s, without minority
interest, from the date of the merger.

                       DESCRIPTION OF THE MERGER PROPOSAL

    The board of directors of dELiA*s and, based in part upon the recommendation
of a special committee of independent directors of iTurf, the board of directors
of iTurf have approved a merger in which a wholly-owned subsidiary of iTurf will
merge with and into dELiA*s. As a result of the merger, dELiA*s will be the
surviving corporation and will become a wholly-owned subsidiary of iTurf.

    In the merger, dELiA*s stockholders will receive 1.715 shares of iTurf's
Class A common stock for each share of dELiA*s common stock that they own.
Current dELiA*s stockholders will therefore own approximately 74% of the total
outstanding common stock of iTurf, excluding shares held in treasury or by any
of iTurf's subsidiaries, following the merger. iTurf stockholders will continue
to hold their shares of iTurf's Class A common stock, which will represent
approximately 26% of the total outstanding common stock of iTurf, excluding
shares held in treasury or by any of iTurf's subsidiaries, following the merger.

    The 11,425,000 currently outstanding shares of iTurf's Class B common stock,
all of which are owned by dELiA*s and which presently represent approximately
54% of the total outstanding common stock of iTurf and approximately 88% of the
voting power, will continue to be held by dELiA*s following the merger. However,
under Delaware law, shares held by dELiA*s may not be voted or counted for
purposes of determining a quorum at any subsequent meeting of iTurf
stockholders. For accounting purposes, these shares will be deemed to be
treasury shares of iTurf and will not be dilutive to earnings per share. In
addition, the proposed amendment to iTurf's certificate of incorporation to be
considered at iTurf's special meeting would eliminate altogether the voting
rights of the Class B common stock upon any transfer of these shares by dELiA*s.

    We estimate that the total expenses incurred in the merger by both companies
will total approximately $4.0 million. We estimate that:

    -- printing costs will total approximately $450,000;

    -- accounting fees and other costs will total approximately $350,000;

    -- legal and other professional fees will total approximately $700,000; and

    -- financial advisor fees and expenses will total approximately $2,500,000.

    Each of iTurf and dELiA*s will be responsible for all fees and expenses
incurred by it, except as described under "The Merger Agreement--Fees and
Expenses."

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<PAGE>
                      MEMBERS OF MANAGEMENT HAVE INTERESTS
                         THAT ARE DIFFERENT FROM YOURS

    Several members of the board of directors and/or management of iTurf are
also members of the board of directors and/or management of dELiA*s and will be
members of the board of directors and/or management of the combined company.
Additionally, members of the board of directors and management of one or both
companies own shares of common stock in both companies. Persons who are members
of the board of directors of, or hold offices in, one or both companies and who
own stock in both companies have interests that differ from yours. To mitigate
the conflict of interest, the board of directors of iTurf assigned the task of
considering and approving the merger to its special committee of independent
directors.

    The following chart indicates the directors and officers who, because they
hold positions in one or both companies and own shares of common stock in both
companies, have a conflict of interest in the merger. The share ownership
information includes shares of common stock owned outright and shares of
restricted stock, whether vested or unvested. None of the persons listed below
holds options to purchase dELiA*s or iTurf's common stock. All information
presented below is as of August 21, 2000.

<TABLE>
<CAPTION>
                                                     DELIA*S COMMON STOCK   ITURF CLASS A COMMON STOCK
                                                     --------------------   --------------------------
<S>                                                  <C>                    <C>
Stephen I. Kahn (1)................................       3,348,625                   381,563
  Chairman and Chief Executive Officer
  of dELiA*s
  Chairman, Chief Executive Officer and
  President of iTurf
Christopher C. Edgar...............................         820,263                    58,125
  Vice Chairman, Executive Vice
  President and Chief Operating Officer
  of dELiA*s
  Vice President and Director of iTurf
Evan Guillemin.....................................         238,442                    58,125
  President of dELiA*s
  Vice President and Director of iTurf
Alex S. Navarro....................................         103,500                    92,844
  Assistant Secretary and Counselor at
  Law of dELiA*s
  Chief Strategy Officer, General
  Counsel and Secretary of iTurf
James Cooper.......................................          72,000                    10,000
  Chief Financial Officer of dELiA*s
Dennis Goldstein (2)...............................          72,500                   126,813
  Chief Financial Officer of iTurf
</TABLE>

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

(1) Geraldine Karetsky, a director of dELiA*s, is Stephen I. Kahn's aunt.

(2) Includes securities held by Mr. Goldstein's wife, who is an employee of
    dELiA*s who owns 10,000 shares of iTurf's Class A common stock and 72,000
    shares of dELiA*s common stock.

                               LEGAL PROCEEDINGS

    Between August 17, and August 25, 2000, three purported class action
complaints on behalf of iTurf stockholders were filed in Delaware Chancery Court
against iTurf, dELiA*s and each of iTurf's directors. These actions include:
Pack v. Kahn, et al., Del. Ch., C.A. No. 18242NC, Semeraro v. Kahn, et al., Del.
Ch., C.A. No. 18258, and Engel v. Kahn, et al., Del. Ch., C.A. No. 18260NC. All
three

                                       67
<PAGE>
complaints make virtually identical claims, alleging that dELiA*s and the
members of the iTurf board of directors have breached their fiduciary duties to
iTurf and iTurf's public stockholders and that the exchange ratio is unfair to
iTurf's public stockholders.

    The complaints seek class certification and other equitable and monetary
reflief, including enjoining the merger or awarding damages. iTurf and dELiA*s
believe that the allegations are without substantial merit and intend to
vigorously contest these actions. There can be no assurance that the defendants
will be successful.

    Except for these actions, iTurf is not involved in any legal proceedings
that it believes would have a material adverse effect on its business.

    In addition, the Federal Trade Commission and several states have
investigated the use by Internet companies of personal information. In 1998, the
U.S. Congress enacted the Children's Online Privacy Protection Act of 1998. The
Federal Trade Commission recently promulgated final regulations interpreting
this act. iTurf depends upon collecting personal information from its customers
and it believes that the regulations under this act will make it more difficult
for it to collect personal information from some of its customers. iTurf
recently received a notice from the Federal Trade Commission stating that one of
its Web sites may not be in compliance with this act. Any failure to comply with
this act may make iTurf liable for substantial fines and other penalties. iTurf
could also incur expenses if new regulations regarding the use of personal
information are introduced or if its privacy practices are investigated.

                              RELATED TRANSACTIONS

PURCHASE OF DELIA*S COMMON STOCK

    Through a wholly-owned subsidiary, iTurf purchased from dELiA*s 551,046
shares of common stock of dELiA*s for approximately $32.18 per share on
April 14, 1999.

PURCHASE OF TSISOCCER.COM DOMAIN NAME

    Concurrently with the closing of iTurf's initial public offering, in
accordance with the TSISoccer.com asset transfer agreement, dated April 1, 1999,
between iTurf and TSI Soccer Corporation, a wholly-owned subsidiary of dELiA*s,
iTurf acquired the TSISoccer.com domain name from TSI Soccer Corporation for
$25,000 of iTurf's Class A common stock, valued at the initial public offering
price per share (1,136 shares).

INTERCOMPANY AGREEMENTS

    iTurf entered into several intercompany agreements with dELiA*s prior to the
closing of iTurf's initial public offering. We have summarized below the
material terms of all of these agreements. These agreements were not negotiated
on an arms'-length basis; however, iTurf believes the terms of these agreements
are no less favorable to iTurf than those that could have been obtained from an
unaffiliated third party. iTurf believes that had the intercompany agreements
been in effect during the historical periods prior to the closing of iTurf's
initial public offering presented in iTurf's financial statements, they would
not have had a material effect on iTurf's results of operations. The material
terms of the intercompany agreements cannot be amended or waived without the
approval of a majority of iTurf's disinterested directors. iTurf's bylaws also
provide that iTurf will not enter into new material agreements with dELiA*s
unless those agreements are approved by a majority of iTurf's directors who are
not affiliated with dELiA*s. This provision can only be amended by a majority of
iTurf's directors who are not affiliated with dELiA*s. The intercompany
agreements do not have fixed terms, but dELiA*s can terminate each agreement if
any person, other than dELiA*s or an affiliate or strategic partner of dELiA*s,
acquires 20% or more of the voting control of iTurf, or upon defaults by iTurf.

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TRADEMARK LICENSE AND CUSTOMER LIST AGREEMENT, INCLUDING NONCOMPETITION
  AGREEMENTS

    iTurf has the exclusive right to use dELiA*s trademarks in connection with
the sale of goods and services on the Internet. iTurf pays dELiA*s a royalty
equal to 5% of iTurf's net sales from iTurf's Web sites bearing a trademark
licensed from dELiA*s.

    Net sales by sites in the iTurf network not bearing a trademark licensed
from dELiA*s do not generate a royalty payable to dELiA*s unless sales of
dELiA*s-sourced goods on the site exceed 50% of its total net sales. For each
non-licensed site where sales of dELiA*s-sourced goods exceed 50% of total net
sales, iTurf will pay to dELiA*s the 5% royalty based on the percentage of such
site's net sales that are dELiA*s-sourced. On a royalty-free basis, iTurf shares
its customer lists with dELiA*s, and dELiA*s shares its customer lists with
iTurf.

    During the fiscal year ended January 29, 2000, iTurf paid dELiA*s $980,000
under the trademark license and customer list agreement.

    dELiA*s has agreed not to enter into an Internet business that targets
Generation Y without first offering to sell that business to iTurf. In addition,
if dELiA*s makes an acquisition that includes an Internet business that targets
Generation Y, it must offer to sell that business to iTurf. These obligations
terminate:

    - six months after the trademark license terminates if dELiA*s terminates
      the license after the acquisition by a third party of 35% or more of the
      voting control of iTurf with no other person owning a greater percentage,

    - one year after the trademark license terminates if dELiA*s terminates the
      license after a tax-free spin-off or public sale or other distribution of
      iTurf's voting securities,

    - two years after the trademark license terminates if dELiA*s terminates the
      license after the acquisition by a third party of less than 35% but more
      than 20% of the voting control of iTurf, or

    - when the trademark license terminates for any other reason.

    iTurf has agreed not to enter into a print catalog or retail store business
without first offering to sell that business to dELiA*s. In addition, if iTurf
makes an acquisition that includes a paper catalog or retail store business,
iTurf will offer to sell that business to dELiA*s. These obligations will
terminate two years after termination of the trademark license if dELiA*s
terminates the trademark license due to iTurf's material breach, and otherwise
will terminate upon termination of the trademark license.

INTERCOMPANY SERVICES AGREEMENT

    Since the closing of iTurf's initial public offering, dELiA*s has provided
services to iTurf, including corporate services, fulfillment services, inventory
supply services, advertising services and space-sharing, pursuant to an
intercompany services agreement. dELiA*s obligations to deliver those services
will terminate if and when the trademark license and customer list agreement is
terminated.

    CORPORATE SERVICES.  dELiA*s has agreed to provide all of the services it
provided to iTurf prior to the closing of iTurf's initial public offering, other
than warehouse and fulfillment services, such as merchandising, inventory
management, customer service, creative, marketing, technical, human resources,
finance, accounting, administrative, legal and other services, as well as those
services iTurf requires by virtue of its status as an independent public
company. dELiA*s provides these services to iTurf at 105% of its cost.

    During the fiscal year ended January 29, 2000, iTurf paid dELiA*s $2,047,000
for corporate services under the intercompany services agreement.

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    FULFILLMENT SERVICES.  dELiA*s has agreed to provide warehousing and
fulfillment services, including receiving, quality control, storage, picking,
packing and shipping of inventory and processing of customer returns. iTurf pays
dELiA*s an amount equal to its average cost per package shipped multiplied by
the product of the number of packages shipped by iTurf and 105%, taking into
account all of dELiA*s warehousing and fulfillment costs, including rent,
depreciation and operating expenses.

    During the fiscal year ended January 29, 2000, iTurf paid dELiA*s $1,301,000
for fulfillment services under the intercompany services agreement.

    INVENTORY SUPPLY.  dELiA*s has agreed to supply inventory to iTurf. iTurf
pays dELiA*s an amount equal to the lesser of

    - 105% of dELiA*s cost for the inventory, including cost of freight and all
      direct costs charged to dELiA*s by its suppliers, and

    - the best price at which dELiA*s could resell those products to a third
      party.

    In addition, dELiA*s purchases from iTurf products returned by iTurf's
customers at the price that iTurf paid for such products from dELiA*s, decreased
by the amount of any reserves taken by dELiA*s in connection with those
products.

    iTurf also has the right to purchase from dELiA*s up to $300,000 annually of
closeout inventory, generally at prices discounted from dELiA*s price.

    During the fiscal year ended January 29, 2000, iTurf paid dELiA*s
$13,100,000 for inventory under the intercompany services agreement.

    ADVERTISING.  dELiA*s provides iTurf with advertising space in its print
catalogs at a cost to iTurf of $40 per 1,000 catalogs distributed. iTurf is
required to purchase from dELiA*s minimum amounts of advertising space in at
least 50% of all of dELiA*s catalogs distributed each year. In addition, iTurf
may purchase additional advertising services from dELiA*s based on dELiA*s
advertising rate card then in effect less a 20% discount.

    During the fiscal year ended January 29, 2000, iTurf paid dELiA*s $5,469,000
for advertising under the intercompany services agreement, including $1,725,000
for additional advertising services.

    SPACE-SHARING.  dELiA*s has agreed to permit iTurf to use a portion of
dELiA*s offices that we mutually agree upon. iTurf's cost for this space is the
lesser of

    - the prevailing market rate for such space and

    - the highest rate then being paid by dELiA*s for comparable space in the
      metropolitan area in which such space is located.

    During the fiscal year ended January 29, 2000, iTurf paid dELiA*s $3,000 for
use of a portion of its offices under the intercompany services agreement.

CUSTOMER SERVICE AGREEMENT

    iTurf has agreed to provide to dELiA*s e-mail-based customer service in
respect of those of dELiA*s catalogs corresponding to trademarks iTurf licenses
from dELiA*s. During the fiscal year ended January 29, 2000, dELiA*s paid iTurf
$20,450 for services under the customer service agreement.

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INTERCOMPANY INDEMNIFICATION AGREEMENT

    iTurf has agreed to indemnify dELiA*s for liabilities in respect of iTurf's
businesses, and dELiA*s has agreed to indemnify iTurf for liabilities in respect
of dELiA*s businesses and tax and pension-related liabilities resulting from
iTurf's inclusion in dELiA*s consolidated tax group. dELiA*s will also indemnify
iTurf for certain tax liabilities arising out of iTurf's purchase of dELiA*s
common stock.

ITURF COMMON STOCK REGISTRATION RIGHTS AGREEMENT

    iTurf entered into a registration rights agreement with dELiA*s prior to the
closing of iTurf's initial public offering that covers iTurf's common stock
owned by dELiA*s. Under that agreement, at any time after October 6, 1999,
dELiA*s may demand that iTurf file a registration statement under the Securities
Act covering all or a portion of iTurf's securities held by dELiA*s, its
affiliates and their permitted transferees. However, the securities to be
registered must have a reasonably anticipated aggregate public offering price of
at least $3.0 million. dELiA*s can effect no more than one demand registration
per year.

    If and when iTurf becomes eligible to utilize a Form S-3 registration
statement to register an offering of its securities, dELiA*s may request that
iTurf file a registration statement on Form S-3 covering all or a portion of
iTurf's securities held by dELiA*s, its affiliates and their permitted
transferees, provided that the aggregate public offering price is at least
$1.0 million. dELiA*s can request one S-3 registration per year.

    These registration rights are limited by iTurf's right to delay the filing
of a registration statement in some circumstances. iTurf can only cause a delay
not more than once in any 12-month period and for not more than 120 days.

    In addition, dELiA*s has registration rights that apply if iTurf proposes to
register any Class A common stock under the Securities Act, other than pursuant
to the registration rights noted above. In that case, dELiA*s may require iTurf
to include all or a portion of iTurf's securities that dELiA*s owns in that
registration. However, the managing underwriter, if any, of any offering will
have limited rights to restrict the number of registrable securities proposed to
be included in the registration.

    iTurf bears all registration expenses incurred in connection with these
registrations. dELiA*s pays all underwriting discounts, selling commissions and
stock transfer taxes applicable to the sale of iTurf's securities owned by it.

    The registration rights of dELiA*s under the registration rights agreement
will terminate when dELiA*s may sell all its shares in a three-month period
under Rule 144 under the Securities Act.

    During the fiscal year ended January 29, 2000, iTurf registered 2,000,000
shares for sale either by dELiA*s or its designee, at a total cost to iTurf of
approximately $79,000.

DELIA*S COMMON STOCK REGISTRATION RIGHTS AGREEMENT

    iTurf entered into another registration rights agreement with dELiA*s at the
closing of iTurf's initial public offering relating to the shares of dELiA*s
common stock that iTurf purchased with a portion of the net proceeds of that
offering. Under that agreement, at any time after October 6, 1999, iTurf may
demand that dELiA*s file a registration statement under the Securities Act
covering all or a portion of the securities of dELiA*s held by iTurf, iTurf's
affiliates and their permitted transferees. However, the securities to be
registered must have a reasonably anticipated aggregate public offering price of
at least $3.0 million. iTurf can effect no more than one demand registration per
year.

    If dELiA*s is eligible to utilize a Form S-3 registration statement to
register an offering of its securities, iTurf may request that dELiA*s file a
registration statement on Form S-3 covering all or a portion of the securities
of dELiA*s held by iTurf, iTurf's affiliates and their permitted transferees,

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provided that the aggregate public offering price is at least $1.0 million.
iTurf can request one S-3 registration per year.

    These registration rights are subject to dELiA*s right to delay the filing
of a registration statement in some circumstances. dELiA*s can cause a delay not
more than once in any 12-month period and for not more than 120 days.

    In addition, iTurf has registration rights that apply if dELiA*s proposes to
register any of its common stock under the Securities Act, other than pursuant
to the registration rights noted above. In that case, iTurf may require dELiA*s
to include all or a portion of dELiA*s securities that iTurf owns in the
registration. However, the managing underwriter, if any, of any such offering
will have limited rights to restrict the number of registrable securities
proposed to be included in the registration.

    iTurf bears its pro-rata share of all registration expenses incurred in
connection with these registrations, including all underwriting discounts,
selling commissions and stock transfer taxes applicable to the sale of dELiA*s
securities owned by iTurf.

    iTurf's registration rights under the dELiA*s common stock registration
rights agreement will terminate when iTurf may sell all of the shares owned by
iTurf in a three-month period under Rule 144 under the Securities Act.

               THE SPECIAL MEETING OF THE STOCKHOLDERS OF DELIA*S

    This Joint Proxy Statement/Prospectus is accompanied by the notice of
special meeting and a form of proxy that is solicited by the dELiA*s board of
directors for use at the special meeting of dELiA*s stockholders to be held on
            , 2000, at       , local time, at the offices of Proskauer Rose LLP,
1585 Broadway, New York, New York 10036, and at any postponements or
adjournments of the special meeting.

MATTERS TO BE CONSIDERED

    At the dELiA*s special meeting, dELiA*s stockholders will be asked to
consider and vote upon a proposal to approve and adopt the merger agreement. If
the merger agreement is approved, we anticipate that the merger will occur as
promptly as practical after the dELiA*s special meeting.

PROXIES

    If you are a dELiA*s stockholder, you may use the accompanying proxy if you
are unable to attend the special meeting in person or wish to have your shares
voted by proxy even if you do attend the special meeting. You may revoke any
proxy given by you at any time before the vote is taken at the special meeting.
You can do this in one of three ways. First, you may send a written notice dated
later than your proxy card stating that you would like to revoke your current
proxy. Second, you may complete and submit a new proxy card dated later than
your original proxy card. If you choose either of these two methods, you must
submit your notice of revocation or your new proxy card to Morrow & Co., Inc.,
445 Park Avenue, 5th Floor, New York, New York 10022. Morrow & Co., Inc. must
receive the notice or new proxy card before the vote is taken at the special
meeting. Third, you can attend the special meeting and vote in person. Simply
attending the special meeting, however, will not revoke your proxy. If you have
instructed a broker to vote your shares, you must follow the directions received
from your broker as to how to change your vote.

    Because Delaware, the state in which dELiA*s is incorporated, permits
electronic submission of proxies through the Internet or by telephone, instead
of submitting proxies by mail on the enclosed proxy card, many dELiA*s
stockholders will have the option to submit their proxies or voting instructions
electronically through the Internet or by telephone. If you submit your proxy or
voting instructions electronically through the Internet or by telephone, you can
change your vote by submitting

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a proxy at a later date, using the same procedures described above, in which
case your later submitted proxy will be recorded and your earlier proxy revoked.
Please note that there are separate arrangements for using the Internet and
telephone depending on whether your shares are registered in dELiA*s stock
records in your name or in the name of a brokerage firm or bank. dELiA*s
stockholders should check their proxy card or voting instructions forwarded by
their broker, bank or other holder of record to see which options are available.

    The Internet and telephone procedures described below for submitting your
proxy or voting instructions are designed to authenticate stockholders'
identities, to allow stockholders to have their shares voted and to confirm that
their instructions have been properly recorded. dELiA*s has been advised by
counsel that the procedures that have been put in place are consistent with the
requirements of Delaware law. Stockholders submitting proxies or voting
instructions via the Internet should understand that there may be costs
associated with electronic access, such as usage charges from Internet access
providers and telephone companies, that would be borne by the stockholder.

    dELiA*s holders of record may submit their proxies:

    - through the Internet by visiting a website established for that purpose at
      http://www.        and following the instructions; or

    - by telephone by calling the toll-free number         and following the
      recorded instructions.

SOLICITATION OF PROXIES

    The enclosed proxy is being solicited by dELiA*s. In addition to
solicitations by mail, solicitations may be made by personal interview,
telephone and telegram by dELiA*s directors and officers. No additional
compensation will be paid to the dELiA*s directors and officers for the
solicitation of proxies. dELiA*s will employ Morrow & Co., Inc. to assist it in
the solicitation of proxies. dELiA*s expects to incur a fee of approximately
$3,750, plus reimbursement of out-of-pocket expenses, for this service. dELiA*s
will reimburse banks, brokers and others holding shares in their names or the
names of nominees or otherwise for reasonable out-of-pocket expenses incurred in
sending proxies and proxy materials to the beneficial owners of these shares.

VOTING RIGHTS AND VOTES REQUIRED

    Holders of record of shares of dELiA*s common stock at the close of business
on             , 2000, the record date for the special meeting, are entitled to
notice of, and to vote at, the special meeting.

    On the record date,             shares of dELiA*s common stock were
outstanding, excluding shares held in treasury and shares held by dELiA*s
subsidiaries, including iTurf and its subsidiaries, and held by
stockholders of record. The presence, in person or by proxy, of shares of
dELiA*s common stock representing a majority of the outstanding shares of
dELiA*s common stock entitled to vote on the record date is necessary to
constitute a quorum at the special meeting. Shares represented by proxies that
reflect abstentions or "broker non-votes," i.e., shares held by a broker or
nominee which are represented at the special meeting, but with respect to which
the broker or nominee is not empowered to vote on a particular proposal, will be
counted as shares that are present and entitled to vote for purposes of
determining the presence of a quorum.

    Each share of dELiA*s common stock outstanding on the record date, other
than shares held in treasury and shares held by dELiA*s subsidiaries, including
iTurf and its subsidiaries, is entitled to one vote on each matter presented at
the special meeting. If you are voting by proxy, for your vote to be counted,
your properly completed proxy must be received by the secretary of dELiA*s prior
to the time the vote is taken at the special meeting. If your shares are held by
your broker or other nominee in "street name," your broker will vote your shares
only if you provide instructions as to how to vote your

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shares. You should follow the directions provided by your broker regarding how
to instruct your broker to vote your shares. Without instructions, your shares
may not be voted by that broker.

    We cannot complete the merger unless we receive the affirmative vote of
two-thirds of the outstanding shares of dELiA*s common stock entitled to vote.
Stephen I. Kahn, the Chairman and Chief Executive Officer of dELiA*s who
beneficially owns approximately 37% of the outstanding shares of dELiA*s common
stock entitled to vote on the merger, including shares of his family members and
other persons subject to a stockholders agreement, has agreed to vote these
shares "FOR" approval and adoption of the merger agreement. The other directors
and executive officers of dELiA*s and iTurf and their affiliates, who
collectively beneficially own an additional 3.7% of the outstanding shares of
dELiA*s common stock entitled to vote on the merger, have indicated their
intention to vote "FOR" approval and adoption of the merger agreement. In
addition, some directors and officers of dELiA*s have been issued an aggregate
of 1,700,775 shares of restricted stock, representing approximately 10.5% of the
total outstanding shares of dELiA*s common stock entitled to vote on the merger,
that were unvested as of the record date. Each of these directors and officers
has delivered an irrevocable proxy to dELiA*s, covering these shares of
restricted stock until vested, requiring dELiA*s to vote these shares
proportionately according to all shares of dELiA*s common stock actually voted,
without regard to the shares not voted, on any matter to properly come before
the stockholders of dELiA*s.

    dELiA*s may explore arrangements, including investments in dELiA*s capital
stock, with one or more investors, particularly investors with retailing
expertise. If any of these arrangements are completed prior to         , 2000,
the record date for dELiA*s stockholders meeting, dELiA*s would seek to obtain
an agreement from the investor(s) to vote for approval and adoption of the
merger agreement. If dELiA*s is successful in making these arrangements, one of
the effects would be to make it more likely that the merger agreement would be
approved by dELiA*s stockholders.

    BECAUSE APPROVAL OF THE MERGER REQUIRES THE AFFIRMATIVE VOTE OF TWO-THIRDS
OF THE OUTSTANDING SHARES OF DELIA*S COMMON STOCK, ABSTENTIONS AND BROKER
NON-VOTES WILL HAVE THE SAME EFFECT AS A VOTE AGAINST THE MERGER, EXCEPT THAT
THE 1,700,775 RESTRICTED SHARES COVERED BY THE PROXY GIVEN TO DELIA*S BY SOME
DIRECTORS AND OFFICERS OF DELIA*S WILL ONLY BE VOTED IN PROPORTION TO SHARES
ACTUALLY VOTED.

VOTING OF PROXIES

    Shares of dELiA*s common stock represented by all properly executed proxies
received prior to the vote at the special meeting will be voted as specified in
the proxy. Unless contrary instructions are indicated on the proxy, the shares
of dELiA*s common stock represented by the proxy will be voted "FOR" approval
and adoption of the merger agreement. dELiA*s currently knows of no other
business to be brought before the special meeting other than as described in
this Joint Proxy Statement/ Prospectus.

NO DISSENTERS' RIGHTS OF APPRAISAL

    Under the Delaware General Corporation Law, holders of dELiA*s common stock
are not entitled to dissenters' rights of appraisal in the merger.

RECOMMENDATION OF THE DELIA*S BOARD OF DIRECTORS

    The dELiA*s board of directors has determined that the merger is advisable
and in the best interests of dELiA*s and its stockholders, other than iTurf,
Stephen I. Kahn, his family members and other persons whose shares may be voted
by Mr. Kahn under a stockholders agreement and members of the managements of
iTurf and dELiA*s who own shares in both companies. The dELiA*s board has
therefore approved the merger and recommends that dELiA*s stockholders vote
"FOR" approval and adoption of the merger agreement.

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    Whether or not you are able to attend the dELiA*s special meeting, your vote
by proxy is very important. dELiA*s stockholders are encouraged to mark, sign
and date the enclosed proxy and mail it promptly in the enclosed return envelope
or, if available, to submit their proxies or voting instructions by telephone or
the Internet.

                THE SPECIAL MEETING OF THE STOCKHOLDERS OF ITURF

    This Joint Proxy Statement/Prospectus is accompanied by the notice of
special meeting and a form of proxy that is solicited by the iTurf board of
directors for use at the special meeting in lieu of an annual meeting of iTurf
stockholders to be held on             , 2000, at       , local time, at the
offices of Proskauer Rose LLP, 1585 Broadway, New York, New York 10036, and at
any postponements or adjournments of the special meeting. A representative of
Ernst & Young LLP, independent auditors of iTurf, will be present at the special
meeting, will have the opportunity to make a statement if they desire to do so
and will be available to respond to appropriate questions.

MATTERS TO BE CONSIDERED

    At the iTurf special meeting, iTurf stockholders will be asked to consider
and vote upon the following matters:

    - A proposal to approve and adopt the Agreement and Plan of Merger, dated as
      of August 16, 2000, among iTurf, iTurf Breakfast Corp. and dELiA*s.

    - An amendment to iTurf's certificate of incorporation through which:

       --  iTurf will increase the number of authorized shares of iTurf's common
           stock and designate additional shares of Class A common stock;

       --  iTurf will change its name to dELiA*s iTurf Inc.; and

       --  iTurf will provide that, upon any transfer of shares of iTurf's
           Class B common stock, the transferred shares will lose their voting
           rights, unless the transfer is first approved by a majority of
           iTurf's outstanding shares entitled to vote.

    - An amendment to iTurf's 1999 Amended and Restated Stock Incentive Plan to
      provide for automatic increases in 2001 and 2002 of the number of shares
      of iTurf's Class A common stock authorized to be issued under that plan.

    - The election of two Class A directors of iTurf.

    - The ratification of the appointment of Ernst & Young LLP as iTurf's
      independent auditors.

If the merger agreement and the amendment to iTurf's certificate of
incorporation are approved, we anticipate that the merger will occur as promptly
as practical after the iTurf special meeting.

PROXIES

    If you are an iTurf stockholder, you may use the accompanying proxy if you
are unable to attend the special meeting in person or wish to have your shares
voted by proxy even if you do attend the special meeting. You may revoke any
proxy given by you at any time before the vote is taken at the special meeting.
You can do this in one of three ways. First, you may send a written notice dated
later than your proxy card stating that you would like to revoke your current
proxy. Second, you may complete and submit a new proxy card dated later than
your original proxy card. If you choose either of these two methods, you must
submit your notice of revocation or your new proxy card to Morrow & Co., Inc.,
445 Park Avenue, 5th Floor, New York, New York 10022. Morrow & Co., Inc. must
receive the notice or new proxy card before the vote is taken at the special
meeting. Third, you can attend the special meeting and vote in person. Simply
attending the special meeting, however, will not revoke your

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proxy. If you have instructed a broker to vote your shares, you must follow the
directions received from your broker as to how to change your vote.

    Because Delaware, the state in which iTurf is incorporated, permits
electronic submission of proxies through the Internet or by telephone, instead
of submitting proxies by mail on the enclosed proxy card, many iTurf
stockholders will have the option to submit their proxies or voting instructions
electronically through the Internet or by telephone. If you submit your proxy or
voting instructions electronically through the Internet or by telephone, you can
change your vote by submitting a proxy at a later date, using the same
procedures described above, in which case your later submitted proxy will be
recorded and your earlier proxy revoked. Please note that there are separate
arrangements for using the Internet and telephone depending on whether your
shares are registered in iTurf's stock records in your name or in the name of a
brokerage firm or bank. iTurf stockholders should check their proxy card or
voting instructions forwarded by their broker, bank or other holder of record to
see which options are available.

    The Internet and telephone procedures described below for submitting your
proxy or voting instructions are designed to authenticate stockholders'
identities, to allow stockholders to have their shares voted and to confirm that
their instructions have been properly recorded. iTurf has been advised by
counsel that the procedures that have been put in place are consistent with the
requirements of Delaware law. Stockholders submitting proxies or voting
instructions via the Internet should understand that there may be costs
associated with electronic access, such as usage charges from Internet access
providers and telephone companies, that would be borne by the stockholder.

    iTurf holders of record may submit their proxies:

    - through the Internet by visiting a website established for that purpose at
      http://www.        and following the instructions; or

    - by telephone by calling the toll-free number         and following the
      recorded instructions.

SOLICITATION OF PROXIES

    The enclosed proxy is being solicited by iTurf. In addition to solicitations
by mail, solicitations may be made by personal interview, telephone and telegram
by iTurf directors and officers. No additional compensation will be paid to the
iTurf directors and officers for the solicitation of proxies. iTurf will employ
Morrow & Co., Inc. to assist it in the solicitation of proxies. iTurf expects to
incur a fee of approximately $3,750, plus reimbursement of out-of-pocket
expenses, for this service. All costs of the solicitation will be paid solely by
iTurf. iTurf will reimburse banks, brokers and others holding shares in their
names or the names of nominees or otherwise for reasonable out-of-pocket
expenses incurred in sending proxies and proxy materials to the beneficial
owners of the shares.

VOTING RIGHTS AND VOTES REQUIRED

    Holders of record of shares of iTurf's common stock at the close of business
on             , 2000, the record date for the special meeting, are entitled to
notice of, and to vote at, the special meeting. On the record date,
shares of iTurf's Class A common stock were outstanding, excluding shares held
in treasury, and held by       stockholders of record and 11,425,000 shares of
iTurf's Class B common stock and 1,136 shares of iTurf's Class A common stock
were outstanding and held by dELiA*s. The presence, in person or by proxy, of
shares of iTurf's common stock representing a majority of the outstanding shares
of iTurf's common stock entitled to vote on the record date is necessary to
constitute a quorum at the special meeting. Shares represented by proxies that
reflect abstentions or "broker non-votes," i.e., shares held by a broker or
nominee which are represented at the special meeting, but with respect to which
the broker or nominee is not empowered to vote on a

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particular proposal, will be counted as shares that are present and entitled to
vote for purposes of determining the presence of a quorum.

    Each share of iTurf's Class A common stock outstanding on the record date,
other than shares held in treasury, is entitled to one vote and each share of
iTurf's Class B common stock outstanding on the record date is entitled to six
votes on each matter presented at the special meeting. If you are voting by
proxy, for your vote to be counted, your properly completed proxy must be
received by the secretary of iTurf prior to the time the vote is taken at the
special meeting. If your shares are held by your broker or other nominee in
"street name," your broker will vote your shares only if you provide
instructions as to how to vote your shares. You should follow the directions
provided by your broker regarding how to instruct your broker to vote your
shares. Without instructions, your shares may not be voted by that broker.

    We cannot complete the merger unless we receive the required approvals of
the following two proposals:

    - The approval and adoption of the merger agreement, which requires the
      affirmative vote of a majority of the outstanding shares of iTurf's common
      stock entitled to vote.

    - The amendment to iTurf's certificate of incorporation, which requires the
      affirmative vote of a majority of the outstanding shares of iTurf's common
      stock entitled to vote, except that approval of the provision regarding
      the loss of voting rights upon any transfer of the Class B common stock
      also requires the affirmative vote of 75% of the outstanding shares of
      iTurf's Class B common stock entitled to vote, voting as a separate class.

The other three proposals to be considered at iTurf's special meeting are:

    - The amendment to iTurf's 1999 Amended and Restated Stock Incentive Plan,
      which requires the affirmative vote of a majority of the outstanding
      shares of iTurf's common stock present in person or by proxy at the
      meeting.

    - Election of two Class A directors of iTurf, which requires a plurality of
      the votes cast.

    - Ratification of the appointment of Ernst & Young LLP as iTurf's
      independent auditors, which requires the affirmative vote of a majority of
      the outstanding shares of iTurf's common stock present in person or by
      proxy at the meeting.

    The executive officers and directors of iTurf and dELiA*s and their
affiliates, who collectively beneficially own approximately 4.9% of the total
outstanding common stock of iTurf, representing approximately 1.3% of the voting
power, have indicated their intention to vote "FOR" the matters to be voted upon
at iTurf's special meeting. In addition, dELiA*s, which owns all of iTurf's
outstanding Class B common stock, representing approximately 54% of the total
outstanding common stock of iTurf and approximately 88% of the voting power, has
agreed to vote "FOR" the merger and the amendment to iTurf's certificate of
incorporation and has indicated its intention to vote "FOR" the other matters to
be voted upon at iTurf's special meeting. THEREFORE, A VOTE IN FAVOR OF THE
APPROVAL OF THESE MATTERS AT ITURF'S SPECIAL MEETING IS ASSURED.

    ABSTENTIONS AND BROKER NON-VOTES WILL HAVE THE SAME EFFECT AS A VOTE AGAINST
EACH OF THE MATTERS TO BE VOTED UPON AT ITURF'S SPECIAL MEETING OTHER THAN THE
ELECTION OF DIRECTORS. BECAUSE THE ELECTION OF DIRECTORS REQUIRES A PLURALITY OF
THE VOTES CAST, ABSTENTIONS AND BROKER NON-VOTES WILL NOT AFFECT THE OUTCOME OF
THE ELECTION.

VOTING OF PROXIES

    Shares of iTurf's common stock represented by all properly executed proxies
received prior to the vote at the special meeting will be voted as specified in
the proxy. Unless contrary instructions are

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indicated on the proxy, the shares of iTurf's common stock represented by the
proxy will be voted "FOR" each of the matters to be voted upon at the special
meeting. iTurf currently knows of no other business to be brought before the
special meeting other than as described in this Joint Proxy
Statement/Prospectus.

NO DISSENTERS' RIGHTS OF APPRAISAL

    Under the Delaware General Corporation Law, holders of iTurf's common stock
are not entitled to dissenters' rights of appraisal in the merger.

RECOMMENDATION OF THE ITURF BOARD OF DIRECTORS AND THE SPECIAL COMMITTEE

    The special committee has recommended that the iTurf board of directors
approve the merger, and the iTurf board of directors has approved the merger.
Both the special committee and the iTurf board of directors have determined that
the merger is advisable and in the best interests of iTurf and its stockholders,
other than dELiA*s, Stephen I. Kahn and their affiliates, and therefore
recommend that iTurf stockholders vote "FOR" approval and adoption of the merger
agreement and "FOR" the amendment to iTurf's certificate of incorporation. In
addition, the iTurf board of directors recommends that iTurf stockholders vote
"FOR" the amendment to iTurf's 1999 Amended and Restated Stock Incentive Plan,
"FOR" the election of the two Class A directors of iTurf and "FOR" the
ratification of the appointment of Ernst & Young LLP as iTurf's independent
auditors.

    Whether or not you are able to attend the iTurf special meeting, your vote
by proxy is very important. iTurf stockholders are encouraged to mark, sign and
date the enclosed proxy and mail it promptly in the enclosed return envelope or,
if available, to submit their proxies or voting instructions by telephone or the
Internet.

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                              THE MERGER AGREEMENT

    This section of the Joint Proxy Statement/Prospectus describes material
provisions of the merger agreement. Because this description of the merger
agreement is a summary, it does not contain all the information that may be
important to you. You should read carefully the entire copy of the merger
agreement, which is included in this Joint Proxy Statement/Prospectus as Annex
A.

FORM OF MERGER

    If all the conditions to the merger are satisfied or waived in accordance
with the merger agreement, iTurf Breakfast Corp., a wholly-owned subsidiary of
iTurf, will merge with and into dELiA*s, with dELiA*s being the surviving
corporation and becoming a wholly-owned subsidiary of iTurf.

EFFECTIVE TIME OF THE MERGER

    The merger will become effective when a certificate of merger is filed with
and accepted by the Secretary of State of the State of Delaware or a later date
if the certificate of merger specifies a later date.

SURVIVING CORPORATION CERTIFICATE OF INCORPORATION

    dELiA*s will be the surviving corporation of the merger and will become a
wholly-owned subsidiary of iTurf. The certificate of incorporation of iTurf
Breakfast Corp., as in effect immediately prior to the effective time of the
merger, will become the certification of incorporation of the surviving
corporation, except that the name of the surviving corporation will be changed
to dELiA*s Inc.

SURVIVING CORPORATION BYLAWS

    The bylaws of iTurf Breakfast Corp., as in effect immediately prior to the
effective time of the merger, will become the bylaws of the surviving
corporation.

SURVIVING CORPORATION DIRECTORS AND OFFICERS

    The directors and officers of iTurf Breakfast Corp. immediately prior to the
effective time of the merger will become the directors and officers of the
surviving corporation. These directors and officers will serve until their
successors have been elected or appointed and qualified or until their earlier
death, resignation or removal in accordance with the certificate of
incorporation and the bylaws of the surviving corporation.

MERGER CONSIDERATION TO BE RECEIVED BY DELIA*S STOCKHOLDERS

    On the date the merger becomes effective, each outstanding share of dELiA*s
common stock, other than shares held in the treasury of dELiA*s, but including
shares held by iTurf or any of iTurf's subsidiaries, will be converted into the
right to receive 1.715 shares of iTurf's Class A common stock. Holders of
dELiA*s common stock will receive cash in lieu of fractional shares of iTurf's
Class A common stock.

    The issued and outstanding shares of iTurf's Class A common stock will
remain outstanding and will not be affected by the merger. The issued and
outstanding shares of iTurf's Class B common stock, all of which are owned by
dELiA*s, will continued to be held by dELiA*s following the merger. However,
under Delaware law, shares held by dELiA*s may not be voted or counted for
purposes of determining a quorum at any subsequent meeting of iTurf
stockholders. For accounting purposes, these shares will be deemed to be
treasury shares of iTurf and will not be dilutive to earnings per share.

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EXCHANGE OF CERTIFICATES

    Prior to the effective time of the merger, iTurf will designate an exchange
agent with whom iTurf will deposit certificates representing shares of iTurf's
Class A common stock together with an amount of cash for payment of fractional
shares.

    Soon after the completion of the merger, the exchange agent will mail to the
holders of dELiA*s common stock a letter stating the conditions and instructions
for the exchange of dELiA*s common stock for the consideration to which the
holders are entitled in the merger. Once a holder surrenders dELiA*s common
stock to the exchange agent, the holder will receive a certificate representing
that whole number of shares of iTurf's Class A common stock to which the holder
is entitled, and cash in lieu of any fractional shares of iTurf's Class A common
stock.

    dELiA*s stockholders will not be entitled to receive any dividends or other
distributions payable by iTurf until they exchange their dELiA*s stock
certificates for certificates representing shares of iTurf's Class A common
stock. Once they deliver their dELiA*s stock certificates to the exchange agent,
dELiA*s stockholders will receive any dividends and distributions to which they
are entitled. No interest will be paid or will accrue on any amounts payable to
dELiA*s stockholders.

NO FRACTIONAL SHARES WILL BE ISSUED

    No certificates representing fractional shares of iTurf's Class A common
stock will be issued. Instead of receiving fractional shares of iTurf's Class A
common stock, each former holder of dELiA*s common stock will receive cash. The
amount of cash that will be paid in place of fractional shares will be equal to
the fractional share to which a holder was entitled, multiplied by the closing
price of a share of iTurf's Class A common stock on The Nasdaq Stock Market on
the trading day on which the effective time of the merger occurs, or, if iTurf's
Class A common stock is not quoted on that day, the fair market value of the
Class A common stock on that day as determined in good faith by the iTurf board
of directors with the approval of the special committee.

REPRESENTATIONS AND WARRANTIES

    The merger agreement contains the following material representations and
warranties of iTurf and dELiA*s:

      1. each company is duly organized and in good standing under the laws of
         its jurisdiction of incorporation;

      2. the subsidiaries of each company;

      3. each company's certificate of incorporation and bylaws are in effect
         and neither company has violated its organizational documents;

      4. the capitalization of each company, including number of shares
         authorized and outstanding;

      5. each company has the necessary corporate power and authority to enter
         into the merger agreement;

      6. the required vote of the stockholders of each company to approve the
         merger, in the case of dELiA*s, and the merger and the amendment to
         iTurf's certificate of incorporation, in the case of iTurf;

      7. absence of any breach of organizational documents or material
         agreements as a result of the merger;

      8. absence of any required filings with governmental entities;

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      9. accuracy of each company's filings with the Securities and Exchange
         Commission and financial statements;

     10. absence of certain changes or events affecting each company which could
         have a material adverse effect on each company;

     11. the fairness opinion received by the board of directors of each
         company;

     12. the lack of any brokers entitled to fees or commissions in connection
         with the merger; and

     13. the merger will not cause any restricted stock or options to vest or
         trigger any special benefits to employees, directors or stockholders.

    iTurf also represents to dELiA*s that the special committee has determined
that the merger is advisable and in the best interests of iTurf's stockholders,
other than dELiA*s, Stephen I. Kahn and their affiliates, and recommends that
the iTurf board of directors approve the merger.

STOCK OPTION PLANS

    In the merger, each option to acquire shares of dELiA*s common stock will be
converted, subject to limitations, into an option to acquire the number of
shares of iTurf's Class A common stock determined by multiplying the number of
dELiA*s shares originally covered by the option by the merger exchange ratio of
1.715. The options so converted and assumed by iTurf in the merger will continue
to be governed by the terms of the dELiA*s 1996 and 1998 Stock Incentive Plans.

    In addition, iTurf and dELiA*s have agreed to take all required action to
ensure that no accelerated vesting of options or restricted stock will occur as
a result of the merger.

NO SOLICITATION

    Under the merger agreement, dELiA*s and its subsidiaries, and their
officers, directors, employees, agents and representatives, may not solicit any
inquiries, proposals or offers relating to a transaction involving, or purchase
of, 15% or more of the consolidated assets or equity securities of dELiA*s or
any of its subsidiaries. Any such proposal or offer is referred to below as an
"acquisition proposal." In addition, dELiA*s and its subsidiaries, and their
officers, directors, employees, agents and representatives, may not engage in
any negotiations or discussions with, or provide any confidential information
to, any person relating to an acquisition proposal.

    However, the merger agreement does not prevent dELiA*s or the dELiA*s board
of directors from:

      1. complying with Rule 14e-2 under the Securities Exchange Act of 1934
         with regard to an acquisition proposal;

      2. soliciting any inquiries or the making of any proposal or offer for,
         engaging in negotiations or discussions concerning, or providing
         confidential information regarding, any of Storybook Inc., TSI Soccer
         Corporation, the Droog business or any of their assets; or

      3. before the approval of the merger agreement by the stockholders of
         dELiA*s:

           A. providing information in response to a request by a person who has
           made an unsolicited, bona fide, written acquisition proposal if the
           dELiA*s board receives from the person an appropriate confidentiality
           agreement;

           B. engaging in any negotiations or discussions with any person who
           has made an unsolicited, bona fide, written acquisition proposal; or

           C. recommending such an acquisition proposal to the stockholders of
           dELiA*s.

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dELiA*s may take any of the actions specified in A, B or C above only if the
dELiA*s board determines in good faith, after consultation with outside legal
counsel, that the action is necessary for its directors to comply with their
fiduciary duties under Delaware law. Also, in the case of B or C above, the
dELiA*s board must first determine in good faith, after consultation with its
financial advisor, that the acquisition proposal is reasonably likely to be
consummated, taking into account all legal, financial and regulatory aspects of
the proposal and the person making the proposal, and would, if consummated,
result in a more favorable transaction than the merger.

    dELiA*s agreed to immediately cease any existing activities, discussions or
negotiations conducted before August 16, 2000 relating to a potential
acquisition proposal. dELiA*s further agreed that it will take the necessary
steps to inform promptly all of its and its subsidiaries officers, directors,
employees, agents and representatives of these obligations. dELiA*s will notify
iTurf immediately if any inquiries, proposals or offers are received by, any
information is requested from, or any discussions or negotiations are sought to
be initiated or continued with, any of its representatives. In its notice,
dELiA*s will give the name of the person and the material terms and conditions
of any proposals or offers. dELiA*s will keep iTurf informed of the status and
terms of any such proposals or offers and the status of any such negotiations or
discussions. dELiA*s also will promptly request each person that has previously
executed a confidentiality agreement in connection with an acquisition proposal
to return all confidential information that has been furnished to that person.

DIRECTORS' AND OFFICERS' INDEMNIFICATION AND INSURANCE

    The merger agreement provides that all rights to indemnification or
exculpation existing as of August 16, 2000, the date of the merger agreement, in
favor of the past and present directors, officers, employees, agents and
fiduciaries of dELiA*s, whether provided in dELiA*s certificate of incorporation
or bylaws or otherwise, will continue in full force and effect following the
merger.

    The merger agreement also provides that dELiA*s, as the surviving
corporation of the merger, will maintain, for a period of six years after
completion of the merger, its current policies of directors' and officers'
liability insurance with respect to claims arising from or related to facts or
events that occurred on or before the completion of the merger. dELiA*s may
substitute policies that provide at least the same coverage and amounts and that
contain terms and conditions that are no less advantageous to the insured.
However, dELiA*s will not be required to make annual premium payments in an
amount in excess of 200% of the annual premiums paid by it for directors' and
officers' liability insurance on the date of the merger agreement.

ELECTION OF DIRECTORS OF ITURF

    iTurf will use its best efforts to cause four individuals nominated by
dELiA*s to be elected, as soon as practicable after the effective time of the
merger, to the board of directors of iTurf and, subject to the restrictions
contained in iTurf's Second Restated Certificate of Incorporation, to be
apportioned among the respective classes of the iTurf board of directors in the
manner designated by dELiA*s.

VOTING OF DELIA*S COMMON STOCK

    Stephen I. Kahn agreed that, at the dELiA*s special meeting, he will vote
all shares of dELiA*s common stock which he then holds of record or beneficially
owns, including shares of his family members or other persons subject to a
stockholders agreement, in favor of the approval and adoption of the merger
agreement.

LIMITATION ON ISSUANCE OF OPTIONS AND RESTRICTED STOCK

    The merger agreement imposes limitations on the ability of iTurf and dELiA*s
to issue options and restricted stock before the effective time of the merger.
iTurf may not issue any options or

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restricted stock unless it obtains the prior written consent of the special
committee of iTurf's board of directors. dELiA*s may not issue any options or
restricted stock except (1) with the prior written consent of the special
committee, (2) issuances to new employees or (3) issuances that do not, either
individually or in the aggregate, exceed 75,000 shares of dELiA*s common stock.

CONDITIONS TO CONSUMMATION OF THE MERGER

    The merger agreement contains conditions to complete the merger. Neither
iTurf nor dELiA*s will be obligated to complete the merger unless the following
conditions are satisfied:

       --  No Injunction or Proceeding: No preliminary or permanent injunction,
           temporary restraining order or other decree of a court is in effect,
           no statute, rule or regulation has been enacted by a governmental
           entity, and no action, suit or proceeding by any governmental entity
           has been instituted or threatened which prevents or prohibits
           consummation of the merger;

       --  Effectiveness of the S-4 Registration Statement: The registration
           statement on Form S-4 filed by iTurf to register the shares of
           Class A common stock to be issued in the merger has become effective
           under the Securities Act of 1933. No stop order suspending the
           effectiveness of the S-4 registration statement has been issued by
           the Securities and Exchange Commission and no proceedings for that
           purpose, and no similar proceedings in respect of this Joint Proxy
           Statement/Prospectus, have been initiated or threatened by the
           Securities and Exchange Commission;

       --  Stockholder Approvals: The dELiA*s stockholders have approved and
           adopted the merger agreement and the iTurf stockholders have approved
           and adopted the merger agreement and the amendment to iTurf's
           certificate of incorporation;

       --  Filing of Second Restated Certificate of Incorporation: iTurf has
           filed its Second Restated Certificate of Incorporation with the State
           of Delaware.

    iTurf will not be required to complete the merger unless the following
conditions are satisfied or waived:

       --  Representations and Warranties: The representations and warranties
           made by dELiA*s in the merger agreement are true and correct in all
           material respects at the effective time of the merger;

       --  Agreements: dELiA*s has performed in all material respects all
           obligations required by the merger agreement to be performed by it at
           or prior to the effective time of the merger;

       --  No Acceleration of Options or Restricted Stock: dELiA*s has taken all
           necessary action to ensure that no accelerated vesting of dELiA*s
           options or restricted stock will occur as a result of the merger;

       --  Consent Obtained: dELiA*s has obtained the required consent to the
           merger under its amended and restated credit facility with Congress
           Financial Corporation, or dELiA*s has obviated the need to obtain
           this consent.

    dELiA*s will not be required to complete the merger unless the following
conditions are satisfied or waived:

       --  Representations and Warranties: The representations and warranties
           made by iTurf in the merger agreement are true and correct in all
           material respects at the effective time of the merger;

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       --  Agreements: iTurf has performed in all material respects all
           obligations required by the merger agreement to be performed by it at
           or prior to the effective time of the merger;

       --  No Acceleration of Options or Restricted Stock: iTurf has taken all
           necessary action to ensure that no accelerated vesting of iTurf
           options or restricted stock will occur as a result of the merger.

TERMINATION

    The merger agreement may be terminated at any time before the effective time
of the merger in any of the following circumstances, regardless of whether the
stockholders of iTurf and dELiA*s have approved the matters to be voted upon at
their special meetings:

       --  by mutual written consent authorized by the boards of directors of
           iTurf and dELiA*s;

       --  by either iTurf or dELiA*s if the effective time of the merger has
           not occurred on or before August 16, 2001. This termination right is
           not available to any party whose failure to fulfill any obligation
           has been the cause of, or resulted in, the failure of the effective
           time to occur;

       --  by either iTurf or dELiA*s if a court or governmental entity has
           issued an order, decree or ruling or taken any other action
           restraining, enjoining or otherwise preventing or prohibiting the
           merger, and the order, decree, ruling or other action has become
           final and non-appealable;

       --  by either iTurf or dELiA*s if (1) the dELiA*s board of directors
           withdraws, modifies or changes its recommendation of the merger in a
           manner adverse to iTurf or resolves to do so or (2) the dELiA*s board
           of directors recommends, resolves to accept or accepts an alternative
           acquisition proposal made by a third party;

       --  by either iTurf or dELiA*s if, at the iTurf special meeting, iTurf
           stockholders do not approve and adopt the merger agreement and the
           amendment to iTurf's certificate of incorporation;

       --  by either iTurf or dELiA*s if, at the dELiA*s special meeting,
           dELiA*s stockholders do not approve and adopt the merger agreement.

In order to terminate the merger agreement, iTurf must first obtain the approval
of the special committee.

FEES AND EXPENSES

    Except as provided in the immediately following paragraph, regardless of
whether the merger is completed, dELiA*s and iTurf will pay their own fees and
expenses incurred in connection with the merger.

    If either iTurf or dELiA*s terminates the merger agreement because of
dELiA*s decision to withdraw or change its recommendation of the merger or to
pursue an alternative transaction, dELiA*s must pay to iTurf a fee of $1,000,000
plus reimbursement of iTurf's reasonable and documented transaction costs. These
transaction costs include costs incurred by or on behalf of iTurf's special
committee, such as legal and accounting expenses and amounts paid or payable to
U.S. Bancorp Piper Jaffray, its financial advisor.

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AMENDMENT; WAIVER

    The merger agreement may only be amended by action of the board of directors
of iTurf, dELiA*s and iTurf Breakfast Corp. The iTurf special committee also
must approve any amendment. Any amendment must be in writing.

    At any time prior to the effective time of the merger, any party to the
merger agreement may in writing:

       --  extend the time for performance of any obligation or other act of any
           other party;

       --  waive any inaccuracies in the representations and warranties of any
           other party; or

       --  waive compliance with any agreement or condition of any other party.

Any extension or waiver by which iTurf is to be bound must be approved by its
special committee.

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           DESCRIPTION OF ITURF'S CAPITAL STOCK FOLLOWING THE MERGER

    This section of the Joint Proxy Statement/Prospectus describes the material
terms of the capital stock of iTurf under iTurf's Second Restated Certificate of
Incorporation and bylaws that will be in effect immediately after the merger is
completed. This section also summarizes relevant provisions of the Delaware
General Corporation Law, which we refer to as "Delaware law." The following
descriptions of iTurf's capital stock and selected provisions of iTurf's Second
Restated Certificate of Incorporation and bylaws are summaries. A complete copy
of iTurf's Second Restated Certificate of Incorporation is included in this
Joint Proxy Statement/Prospectus as Annex B, and a complete copy of iTurf's
bylaws has been filed with the Securities and Exchange Commission as an exhibit
to the registration statement containing this Joint Proxy Statement/Prospectus.

ITURF'S AUTHORIZED CAPITAL STOCK

    Immediately after the merger becomes effective, iTurf's authorized capital
stock will consist of 87,500,000 shares of Class A common stock, par value $.01
per share, 12,500,000 shares of Class B common stock, par value $.01 per share,
and 1,000,000 shares of preferred stock, par value $.01 per share. As of
August 21, 2000, 9,697,090 shares of iTurf's Class A common stock, 11,425,000
shares of iTurf's Class B common stock and no shares of iTurf's preferred stock
were issued and outstanding, and 11,425,000 shares of Class A common stock were
reserved for issuance upon conversion of Class B common stock into Class A
common stock. Following completion of the merger, 38,486,428 shares of Class A
common stock, 11,425,000 shares of Class B common stock and no shares of
preferred stock will be issued and outstanding. dELiA*s will continue to hold
11,425,000 shares of Class B common stock and 1,136 shares of Class A common
stock, which for accounting purposes will be deemed to be held in the treasury
of iTurf. In addition, iTurf Finance Company, a wholly-owned subsidiary of iTurf
that owns 551,046 shares of dELiA*s common stock, will have those shares
converted in the merger into 945,044 shares of iTurf's Class A common stock,
which for accounting purposes will be deemed to be held in the treasury of
iTurf.

ITURF'S COMMON STOCK

    VOTING RIGHTS.  Holders of iTurf's Class A common stock are entitled to one
vote per share, while holders of iTurf's Class B common stock are entitled to
six votes per share on most matters to be voted on by stockholders. The holders
of iTurf's Class A and Class B common stock otherwise have identical voting
rights. However, if iTurf's stockholders approve the amendment to iTurf's
certificate of incorporation, then upon any transfer of shares of iTurf's
Class B common stock, the transferred shares will lose their voting rights,
unless the transfer is first approved by a majority of iTurf's outstanding
shares entitled to vote.

    Generally, all matters to be voted on by stockholders must be approved by a
majority of the votes entitled to be cast by all shares of Class A and Class B
common stock present in person or represented by proxy, voting together as a
single class. Holders of iTurf's preferred stock might in the future be granted
the right to vote alongside holders of iTurf's common stock. When electing
directors, those candidates receiving the most votes, even if not a majority of
the votes cast, will be elected directors. Holders of shares of Class A and
Class B common stock are not entitled to cumulate their votes in the election of
directors.

    Except as otherwise provided by law, and after honoring any voting rights
granted to holders of any outstanding preferred stock, amendments to iTurf's
Second Restated Certificate of Incorporation must be approved by a majority of
the combined voting power of all of the Class A and Class B common stock
entitled to vote, voting together as a single class. Any amendment to iTurf's
Second Restated Certificate of Incorporation to increase or decrease the
authorized shares of any class must be approved by the affirmative vote of the
holders of a majority of the voting power of the common stock

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entitled to vote, voting together as a single class. However, amendments to
iTurf's Second Restated Certificate of Incorporation that would alter the
powers, preferences or special rights of either the Class A or Class B common
stock so as to affect them adversely must be approved by at least 75% of the
votes entitled to be cast by the holders of the shares affected by the
amendment, voting as a separate class.

    Under Delaware law, neither dELiA*s, which will continue to hold all the
outstanding shares of Class B common stock and 1,136 shares of Class A common
stock after the merger, nor iTurf Finance Company, which will own 945,044 shares
of Class A common stock after the merger, will be entitled to vote or have its
shares counted for purposes of determining a quorum at any subsequent meeting of
iTurf stockholders.

    DIVIDENDS.  Holders of Class A and Class B common stock will share equally
on a per-share basis in any dividend declared by the iTurf board of directors,
after honoring any preferential rights of outstanding preferred stock. Dividends
consisting of shares of Class A or Class B common stock may be paid only as
follows:

    - dividend shares of Class A common stock may be paid only to holders of
      shares of Class A common stock and dividend shares of Class B common stock
      may be paid only to holders of Class B common stock; and

    - shares will be paid proportionally with respect to each outstanding share
      of Class A and Class B common stock.

iTurf may not subdivide or combine shares of either Class A or Class B common
stock without at the same time proportionally subdividing or combining shares of
the other class.

    CONVERSION OF CLASS B COMMON STOCK.  Each share of Class B common stock is
convertible into one share of Class A common stock under the circumstances
described below.

    Each share of Class B common stock is convertible into one share of Class A
common stock at any time prior to a tax-free spin-off of iTurf from dELiA*s, at
the option of the holder.

    Any transfer of shares of Class B common stock will result in an automatic
conversion of those shares into Class A common stock on a one-to-one basis at
the time of the disposition, if the transfer is to a person other than:

    - dELiA*s;

    - any of dELiA*s subsidiaries; or

    - a strategic partner.

A "strategic partner" means any entity or group of affiliated entities acquiring
Class B common stock constituting at least 10% of the aggregate number of
outstanding shares of all classes of iTurf's common stock that a majority of
iTurf's directors not affiliated with iTurf or dELiA*s determines in good faith,
prior to such an acquisition, to be a strategic partner in the best interests of
iTurf's business and iTurf's stockholders.

    In addition, all shares of the Class B common stock will automatically
convert into Class A common stock if the number of outstanding shares of
Class B common stock beneficially owned by dELiA*s falls below 10% of the
aggregate number of outstanding shares of all classes of iTurf's common stock.

    iTurf's Second Restated Certificate of Incorporation contains other
provisions regarding the conversion of Class B common stock in the event of a
tax-free spin-off of iTurf to stockholders of dELiA*s, which will not be
applicable after the merger.

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    All conversions will be effected on a share-for-share basis.

    OTHER RIGHTS.  Upon a liquidation, dissolution or winding-up of iTurf, all
holders of Class A and Class B common stock are entitled to share ratably in any
of iTurf's assets available for distribution to holders of shares of common
stock, after payment in full of the amounts required to be paid to holders of
iTurf's preferred stock, if any.

    No shares of Class A or Class B common stock will be subject to redemption
or have preemptive rights to purchase additional shares of common stock.

    Upon the closing of the merger, all the outstanding shares of Class A common
stock and Class B common stock will be validly issued, fully paid and
nonassessable.

ITURF'S PREFERRED STOCK

    iTurf's board of directors is authorized, without further stockholder
approval, to issue up to an aggregate of 1,000,000 shares of preferred stock in
one or more series. The board is also able to fix or alter the designations,
preferences, rights and any qualifications, limitations or restrictions of the
shares of each series of preferred stock. There are no shares of preferred stock
outstanding. iTurf has no present plans to issue any shares of preferred stock.

ANTI-TAKEOVER EFFECTS OF PROVISIONS OF DELAWARE LAW AND ITURF'S SECOND RESTATED
  CERTIFICATE OF INCORPORATION AND BYLAWS

    iTurf is subject to the provisions of Section 203 of Delaware law.
Section 203 generally prohibits a publicly-held Delaware corporation from
engaging in a "business combination" with an "interested stockholder" for a
period of three years after the date of the transaction in which the person
became an interested stockholder, unless:

    - the transaction in which the stockholder became an "interested
      stockholder" is approved by the board of directors prior to the date the
      "interested stockholder" attained that status;

    - upon consummation of the transaction that resulted in the stockholder
      becoming an "interested stockholder," the "interested stockholder" owned
      at least 85% of the voting stock of the corporation outstanding at the
      time the transaction commenced, excluding those shares owned by persons
      who are directors and also officers; or

    - on or subsequent to that date the "business combination" is approved by
      the board of directors and authorized at an annual or special meeting of
      stockholders by the affirmative vote of at least two-thirds of the
      outstanding voting stock that is not owned by the "interested
      stockholder."

"Business combinations" include mergers, asset sales and other transactions
resulting in a financial benefit to the "interested stockholder." Generally, an
"interested stockholder" is a person who, together with his affiliates and
associates, owns, or within the prior three years did own, 15% or more of a
corporation's voting stock. The restrictions in this statute could prohibit or
delay the accomplishment of mergers or other takeover or change-in-control
attempts with respect to iTurf and therefore discourage attempts to acquire
iTurf.

    In addition, iTurf's Second Restated Certificate of Incorporation and bylaws
may delay, defer or prevent a tender offer or takeover attempt that a
stockholder might consider to be in its best interest, including those attempts
that might result in a premium over the market price for the Class A common
stock.

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CLASSIFIED BOARD OF DIRECTORS

    iTurf's board of directors is divided into three classes of directors
serving staggered, three-year terms. As a result, approximately one-third of the
members of iTurf's board of directors is elected each year. When coupled with
the provisions of iTurf's bylaws authorizing the board of directors to fill
vacant directorships and increase the size of the board of directors, these
provisions may prevent stockholders from removing incumbent directors and
simultaneously gaining control of the board of directors by filling the
vacancies created by any removals with their own nominees.

SPECIAL MEETINGS OF STOCKHOLDERS

    iTurf's Second Restated Certificate of Incorporation provides that special
meetings of the stockholders of iTurf can be called only by the Chairman of the
board of directors, a Vice Chairman, the President or a majority of the members
of the board of directors.

WRITTEN CONSENT

    Under iTurf's Second Restated Certificate of incorporation, the stockholders
of iTurf are not allowed to take action in writing without a meeting of the
stockholders after the date on which none of dELiA*s, any of dELiA*s
subsidiaries, Stephen I. Kahn or any strategic partner beneficially owns at
least 50% of the voting power of all classes of outstanding common stock. As a
result of the operation of Delaware law, which will prohibit dELiA*s from voting
shares of iTurf's common stock that it owns after the merger, and dilution of
stockholders' ownership interests in the merger, iTurf stockholders will not be
allowed to take action by written consent following completion of the merger.

ADVANCE NOTICE REQUIREMENTS FOR STOCKHOLDER PROPOSALS AND DIRECTOR NOMINATIONS

    iTurf's bylaws require that timely notice in writing be provided by
stockholders seeking to bring business before, or to nominate candidates for
election as directors at, the annual meeting of stockholders. To be timely, a
stockholder's notice must be delivered to or mailed and received at the
principal executive offices of iTurf not less than 120 days nor more than
150 days prior to the first anniversary of the date of iTurf's notice of annual
meeting provided with respect to the previous year's annual meeting of
stockholders.

    If no annual meeting of stockholders was held in the previous year or the
date of the annual meeting of stockholders has been changed to be more than
30 days earlier than or 60 days after that anniversary, notice will be timely if
received not more than 90 days after the later of

    - 60 days prior to the annual meeting of stockholders or

    - the close of business on the tenth day following the date on which notice
      of the date of the meeting is given to stockholders or made public,
      whichever first occurs.

    iTurf's bylaws also specify requirements as to the form and content of a
stockholder's notice. These provisions may preclude stockholders from timely
bringing matters before, or from making nominations for directors at, an annual
meeting of stockholders.

LIMITATIONS ON LIABILITY AND INDEMNIFICATION OF OFFICERS AND DIRECTORS

    Delaware law authorizes corporations to limit or eliminate the personal
liability of directors to corporations and their stockholders for monetary
damages for breaches of directors' fiduciary duty of care. iTurf's Second
Restated Certificate of Incorporation includes a provision that eliminates the
personal liability of iTurf's directors for monetary damages for breach of
fiduciary duty as a director, except for liability:

    - for any breach of the director's duty of loyalty to iTurf or its
      stockholders;

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    - for acts or omissions not in good faith or that involve intentional
      misconduct or a knowing violation of law;

    - under Section 174 of Delaware law regarding unlawful dividends and stock
      purchases; and

    - for any transaction from which the director derived an improper personal
      benefit.

iTurf's bylaws generally provide that:

    - iTurf must indemnify iTurf's directors and officers to the fullest extent
      permitted by Delaware law;

    - iTurf may indemnify iTurf's other employees and agents to the same extent
      that iTurf indemnifies iTurf's officers and directors, unless otherwise
      required by law, iTurf's Second Restated Certificate of Incorporation,
      iTurf's bylaws or other agreements; and

    - iTurf must advance expenses, as incurred, to iTurf's directors and
      executive officers in connection with legal proceedings to the fullest
      extent permitted by Delaware law.

    iTurf has obtained directors' and officers' insurance providing
indemnification for iTurf's directors, officers and some employees. iTurf
believes that these indemnification provisions and insurance are necessary to
attract and retain qualified directors and executive officers.

    The limitation of liability and indemnification provisions in iTurf's Second
Restated Certificate of Incorporation and bylaws may discourage stockholders
from bringing a lawsuit against iTurf's directors for breach of their fiduciary
duty. These provisions may also reduce the likelihood of derivative litigation
against directors and officers, even though such an action, if successful, might
otherwise benefit iTurf and iTurf's stockholders. Furthermore, a stockholder's
investment may be adversely affected to the extent iTurf pays the costs of
settlement and damage awards against directors and officers in connection with
these indemnification provisions.

    At present, there is no pending litigation or proceeding involving any of
iTurf's directors, officers or employees for which indemnification is sought.
iTurf is unaware of any threatened litigation that may result in claims for
indemnification.

AUTHORIZED BUT UNISSUED SHARES

    The authorized but unissued shares of common and preferred stock of iTurf
are available for future issuance without stockholder approval. iTurf may use
these additional shares for a variety of corporate purposes, including future
public offerings to raise additional capital, corporate acquisitions and
employee benefit plans. The existence of these shares could discourage or make
more difficult an attempt to obtain control of iTurf, by means of a proxy
contest, tender offer, merger or otherwise.

    Delaware law provides generally that the affirmative vote of a majority in
interest of the shares entitled to vote on any matter is required to amend a
corporation's certificate of incorporation or bylaws, unless its certificate of
incorporation or bylaws requires a greater percentage.

LISTING

    iTurf's Class A common stock has been approved for listing on The Nasdaq
Stock Market under the trading symbol "TURF." Following completion of the
merger, iTurf's Class A common stock will continue to be listed on The Nasdaq
Stock Market under the trading symbol "DLTF."

TRANSFER AGENT AND REGISTRAR

    The transfer agent and registrar for iTurf's Class A common stock is The
Bank of New York, located at 101 Barclay Street, New York, New York 10286. Its
telephone number is 1-800-524-4458.

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           COMPARISON OF RIGHTS OF STOCKHOLDERS OF ITURF AND DELIA*S

GENERAL

    The rights of iTurf stockholders are currently governed by the Delaware
General Corporation Law, the Restated Certificate of Incorporation of iTurf and
the bylaws of iTurf. The rights of dELiA*s stockholders are currently governed
by the Delaware General Corporation Law, the Certificate of Incorporation of
dELiA*s and the bylaws of dELiA*s. If the merger is consummated, at the time the
merger becomes effective, each outstanding share of dELiA*s common stock will be
converted, in accordance with the merger agreement, into 1.715 shares of iTurf's
Class A common stock.

    Upon completion of the merger, the rights of iTurf stockholders and dELiA*s
stockholders who become iTurf stockholders as a result of the merger will be
governed by the Delaware General Corporation Law, the Second Restated
Certificate of Incorporation of iTurf and the bylaws of iTurf. The Second
Restated Certificate of Incorporation of iTurf will be identical in all respects
to the Restated Certificate of Incorporation of iTurf except for the amendments
described in this Joint Proxy Statement/Prospectus.

    The material differences between the rights of the common stockholders of
iTurf and dELiA*s are summarized below. Since iTurf and dELiA*s are both
organized under the laws of the state of Delaware and are subject to the
provisions of Delaware law, any differences in the rights of iTurf and dELiA*s
stockholders arise solely from the differences in their certificates of
incorporation and bylaws. The following discussion includes and is limited to
the material provisions and changes, is not intended to be complete and is
qualified by reference to Delaware law, the Restated Certificate of
Incorporation, the Second Restated Certificate of Incorporation and the bylaws
of iTurf, and the Certificate of Incorporation and bylaws of dELiA*s. Except for
iTurf's Second Restated Certificate of Incorporation, which is included in this
Joint Proxy Statement/Prospectus as Annex B, copies of these documents are
exhibits to iTurf's and dELiA*s Annual Reports on Form 10-K, which will be sent
to stockholders of iTurf and dELiA*s upon request.

CAPITALIZATION

BEFORE THE MERGER

    DELIA*S.  The authorized capital stock of dELiA*s consists of 50,000,000
shares of common stock, par value $.01 per share, and 1,000,000 shares of
preferred stock, par value $.01 per share. As of August 21, 2000, 16,786,786
shares of common stock and no shares of preferred stock were issued and
outstanding.

    ITURF.  The authorized capital stock of iTurf consists of 80,000,000 shares
of common stock, par value $.01 per share, of which 67,500,000 shares are
designated as Class A common stock and 12,500,000 shares are designated as
Class B common stock, and 1,000,000 shares of preferred stock, par value $.01
per share. As of August 21, 2000, 9,697,090 shares of Class A common stock,
11,425,000 shares of Class B common stock and no shares of preferred stock were
issued and outstanding.

AFTER THE MERGER

    The authorized capital stock of iTurf after the merger will consist of
100,000,000 shares of common stock, par value $.01 per share, of which
87,500,000 shares will be designated as Class A common stock and 12,500,000
shares will be designated as Class B common stock, and 1,000,000 shares of
preferred stock, par value $.01 per share. At the time the merger is completed,
we expect that 38,486,428 shares of Class A common stock, 11,425,000 shares of
Class B common stock and no shares of preferred stock will be issued and
outstanding. dELiA*s will continue to hold 11,425,000 shares of Class B common
stock and 1,136 shares of Class A common stock, which for accounting purposes
will be deemed to be held in the treasury of iTurf. In addition, iTurf Finance
Company, a wholly-owned subsidiary of iTurf

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that owns 551,046 shares of dELiA*s common stock, will have those shares
converted in the merger into 945,044 shares of iTurf's Class A common stock,
which for accounting purposes will be deemed to be held in the treasury of
iTurf.

PREEMPTIVE RIGHTS

    Under Delaware law, stockholders have no preemptive rights unless these
rights are provided for in a corporation's certificate of incorporation. Neither
iTurf's nor dELiA*s certificate of incorporation provides for preemptive rights.

VOTING RIGHTS

    DELIA*S.  The holders of dELiA*s common stock are entitled to one vote for
each share held of record on all matters voted upon by stockholders. Generally,
all matters to be voted on by stockholders must be approved by a majority of the
votes entitled to be cast by all shares of dELiA*s common stock present in
person or represented by proxy. The board of directors of dELiA*s is empowered
to set the terms of shares of dELiA*s preferred stock and may, without
stockholder approval, issue shares of preferred stock with terms that could
adversely affect the voting power and other rights of holders of dELiA*s common
stock.

    ITURF.  Holders of iTurf's Class A common stock are entitled to one vote per
share, while holders of iTurf's Class B common stock are entitled to six votes
per share on most matters to be voted on by stockholders. The holders of iTurf's
Class A and Class B common stock otherwise have identical voting rights. Shares
of Class B common stock also have conversion rights. Generally, all matters to
be voted on by stockholders must be approved by a majority of the votes entitled
to be cast by all shares of Class A and Class B common stock present in person
or represented by proxy, voting together as a single class. However, under
Delaware law, neither dELiA*s, which will continue to hold all the outstanding
shares of Class B common stock and 1,136 shares of Class A common stock after
the merger, nor iTurf Finance Company, which will own 945,044 shares of Class A
common stock after the merger, will be entitled to vote or have these shares
counted for purposes of determining a quorum at any subsequent meeting of iTurf
stockholders. In addition, upon any transfer of shares of iTurf's Class B common
stock, the transferred shares will lose their voting rights, unless the transfer
is first approved by a majority of iTurf's outstanding shares entitled to vote.

    Like the board of directors of dELiA*s, the board of directors of iTurf is
empowered to set the terms of shares of iTurf's preferred stock and may, without
stockholder approval, issue shares of preferred stock with terms that could
adversely affect the voting power and other rights of holders of iTurf's common
stock.

SPECIAL MEETINGS OF STOCKHOLDERS

    DELIA*S.  Only a majority of dELiA*s board of directors, excluding those
directors affiliated with or elected by an interested stockholder, the Chairman
of the board, the Vice Chairman of the board or the president of dELiA*s can
call a special meeting of stockholders. In addition, stockholders may take any
action by written consent.

    ITURF.  iTurf's Second Restated Certificate of Incorporation provides that
special meetings of the stockholders of iTurf can be called only by the Chairman
of the board of directors, a Vice Chairman, the President or a majority of the
members of the board of directors. Under iTurf's Second Restated Certificate of
Incorporation, the stockholders of iTurf are not allowed to take action in
writing without a meeting of the stockholders after the date on which none of
dELiA*s, any of dELiA*s subsidiaries, Stephen I. Kahn or any strategic partner
beneficially owns at least 50% of the voting power of all classes of outstanding
common stock. As a result of the operation of Delaware law, which will prohibit
dELiA*s from voting shares of iTurf's common stock that it owns after the
merger, and dilution of

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stockholders' ownership interests in the merger, iTurf stockholders will not be
allowed to take action by written consent following completion of the merger.

ADVANCE NOTICE REQUIREMENTS

    DELIA*S.  dELiA*s Certificate of Incorporation establishes advance notice
procedures with regard to stockholder proposals and the nomination, other than
by or at the direction of the board of directors or a committee of the board, of
candidates for election as directors at dELiA*s annual meeting of stockholders.
Any stockholder proposals must be made by written notice to the secretary of
dELiA*s delivered or mailed to, and received at, the principal executive offices
of dELiA*s not less than 60 days nor more than 90 days prior to the anniversary
date of the immediately preceding annual meeting. dELiA*s Certificate of
Incorporation specifies requirements as to the form and content of a
stockholder's notice. These provisions may preclude stockholders from timely
bringing matters before, or from making nominations for directors at, an annual
meeting of stockholders.

    ITURF.  iTurf's bylaws also require that timely notice in writing be
provided by stockholders seeking to bring business before, or to nominate
candidates for election as directors at, iTurf's annual meeting of stockholders.
To be timely, a stockholder's notice must be delivered or mailed to, and
received at, the principal executive offices of iTurf not less than 120 days nor
more than 150 days prior to the first anniversary of the date of iTurf's notice
of annual meeting provided with respect to the previous year's annual meeting.

    If no annual meeting of stockholders was held in the previous year or the
date of the annual meeting of stockholders has been changed to be more than
30 days earlier than or 60 days after that anniversary, notice will be timely if
received not more than 90 days after the later of

    - 60 days prior to the annual meeting of stockholders or

    - the close of business on the tenth day following the date on which notice
      of the date of the meeting is given to stockholders or made public,
      whichever first occurs.

    iTurf's bylaws also specify requirements as to the form and content of a
stockholder's notice. These provisions may preclude stockholders from timely
bringing matters before, or from making nominations for directors at, an annual
meeting of stockholders.

ELECTION OF DIRECTORS

    DELIA*S.  Under dELiA*s Certificate of Incorporation, dELiA*s board of
directors is divided into three classes of directors serving staggered terms.
One class of directors is elected at each annual meeting of stockholders for a
three-year term. At least two annual meetings of stockholders, instead of one,
generally is required to change the majority of dELiA*s board, which consists of
six directors.

    When electing directors, those candidates receiving the most votes, even if
not a majority of the votes cast, will be elected directors. Holders of shares
of dELiA*s common stock are not entitled to cumulate their votes in the election
of directors. Thus, the owners of a majority of the common stock outstanding may
elect all of the directors if they choose to do so, and the owners of the
balance of those shares would not be able to elect any directors.

    ITURF.  Under iTurf's Second Restated Certificate of Incorporation, iTurf's
board of directors is also divided into three classes of directors serving
staggered, three-year terms, with approximately one-third of the members of
iTurf's board of directors elected each year. Because the iTurf board is
expected to consist of 12 directors following completion of the merger, three
annual meetings of stockholders will be required to change the majority of the
iTurf board.

    When electing directors, those candidates receiving the most votes, even if
not a majority of the votes cast, will be elected directors. Holders of shares
of Class A and Class B common stock are not

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entitled to cumulate their votes in the election of directors. Thus, the owners
of a majority of the total common stock outstanding may elect all of the
directors if they choose to do so, and the owners of the balance of those shares
would not be able to elect any directors.

VACANCIES AND REMOVAL OF DIRECTORS

    DELIA*S.  Under dELiA*s Certificate of Incorporation, any director may be
removed with or without cause at any time by the affirmative vote of the holders
of at least 66 2/3% of the shares entitled to vote at a special meeting of
stockholders called for that purpose and the vacancies thus created may be
filled at that same meeting by the affirmative vote of the holders of at least
66 2/3% of the shares entitled to vote at that meeting. Other vacancies, however
created, in the board of directors may also be filled by the affirmative vote of
the holders of at least 66 2/3% of the shares entitled to vote in the election
of directors.

    ITURF.  Under iTurf's bylaws, any director may be removed at any time,
either with or without cause, by the holders of a majority of the shares
entitled to vote at an election of directors. Any vacancy in the board of
directors, including one created by an increase in the number of directors, may
be filled for the unexpired term by a majority vote of the remaining directors.

CERTAIN BUSINESS COMBINATIONS

    Both dELiA*s and iTurf are subject to the provisions of Section 203 of the
Delaware General Corporation Law. See "Description of iTurf's Capital Stock
Following the Merger--Anti-Takeover Effects of Provisions of Delaware Law and
iTurf's Second Restated Certificate of Incorporation and Bylaws."

AMENDMENTS TO CERTIFICATES OF INCORPORATION AND BYLAWS

    DELIA*S.  Delaware law provides generally that the affirmative vote of a
majority of the shares entitled to vote on any matter is required to amend a
corporation's certificate of incorporation or bylaws, unless a corporation's
certificate of incorporation or bylaws, as the case may be, requires a greater
percentage. dELiA*s Certificate of Incorporation requires the affirmative vote
of the holders of at least 66 2/3% of the shares entitled to vote in the
election of directors to amend or repeal specified articles of dELiA*s
Certificate of Incorporation relating to:

    - the classification, election and removal of members of the board of
      directors;

    - meetings of the stockholders; and

    - the approval of any agreement for the merger or consolidation of dELiA*s
      with or into any other corporation or the sale, lease, transfer or
      exchange of all or substantially all the assets of dELiA*s.

    dELiA*s bylaws may be amended or repealed by a vote of not less than 66 2/3%
of the members of dELiA*s board of directors, although the board of directors
may not amend or repeal any bylaw adopted by the stockholders of dELiA*s.
dELiA*s stockholders also have the power to amend or repeal the bylaws by a vote
of not less than 66 2/3% of the shares entitled to vote for the election of
directors.

    ITURF.  Subject to any voting rights granted to holders of any outstanding
preferred stock, amendments to iTurf's Second Restated Certificate of
Incorporation must be approved by a majority of the combined voting power of all
of the Class A and Class B common stock, voting together as a single class. Any
amendment to iTurf's Second Restated Certificate of Incorporation to increase or
decrease the authorized shares of any class must be approved by the affirmative
vote of the holders of a majority of the voting power of the common stock,
voting together as a single class. However, amendments to

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iTurf's Second Restated Certificate of Incorporation that would alter the
powers, preferences or special rights of either the Class A or Class B common
stock so as to affect them adversely must be approved by not less than 75% of
the votes entitled to be cast by the holders of the shares affected by the
amendment, voting as a separate class. Amendments to the following provisions of
iTurf's Second Restated Certificate of Incorporation must be approved by the
affirmative vote of not less than 75% of the outstanding shares of iTurf
entitled to vote:

    - amendments to iTurf's bylaws, including amendments to the certificate of
      incorporation that would contravene any bylaw;

    - the classification of the board of directors;

    - stockholder meetings and action by written consent;

    - amendment of the certificate of incorporation; and

    - provisions governing the relationship between iTurf and dELiA*s.

    iTurf's Second Restated Certificate of Incorporation authorizes iTurf's
board of directors to amend or repeal iTurf's bylaws. iTurf stockholders also
may amend or repeal iTurf's bylaws by the vote of not less than 75% of the
outstanding shares entitled to vote.

LIMITATIONS ON LIABILITY, INDEMNIFICATION OF DIRECTORS AND OFFICERS AND
  INSURANCE

    The Delaware General Corporation Law authorizes corporations to limit or
eliminate the personal liability of directors to corporations and their
stockholders for monetary damages for breaches of directors' fiduciary duty of
care.

    Both dELiA*s Certificate of Incorporation and iTurf's Second Restated
Certificate of Incorporation include a provision that eliminates the personal
liability of their directors for monetary damages for breach of fiduciary duty
as a director, except for liability:

    - for any breach of the director's duty of loyalty to the corporation or its
      stockholders;

    - for acts or omissions not in good faith or that involve intentional
      misconduct or a knowing violation of law;

    - under Section 174 of the Delaware General Corporation Law regarding
      unlawful dividends and stock purchases; and

    - for any transaction from which the director derived an improper personal
      benefit.

Both dELiA*s bylaws and iTurf's bylaws generally provide that:

    - each corporation must indemnify its directors and officers to the fullest
      extent permitted by Delaware law;

    - each corporation may indemnify its other employees and agents to the same
      extent that it indemnifies its officers and directors, unless otherwise
      required by law, its certificate of incorporation, bylaws or other
      agreements; and

    - each corporation must advance expenses, as incurred, to its directors and
      executive officers in connection with legal proceedings to the fullest
      extent permitted by Delaware law.

    Both iTurf and dELiA*s have obtained directors' and officers' insurance
providing indemnification for their directors and officers.

                                       95
<PAGE>
             PROPOSAL TO AMEND ITURF'S CERTIFICATE OF INCORPORATION

    In connection with the merger, stockholders of iTurf are being asked to
approve the following amendments to iTurf's certificate of incorporation:

    --  to increase the number of authorized shares of iTurf's common stock from
       80,000,000 to 100,000,000; and

    --  to increase the number of shares designated as Class A common stock from
       67,500,000 to 87,500,000.

    --  to change iTurf's name to dELiA*s iTurf Inc. to reflect the combination
       of the two companies as a result of the merger; and

    --  to provide that, upon any transfer of shares of iTurf's Class B common
       stock, the transferred shares will lose their voting rights, unless the
       transfer is first approved by a majority of iTurf's outstanding shares
       entitled to vote. This provision is designed to protect iTurf's Class A
       stockholders against dilution of their voting power following the merger.

A copy of the proposed Second Restated Certificate of Incorporation of iTurf,
which incorporates the above amendments, is included as Annex B to this Joint
Proxy Statement/Prospectus.

    We cannot complete the merger unless the stockholders of iTurf approve this
proposal.

    The iTurf board of directors and the special committee have approved this
proposal and believe that it is in iTurf's best interests to increase the number
of authorized shares of iTurf's common stock in order to complete the merger, as
well as to have additional authorized but unissued shares in excess of that
amount available for issuance to meet the business needs of iTurf as they arise.
At August 21, 2000, 9,697,090 shares of iTurf's Class A common stock were issued
and outstanding and options to purchase an additional 1,278,100 shares were also
outstanding. Pursuant to the merger agreement, iTurf will issue 28,789,338
shares of Class A common stock to dELiA*s stockholders upon completion of the
merger. iTurf will also be obligated to issue 3,322,596 shares of Class A common
stock upon exercise of dELiA*s options assumed by iTurf in the merger.

    The authorized shares of iTurf's common stock in excess of the outstanding
shares following the merger will be available for issuance at any time and for
any corporate purpose that the iTurf board of directors deems advisable, without
further action by stockholders, except as may be required by applicable law or
by the rules of any stock exchange or national securities association trading
system on which iTurf's common stock may be listed or traded. The issuance of
additional shares of common stock may have a dilutive effect on earnings per
share and, for persons who do not purchase additional shares to maintain their
pro rata interest in iTurf, on those stockholders' percentage voting power.

    iTurf has no arrangements, agreements, understandings or plans at the
present time for the issuance or use of the additional shares of iTurf's common
stock proposed to be authorized except in connection with the merger, the
possible exercise of options currently outstanding or to be assumed in the
merger and the grant of additional options under iTurf's 1999 Amended and
Restated Stock Incentive Plan. The iTurf board of directors does not intend to
issue any common stock except on terms which it deems to be in the best
interests of iTurf and its then existing stockholders. Any future issuance of
iTurf's common stock will be subject to the rights of holders of outstanding
shares of any preferred stock that iTurf may issue in the future.

    Although iTurf has no present plans to issue shares of its stock in the
future in order to make acquisition of control of iTurf more difficult, future
issuances could have that effect. For example, the acquisition of shares of
iTurf's stock by an entity in order to acquire control of iTurf might be
discouraged through the public or private issuance of additional shares of
iTurf's stock, since the issuance would dilute the stock ownership of the
acquiring entity. Stock could also be issued to existing

                                       96
<PAGE>
stockholders as a dividend or privately placed with purchasers who might side
with iTurf's board of directors in opposing a takeover bid, thus discouraging
such a bid.

    The iTurf board of directors and the special committee have determined that
the amendment to iTurf's certificate of incorporation is advisable and in the
best interests of iTurf and its stockholders, other than dELiA*s, Stephen I.
Kahn and their affiliates, and recommend a vote "FOR" this proposal. Approval of
the amendment to iTurf's certificate of incorporation requires the affirmative
vote of a majority of the outstanding shares of iTurf's common stock entitled to
vote, except that approval of the provision regarding the loss of voting rights
upon any transfer of the Class B common stock also requires the affirmative vote
of 75% of the outstanding shares of iTurf's Class B common stock entitled to
vote, voting as a separate class.

    PROPOSAL TO AMEND ITURF'S 1999 AMENDED AND RESTATED STOCK INCENTIVE PLAN

    iTurf's 1999 Amended and Restated Stock Incentive Plan was initially adopted
by iTurf's board of directors and sole stockholder in January 1999. On
August 16, 2000, the iTurf board of directors approved an amendment to the stock
incentive plan, to be effective upon iTurf stockholder approval, that would
provide that the number of shares available for issuance under that plan will
automatically increase on the first day of each of calendar years 2001 and 2002
by an amount equal to four percent of the total number of shares of iTurf's
Class A common stock outstanding on the last day of the immediately preceding
calendar year, or a lesser amount determined by iTurf's board of directors. No
automatic increase may exceed 1,750,000 shares.

    The following description of iTurf's 1999 Amended and Restated Stock
Incentive Plan, which gives effect to the proposed amendment, is a summary of
the principal provisions of that plan and is qualified in its entirety by
reference to that plan, a copy, as proposed to be amended, of which is included
as Annex E to this Joint Proxy Statement/Prospectus.

    PURPOSE.  The purpose of the stock incentive plan is to increase the
profitability and value of iTurf by enabling it to offer stock-based and other
equity interests in iTurf to employees, consultants and non-employee directors
to raise the level of stock ownership by these persons, thereby:

    --  enhancing iTurf's ability to attract, retain and reward these
       individuals; and

    --  strengthening the mutuality of interest between these individuals and
       iTurf's stockholders.

    ADMINISTRATION.  The stock incentive plan is administered by the
compensation committee of iTurf's board of directors. This committee is intended
to be comprised solely of two or more directors who qualify as "outside
directors" under Section 162(m) of the Internal Revenue Code of 1986 and
"non-employee directors" under Rule 16b-3 of the Securities Exchange Act of
1934. The compensation committee has authority and discretion to determine those
employees and consultants of iTurf and its subsidiaries eligible to receive
awards and the amount and type of awards.

    AVAILABLE SHARES AND OTHER UNITS.

    --  MAXIMUM NUMBER OF SHARES AVAILABLE UNDER THE PLAN.  A maximum of
       4,050,000 shares of Class A common stock, subject to adjustment, may be
       issued or used for reference purposes with respect to stock appreciation
       rights under the plan. If the amendment to the stock incentive plan is
       approved, the number of shares available for issuance under the plan will
       also be subject to an automatic increase, on the first day of each of
       2001 and 2002, not to exceed four percent of the number of shares of
       Class A common stock outstanding on the last day of each of 2000 and
       2001, respectively. No automatic increase may exceed 1,750,000 shares.

                                       97
<PAGE>
    --  INDIVIDUAL LIMITS UNDER THE PLAN.  The maximum number of shares of
       Class A common stock subject to each stock option or stock appreciation
       right that may be granted to any individual under the plan is 750,000 for
       each of iTurf's fiscal years during the term of the plan. If a stock
       appreciation right is granted in tandem with a stock option, it will
       apply against the individual limits for both stock options and stock
       appreciation rights, but only once against the maximum number of shares
       available under the plan.

    --  TERMINATION, CANCELLATION OR EXPIRATION OF AN AWARD.  The unissued
       shares of Class A common stock subject to terminated, cancelled or
       expired awards will again be available for awards under the plan, but
       will count against the individual specified limits for the applicable
       fiscal year.

    --  CHANGE IN ITURF'S BUSINESS OR CAPITAL STRUCTURE.  The compensation
       committee may make appropriate adjustments to the number and kind of
       shares available for awards and the terms of outstanding awards under the
       plan to reflect any change affecting iTurf's capital structure or
       business.

    TYPES OF AWARDS.  The stock incentive plan provides for the grant of any or
all of the types of awards listed below to eligible employees and consultants of
iTurf and its subsidiaries. In addition, the plan provides for one-time,
non-discretionary awards of stock options to non-employee directors of iTurf.
Awards may be granted singly, in combination, or in tandem, as determined by the
compensation committee.

    STOCK OPTIONS.  The compensation committee may grant awards in the form of
options to purchase shares of iTurf's Class A common stock. In general, the
following apply to all options granted:

    --  options may be in the form of incentive stock options or non-qualified
       stock options;

    --  consultants are not eligible to receive incentive stock options;

    --  the compensation committee will determine the number of shares subject
       to each option, the term of the option, the exercise price per share of
       stock covered by the option, the vesting schedule and the other material
       terms of the option;

    --  the term of an incentive stock option may not exceed ten years, but the
       term of an incentive stock option granted to a 10% stockholder of iTurf
       may not exceed five years;

    --  no option may be granted to a 10% stockholder of iTurf at less than 110%
       of fair market value, except for modifications of the option deemed a new
       issuance under the Internal Revenue Code;

    --  the option price may be paid by a participant in cash, in shares of
       Class A common stock owned by the participant free and clear of any liens
       and encumbrances, in shares of restricted stock under the stock incentive
       plan valued at the fair market value on the payment date as determined by
       the compensation committee, or by a reduction in the number of shares of
       Class A common stock issuable upon exercise of the option with approval
       of the compensation committee; and

    --  options under the stock incentive plan are subject to acceleration of
       vesting or immediate termination upon termination of employment in
       limited circumstances.

    In addition, if shares of Class A common stock are exchanged by a
participant as full or partial payment to iTurf, or for payment of withholding
taxes, in connection with the exercise of a stock option or the number of shares
of Class A common stock otherwise deliverable is reduced for payment of
withholding taxes, the exchanged or reduced shares will again be available under
the stock incentive plan.

                                       98
<PAGE>
    RESTRICTED STOCK.  The stock incentive plan authorizes the compensation
committee to award shares of stock that are deemed restricted pursuant to the
stock incentive plan to employees and consultants of iTurf and its subsidiaries.
Restricted stock under the stock incentive plan is subject to the conditions and
restrictions generally applicable to restricted stock, and those specifically
provided in the recipient's restricted stock award agreement. In general:

    --  unless otherwise determined by the compensation committee at grant,
       payment of dividends, if any, will be deferred until the date that the
       relevant share of restricted stock vests; and

    --  recipients of restricted stock are required to enter into a restricted
       stock award agreement with iTurf that states the restrictions on the
       shares and the date or criteria on which the restrictions will lapse. The
       compensation committee may provide for the lapse of the restrictions in
       installments, or may accelerate or waive the restrictions.

    Upon the award of restricted stock, the recipient has all the rights of a
stockholder with respect to the shares, unless otherwise specified by the
compensation committee at the time of grant.

    STOCK APPRECIATION RIGHTS.  The stock incentive plan authorizes the
compensation committee to grant stock appreciation rights either in tandem with
a stock option, called tandem stock appreciation rights, or independent of a
stock option, referred to as non-tandem stock appreciation rights, to employees
and consultants of iTurf. A stock appreciation right is a right to receive a
payment either in cash or Class A common stock. In general:

    --  Payments on stock appreciation rights shall be equal in value to the
       excess of the fair market value of a share of Class A common stock on the
       date of exercise over the reference price per share of Class A common
       stock established in connection with the grant of the stock appreciation
       right. The reference price per share covered by a stock appreciation
       right will be the per share exercise price of the related option in the
       case of a tandem stock appreciation right and will be the per share fair
       market value of the Class A common stock on the date of grant in the case
       of a non-tandem stock appreciation right.

    --  Stock appreciation rights are subject to the same exceptions that apply
       to stock options.

    Stock appreciation rights issued in tandem with a stock option generally:

    --  may be granted at the time of the grant of the related stock option or,
       if the related stock option is a non-qualified stock option, at any time
       thereafter during the term of the stock option;

    --  may be exercised at and only at the times and to the extent the related
       stock option is exercisable;

    --  are exercised by surrendering the same portion of the related option;

    --  expire upon the termination of the related stock option; and

    --  will not be granted to consultants in connection with all or part of an
       incentive stock option.

    Stock appreciation rights not issued in tandem with a stock option
generally:

    --  will be exercisable as provided by the compensation committee;

    --  will have terms and conditions as the compensation committee may
       determine;

    --  may have a term no longer than 10 years from their date of grant; and

    --  are subject to acceleration of vesting or immediate termination upon
       termination of employment.

                                       99
<PAGE>
    AWARDS TO NON-EMPLOYEE DIRECTORS.  iTurf's non-employee directors are
eligible for option grants in some circumstances.

    CHANGE OF CONTROL.  Unless determined by the compensation committee at the
time of grant, generally upon a change of control of iTurf, all vesting and
forfeiture conditions, restrictions and limitations in effect with respect to
any outstanding award made under the stock incentive plan will immediately
lapse, and any unvested awards will automatically become 100% vested. However,
stock options will not be accelerated upon a change of control of iTurf if the
compensation committee deems it reasonable. In that case, options may be assumed
by the controlling entity or new rights substituted therefor by the controlling
entity. The compensation committee may also provide for accelerated vesting of
an award, other than a grant to non-employee directors, upon a termination of
employment during the 180-day period prior to a change of control of iTurf.

    FEDERAL INCOME TAX CONSEQUENCES.  The rules concerning the federal income
tax consequences with respect to options granted and to be granted pursuant to
the stock incentive plan are quite technical. Moreover, the applicable statutory
provisions are subject to change, as are their interpretations and applications,
which may vary in individual circumstances. Therefore, the following is designed
to provide a general understanding of the federal income tax consequences. In
addition, the following discussion does not set forth any gift, estate, social
security or state or local tax consequences that may be applicable and is
limited to the U.S. federal income tax consequences to individuals who are
citizens or residents of the U.S., other than those individuals who are taxed on
a residence basis in a foreign country.

    --  INCENTIVE STOCK OPTIONS.  In general, an employee will not realize
       taxable income upon either the grant or the exercise of an incentive
       stock option, and iTurf will not realize an income tax deduction at
       either of these times. In general, however, for purposes of the
       alternative minimum tax, the excess of the fair market value of the
       shares of common stock acquired upon exercise of an incentive stock
       option, determined at the time of exercise, over the exercise price of
       the incentive stock option will be considered income. If the recipient
       does not sell the common stock received pursuant to the exercise of the
       incentive stock option within either (1) two years after the date of
       grant or (2) one year after the date of exercise, a subsequent sale of
       the common stock will result in long-term capital gain or loss to the
       recipient and will not result in an income tax deduction to iTurf.
       Capital gains rates may be reduced in the case of a longer holding
       period.

        If the recipient disposes of the common stock acquired upon exercise of
       the incentive stock option within either of the above-mentioned time
       periods, the recipient will generally realize as ordinary income an
       amount equal to the lesser of (1) the fair market value of the common
       stock on the date of exercise over the exercise price and (2) the amount
       realized upon disposition over the exercise price. In that event, iTurf
       generally will be entitled to an income tax deduction equal to the amount
       recognized as ordinary income. Any gain in excess of that amount realized
       by the recipient as ordinary income would be taxed at the rates
       applicable to short-term or long-term capital gains, depending on the
       holding period.

    --  NON-QUALIFIED STOCK OPTIONS.  A recipient will not realize any taxable
       income upon the grant of a non-qualified stock option, and iTurf will not
       receive an income tax deduction at the time of grant unless the option
       has a readily ascertainable fair market value at the time of grant, as
       determined under applicable tax law. Upon exercise of a non-qualified
       stock option, the recipient generally will realize ordinary income in an
       amount equal to the excess of the fair market value of the common stock
       on the date of exercise over the exercise price. Upon a subsequent sale
       of the common stock by the recipient, the recipient will recognize
       short-term or long-term capital gain or loss depending upon his or her
       holding period. iTurf will generally

                                      100
<PAGE>
       be allowed an income tax deduction equal to the amount recognized by the
       recipient as ordinary income.

    --  ALL OPTIONS. With regard to both incentive stock options and
       non-qualified stock options, the following also apply:

       -   any of iTurf's officers and directors subject to Section 16(b) of the
           Securities Exchange Act of 1934 may be subject to special tax rules
           regarding the income tax consequences concerning their non-qualified
           stock options;

       -   any entitlement to an income tax deduction on iTurf's part is subject
           to the applicable tax rules, including Section 162(m) of the Internal
           Revenue Code of 1986 regarding a $1,000,000 limitation on deductible
           compensation; and

       -   in the event that the exercisability or vesting of any award is
           accelerated because of a change of control, payments relating to the
           awards, or a portion thereof, either alone or together with certain
           other payments, may constitute parachute payments under Section 280G
           of the Internal Revenue Code, which excess amounts may be subject to
           excise taxes.

      In general, Section 162(m) of the Internal Revenue Code denies a publicly
      held corporation a deduction for federal income tax purposes for
      compensation in excess of $1,000,000 per year per person to its chief
      executive officer and four other executive officers whose compensation is
      disclosed in its proxy statement, subject to exceptions. Options will
      generally qualify under one of these exceptions if they are granted under
      a plan that states the maximum number of shares with respect to which
      options may be granted to any recipient during a specified period and the
      plan under which the options are granted is approved by stockholders and
      is administered by a compensation committee comprised of outside
      directors. iTurf's stock incentive plan is intended to satisfy these
      requirements with respect to options.

    The iTurf board of directors recommends a vote "FOR" the amendment to
iTurf's 1999 Amended and Restated Stock Incentive Plan. Approval of the
amendment to iTurf's 1999 Amended and Restated Stock Incentive Plan requires the
affirmative vote of a majority of the outstanding shares of iTurf's common stock
present in person or by proxy at iTurf's special meeting.

                      PROPOSAL TO ELECT DIRECTORS OF ITURF

    There are currently eight seats on the iTurf board of directors, with no
vacancies. The iTurf board is divided into three classes of directors, Class A,
B and C, with terms expiring in successive years. The terms of the two current
Class A directors, Christopher C. Edgar and Evan Guillemin, will expire at
iTurf's special meeting, and the iTurf board has nominated Messrs. Edgar and
Guillemin for reelection with terms to expire in 2003. The terms of the current
Class B directors, Thomas R. Evans, Timothy U. Nye and Beth Vanderslice, expire
in 2001 and the terms of the current Class C directors, Stephen I. Kahn, Bruce
Nelson and Douglas R. Platt, expire in 2002. For information on the two
nominees, see "Executive Officers and Directors of iTurf."

    Each nominee has consented to being named as a nominee in this Joint Proxy
Statement/ Prospectus and to serve if elected. However, if any of the nominees
should become unable to serve as a director for any reason, votes will be cast
instead for a substitute nominee designated by the iTurf board of directors or,
if none is so designated, will be cast according to the judgment of the person
or persons voting the proxy.

    The iTurf board of directors recommends a vote "FOR" the election of the two
nominees named above as directors of iTurf. Their election requires a plurality
of the votes cast at iTurf's special meeting.

                                      101
<PAGE>
    In the merger agreement, iTurf has agreed to use its best efforts to cause
four individuals nominated by dELiA*s to be elected, as soon as practicable
after the effective time of the merger, to the board of directors of iTurf and,
subject to the restrictions contained in iTurf's Second Restated Certificate of
Incorporation, to be apportioned among the respective classes of the iTurf board
of directors in the manner designated by dELiA*s. iTurf's bylaws provide that
the iTurf board has the authority to increase the size of the board and to fill
the vacancies created by a majority vote of the board. dELiA*s intends to
designate Clare R. Copeland, S. Roger Horchow, Geraldine Karetsky and Joseph J.
Pinto for election to the iTurf board.

    Following consummation of the merger, provided that the two nominees named
above are elected to the iTurf board of directors at iTurf's special meeting,
the size of the iTurf board is increased from eight to 12 and the four dELiA*s
nominees are elected to fill those vacancies, the iTurf board will consist of
the following directors:

<TABLE>
<CAPTION>
      CLASS A DIRECTORS              CLASS B DIRECTORS              CLASS C DIRECTORS
   (TERMS EXPIRE IN 2003)         (TERMS EXPIRE IN 2001)         (TERMS EXPIRE IN 2002)
-----------------------------  -----------------------------  -----------------------------
<S>                            <C>                            <C>
    Christopher C. Edgar*             Thomas R. Evans                Stephen I. Kahn
       Evan Guillemin*                Timothy U. Nye                  Bruce Nelson
     Clare R. Copeland**             Beth Vanderslice               Douglas R. Platt
      Joseph J. Pinto**            Geraldine Karetsky**            S. Roger Horchow**
</TABLE>

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

*   Directors nominated for re-election at iTurf's special meeting.

**  Directors of dELiA*s to be elected by the iTurf board.

                                      102
<PAGE>
                   EXECUTIVE OFFICERS AND DIRECTORS OF ITURF

    The executive officers and directors of iTurf are as follows:

<TABLE>
<CAPTION>
NAME                                          AGE                       POSITION
----                                        --------   ------------------------------------------
<S>                                         <C>        <C>
Stephen I. Kahn...........................     35      President, Chief Executive Officer and
                                                       Chairman of the Board

Christopher C. Edgar......................     35      Vice President and Director

Thomas R. Evans (1)(2)....................     46      Director

Evan Guillemin............................     35      Vice President and Director

Bruce Nelson..............................     48      Senior Creative Executive and Director

Timothy U. Nye............................     34      Director

Douglas R. Platt..........................     36      Director

Beth Vanderslice (1)(2)...................     36      Director

Renny Gleeson.............................     31      Senior Vice President--Marketing

Dennis Goldstein..........................     35      Chief Financial Officer and Treasurer

Aurelian Lis..............................     31      Chief Operating Officer--Commerce

Alex S. Navarro...........................     31      Chief Strategy Officer, General Counsel
                                                       and Secretary

Oliver Sharp, Ph.D........................     33      Chief Technology Officer
</TABLE>

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

(1) Member of Audit Committee.

(2) Member of Compensation Committee.

    STEPHEN I. KAHN has served as Chairman of the board of directors, President
and Chief Executive Officer of iTurf since its incorporation in 1997. He has
served as Chairman of the board of directors and Chief Executive Officer of
dELiA*s since October 1996, and also served as its President until March 1999.
He was the President and Chief Executive Officer of Delia's LLC, the predecessor
of dELiA*s, and a member of the board of managers of Delia's LLC from the time
he co-founded its business in 1993 until October 1996. Mr. Kahn is a director of
Danier Leather Inc., a publicly-traded integrated designer, manufacturer and
retailer of high-quality, high-fashion leather and suede clothing.

    CHRISTOPHER C. EDGAR has served as a Vice President and as a member of the
board of directors of iTurf since iTurf's incorporation in 1997. Mr. Edgar has
served as Executive Vice President, Chief Operating Officer and a director of
dELiA*s since October 1996, and was elected Vice Chairman of its board of
directors in March 1999. He was previously Executive Vice President of Delia's
LLC and a member of the board of managers of Delia's LLC from the time he
co-founded its business in 1993.

    THOMAS R. EVANS has served as a director of iTurf since the completion of
its initial public offering. He has served as Chairman of the board and Chief
Executive Officer of Official Payments Corp., a leading provider of electronic
payment options to government entities, since August 1999. Mr. Evans served as
the Chief Executive Officer and President of Geocities, the world's largest and
one of the fastest-growing communities of personal Web sites on the Internet,
from April 1998 to May 1999. From 1991 to April 1998, Mr. Evans served as
President and Publisher of U.S. NEWS & WORLD REPORT, a magazine that reports on
domestic and international current events. From January 1997 to April 1998,
Mr. Evans also served as President and Publisher of THE ATLANTIC MONTHLY, a
magazine that features articles on art, literature, politics and technology. In
addition, from May 1995 to April 1998, Mr. Evans served as President and
Publisher of Fast Company, a magazine that showcases business people and ideas.

                                      103
<PAGE>
    EVAN GUILLEMIN has served as a Vice President of iTurf since January 1999
and joined the board of directors of iTurf in January 1999. Mr. Guillemin
previously served as Chief Financial Officer of iTurf from 1997 to 1999. From
July 1996 until recently, Mr. Guillemin served as Chief Financial Officer and
Treasurer of dELiA*s. In March 1999, he was also elected its President. Prior to
joining dELiA*s he was employed by K-III Communications Corporation, a media
investment company, first as an associate and later as a director of
acquisitions.

    BRUCE NELSON has served as a director and senior creative executive of iTurf
since 1999. From 1998 to 1999, he worked for Young & Rubicam Inc., an
advertising agency, most recently as Vice Chairman. Prior to that position, he
worked for McCann-Erickson Worldwide, an advertising agency, for 19 years in a
variety of creative capacities. He is a director of Official Payments Corp., a
leading provider of electronic payment options to government entities.

    TIMOTHY U. NYE has served as a director of iTurf since May 2000. He has been
the chief executive officer or co-chief executive officer of Sunshine
Amalgamedia, Inc., a developer of multimedia content, since 1994. From 1994 to
1996, Mr. Nye was chief executive officer of SonicNet, an Internet music service
which he founded.

    DOUGLAS R. PLATT has served as a director of iTurf since May 2000. He has
been the chief executive officer of Prefer.com, Inc. or a predecessor entity, a
business-to-business focused e-commerce marketing company, since January 1999.
In 1999, he also served as a consultant to Daily Planet Catalog, a direct
marketing company that he previously served as President from 1988 to 1994 and
then managing director until January 1999. He also served as a consultant to E.
M. Warburg Pincus & Co., a financial firm, from November 1998 to February 1999.

    BETH VANDERSLICE has served as a director of iTurf since the completion of
iTurf's initial public offering. Ms. Vanderslice became Vice President, General
Manager of Lycos, Inc., a provider of Web navigational community and commerce
services, in 1999. From 1995 to 1999, Ms. Vanderslice worked for Wired
Ventures, Inc., a provider of Web-based products and services, including Hot
Bot, Hot Wired and Wired News, as Vice President of Marketing and then
President.

    RENNY GLEESON has served as Senior Vice President--Marketing of iTurf since
January 1999. Prior to joining iTurf, Mr. Gleeson served as Creative Director of
Darwin Digital, the interactive advertising unit of Saatchi and Saatchi
Advertising, from 1997 until 1999. From 1996 to 1997, he was the Art Director
for CyberSites, Inc., a developer of CD-ROMs and on-line games. From 1994 to
1996, he was the studio manager for the Robert Gober Company, a contemporary
sculpture firm.

    DENNIS GOLDSTEIN has served as Chief Financial Officer and Treasurer of
iTurf since January 1999 and recently assumed responsibility for the operations
of iTurf's content sites other than iTurf.com. Prior to joining iTurf,
Mr. Goldstein was the Vice President for Corporate Development of Paulaur
Corporation, a manufacturing firm. From 1992 to 1997, he worked in a variety of
capacities for Boston Consulting Group, Inc., a management consulting firm.

    AURELIAN LIS was recently appointed Chief Operating Officer--Commerce. He
previously served as Senior Vice President of Strategy for iTurf from 1999 to
2000. Prior to joining iTurf, Mr. Lis worked for Unilever PLC in a variety of
strategic and operational sales capacities from 1993 to 1999.

    ALEX S. NAVARRO has served as Chief Strategy Officer, General Counsel and
Secretary of iTurf since May 2000. He previously served as Chief Operating
Officer from January 1999 to May 2000 and Senior Vice President in charge of
iTurf's operations from December 1997 to December 1998. Mr. Navarro served as
Senior Vice President-Development and Legal Affairs, General Counsel and
Secretary of dELiA*s from April 1997 to July 1999, and since July 1999 has
served as its Counselor at Law. From 1994 to 1997, Mr. Navarro was associated
with the law firm of Proskauer Rose LLP.

    OLIVER SHARP, PH.D. has served as Chief Technology Officer of iTurf since
February 1999. He also oversees the operation of the recently launched
iTurf.com. He previously worked for Microsoft

                                      104
<PAGE>
Corporation, a computer software company. He held a variety of positions with
Microsoft, and most recently was the assistant to the chief executive officer's
technical assistant. From 1995 to 1996, he was a principal in Colusa Software, a
software development firm, which was subsequently acquired by Microsoft. From
1989 to 1995, he was a researcher in the physics department of Lawrence
Livermore National Laboratory.

MEETINGS OF THE BOARD OF DIRECTORS OF ITURF

    During fiscal 1999, iTurf's board of directors held six meetings. Each
member of the iTurf board was present at each meeting.

COMMITTEES OF THE BOARD OF DIRECTORS OF ITURF

    AUDIT COMMITTEE.  The audit committee, which is comprised of Thomas R. Evans
and Beth Vanderslice, makes recommendations concerning the engagement of
independent public accountants, reviews with the independent public accountants
the plans and results of the audit engagement, approves professional services
provided by the independent public accountants, reviews the independence of the
independent public accountants, considers the range of audit and non-audit fees
and reviews the adequacy of iTurf's internal accounting controls. The audit
committee did not meet during fiscal 1999 because the committee was formed after
the preparation of iTurf's financial statements for fiscal 1998 had been
completed.

    COMPENSATION COMMITTEE.  The compensation committee is comprised of Thomas
R. Evans and Beth Vanderslice. The compensation committee approves the salaries
and other benefits of iTurf's executive officers and is authorized to administer
iTurf's compensation plans. In addition, the compensation committee is
authorized to consult with iTurf's management regarding iTurf's pension and
other benefit plans and compensation policies and practices. The compensation
committee did not meet during fiscal 1999 because compensation for fiscal 1999
was determined prior to iTurf's initial public offering in April 1999 before the
compensation committee was formed.

COMPENSATION OF DIRECTORS OF ITURF

    Non-employee directors of iTurf are paid $2,000 for each board of directors
meeting attended and are entitled to reimbursement of all reasonable
out-of-pocket expenses incurred in connection with their attendance at full
board and board committee meetings.

    Under iTurf's stock incentive plan, each non-employee director is granted an
option to purchase 50,000 shares of Class A common stock with an exercise price
equal to the fair market value of the Class A common stock on the date of grant.
All options granted to non-employee directors become exercisable with respect to
12.5% of the covered shares on each of the first eight six-month anniversaries
of the date of grant, assuming the non-employee director is a director on those
dates. Those options generally will cease to be exercisable 10 years from the
date of grant. Upon a "change of control" of iTurf, all options that have not
yet expired will automatically become exercisable. Directors who are affiliates
of dELiA*s are not compensated for service as directors of iTurf, so long as
dELiA*s beneficially owns at least 20% of iTurf's outstanding voting securities.

    The iTurf board of directors has authorized special compensation for the
members of iTurf's special committee, consisting of $40,000 for the chairperson
of the special committee and $25,000 for each other committee member.

                                      105
<PAGE>
               BENEFICIAL OWNERSHIP OF VOTING SECURITIES OF ITURF

    The following table sets forth information as of August 21, 2000 with
respect to iTurf's common stock beneficially owned by (1) each person known by
iTurf to be the beneficial owner of more than five percent of the outstanding
shares of iTurf's common stock, (2) each director individually, (3) each named
executive officer individually and (4) all executive officers and directors as a
group.

<TABLE>
<CAPTION>
                                                                                                             SHARES OF DELIA*S
                                      SHARES OF ITURF'S CLASS A           SHARES OF ITURF'S CLASS B             COMMON STOCK
                                               COMMON                     COMMON STOCK BENEFICIALLY             BENEFICIALLY
                                       BENEFICIALLY OWNED (1)                     OWNED (1)                      OWNED (1)
                                  ---------------------------------   ----------------------------------   ----------------------
                                              PERCENTAGE    VOTING                 PERCENTAGE    VOTING                PERCENTAGE
                                   NUMBER       OWNED      POWER(2)     NUMBER       OWNED      POWER(2)    NUMBER       OWNED
                                  ---------   ----------   --------   ----------   ----------   --------   ---------   ----------
<S>                               <C>         <C>          <C>        <C>          <C>          <C>        <C>         <C>
5% STOCKHOLDERS
Stephen I. Kahn (3).............    381,563       3.1%         *      11,425,000       100%       87.6%    5,997,670      36.9%
One Battery Park Plaza
New York, NY 10004

dELiA*s Inc.....................      1,136         *          *      11,425,000       100%       87.6%           --        --
435 Hudson Street
New York, NY 10014

Geraldine Karetsky (4)..........         --        --         --              --        --          --       978,098       6.0%
1660 Silverking Drive
Aspen, CO 81611

Munder Capital Mgmt. (5)........    635,050       7.4%         *              --        --          --            --        --
Munder Capital Center
480 Pierce Street
Suite 300
P.O. Box 3043
Birmingham, MI 48012-3043

OTHER DIRECTORS AND NAMED
  EXECUTIVE OFFICERS:
Oliver Sharp....................    139,375       1.4%         *              --        --          --            --        --
Dennis Goldstein (6)............    126,813       1.3%         *              --        --          --           500         *
Alex S. Navarro.................     92,844         *          *              --        --          --            --        --
Christopher C. Edgar............     58,125         *          *              --        --          --       528,663       3.3%
Evan Guillemin..................     58,125         *          *              --        --          --         8,942         *
Renny Gleeson...................     72,375         *          *              --        --          --            --        --
Thomas R. Evans.................     25,000         *          *              --        --          --            --        --
Beth Vanderslice................     25,000         *          *              --        --          --            --        --
Bruce Nelson....................     25,000         *          *              --        --          --            --        --
Timothy U. Nye..................         --        --         --              --        --          --            --        --
Douglas R. Platt................         --        --         --              --        --          --            --        --
Directors and executive officers
  as a group (13 persons).......  1,035,370      10.7%       1.3%     11,425,000       100%       87.6%    6,535,775      40.3%
</TABLE>

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

*   Less than 1%.

(1) Shares that an individual or group has the right to acquire within 60 days
    of August 21, 2000 pursuant to the exercise of options, warrants or
    conversion privileges are deemed to be outstanding for the purpose of
    computing the percentage ownership of that person or group, but are not
    deemed outstanding for the purpose of computing the percentage ownership of
    any other person listed in this table. All shares of restricted iTurf common
    stock, whether vested or unvested, are deemed outstanding for purposes of
    determining the number of iTurf shares held by each stockholder listed above
    and the percentage beneficially owned. All vested and unvested shares of
    restricted iTurf common stock may be freely voted by the holder, but only
    vested shares are transferable. Unvested restricted shares of dELiA*s common
    stock are excluded from the number

                                      106
<PAGE>
    of shares held by each stockholder listed above but are included in the
    total number of shares outstanding for purposes of determining percentage of
    beneficial ownership. Unvested shares of restricted dELiA*s common stock may
    not be transferred and are subject to a proxy, covering these shares of
    restricted stock until vested, requiring dELiA*s to vote these shares
    proportionately with all votes actually cast in any stockholder vote.

(2) Voting power reflects the fact that each share of Class B common stock is
    entitled to six votes, while each share of Class A common stock is entitled
    to one vote.

(3) Mr. Kahn is chairman of iTurf's board of directors and its president and
    chief executive officer. Mr. Kahn is also the chief executive officer and
    chairman of the board of dELiA*s. As such, he may be deemed to share voting
    power with respect to all the shares of iTurf's common stock owned by
    dELiA*s. Mr. Kahn expressly disclaims beneficial ownership of these shares,
    except to the extent of his pecuniary interest therein. Shares of dELiA*s
    common stock beneficially owned by Mr. Kahn include (a) 2,997,845 shares
    that Mr. Kahn has the sole power to vote and shared power to restrict
    distribution of pursuant to a stockholders agreement and (b) 40,000 shares
    held in trust for the benefit of his children.

(4) Includes 970,742 shares of common stock of dELiA*s owned by Ms. Karetsky as
    trustee for the Geraldine Karetsky 2000 Trust, and 7,356 shares of common
    stock of dELiA*s owned by Ms. Karetsky as trustee for the Ruth Kahn Trust
    f/b/o Sidney Kahn. Ms. Karetsky shares power to dispose of these shares. All
    the shares of dELiA*s common stock held by Ms. Karetsky are subject to a
    stockholders agreement pursuant to which Stephen I. Kahn has sole power to
    vote these shares.

(5) Based on a Schedule 13G filed with the Securities and Exchange Commission on
    February 15, 2000. Munder Capital Management is the beneficial owner of
    these shares on behalf of the Munder Net Fund, an investment company that is
    registered under the Investment Company Act of 1940 and which has the right
    to receive and the power to direct the receipt of dividends from, or the
    proceeds of the sale of, these shares.

(6) Shares of iTurf's Class A common stock beneficially owned by Mr. Goldstein
    include 10,000 shares which Mr. Goldstein's spouse owns.

                                      107
<PAGE>
              BENEFICIAL OWNERSHIP OF VOTING SECURITIES OF DELIA*S

    The following table sets forth information as of August 21, 2000 with
respect to dELiA*s common stock beneficially owned by (1) each person known by
dELiA*s to be the beneficial owner of more than five percent of the outstanding
shares of its common stock, (2) each director individually, (3) each named
executive officer individually and (4) all executive officers and directors as a
group.

<TABLE>
<CAPTION>
                                                                 SHARES OF DELIA*S
                                                                   COMMON STOCK
                                                              BENEFICIALLY OWNED (1)
                                                              -----------------------
                                                                           PERCENTAGE
                                                                NUMBER       OWNED
                                                              ----------   ----------
<S>                                                           <C>          <C>
5% STOCKHOLDERS
Stephen I. Kahn (2).........................................  5,997,670        36.9%
435 Hudson Street
New York, NY 10014
Geraldine Karetsky (3)......................................    978,098         6.0%
1660 Silverking Drive
Aspen, CO 81611

OTHER DIRECTORS AND NAMED EXECUTIVE OFFICERS:
Christopher C. Edgar........................................    528,663         3.3%
Evan Guillemin..............................................      8,942            *
Alex S. Navarro.............................................         --          --
Joseph J. Pinto (4).........................................     15,000            *
S. Roger Horchow............................................         --            *
Clare R. Copeland...........................................         --            *
Directors and executive officers as a group (16               6,555,275        40.4%
  individuals)..............................................
</TABLE>

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

*   Less than 1%.

(1) Shares that an individual or group has the right to acquire within 60 days
    of August 21, 2000 pursuant to the exercise of options, warrants or
    conversion privileges are deemed to be outstanding for the purpose of
    computing the percentage ownership of that person or group, but are not
    deemed outstanding for the purpose of computing the percentage ownership of
    any other person listed in this table. Unvested restricted shares of dELIA*s
    common stock are excluded from the number of shares held by each stockholder
    listed above but are included in the total number of shares outstanding for
    purposes of determining percentage of beneficial ownership. Unvested shares
    of restricted dELiA*s common stock may not be transferred and are subject to
    a proxy, covering these shares until vested, requiring dELiA*s to vote these
    shares proportionately with all votes actually cast in any stockholder vote.

(2) Includes (a) 2,959,825 shares of dELiA*s common stock directly owned by
    Mr. Kahn, (b) 2,997,845 shares of common stock as to which Mr. Kahn has the
    sole power to vote pursuant to a stockholders agreement and (c) 40,000
    shares of common stock held in trust for Mr. Kahn's children.

(3) Includes 970,742 shares of common stock owned by Ms. Karetsky as trustee for
    the Geraldine Karetsky 2000 Trust, and 7,356 shares of common stock owned by
    Ms. Karetsky as trustee for the Ruth Kahn Trust f/b/o Sidney Kahn.
    Ms. Karetsky shares power to dispose of these shares. All the shares of
    common stock held by Ms. Karetsky are subject to a stockholders agreement
    pursuant to which Stephen I. Kahn has sole power to vote these shares.

(4) Includes 15,000 shares of common stock owned by Mr. Pinto as trustee.
    Mr. Pinto has the power to dispose of and vote these shares.

                                      108
<PAGE>
FAMILY STOCKHOLDERS AGREEMENT

    Stephen I. Kahn, certain members of his family and other persons have
entered into a stockholders agreement with dELiA*s. This family stockholders
agreement gives Stephen I. Kahn the right to vote all the shares of dELiA*s
common stock owned by these family members and other persons on all matters that
come before dELiA*s stockholders. dELiA*s believes that these family members and
other persons, together with Mr. Kahn, collectively owned approximately 37% of
dELiA*s outstanding common stock entitled to vote on the merger as of
August 21, 2000. The family stockholders agreement will expire on December 18,
2006.

                                      109
<PAGE>
                        EXECUTIVE COMPENSATION OF ITURF

SUMMARY COMPENSATION TABLE

    The following table sets forth certain information concerning compensation
awarded to, earned by or paid to those persons who were, for fiscal 1999,
iTurf's Chief Executive Officer and its four most highly compensated executive
officers. None of these individuals received a bonus from iTurf in fiscal 1999
or fiscal 1998. Except as disclosed below, the aggregate value of all
perquisites and other personal benefits, securities or property did not exceed
10% of the total of annual salary for each named executive officer.

<TABLE>
<CAPTION>
                                                                            LONG-TERM
                                                                           COMPENSATION
                                                            ANNUAL      ------------------
                                                         COMPENSATION    SECURITIES UNDER
                                                         ------------   UNDERLYING OPTIONS    ALL OTHER
NAME AND PRINCIPAL POSITION                FISCAL YEAR    SALARY ($)           (#)           COMPENSATION
---------------------------                -----------   ------------   ------------------   ------------
<S>                                        <C>           <C>            <C>                  <C>
Stephen I. Kahn (1)......................     1999          $90,000            100,000          $16,739(2)
  Chairman of the Board, President            1998               --            503,125               --
  and Chief Executive Officer
Alex S. Navarro (3)......................     1999          115,077                 --               --
  Chief Strategy Officer                      1998               --            179,688               --
  and Secretary
Dennis Goldstein (4).....................     1999          131,731            215,625               --
  Chief Financial Officer                     1998               --                                  --
  and Treasurer
Oliver Sharp, Ph.D. (5)..................     1999          109,615            258,750           11,113(6)
  Chief Technology Officer
Renny Gleeson (7)........................     1999          100,000                 --               --
  Senior Vice President--Marketing            1998            2,692            143,750               --
</TABLE>

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

(1) This table does not include compensation paid to Mr. Kahn in his capacity as
    an officer of dELiA*s.

(2) Includes reimbursement for personal legal and accounting fees of $12,899 in
    accordance with the terms of Mr. Kahn's employment agreement.

(3) This table does not include compensation paid to Mr. Navarro in his capacity
    as an officer of dELiA*s.

(4) Mr. Goldstein joined iTurf on January 18, 1999.

(5) Dr. Sharp joined iTurf on March 9, 1999.

(6) Represents reimbursement for relocation costs.

(7) Mr. Gleeson joined iTurf on January 13, 1999.

                                      110
<PAGE>
OPTION GRANTS IN LAST FISCAL YEAR

    The following table sets forth certain information with respect to
individual grants of stock options made during fiscal 1999 to each of the named
executive officers who received stock option grants in that year. Unless
otherwise noted below, all options granted represent options to purchase shares
of iTurf's common stock. iTurf did not make any SAR grants in fiscal 1999.

<TABLE>
<CAPTION>
                                                                                                  POTENTIAL
                                                                                              REALIZABLE VALUE
                                                                                                 AT ASSUMED
                                                   PERCENT OF                                  ANNUAL RATES OF
                                     NUMBER OF       TOTAL                                       STOCK PRICE
                                    SECURITIES      OPTIONS                                   APPRECIATION FOR
                                    UNDERLYING     GRANTED TO     EXERCISE                     OPTION TERM (1)
                                      OPTIONS     EMPLOYEES IN   PRICE (PER   EXPIRATION   -----------------------
NAME                                GRANTED (#)   FISCAL YEAR      SHARE)        DATE          5%          10%
----                                -----------   ------------   ----------   ----------   ----------   ----------
<S>                                 <C>           <C>            <C>          <C>          <C>          <C>
Stephen I. Kahn...................    100,000          6.4%        $22.00       4/8/09     $1,383,568   $3,506,233
Oliver Sharp, Ph.D................    258,750         16.4          22.00       4/8/09      3,579,983    9,072,379
</TABLE>

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

(1) The assumed annual rates of appreciation of 5% and 10% would result in the
    price of a share of iTurf's Class A common stock increasing from $13.00 at
    January 29, 2000 to $21.18 and $33.72, respectively, over ten years.

FISCAL YEAR-END OPTION VALUES

    The following table presents certain information concerning unexercised
options held by the named executive officers as of January 29, 2000. None of the
named executive officers exercised options during fiscal 1999.

<TABLE>
<CAPTION>
                                                    NUMBER OF SECURITIES
                                                         UNDERLYING               VALUE OF UNEXERCISED
                                                         UNEXERCISED         IN-THE-MONEY OPTIONS AT FISCAL
                                                   OPTIONS AT FISCAL YEAR-              YEAR-END
                                                      END EXERCISABLE/                EXERCISABLE/
NAME                                                    UNEXERCISABLE                UNEXERCISABLE
----                                               -----------------------   ------------------------------
<S>                                                <C>                       <C>
Stephen I. Kahn..................................      75,391/ 527,734            $228,923/ $1,602,452
Alex S. Navarro..................................      22,462/ 157,226                 81,762/ 572,303
Dennis Goldstein.................................      47,918/ 167,707                174,422/ 610,453
Oliver Sharp, Ph.D...............................      57,500/ 201,250                            0/ 0
Renny Gleeson....................................      15,973/ 127,777                 58,141/ 465,108
</TABLE>

EMPLOYMENT AGREEMENTS AND CHANGE OF CONTROL ARRANGEMENTS

    In connection with iTurf's initial public offering, Messrs. Goldstein, Kahn,
Navarro and Sharp entered into three-year agreements with iTurf providing for
the continuation of their respective employment at minimum salaries of $125,000,
$100,000, $125,000 and $125,000, respectively, a year plus increases in salary
and bonuses as the iTurf board of directors may from time to time approve.
Effective January 30, 2000, the compensation committee of the iTurf board of
directors approved increases to $170,000, $170,000, $148,000 and $170,000,
respectively. If one of these executives dies or, as a result of disability, is
unable to perform substantially all his duties for a period of nine consecutive
months, iTurf may terminate his employment not earlier than 30 days and not
later than 90 days after the expiration of the nine-month period, in which event
the executive or his heirs or estate will be entitled to his salary for the
remainder of the term of the agreement.

    Under iTurf's stock incentive plan, the vesting of all employee stock
options will be accelerated in some circumstances upon changes of control of
iTurf. However, iTurf and dELiA*s have provided in the merger agreement that the
merger will not cause any accelerated vesting of options.

                                      111
<PAGE>
COMPENSATION COMMITTEE REPORT

    THE FOLLOWING REPORT OF THE COMPENSATION COMMITTEE OF ITURF'S BOARD OF
DIRECTORS DESCRIBES THE COMPENSATION POLICIES AND RATIONALES APPLICABLE TO
ITURF'S EXECUTIVE OFFICERS. HOWEVER, COMPENSATION PAID TO THESE EXECUTIVE
OFFICERS FOR FISCAL 1999 WAS DETERMINED BY ITURF'S MANAGEMENT PRIOR TO ITURF'S
INITIAL PUBLIC OFFERING IN APRIL 1999. THE INFORMATION CONTAINED IN THIS REPORT
SHALL NOT BE DEEMED TO BE "SOLICITING MATERIAL" OR TO BE "FILED" WITH THE
SECURITIES AND EXCHANGE COMMISSION, NOR SHALL THIS INFORMATION BE INCORPORATED
BY REFERENCE INTO ANY FUTURE FILING UNDER THE SECURITIES ACT OF 1933 OR THE
SECURITIES EXCHANGE ACT OF 1934, EXCEPT TO THE EXTENT THAT WE SPECIFICALLY
INCORPORATE IT BY REFERENCE INTO SUCH FILING.

    EXECUTIVE COMPENSATION POLICY.  iTurf's executive compensation policy is
designed to attract, motivate and retain the executive talent required to
develop and achieve iTurf's strategic and operating goals and to create a
mutuality of interest between executive officers and stockholders through
compensation structures that share the rewards and risks of strategic business
planning and implementation. This policy is manifested in an entrepreneurial
compensation model, heavily weighted towards incentive compensation. iTurf
believes this approach is appropriate and beneficial to the long-term interests
of its stockholders.

    BASE SALARIES.  In fiscal 1999, iTurf entered into substantially similar
employment agreements with Stephen I. Kahn, Chief Executive Officer, Dennis
Goldstein, Chief Financial officer, Alex S. Navarro, the then Chief Operating
Officer, General Counsel and Secretary, and Oliver Sharp, Chief Technology
Officer, that provided for guaranteed annual compensation of $100,000, $125,000,
$125,000 and $125,000, respectively, plus increases in salary and bonuses as the
iTurf board of directors may from time to time approve. Renny Gleeson, Senior
Vice President--Marketing was paid an annual salary of $100,000 in fiscal 1999.
Based on review of publicly-available information compiled by iTurf's
management, iTurf believes these compensation levels were substantially below
the salaries offered to executive officers of comparable public companies.

    The executives' employment agreements contemplate periodic review by the
iTurf board of directors. We expect that adjustments will be made in a manner
consistent with the attainment of individual goals and iTurf's overall operating
and financial performance. Effective, January 30, 2000, the compensation
committee approved salary increases for Messrs. Kahn, Goldstein, Navarro, Sharp
and Gleeson to $170,000, $170,000, $148,000, $170,000 and $123,000,
respectively. Based on review of publicly-available information compiled by
iTurf's management, iTurf believes these compensation levels were below, and in
some cases, still substantially below, the salaries offered to executive
officers of comparable public companies.

    BONUSES.  The employment agreements each provide for a discretionary bonus.
The compensation committee recommends the amount of any discretionary bonus to
be awarded, taking into account iTurf's operating results as well as such other
factors as the committee deems appropriate and in the best interests of iTurf
and its stockholders. No named executive officer received a discretionary cash
bonus during or in respect of fiscal 1999.

    BENEFITS.  All full-time, salaried employees are eligible for similar
benefits, such as health insurance.

    INCENTIVE COMPENSATION.  iTurf's policy is to provide its executive officers
with long-term incentive compensation primarily through grants of stock options.
Grants of options to purchase iTurf's common stock are recommended either by the
entire board of directors or the compensation committee. The options granted in
fiscal 1999 were approved by the full board of directors prior to iTurf's
initial public offering and prior to the formation of the compensation
committee.

    iTurf believes that stock options provide its executive officers with the
opportunity to purchase and maintain an equity interest in iTurf and to share in
the appreciation of the value of the stock. iTurf

                                      112
<PAGE>
believes that stock options directly motivate an executive to maximize long-term
stockholder value. The options also utilize vesting periods to encourage key
employees to continue in iTurf's employ. All options granted to executive
officers were granted at the fair market value of iTurf's common stock on the
date of grant.

    Option grants to iTurf's named executive officers in fiscal 1999 are set
forth elsewhere in this Joint Proxy Statement/Prospectus in the table captioned
"Option Grants in Last Fiscal Year," which is incorporated herein by reference.

    COMPENSATION OF THE CHIEF EXECUTIVE OFFICER.  As discussed under "Employment
Agreements and Change of Control Arrangements" and above, iTurf entered into an
employment agreement with Stephen I. Kahn during fiscal 1999, prior to iTurf's
initial public offering and the formation of the compensation committee.
Pursuant to this agreement, Mr. Kahn's base salary in fiscal 1999 was $100,000,
subject to adjustment by the iTurf board of directors and the award of cash
bonus recommended by the board of directors. As described above, Mr. Kahn's
salary was adjusted effective January 30, 2000 to $170,000. He was not awarded
any cash bonus during or in respect of fiscal 1998. The relatively low cash
compensation paid to Stephen I. Kahn, iTurf's Chief Executive Officer during
fiscal 1999, in comparison to compensation paid to chief executive officers of
comparable public companies, results from a combination of factors including:
the fact that Mr. Kahn receives compensation from dELiA*s in his capacity as
Chief Executive Officer of that company; his equity compensation; and his
request that he not receive higher compensation. Mr. Kahn and the committee
believe that, since Mr. Kahn is significantly incentivized by his equity
interest in iTurf and in dELiA*s, his interests and those of other stockholders
are aligned, and therefore it is more advantageous to him and iTurf's
stockholders for iTurf to use cash for enhancing its operating performance
rather than for providing additional compensation to the Chief Executive
Officer.

    Notwithstanding the foregoing, the committee intends to periodically review
and, if appropriate, adjust, Mr. Kahn's base salary and bonus awards in a manner
consistent with the attainment of individual goals and iTurf's overall operating
and financial performance.

                                          The Compensation Committee
                                          Thomas R. Evans
                                          Beth Vanderslice

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

    Prior to iTurf's initial public offering, its board of directors did not
have a compensation committee, and all compensation decisions relating to its
executive officers were made by the full board of directors. Since the closing
of iTurf's initial public offering, the compensation committee of its board of
directors has made all compensation decisions regarding iTurf's executive
officers. The compensation committee is comprised of Thomas R. Evans and Beth
Vanderslice. No interlocking relationship exists between the compensation
committee and the board of directors or compensation committee of any other
company, nor has any such interlocking relationships existed in the past.
Currently, Stephen I. Kahn serves on the compensation committee of dELiA*s board
of directors. Two executive officers of dELiA*s, Christopher C. Edgar and Evan
Guillemin, are members of iTurf's board of directors.

                                      113
<PAGE>
                               PERFORMANCE GRAPH

    THE FOLLOWING GRAPH AND RELATED DISCLOSURE INFORMATION SHALL NOT BE DEEMED
TO BE "SOLICITING MATERIAL" OR TO BE "FILED" WITH THE SECURITIES AND EXCHANGE
COMMISSION, NOR SHALL SUCH INFORMATION BE INCORPORATED BY REFERENCE INTO ANY
FUTURE FILING UNDER THE SECURITIES ACT OR THE SECURITIES EXCHANGE ACT, EXCEPT TO
THE EXTENT THAT ITURF SPECIFICALLY INCORPORATES IT BY REFERENCE INTO SUCH
FILING.

    The following performance graph compares the cumulative total return of
iTurf's Class A common stock, the Russell 2000 Index and a self-constructed peer
group consisting of four comparable companies--Theglobe.com, Inc., Bluefly,
Inc., iVillage Inc. and Earthweb Inc. Each case assumes a $100 investment on
April 9, 1999, the first day of public trading of iTurf's Class A common stock,
and reinvestment of any dividends.

EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC

<TABLE>
<CAPTION>
                                 CUMULATIVE TOTAL RETURN
<S>                              <C>                      <C>
                                           April 9, 1999  January 28, 2000
iTurf Inc. Class A Common Stock                  $100.00            $22.63
The Russell 2000 Index                           $100.00           $125.65
Peer Group                                       $100.00            $18.62
</TABLE>

      COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934

    Based solely on a review of the reports and representations furnished to
iTurf during fiscal 1999, iTurf believes that each of the persons required to
file reports under Section 16(a) of the Securities Exchange Act of 1934 filed
all required reports on a timely basis during that period except that
Mr. Nelson filed a report on Form 3 late.

                PROPOSAL TO RATIFY ITURF'S INDEPENDENT AUDITORS

    The iTurf board of directors has appointed Ernst & Young LLP as iTurf's
independent auditors for the fiscal year ending February 3, 2001 and recommends
that iTurf stockholders vote "FOR" the ratification of that appointment.

    A representative of Ernst & Young LLP will be present at iTurf's special
meeting and will be available to respond to appropriate questions and make any
statements that he or she may desire.

    The affirmative vote of a majority of the outstanding shares of iTurf's
common stock present in person or by proxy at iTurf's special meeting will be
required to ratify the appointment of Ernst & Young LLP as iTurf's independent
auditors.

                                      114
<PAGE>
                        PRO FORMA FINANCIAL INFORMATION

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION

    On August 16, 2000, iTurf and dELiA*s announced the signing of a definitive
agreement to merge dELiA*s and a wholly-owned subsidiary of iTurf. Under the
terms of the merger, each outstanding share of dELiA*s common stock will be
converted into the right to receive 1.715 Class A shares of iTurf. For purposes
of the discussions below, the combined entity is referred to as the "merged
company."

    Prior to the transaction, dELiA*s owns approximately 54% of iTurf and
consolidates iTurf's operating results and financial position in its
consolidated financial statements, with the outside ownership reflected as
minority interest. As a result of the merger, dELiA*s will become a wholly-
owned subsidiary of iTurf. However, because dELiA*s stockholders will own the
majority of the merged company stock, dELiA*s is deemed to be the acquirer for
accounting purposes and, accordingly, the merger will be accounted for as a
"reverse acquisition" of the approximately 46% minority interest of iTurf under
the purchase method of accounting. Under this method of accounting, the merged
company's historical results will be the same as dELiA*s historical results.

    The following Unaudited Pro Forma Condensed Consolidated Financial
Information gives pro forma effect to the merger by application of the pro forma
adjustments described in the accompanying notes. The Unaudited Pro Forma
Condensed Consolidated Balance Sheet as of April 29, 2000 gives effect to the
merger as if it occurred on that date.

    The Unaudited Pro Forma Condensed Consolidated Financial Information is
based, in part, on the following historical financial statements, which have
been previously filed with the Securities and Exchange Commission by iTurf or
dELiA*s and are included herein:

    - the audited Consolidated Financial Statements of iTurf as of and for the
      fiscal year ended January 29, 2000

    - the unaudited Consolidated Financial Statements of iTurf as of and for the
      thirteen weeks ended April 29, 2000

    - the audited Consolidated Financial Statements of dELiA*s as of and for the
      fiscal year ended January 29, 2000

    - the unaudited Consolidated Financial Statements of dELiA*s as of and for
      the thirteen weeks ended April 29, 2000

    The Unaudited Pro Forma Condensed Consolidated Statements of Operations for
the thirteen weeks ended April 29, 2000 and for the fiscal year ended
January 29, 2000 give effect to the merger as if it occurred on February 1, 1999
and include adjustments directly attributable to the merger and expected to have
a continuing impact on the merged company.

    The pro forma adjustments are based on preliminary estimates and certain
assumptions that iTurf and dELiA*s believe are reasonable under the
circumstances. The preliminary allocation of the purchase price to assets and
liabilities of iTurf reflects the assumption that assets and liabilities are
carried at historical amounts which approximate fair market value. The actual
allocation of the purchase price may differ from that reflected in the unaudited
pro forma financial statements after a more extensive review of the fair market
value of the assets and liabilities has been completed.

    Management has not included in the pro forma adjustments certain expected
cost savings estimated at approximately $650,000 relating to duplicative costs
of two separate public companies and related corporate expenses. In addition,
expected synergies and other savings in operating costs that are estimated to
total between $2 million and $3 million are not reflected. Such cost savings and
synergies

                                      115
<PAGE>
associated with the merged company are difficult to quantify and any such
savings may be partially offset by the cost of additional corporate
infrastructure to support the combined operation.

    The Unaudited Pro Forma Condensed Consolidated Financial Information and
related notes are provided for informational purposes only and are not
necessarily indicative of the consolidated financial position or results of
operations of the merged company as they may be in the future or as they might
have been had the merger been affected on the assumed dates. The Unaudited Pro
Forma Condensed Consolidated Financial Information should be read in conjunction
with the historical financial statements of dELiA*s and iTurf, and the related
notes thereto, which are included elsewhere in this Joint Proxy
Statement/Prospectus.

                                      116
<PAGE>
            UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
                                 APRIL 29, 2000
                                 (in thousands)

<TABLE>
<CAPTION>
                                                           DELIA*S          PRO FORMA
                                                          HISTORICAL       ADJUSTMENTS       PRO FORMA
                                                          ----------       -----------       ---------
<S>                                                       <C>              <C>               <C>
ASSETS
CURRENT ASSETS
  Cash and cash equivalents.............................   $ 19,407                          $ 19,407
  Short-term investments................................     26,599                            26,599
  Merchandise inventories...............................     26,581                            26,581
  Deferred tax assets...................................     14,488           (14,488)(f)          --
  Prepaid expenses and other current assets.............     14,462                            14,462
                                                           --------          --------        --------
    Total current assets................................    101,537           (14,488)         87,049

PROPERTY & EQUIPMENT, NET...............................     36,256            (1,625)(a)      34,631
LONG-TERM INVESTMENTS...................................      7,998              (430)(a)       7,568
INTANGIBLE AND OTHER ASSETS.............................     36,620           (13,118)(a)      23,502
                                                           --------          --------        --------
TOTAL ASSETS............................................   $182,411          $(29,661)       $152,750
                                                           ========          ========        ========

LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
  Accounts payable and accrued expenses.................   $ 18,536          $  4,000 (a)    $ 22,536
  Bank loan payable.....................................      3,000                             3,000
  Accrued restructuring.................................      1,436                             1,436
  Other current liabilities.............................      3,322                             3,322
                                                           --------          --------        --------
    Total current liabilities...........................     26,294             4,000          30,294

DEFERRED TAX LIABILITIES................................     25,871           (24,125)(a)          --
                                                                               (1,746)(f)

EXCESS OF NET ASSETS ACQUIRED OVER COST.................         --            38,105 (a)      38,105
LONG-TERM DEBT AND CAPITAL LEASES.......................      6,617                             6,617
OTHER LONG-TERM LIABILITIES.............................        318                               318
MINORITY INTEREST.......................................     46,295           (46,295)(a)          --
STOCKHOLDERS' EQUITY....................................     77,016            13,142 (a)      77,416
                                                                              (12,742)(f)
                                                           --------          --------        --------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY..............   $182,411          $(29,661)       $152,750
                                                           ========          ========        ========
</TABLE>

                                      117
<PAGE>
       UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
                       FISCAL YEAR ENDED JANUARY 29, 2000
                     (in thousands, except per share data)

<TABLE>
<CAPTION>
                                                             DELIA*S      PRO FORMA
                                                            HISTORICAL   ADJUSTMENTS       PRO FORMA
                                                            ----------   -----------       ---------
<S>                                                         <C>          <C>               <C>
NET REVENUES..............................................   $190,772                      $190,772

COST OF REVENUES..........................................    108,148                       108,148
                                                             --------                      --------

GROSS PROFIT..............................................     82,624                        82,624

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES..............    124,339       (10,570)(b)     113,769

RESTRUCTURING CHARGE......................................     23,668                        23,668

GAIN ON SUBSIDIARY IPO AND SALE OF SUBSIDIARY STOCK.......    (78,117)                      (78,117)

INTEREST INCOME, NET......................................     (2,429)          320 (c)      (2,109)

MINORITY INTEREST.........................................     (4,865)        4,865 (d)          --
                                                             --------      --------        --------

INCOME BEFORE TAXES.......................................     20,028        (5,385)         25,413

TAX PROVISION.............................................      9,070        (5,878)(e)       3,192
                                                             --------      --------        --------

NET INCOME................................................   $ 10,958      $(11,263)       $ 22,221
                                                             ========      ========        ========

BASIC NET INCOME PER SHARE................................   $   0.77                      $   0.76
                                                             ========                      ========

DILUTED NET INCOME PER SHARE..............................   $   0.71                      $   0.71
                                                             ========                      ========

SHARES USED IN THE CALCULATION OF BASIC NET INCOME PER
  SHARE...................................................     14,315        14,915 (g)      29,230
                                                             ========      ========        ========

SHARES USED IN THE CALCULATION OF DILUTED NET INCOME PER
  SHARE...................................................     15,380        16,103 (g)      31,483
                                                             ========      ========        ========
</TABLE>

                                      118
<PAGE>
       UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
                      THIRTEEN WEEKS ENDED APRIL 29, 2000
                     (in thousands, except per share data)

<TABLE>
<CAPTION>
                                                              DELIA*S      PRO FORMA
                                                             HISTORICAL   ADJUSTMENTS       PRO FORMA
                                                             ----------   -----------       ---------
<S>                                                          <C>          <C>               <C>
NET REVENUES...............................................   $ 49,057                      $ 49,057

COST OF REVENUES...........................................     25,792                        25,792
                                                              --------                      --------

GROSS PROFIT...............................................     23,265                        23,265

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES...............     39,003       (2,642)(b)       36,361

INTEREST INCOME, NET.......................................       (667)          80 (c)         (587)

MINORITY INTEREST..........................................     (3,901)       3,901 (d)           --
                                                              --------      -------         --------

LOSS BEFORE INCOME TAXES...................................    (11,170)      (1,339)         (12,509)

BENEFIT FOR INCOME TAXES...................................     (2,424)      (3,229)(e)       (5,653)
                                                              --------      -------         --------

NET LOSS...................................................   $ (8,746)     $ 1,890         $ (6,856)
                                                              ========      =======         ========

BASIC AND DILUTED NET LOSS PER SHARE.......................   $  (0.60)                     $  (0.21)
                                                              ========                      ========

SHARES USED IN THE CALCULATION OF BASIC AND DILUTED NET
  LOSS PER SHARE...........................................     14,503       18,762 (g)       33,265
                                                              ========      =======         ========
</TABLE>

                                      119
<PAGE>
NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(a) To record the effect of the reverse acquisition of the iTurf minority
    interest by dELiA*s:

<TABLE>
<CAPTION>
                                                              COMMON STOCK     OPTIONS
                                                              ------------   ------------
<S>                                                           <C>            <C>
iTurf shares/options outstanding at April 29, 2000..........   20,024,000       3,151,000
Less: iTurf shares owned by dELiA*s at April 29, 2000.......   11,426,000              --
                                                              -----------    ------------
iTurf shares/options acquired in merger.....................    8,598,000       3,151,000
Reciprocal of the exchange ratio utilized to convert dELiA*s
  shares to iTurf shares....................................       0.5831          0.5831
                                                              -----------    ------------
dELiA*s equivalent shares/options...........................    5,013,000       1,837,000
Less: shares representing the minority interest in iTurf's
  investment in dELiA*s.....................................      237,000              --
                                                              -----------    ------------
dELiA*s equivalent shares/options issued in merger..........    4,776,000       1,837,000
dELiA*s three day average closing share price with the date
  of the merger announcement as the midpoint/ Black-Scholes
  option valuation..........................................  $    2.5312    $     0.5733
                                                              -----------    ------------
Fair value of shares/options issued.........................  $12,089,000    $  1,053,000
</TABLE>

<TABLE>
<S>                                                               <C>
Total value of shares and options issued....................      $13,142,000
Estimated merger costs......................................        4,000,000
                                                                  -----------
Total purchase consideration................................      $17,142,000
                                                                  ===========
The preliminary allocation of the purchase consideration is
  as follows:
  Book value of iTurf's minority interest...................      $46,295,000
  Deferred tax liability....................................       24,125,000
  Property and equipment....................................       (1,625,000)
  Non-marketable investments................................         (430,000)
  Intangible and other assets...............................      (13,118,000)
  Negative goodwill.........................................      (38,105,000)
                                                                  -----------

  Total purchase consideration allocated....................      $17,142,000
                                                                  ===========
</TABLE>

The preliminary allocation of the purchase price to iTurf's acquired assets and
liabilities reflects the assumption that assets and liabilities are carried at
historical amounts which approximate fair market value. The actual allocation of
the purchase price may differ from that reflected in the unaudited pro forma
financial statements after a more extensive review of the fair market value of
the assets and liabilities has been completed.

(b) To adjust depreciation and amortization to reflect the balance sheet
    adjustments described in note (a) above. The adjustment assumes an estimated
    average five-year life for the depreciation, amortization and accretion of
    the property and equipment, intangible and other assets and goodwill.

(c) To record the interest effects of financing the merger transaction costs.

(d) To eliminate the benefit associated with the minority interest of iTurf.

(e) To adjust the pro forma tax provision (benefit) to reflect the estimated
    effect rate of the merged company.

(f) To record a reserve for dELiA*s net deferred tax asset.

                                      120
<PAGE>
(g) The calculation of the combined weighted average shares outstanding and
    basic and diluted earnings per share is as follows:

<TABLE>
<CAPTION>
                                                                                THIRTEEN WEEKS ENDED
                                                             FISCAL YEAR 1999      APRIL 29, 2000
                                                             ----------------   --------------------
   <S>                                                       <C>                <C>
   Basic:
   Weighted average shares outstanding--iTurf..............      17,005,000           19,818,000
   Weighted average shares outstanding--dELiA*s............      14,315,000           14,503,000
                                                                -----------          -----------
   Weighted average shares outstanding--combined...........      31,320,000           34,321,000
   Incremental shares from conversion of dELiA*s shares at
     the exchange ratio....................................      10,234,000           10,370,000
   Elimination of previously outstanding iTurf shares that
     become treasury shares in the merger..................     (12,324,000)         (11,426,000)
                                                                -----------          -----------
   Weighted average shares outstanding--basic..............      29,230,000           33,265,000
                                                                ===========          ===========
   Diluted:
   Weighted average shares outstanding--iTurf..............      17,005,000           19,818,000
   Weighted average shares outstanding--dELiA*s............      15,380,000           14,503,000
                                                                -----------          -----------
   Weighted average shares outstanding--combined...........      32,385,000           34,321,000
   Incremental shares from conversion of dELiA*s shares at
     the exchange ratio....................................      10,997,000           10,370,000
   Dilutive effect of iTurf options outstanding............         425,000                   --
   Elimination of previously outstanding iTurf shares that
     are in treasury after the merger......................     (12,324,000)         (11,426,000)
                                                                -----------          -----------
   Weighted average shares outstanding--diluted............      31,483,000           33,265,000
                                                                ===========          ===========
</TABLE>

                                      121
<PAGE>
PRO FORMA CAPITALIZATION

    The following table sets forth the capitalization of dELiA*s at April 29,
2000 on a historical basis and on a pro forma basis to reflect the merger as if
it occurred on April 29, 2000. The information in the following table should be
read in connection with the financial statements and notes thereto and the pro
forma financial information and notes included in this Joint Proxy
Statement/Prospectus.

<TABLE>
<CAPTION>
                                                              APRIL 29, 2000
                                                          ----------------------
                                                          HISTORICAL   PRO FORMA
                                                          ----------   ---------
                                                              (IN THOUSANDS)
<S>                                                       <C>          <C>
Long-term debt and capital leases.......................   $  6,617    $  6,617
Minority interest.......................................     46,295          --
Stockholders' equity:
  Preferred stock; $.01 par value; authorized--1,000,000
    shares; no shares issued or outstanding.............         --          --
  Common stock; $.01 par value; 50,000,000 shares
    authorized and 15,086,011 shares issued historical;
    no shares authorized or issued pro forma............        151          --
  Class A common stock; $.01 par value; no shares
    authorized or issued historical; 87,500,000 shares
    authorized and 34,471,379 issued pro forma..........         --         345
  Class B common stock; $.01 par value; no shares
    authorized or issued historical; 12,500,000 shares
    authorized and 11,425,000 shares issued pro forma...         --         114
  Additional paid-in capital............................     83,055      88,863
  Treasury stock (551,046 and 12,371,180 shares
    respectively).......................................    (17,734)    (10,708)
  Retained earnings (deficit)...........................     11,544      (1,198)
                                                           --------    --------
    Total stockholders' equity..........................     77,016      77,416
                                                           --------    --------
      Total capitalization..............................   $129,928    $ 84,033
                                                           ========    ========
</TABLE>

                                      122
<PAGE>
                         SELECTED FINANCIAL INFORMATION

SELECTED HISTORICAL FINANCIAL INFORMATION OF ITURF

    The following table sets forth selected historical financial information for
iTurf. The selected statement of operations data for the fiscal years ended
January 29, 2000, January 31, 1999 and January 31, 1998, which periods we will
refer to as "fiscal 1999," "fiscal 1998" and "fiscal 1997," and the balance
sheet data as of January 29, 2000 and January 31, 1999 are based on the audited
financial statements of iTurf included in this Joint Proxy Statement/
Prospectus. The selected statement of operations data for the fiscal years ended
January 31, 1997 and 1996, which periods we will refer to as "fiscal 1996" and
"fiscal 1995," and the balance sheet data as of January 31, 1998, 1997 and 1996
are based on the audited financial statements of iTurf. The selected historical
financial information for the thirteen weeks ended April 29, 2000 and May 1,
1999 is based on the unaudited financial statements of iTurf included in this
Joint Proxy Statement/Prospectus. The following information should be read in
conjunction with the historical financial statements and notes of iTurf included
in this Joint Proxy Statement/Prospectus.

<TABLE>
<CAPTION>
                               FISCAL 1995                                                               THIRTEEN WEEKS ENDED
                                  FROM                                                               ----------------------------
                                INCEPTION    FISCAL 1996   FISCAL 1997   FISCAL 1998   FISCAL 1999   MAY 1, 1999   APRIL 29, 2000
                               -----------   -----------   -----------   -----------   -----------   -----------   --------------
                                                             (IN THOUSANDS, EXCEPT PER SHARE DATA)
<S>                            <C>           <C>           <C>           <C>           <C>           <C>           <C>
STATEMENT OF OPERATIONS DATA:
  Net product sales..........    $     6       $    13       $   134       $ 3,352      $ 22,752       $ 2,425        $ 9,988
  Advertising and other......         --            --            --           662         2,069           190          1,007
                                 -------       -------       -------       -------      --------       -------        -------
  Total net revenues.........          6            13           134         4,014        24,821         2,615         10,995
  Cost of product sales......          2             6            69         1,687        13,082         1,332          5,464
                                 -------       -------       -------       -------      --------       -------        -------
  Gross profit...............          4             7            65         2,327        11,739         1,283          5,531
  Operating expenses.........          6            14           114         1,506        29,136         1,753         15,518
  Interest expense (income),
    net......................         --            --            20            41        (2,965)         (112)          (765)
                                 -------       -------       -------       -------      --------       -------        -------
  Income (loss) before income
    taxes....................         (2)           (7)          (69)          780       (14,432)         (358)        (9,222)
  Provision (benefit) for
    income taxes.............         (1)           (3)          (29)          355          (161)         (161)            --
                                 -------       -------       -------       -------      --------       -------        -------
  Net income (loss)..........    $    (1)      $    (4)      $   (40)      $   425      $(14,271)      $  (197)       $(9,222)
                                 =======       =======       =======       =======      ========       =======        =======
  Basic and diluted net
    income (loss) per
    share....................    $ (0.00)      $ (0.00)      $ (0.00)      $  0.03      $  (0.84)      $ (0.01)       $ (0.47)
                                 =======       =======       =======       =======      ========       =======        =======
  Shares used in the
    calculation of basic net
    income (loss) per
    share....................     12,500        12,500        12,500        12,500        17,005        13,413         19,818
                                 =======       =======       =======       =======      ========       =======        =======
  Shares used in the
    calculation of diluted
    net income (loss) per
    share....................     12,500        12,500        12,500        12,518        17,005        13,413         19,818
                                 =======       =======       =======       =======      ========       =======        =======
BALANCE SHEET DATA AT END OF
  PERIOD:
  Cash and cash
    equivalents..............    $    --       $    --       $    31       $   375      $ 19,009                      $19,407
  Short-term investments.....         --            --            --            --        32,893                       26,599
  Working capital
    (deficiency).............         (1)           (5)         (481)         (461)       52,733                       47,732
  Total assets...............         --            --           467         1,216        88,808                       94,982
  Total stockholders' equity
    (deficit)................         (1)           (5)          (45)          380        84,952                       90,015
  Book value per share.......      (0.00)        (0.00)        (0.00)         0.03          4.49                         4.50
</TABLE>

                                      123
<PAGE>
SELECTED HISTORICAL FINANCIAL INFORMATION OF DELIA*S

    The following table sets forth selected historical financial and operating
information for dELiA*s. The selected statement of operations data for the
fiscal years ended January 29, 2000, January 31, 1999 and January 31, 1998,
which periods we will refer to as "fiscal 1999," "fiscal 1998" and "fiscal
1997," and the balance sheet data as of January 29, 2000 and January 31, 1999
are based on the audited financial statements of dELiA*s included in this Joint
Proxy Statement/Prospectus. The selected statement of operations data for the
fiscal years ended January 31, 1997 and 1996, which periods we will refer to as
"fiscal 1996" and "fiscal 1995," and the balance sheet data as of January 31,
1998, 1997 and 1996 are based on the audited financial statements of dELiA*s.
The selected historical financial information for the thirteen weeks ended
April 29, 2000 and May 1, 1999 is based on the unaudited financial statements of
dELiA*s included in this Joint Proxy Statement/Prospectus. The following
information should be read in conjunction with the historical financial
statements and notes of dELiA*s included in this Joint Proxy
Statement/Prospectus.

<TABLE>
<CAPTION>
                                                                                                           THIRTEEN WEEKS ENDED
                                                                                                          -----------------------
                                                                                                                        APRIL 29,
                                    FISCAL 1995   FISCAL 1996   FISCAL 1997   FISCAL 1998   FISCAL 1999   MAY 1, 1999     2000
                                    -----------   -----------   -----------   -----------   -----------   -----------   ---------
                                                       (IN THOUSANDS, EXCEPT PER SHARE AND RETAIL STORE DATA)
<S>                                 <C>           <C>           <C>           <C>           <C>           <C>           <C>
STATEMENT OF OPERATIONS DATA:
  Net sales.......................    $23,391       $54,224      $113,049      $158,364      $190,772      $ 41,812     $ 49,057
  Cost of sales...................     13,652        28,291        57,811        78,368       108,148        23,023       25,792
                                      -------       -------      --------      --------      --------      --------     --------
  Gross profit....................      9,739        25,933        55,238        79,996        82,624        18,789       23,265
  Selling, general and
    administrative expenses.......      9,720        22,194        47,943        71,711       124,339        23,750       39,003
  Merger related costs............         --            --         1,614            --            --            --           --
  Restructuring charge............         --            --            --            --        23,668        22,907           --
  Gain on subsidiary IPO and sale
    of subsidiary stock...........         --            --            --            --       (78,117)      (70,091)          --
  Minority interest...............         --            --            --            --        (4,865)            8       (3,901)
  Other expense (income), net.....         56          (103)       (1,201)         (962)       (2,429)         (140)        (667)
                                      -------       -------      --------      --------      --------      --------     --------
  Income (loss) before income
    taxes.........................        (37)        3,842         6,882         9,247        20,028        42,355      (11,170)
  Provision (benefit) for income
    taxes.........................         (5)         (351)        2,456         3,405         9,070        17,519       (2,424)
                                      -------       -------      --------      --------      --------      --------     --------
  Net income (loss)...............    $   (32)      $ 4,193      $  4,426      $  5,842      $ 10,958      $ 24,836     $ (8,746)
                                      =======       =======      ========      ========      ========      ========     ========
  Basic net income (loss) per
    share.........................    $ (0.00)      $  0.40      $   0.34      $   0.42      $   0.77      $   1.75     $  (0.60)
                                      =======       =======      ========      ========      ========      ========     ========
  Diluted net income (loss) per
    share.........................    $ (0.00)      $  0.40      $   0.34      $   0.41      $   0.71      $   1.56     $  (0.60)
                                      =======       =======      ========      ========      ========      ========     ========
  Pro forma net income
    (loss)(1).....................        (22)      $ 2,257
                                      =======       =======
  Pro forma basic and diluted net
    income (loss) per share(1)....    $ (0.00)      $  0.22
                                      =======       =======
  Shares used in the calculation
    of basic net income (loss) per
    share.........................     10,263        10,477        12,941        13,779        14,315        14,231       14,503
                                      =======       =======      ========      ========      ========      ========     ========
  Shares used in the calculation
    of diluted net income (loss)
    per share.....................     10,263        10,499        13,083        14,318        15,380        15,966       14,503
                                      =======       =======      ========      ========      ========      ========     ========
BALANCE SHEET DATA AT END OF
  PERIOD:
  Cash and cash equivalents.......        726        21,717         4,485        10,981        24,985                     19,407
  Short-term investment...........         --            --        37,075            --        32,893                     26,599
  Working capital.................        349        19,099        37,959        25,480        83,952                     75,243
  Total assets....................      4,381        32,660        64,572        82,144       184,040                    182,411
  Total stockholders' equity......        916        21,024        44,144        63,607        82,921                     77,016
  Book value per share............        .10          1.71          3.31          4.48          5.77                       5.30
  Book value per pro forma
     equivalent share(4)..........        .06          1.00          1.93          2.61          3.37                       3.09

SELECTED OPERATING DATA:
  Number of catalogs
    distributed...................      5,400        13,050        39,850        61,320        71,810        22,626       20,651
  House names(2)..................        690         1,870         4,190        10,670        12,300        11,100       12,600
  Direct Mail Buyers(3)...........        270           640         1,310         6,070         6,750         6,200        7,000
  Retail stores at end of
    period........................          2            10            14            43            64            46           50
</TABLE>

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

(1) Pro forma net income is computed for the year ended January 31, 1997 and all
    prior periods to reflect the effect of pro forma tax provisions related to
    dELiA*s conversion to a C corporation in 1996.

(2) House names represent the number of customers who have made at least one
    purchase or have requested a catalog determined at the end of the applicable
    fiscal period. The numbers presented include names acquired, but are net of
    duplicate names based on management estimates.

(3) Buyers represent the number of customers who have made at least one purchase
    determined at the end of the applicable fiscal period. The numbers presented
    include names acquired, but are net of duplicate names based on management
    estimates.

(4) Pro forma equivalent shares reflect the merger exchange ratio.

                                      124
<PAGE>
                               BUSINESS OF ITURF

OVERVIEW

    iTurf is a leading provider of Internet community, content and electronic
commerce, or e-commerce, services focused primarily on teens and young adults,
based on sales and traffic on its Web sites. There are 46 million people between
the ages of 13 and 24. They account for over $278 billion of disposable income.
The iTurf network of Web sites is an online destination that addresses the
concerns, interests, tastes and needs of this demographic group. iTurf combines
the style and editorial flair of media focused on teens and young adults with
direct marketing and e-commerce competencies. iTurf's network of Web sites
includes sites that offer interactive web/zines with proprietary content, chat
rooms, posting boards, personal homepages and e-mail, as well as online shopping
opportunities. iTurf's network is currently comprised of the following community
sites:

    - gURL.com

    - iTurf.com

    - OnTap.com

    - TheSpark.com

    - SparkNotes.com

and the following commerce sites that offer a wide range of apparel,
accessories, footwear, athletic gear and home furnishings:

    - dELiAs.cOm

    - tsisoccer.com

    - discountdomain.com

    - droog.com

    - StorybookHeirlooms.com

    iTurf is a subsidiary of dELiA*s, a leading marketer targeting teens and
young adults. iTurf's relationship with dELiA*s provides iTurf with:

    - exclusive online use of leading brand names including dELiA*s, TSI Soccer
      and Storybook Heirlooms;

    - a proprietary 12 million-name database and access to six million
      individuals who have made catalog purchases;

    - advertising space in dELiA*s catalog publications that collectively have
      circulation in excess of 70 million;

    - substantial merchandising expertise and strong relationships with hundreds
      of vendors; and

    - sophisticated services from dELiA*s distribution center to fill iTurf's
      product orders.

    The number of visitors to iTurf's Web sites and online sales have grown
rapidly over the last year as a result of both internal growth and acquisitions.
iTurf estimates that the number of Web pages viewed by online users per month on
iTurf's Web sites has grown from approximately 35 million in February 1999 to
approximately 172 million in February 2000. iTurf's revenues have increased from
$4.0 million in fiscal 1998 to $24.8 million in fiscal 1999.

                                      125
<PAGE>
THE ITURF ADVANTAGE

    iTurf believes it is one of the few online networks to focus primarily on
the teen and young adult market and that its relationship with dELiA*s, the
leading direct marketer to teens and young adults, provides iTurf with the
following advantages:

    ABILITY TO ATTRACT CUSTOMERS AND USERS TO WEB SITES.

    - ACCESS TO PROPRIETARY DATABASE OF OVER 12 MILLION NAMES.  iTurf has the
      exclusive online right to dELiA*s database of catalog buyers and
      requesters. This database has grown rapidly from 198,000 names as of
      January 31, 1996 to over 12 million names today and is growing by over
      1.5 million names each year. In excess of 1,000,000 customer records in
      the database have e-mail addresses. The database includes more than
      6.5 million buyers of direct mail products and contains extensive
      individual purchasing histories. iTurf believes this proprietary database
      would be difficult for competitors to replicate and creates a significant
      competitive advantage in targeting teens and young adults.

    - COMPELLING, TOPICAL CONTENT.  Compelling, topical and regularly-updated
      online content is critical to driving repeat customers and users to
      iTurf's Web sites. iTurf obtains content from both internal staff and
      dELiA*s. This content consists of engaging editorial copy from direct
      marketing products, and content from iTurf's community sites including
      regularly-updated articles, series and games as well as thousands of pages
      of user-generated content. Accordingly, iTurf believes it has the
      editorial assets necessary to keep its content fresh and updated and to
      continue to attract and retain new customers and users.

    - ITURF TRADE NAMES.  iTurf has the exclusive online right to use dELiA*s
      licensed trade names, including dELiA*s, TSI Soccer, Storybook Heirlooms,
      discountdomain and Droog, and to its own iTurf, gURL, OnTap and TheSpark
      trade names. iTurf believes these trade names have been a strong
      motivating factor in attracting customers, especially with regard to
      consumers who have not yet made a purchase online. iTurf believes that a
      significant portion of its success has been attributable to the goodwill
      and trust earned by its brands among teen and young adult consumers and
      their parents. Very few online marketers have the brands to successfully
      penetrate the teen market as iTurf has.

    - EXCLUSIVE ADVERTISING AND PROMOTIONAL SPACE IN THE LARGEST PUBLICATION
      DIRECTED AT ITURF'S TARGET MARKET.  To date, iTurf has advertised its Web
      sites primarily through dELiA*s catalogs, which have an annual circulation
      in excess of 70 million. The dELiA*s catalog has the largest domestic
      circulation of any publication directed at teens and young adults. Since
      iTurf's initial public offering, it has had rights to purchase promotional
      and advertising space in dELiA*s catalog titles, including dELiA*s, TSI
      Soccer, Storybook Heirlooms and Droog.

    ABILITY TO DELIVER SUPERIOR E-COMMERCE SOLUTIONS.

    - SOPHISTICATED FULFILLMENT CAPABILITY.  iTurf is able to fill orders
      through dELiA*s approximately 400,000 square foot distribution center.
      This access enables iTurf to retain significantly greater control over the
      quality, timeliness and cost of fulfilling product orders than other
      online marketers who outsource fulfillment services to unrelated
      contractors that serve several direct marketers. In addition, the scale of
      dELiA*s operation enables iTurf to deliver a large number of products over
      a range of categories. Customers generally have access to real-time
      product availability information prior to ordering and are shipped
      products within 48 hours of credit approval. iTurf also supplements its
      customer service staff with support from dELiA*s three call centers with a
      total of over 400 stations.

                                      126
<PAGE>
    - SUPERIOR INVENTORY MANAGEMENT AND MERCHANDISING OPPORTUNITIES.  iTurf's
      relationship with dELiA*s enables it to offer a large selection of
      merchandise without the investment in inventory and the ongoing expense
      related to the management of that inventory. iTurf also takes advantage of
      dELiA*s relationships with a diverse group of hundreds of vendors as well
      as the purchasing economies enjoyed by dELiA*s as a result of both its
      scale and proprietary private label products. As a result, iTurf believes
      it is well positioned to continue to enjoy gross profit margins that are
      superior to many other online retailers while being able to provide its
      customers with a compelling selection of recognized merchandise.

    - DIRECT MARKETING KNOWLEDGE AND EXPERTISE.  iTurf benefits from the direct
      marketing knowledge and expertise of its management team and of dELiA*s.
      iTurf is transferring to the Web the contextual selling model as well as
      the use of editorial and graphical elements pioneered by dELiA*s. iTurf
      believes that this strategy is directly transferable to the Web and can be
      enhanced by including interactive capabilities such as chat and personal
      home pages. In addition, dELiA*s possesses considerable experience in
      gathering and mining data on teens and young adults that iTurf believes is
      key to iTurf's success.

THE ITURF NETWORK

    The iTurf network is currently composed of the sites described below:

COMMUNITY SITES

<TABLE>
<S>                              <C>
iTurf.com                        is the hub of iTurf's network and targets teen boys and
                                 girls and young adults with topical lifestyle and community
                                 features.

gURL.com                         offers web/zines and community features targeting teen girls
                                 and featuring chat, posting boards and other interactive
                                 functionality.

gURLpages.com                    is a free home-page hosting service that offers users disk
                                 space and publishing tools to create their own sites quickly
                                 and easily.

gURLmAIL.com                     is a free Web-based e-mail service that is open to users who
                                 register and provide certain demographic information.

OnTap.com                        is a Web site with information and community services
                                 directed at young men.

TheSpark.com                     is a community and content Web site focusing on college
                                 students and young adults. It offers entertaining content
                                 and interactive features designed specifically for young
                                 adults.

SparkNotes.com                   is an academic resource site that contains study guides for
                                 more than 150 literary works and bulletin boards for
                                 students to discuss those works.
</TABLE>

E-COMMERCE SITES

<TABLE>
<S>                              <C>
dELiAs.cOm                       is a commerce site based on the DELIA*S print catalog
                                 selling apparel, accessories, footwear and cosmetics to teen
                                 girls and young women.

tsisoccer.com                    is a commerce site based on the TSI SOCCER print catalog
                                 selling soccer merchandise, including footwear, apparel and
                                 equipment.

discountdomain.com               is a commerce site selling discounted merchandise, primarily
                                 apparel, athletic gear and consumer electronics, to teens
                                 and young adults who pay a monthly subscription fee.
</TABLE>

                                      127
<PAGE>
<TABLE>
<S>                              <C>
droog.com                        is a commerce site based on the DROOG print catalog selling
                                 apparel, accessories and footwear to teen boys and young
                                 men.

StorybookHeirlooms.com           is a commerce site based on the STORYBOOKHEIRLOOMS print
                                 catalog selling apparel, accessories and footwear for girls
                                 between the ages of four and eleven and their mothers.
</TABLE>

ITURF COMMUNITY

    iTurf's current community offerings are built around the iTurf.com, gURL,
TheSpark and OnTap brands. The gURL sites serve more than one million registered
users. iTurf believes that it has built a cultural environment in which its
users feel comfortable, safe and secure. These traits are critical for
attracting and retaining visitors. iTurf's community sites collectively
accounted for less than five percent of its revenues in fiscal 1999.

    GURL WEB/ZINE.  The gURL web/zine is iTurf's flagship editorial product.
gURL presents a different approach to the experience of being a teen girl. It is
committed to discussing issues that affect the lives of teen girls and young
women in a non-judgmental, personal way. Through honest writing, visuals and a
liberal sense of humor, gURL seeks to provide its audience a new way of looking
at subjects that are crucial to their lives. gURL chooses the subjects it covers
carefully and deals frankly with issues such as sexuality, emotions and body
image. The gURL web/zine and the other gURL sites benefit from active promotion
in the dELiA*s catalog.

    The gURL web/zine presents regularly-updated articles, series and games in
five principal departments:

    - LOOKS AREN'T EVERYTHING--a love/hate look at beauty culture, including
      signature feature series such as "On Being Hairy," "The Boob Files," and
      "Virtual Makeover;"

    - DEAL WITH IT--getting through the day, the date and the rest of the hard
      stuff...a whole new take on your body, brain and life as a teenage gURL;

    - WHERE DO I GO FROM HERE?--decisions, directions and different ways of
      getting a life;

    - HA!- real girl comics. .. the sad but true funny pages; and

    - EXHIBITIONIST--where iTurf shows off art, poetry and prose by girls, for
      girls and stuff that matters to girls and sees what they have to say about
      it.

    gURL attracts traffic by offering compelling, topical and regularly-updated
content. The gURL site has received a number of awards for its content and
community services, including a 1998 Webby award for best site in the "living"
category and a 1997 I.D. Magazine Interactive Media Design award. Recently, TEEN
PEOPLE magazine cited the site as the number one information site on the Web.
The quality and increasing recognition of content from the gURL Web site and of
the gURL brand have created ancillary licensing opportunities for iTurf.
Pocketbooks published a book titled "DEAL WITH IT: A WHOLE NEW APPROACH TO YOUR
BODY, BRAIN AND LIFE AS A TEENAGE GURL" in the fall of 1999 for teen girls based
upon editorial content drawn from and inspired by the gURL.com site. In
addition, the leading publisher of calendars in the U.S. published gURL-branded
engagement and wall calendars in the fall of 1999.

    GURL CONNECTION CHAT AND POSTING BOARDS.  gURL Connection is the
password-protected members-only area of gURL.com that offers a safe environment
for teen girls to interact freely with their peers. It provides both text-based
and graphical-based Palace-TM- chat services to a membership base of over
400,000 members. Chat is a critical part of establishing a place for gURL's
users to "hang out" and transforming gURL into a premier destination for teens
and young adults.

                                      128
<PAGE>
    gURL's signature "Shout Out" posting boards provide intensely personal and
compelling media for members of the gURL community to share ideas, express
themselves and learn about others. The posting boards provide the gURL community
with a continual source of user-generated content. Most recently, gURL has begun
to leverage that content into another web/zine, "Mouthpiece," consisting of
user-generated content drawn from the "Shout Out" boards.

    GURLPAGES.  gURLpages is one of the world's largest communities of personal
teen sites. It provides users with free disk space and publishing tools to
create their own sites quickly and easily. These communities include
entertainment-oriented topical groupings such as "Movies," "Music" and "TV;"
more expressionist areas such as "Activism," "Comix" and "Ranting and Raving;"
and, for the users for whom community means anarchy, "I Am Uncategorizable."
Users are encouraged to become and remain active participants in the gURL
community by updating their sites and communicating with others through the free
e-mail, chat and bulletin-board services iTurf provides. iTurf offers links from
the gURL web/zine to particularly compelling gURLpages for users seeking greater
involvement and recognition within the community. With hundreds of new gURLpages
being created each day, gURLpages has grown quickly since its launch in
June 1998, and had approximately 360,000 user registrations as of January 29,
2000. gURLpages is hosted by Homepage.com.

    GURLMAIL.  gURLmAIL offers free Web-based e-mail accounts to users who
register by providing certain demographic information. Participants can register
for and receive e-mail addresses at gURLmAIL.com that enable them to send and
check their e-mail from anywhere in the world via the Internet. gURLmAIL has
grown quickly since its launch in February 1998 and had approximately 900,000
registered users as of January 29, 2000. gURLmAIL is hosted by Critical Path.

    THESPARK.COM.  TheSpark.com is a community and content Web site focusing on
college students and young adults. It offers entertaining content, interactive
features and academic resources designed specifically for students and young
adults. The site was launched in March 1999. In one year, TheSpark has built a
strong and loyal user base, characterized by exponential growth and extremely
high membership retention rates. For example, the "Death Test," a humorous
lifestyle survey that generates a prediction of life expectancy, has been taken
over 5.5 million times since August 1999. Additionally, TheSpark's popular
newsletters have a subscription retention rate of 98% and generate advertising
sponsorship opportunities.

    TheSpark.com also offers a dating service called SparkMatch, a collection of
online academic resources called SparkNotes.com, bartending recipes, an online
insult generator and other features targeted at the college and young adult
market.

    ONTAP.COM.  OnTap.com is a Web site that provides information and community
services directed at young men. Prior to iTurf's acquisition of the site in
September 1999, it was initially launched in 1995 as TapOnline.com and
relaunched as OnTap.com with a focus on college life. iTurf has repositioned the
site to broaden the scope of content and specifically target young men.

ITURF E-COMMERCE

    Each of iTurf's e-commerce sites, other than discountdomain.com, is based on
a print catalog published by dELiA*s. These sites translate the distinctive look
and editorial voice of the corresponding print catalog onto the Internet, adding
interactive functionality to make shopping an entertaining experience. Each site
is designed to be intuitive and easy to use, enabling the ordering process to be
completed with a minimum of customer effort. All of these sites offer real-time
product availability information, with the exception of StorybookHeirlooms.com.

    iTurf has generated a substantial majority of its revenue from the sale of
apparel, accessories, home furnishings and footwear on the dELiAs.cOm site,
which was launched in May 1998. Product sales and advertising on dELiAs.cOm
accounted for approximately 66% of its revenues in fiscal 1999.

                                      129
<PAGE>
Apparel ranges from basics, such as jeans, shorts and t-shirts, to more
fashion-oriented apparel, such as woven and knit junior dresses and swimwear.
Accessories include sunglasses, watches, costume jewelry and cosmetics.

    DELIAS.COM.  dELiAs.cOm features branded merchandise from a diverse group of
more than 90 vendors at any one time complemented by dELiA*s private label
products. iTurf believes the strong customer acceptance of the dELiA*s brand
helps make the DELIA*S catalog and, by extension, the dELiAs.cOm site, preferred
outlets for certain vendors, some of which occasionally provide merchandise on
an exclusive basis. Brands currently offered through dELiAs.cOm include
nationally recognized names such as Vans, Paris Blues and Roxy (Quicksilver), as
well as brands focused on the teen and young adult market, including Dawls, Free
People (Urban Outfitters), Tag Rag and 26 Red Sugar. dELiAs.cOm also offers
brands from emerging designers that differentiate the site from other retailers
and help to establish dELiAs.cOm as a fashion resource for girls and young
women. Emerging brands currently featured on dELiAs.cOm include Girl Star,
Hydraulic Itsus, Malibu, New Breed and Paul Frank.

    dELiAs.cOm organizes products into approximately 15 categories, most of
which are divided into styles. For example, the "Dresses" category is divided
into "Casual" and "Fancy" styles. Most products are shown both in a still
photograph and on teen models, whose expressions and poses convey the dELiA*s
attitude. At any one time, the site presents graphical depictions of 180 to 300
product styles offered in more than 1,000 stock keeping units. In addition,
customers can purchase products from older DELIA*S catalogs by entering an item
number from the catalog.

    dELiAs.cOm also offers home furnishings, light furniture and household
articles targeted at teen girls and young women. These items include sheets and
other bedding, lamps, organizers and other products designed with the bedroom or
dorm room of teen girls and young women in mind. iTurf believes that few, if
any, retailers, online or offline, target this market.

    dELiAs.cOm also offers a gift registry, an e-mail mailing list and links to
content on gURL.com. iTurf believes these features increase the frequency with
which customers return to dELiA*s.cOm and make purchases. Additionally, iTurf
will continue to explore other technology-based aids that enhance the shopping
experience such as basket analysis, other cross-selling strategies and
high-resolution graphics systems.

    TSISOCCER.COM.  tsisoccer.com is iTurf's second largest source of
merchandise sales, accounting for approximately 9% of iTurf's revenues in fiscal
1999. The site offers a full range of soccer merchandise, including footwear,
apparel and equipment, almost all of which consists of products from the leading
suppliers of athletic footwear and apparel, including adidas, Nike, Reebok and
Puma, as well as manufacturers of well-known specialty brands, such as Umbro and
Mitre. dELiA*s relationships with these suppliers enable tsisoccer.com to offer
an exceptionally broad and deep product selection, including premier branded
products, which typically have limited distribution. tsisoccer.com offers over
7,000 stock keeping units, including men's, women's and children's styles, as
well as difficult-to-find sizes, special team colors and individualized product
color combinations. iTurf believes that few other direct marketers currently
offer as complete a line of soccer footwear, apparel and equipment as that
offered by tsisoccer.com.

    DISCOUNTDOMAIN.COM.  discountdomain.com is a subscription site that offers
access to dELiA*s merchandise at discount prices and vendor closeouts of other
products. discountdomain.com accounted for approximately 7% of iTurf's revenues
in fiscal 1999. In exchange for a $5.00 fee charged automatically each month,
members can access a password-protected area where discounted merchandise can be
purchased online.

    The site has recently expanded its assortment to include casual apparel for
young men, athletic apparel and low-cost consumer electronic products like
portable stereos and cameras. Merchandise is

                                      130
<PAGE>
organized in four principal categories: Guys, Girls, Gadgets and Gifts. Within
Guys and Girls, merchandise is organized into apparel and accessory
sub-categories. The site carries 400-450 products, available in more than 2,000
stock-keeping units at any one time. The merchandise assortment is updated
weekly.

    DROOG.COM.  droog.com offers apparel, footwear and accessories for teen boys
and young men from dELiA*s DROOG print catalog. The site captures the stylized
character of the DROOG catalog through a distinctive font and a terse editorial
voice that speaks to its target market. Users can order from more than 200
products comprising over 1,000 stock keeping units. dELiA*s mailed the first
issue of the catalog in October 1998 and iTurf launched the droog.com site in
November 1998. In fiscal 1999, this Web site accounted for approximately 5% of
iTurf's revenues.

    STORYBOOKHEIRLOOMS.COM.  StorybookHeirlooms.com offers apparel, accessories
and footwear for girls between the ages of four and eleven and their mothers
from dELiA*s STORYBOOK HEIRLOOMS catalog. The site is designed to be shopped by
childrens' parents. In some cases, the site features merchandise and/or pricing
available only through the Internet. dELiA*s mailed its first issue of the
STORYBOOK HEIRLOOMS catalog in January 1999 and iTurf launched the
StorybookHeirlooms.com Web site in April 1999. In fiscal 1999, this site
accounted for approximately 5% of iTurf's revenues.

    In April 2000, iTurf discontinued the e-commerce operations of its
dotdotdash.com Web site. In fiscal 1999, this site accounted for less than 5% of
iTurf's revenues.

MARKETING AND PROMOTION

    iTurf's marketing strategy is to promote, advertise and increase the
visibility of its brands and to acquire new customers and users through multiple
channels, including:

    - traditional and Internet advertising;

    - direct marketing to existing and potential customers;

    - building strategic alliances;

    - "viral" marketing through content offerings that encourage users to share
      links to its sites;

    - expanding affiliate network and linking programs; and

    - marketing through high school and college campus-based marketing services
      offered by MarketSource.

    TRADITIONAL AND INTERNET ADVERTISING.  iTurf advertises its sites in dELiA*s
retail and catalog properties. iTurf's Web site addresses can now be found on
the cover and on nearly every page of dELiA*s catalogs, as well as on
point-of-sale displays at dELiA*s retail stores. In addition, iTurf has found
bind-in cards inserted in DELIA*S catalog to be a significant driver of traffic
to the dELiAs.cOm and gURL.com sites. iTurf is the exclusive e-commerce and
community based Internet advertiser in dELiA*s catalogs. iTurf also uses
targeted online advertising to promote both its brand names and specific
merchandising opportunities.

    DIRECT MARKETING.  iTurf uses direct marketing techniques to attract and
retain customers. dELiA*s proprietary database of catalog requesters contains in
excess of 1,000,000 e-mail addresses. iTurf sends regular broadcast e-mails to
these addresses as well as to iTurf's own customers. iTurf intends to expand its
use of broadcast e-mails to include more targeted messages and promotions to
specific segments of iTurf's list and to include embedded graphic images within
e-mails to customers who have the ability to view them. iTurf also offers
special discounts and promotional offers from time to time on its sites to drive
sales. iTurf promotes these offers through advertising in dELiA*s various print
catalogs and through e-mails.

                                      131
<PAGE>
    STRATEGIC ALLIANCES.  iTurf has entered into a variety of relationships to
build traffic and attract customers. iTurf has anchor tenancy positions in the
America Online Service and a comprehensive marketing relationship with the MSN
Network (Microsoft). In addition, iTurf is the preferred provider of soccer
merchandise on Fogdog.com.

    AFFILIATE PROGRAM.  The dELiA*s Affiliate Network is a grass-roots marketing
tool designed to increase dELiA*s.cOm's exposure on the Internet and generate
sales. In order to join the dELiA*s Affiliate Network, prospective affiliates
complete an automated application form online that is generally approved within
48 hours by iTurf's staff. Registered affiliates are paid a referral fee for any
sale generated via the affiliate's link to iTurf's e-commerce sites. iTurf has
also launched a tsisoccer.com affiliate program. iTurf promotes these programs
via links on dELiAs.cOm and tsisoccer.com and through LinkShare, its affiliate
marketing partner. These agreements are terminable at will by either party.

    CAMPUS-BASED MARKETING.  iTurf has entered into a marketing alliance with
MarketSource Corporation to promote its network of sites through MarketSource's
offline campus-based marketing channels. These include sampling programs on
college campuses, wallboards at high schools and event-based promotions.

ADVERTISING AND SPONSORSHIP SALES

    iTurf believes its Web properties provide unique access to the teen and
young adult market, an audience that is not easily available through other
media. As a result, a variety of marketers are interested in using iTurf's
Internet properties. Typical agreements relating to banner advertising provide
for placement of small advertisements on a specified number of Web pages, have a
short duration and are measured only by page views. iTurf also enters into
sponsorship, promotional and distribution arrangements that generally have
longer terms and higher dollar values than typical banner advertising deals to
support broad marketing objectives, including branding, awareness, product
introductions, online research and editorial integration. Advertising and
sponsorship sales accounted for approximately 6% of iTurf's revenues in fiscal
1999.

    Most of the advertising and sponsorships on iTurf's sites are sold by or
through one of iTurf's two strategic advertising sales partners, MarketSource
Corporation and Phase2Media. In September 1999, MarketSource Corporation entered
into a three-year arrangement to purchase advertising and other inventory on
iTurf's network of sites for resale to MarketSource's clients. In addition,
Phase2Media acts as iTurf's agent for the sale of advertising on iTurf's sites.
A small portion of the advertising on iTurf's sites is sold directly by internal
sales personnel.

    Although they are not material to iTurf's business, it currently
participates in revenue sharing arrangements for banner advertisements placed on
its sites with several parties, including Lycos, Inc. In these arrangements,
these parties typically provide iTurf and its users with Web-based software
applications or content and sell the advertising inventory placed in or adjacent
to the content. These parties pay to iTurf a percentage of the ad sales revenue
generated by iTurf.

INTERNATIONAL MARKETS

    iTurf intends to market its goods and services to customers in foreign
countries. Historically, dELiA*s has not extensively marketed its catalogs in
foreign countries due to prohibitive mailing costs. Both dELiA*s and iTurf have
extensive customer and user files including individuals from more than 140
countries. For example, approximately 24% of gURLmAIL users reside outside of
the United States.

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<PAGE>
WAREHOUSING AND FULFILLMENT

    dELiA*s provides warehousing and order fulfillment services to iTurf
pursuant to an intercompany services agreement. Each of iTurf's e-commerce
sites, except for StorybookHeirlooms.com, is fully integrated into dELiA*s
sophisticated warehouse fulfillment system. dELiA*s processes and fulfills
iTurf's customer orders from these sites through its approximately 400,000
square foot warehouse and fulfillment center in Hanover, Pennsylvania. The
system monitors the in-stock status of each item ordered, processes the order
and generates warehouse selection tickets and packing slips for order
fulfillment operations.

    dELiA*s ships a majority of iTurf's customer orders within 48 hours of
credit approval. If a customer places an order using a credit card owned by
another customer and the order exceeds a specified monetary threshold, the order
is shipped only after verbal confirmation of the sale from the cardholder has
been received. Customers generally receive orders within three to five business
days after shipping. Shipments are made through United Parcel Service or the
United States Postal Service. A shipping and handling fee is charged on each
customer order based on the total price of the order. dELiA*s fulfillment
systems automatically determine the most cost effective method of shipping each
order.

TECHNOLOGY AND SYSTEMS

    iTurf has implemented a broad array of site management, customer service,
transaction-processing and fulfillment services and systems using a combination
of its own proprietary technologies and commercially available licensed
technologies. These systems fall into two primary categories: a front-end Web
server facility and a back-end order fulfillment system.

    The front-end supports iTurf's Web sites, offering a wide range of community
and commerce functionality. It consists of a farm of enterprise-class Web server
and database server machines located behind high-capacity firewalls and
loan-balancing hardware. The system is highly redundant and designed to scale to
tens of millions of customized page views per day. iTurf based its software on a
set of well-proven building blocks--the Solaris operating system, Oracle
database servers and Apache Web servers--and added an extensive proprietary
infrastructure. The software uses concurrency, caching, connection pooling and
other optimization techniques to support massive levels of traffic. iTurf hosts
the primary Web servers at an Exodus Communications Inc. co-location facility
which has redundant power and Internet connections in a high-security
installation. iTurf uses a custom-built monitoring system to track the status of
the servers and page iTurf personnel if any problems are detected.

    The back-end system handles product order processing and fulfillment. It is
a mature and widely used software application licensed by dELiA*s, called
Ecometry, which offers a Web interface that is used by the front-end servers to
communicate with it. Ecometry provides all of the essential services needed to
support a direct mail business:

    - accept and validate orders;

    - organize and manage orders with suppliers;

    - receive product and assign it to customer orders;

    - manage shipments; and

    - integrate inventory management, purchasing and accounting.

Ecometry is licensed from and supported by its developer, Smith-Gardner
Associates. The system handles multiple shipment methods, credit card
transaction processing and automated customer communication. It allows the
customer to choose whether to receive single or multiple shipments based on
availability.

                                      133
<PAGE>
    iTurf's community services, other than gURLmAIL and gURLpages, are primarily
run on internally-developed database applications. The gURLmAIL and gURLpages
operating technology and software were developed and are operated and supported
by Critical Path and Homepage.com, respectively. iTurf's various Internet
applications run on both the UNIX and Windows NT operating systems, on computers
located both in iTurf's offices and in the facility of a third-party hosting
service. AT&T and Cable & Wireless plc currently provide iTurf's Internet
connection. iTurf has contracted with Critical Path, Homepage.com, AT&T,
Cable & Wireless plc and UUNet for these services.

    In response to capacity concerns and site development needs, in fiscal 1999,
iTurf increased the number of computers that run its Web sites from three to ten
and installed a considerably more powerful system for online catalog navigation
functions. iTurf intends to continue to invest in technologies that will handle
growth in traffic and e-commerce and Web site infrastructure to enhance the
functionality of its sites.

CUSTOMER SERVICE

    iTurf employs Web-savvy customer service representatives who assist its
electronic commerce customers by e-mail and telephone seven days a week. iTurf
supports its community offerings principally by e-mail. iTurf sets internal
goals of returning customer e-mail within 24 hours of receipt.

    In addition, dELiA*s handles routine customer service issues, such as order
tracking. dELiA*s maintains three call centers, with more than 400 stations.
iTurf provides e-mail based customer service for dELiA*s print catalogs.

COMPETITION

    E-COMMERCE.  The apparel, footwear, accessories and home furnishings
industries and the athletic goods and soccer specialty markets are highly
competitive. iTurf expects competition in these markets to increase. dELiAs.cOm,
discountdomain.com, droog.com, and StorybookHeirlooms.com compete with
traditional department store retailers, as well as specialty apparel and
accessory retailers, for teen and young-adult customers. These sites also
compete with other direct marketers, including dELiA*s. tsisoccer.com competes
with the TSI Soccer catalog business and retail stores operated by dELiA*s,
several other soccer specialty direct marketers and soccer specialty retailers,
as well as general athletic merchandise retailers.

    There are few barriers to entry in the teen and young adult apparel and
accessories market and in the soccer specialty market. iTurf believes that its
recent success in the teen and young adult apparel market has attracted the
attention of other direct marketers, as well as store-based retailers and
apparel manufacturers, some of which have entered or are likely to enter this
market. In addition, competitors could enter into exclusive distribution
arrangements with dELiA*s vendors and deny iTurf access to their products.
Increased competition could result in pricing pressures, increased marketing
expenditures and loss of market share, which could have a material adverse
effect on iTurf.

    INTERNET COMMUNITY SERVICES.  The market for community services is highly
competitive, and iTurf expects competition to continue to increase
significantly. There are no substantial barriers to entry in these markets.
iTurf competes with many providers of community services, including companies
that attempt, as iTurf does, to target teen and young adult consumers. In
addition, high-traffic, mass-market Web sites and Internet service providers,
such as Microsoft and America Online, currently offer and could further develop
or license the products and services iTurf offers. They could take actions that
make it more difficult for consumers to use iTurf's services. This may provide
those companies with significant competitive advantages that could have a
material adverse effect on iTurf's business, results of operations and financial
condition.

                                      134
<PAGE>
    A large number of sites and online services offer informational and
community features, such as news, stock quotes, sports coverage, Yellow Pages,
e-mail listings, chat services and bulletin board postings, that are competitive
with the services iTurf offers. These include Microsoft, AOL and other Web
navigation companies such as Yahoo!, Excite, Lycos and Infoseek. A number of
companies, including HotMail, which was recently acquired by Microsoft, offer
Web-based e-mail services similar to those iTurf offers in tandem with larger
navigational sites and online services.

    iTurf also competes with traditional offline media such as television, radio
and print for a share of advertisers' total advertising budgets. iTurf believes
the number of companies selling Web-based advertising and the available
inventory of advertising space have increased substantially during recent
periods.

    iTurf believes that the principal competitive factors in its markets are:

    - brand recognition;

    - ease of use;

    - comprehensiveness;

    - quality of content and products;

    - access to end users; and

    - with respect to advertisers and sponsors, the number of users, duration
      and frequency of visits and user demographics.

    Competition among Internet navigational and informational services,
high-traffic Web sites and other media for advertising placements could result
in significant price competition and reductions in advertising revenue.

    Many of iTurf's competitors have significantly greater financial, technical,
marketing and distribution resources. In addition, providers of Internet tools
and services may be acquired by, receive investments from or enter into other
commercial relationships with larger, well-established and well-financed
companies, such as Microsoft or AOL. Greater competition resulting from these
relationships could have a material adverse effect on iTurf's business,
operating results and financial condition.

EMPLOYEES

    iTurf currently employs approximately 153 persons. None of its employees is
represented by unions and it considers relations with its employees to be good.

PROPERTIES

    iTurf's principal offices are approximately 20,000 square feet of office
space located at One Battery Park Plaza, New York, New York 10004. iTurf
recently entered into a 10-year lease for approximately 25,000 square feet of
office space at the same address. iTurf does not currently occupy this space. As
iTurf expands, it expects that suitable additional space will be available on
commercially reasonable terms, although no assurance can be made in this regard.
iTurf does not own any real estate.

    iTurf believes its facilities are well maintained and in good operating
condition.

                                      135
<PAGE>
                              BUSINESS OF DELIA*S

OVERVIEW

    dELiA*s is a leading marketer of casual apparel, accessories, soccer
merchandise and Internet content and community services to young men and women
between the ages of 13 and 24, an age group known as "Generation Y."

    Through the DELIA*S catalog, dELiA*s.cOm Web site operated by iTurf,
full-priced stores and discount outlet stores, dELiA*s is a leading marketer of
casual apparel, related accessories, home furnishings and cosmetics to
Generation Y girls and young women. Through the TSI SOCCER catalog, Web site
operated by iTurf and retail stores, dELiA*s is a leading marketer of specialty
soccer merchandise to Generation Y boys and girls. dELiA*s other catalogs with
related Web sites operated by iTurf include DROOG, an apparel and accessories
title that targets Generation Y young men, and STORYBOOK HEIRLOOMS, which
primarily offers fashionable, upscale special occasion outfits, casual apparel
and accessories for girls ages 4 to 11 and their mothers. Until recently,
dELiA*s targeted young men and women with its Screeem! and Jean Country retail
stores. Those stores have been converted to dELiA*s full-priced stores or
closed.

    On April 14, 1999, dELiA*s completed an initial public offering of 28% of
the common stock of iTurf. The net proceeds of the iTurf offering were
$97.4 million, of which iTurf used $17.7 million to purchase 551,046 shares of
dELiA*s common stock from dELiA*s. Of the 12,500,000 shares of iTurf's Class B
common stock that was held by dELiA*s following the initial public offering,
dELiA*s sold 1,075,000 shares during the fourth quarter of fiscal 1999. As a
result of these sales and new issuances by iTurf, dELiA*s owned approximately
54% of the value of iTurf at August 21, 2000.

    The following table sets forth dELiA*s principal product categories:

<TABLE>
<CAPTION>
                                                              PERCENTAGE OF SALES
PRODUCT CATEGORY                                                  FISCAL 1999
----------------                                              -------------------
<S>                                                           <C>
Apparel.....................................................          71%
Footwear....................................................          14%
Soccer equipment, home furnishings and other................          15%
</TABLE>

    MERCHANDISING AND MARKETING.  The DELIA*S and DROOG catalogs, the dELiA*s
retail stores and the related e-commerce Web sites offer carefully selected
assortments of recognized and emerging brands of teen apparel and accessories,
complemented by dELiA*s proprietary brands. dELiA*s believes teens are very
brand-conscious, particularly in their apparel choices, and rely on their
favorite brands to help them project an image to their peers. dELiA*s monitors
leading teen magazines, including TEEN, SEVENTEEN and YM, television channels,
such as MTV, and other trend-setting media to identify brands and styles that it
believes are attracting the attention of the teen market. dELiA*s buyers
regularly attend apparel shows and meet with vendors and, in some cases, the
editorial staffs of teen magazines, to stay abreast of popular brands, fashions
and styles.

    These catalogs, retail stores and Web sites feature a broad assortment of
merchandise, ranging from basics, such as jeans, shorts and t-shirts, to more
fashion-oriented apparel and accessories, such as woven and knit junior dresses,
swimwear, sunglasses, watches, costume jewelry and cosmetics, to enable dELiA*s
customers to fulfill many of their fashion needs. dELiA*s also offers home
furnishings, light furniture and household articles to teen girls and young
women. Merchandise is presented in a manner that reflects the specific style of
the catalog, store or Web site. dELiA*s presents merchandise in coordinated
groupings to encourage customers to create outfits, which dELiA*s believes
increases average purchase size and enhances sales.

                                      136
<PAGE>
    The STORYBOOK HEIRLOOMS catalog and Web site market a carefully selected
assortment of proprietary product including upscale girls' dresses, special
occasion outfits, casual outfits, sportswear separates and related accessories
for girls age 4 to 11 and their parents.

    The TSI SOCCER catalog, retail stores and Web site offer a full range of
soccer merchandise, including footwear, apparel and equipment, almost all of
which consists of products from the leading suppliers of athletic footwear and
apparel, as well as manufacturers of well-known specialty brands. TSI Soccer
offers difficult-to-find sizes, men's, women's and children's styles, and
special team colors and product color combinations. TSI Soccer occasionally
offers exclusive products, designs or color combinations from leading suppliers.
As TSI has grown, it has been able to provide a greater breadth and depth of new
products. dELiA*s believes that few other marketers currently offer as complete
a line of soccer footwear, apparel and equipment covering the depth of products
TSI Soccer offers.

    CATALOG PUBLISHING.  In fiscal 1999, combined catalog circulation was
72 million. dELiA*s and its subsidiaries publish distinctive catalogs that
include detailed product descriptions and specifications, full color photographs
and pricing information. The catalogs are designed to create a unique and
entertaining shopping experience and to offer customers more than the typical
apparel catalog by combining the feel and editorial flair of a magazine with the
convenience of direct mail shopping.

    dELiA*s mails its catalogs to persons listed in its proprietary database, as
well as to persons from rented lists. dELiA*s believes it can leverage its
proprietary database to develop additional targeted mailings to specific
customer segments, and may expand its strategy of more frequent mailings of
supplemental catalogs to repeat customers.

    INTERNET SALES.  dELiA*s has experienced significant migrations of its
catalog customers to iTurf's Web sites which has had, and is expected to
continue to have, a material adverse effect on dELiA*s financial position and
results of operations. Through intercompany agreements with iTurf, dELiA*s has
given iTurf exclusive licenses to sell the products of dELiA*s and its
subsidiaries through the Web. Due to promotional pricing at iTurf and similar
factors, dELiA*s has from time to time made a lower gross margin on these sales
than if the sales had been made directly to dELiA*s catalog and retail
customers. In addition, dELiA*s does not get the full benefit of the sale as
dELiA*s only owns approximately 54% of iTurf as of August 21, 2000. Cash
provided by Web sales is restricted to use by iTurf and has not been available
for use in dELiA*s other businesses.

    RETAIL STORES.  The following table summarizes dELiA*s retail stores as of
August 21, 2000.

<TABLE>
<CAPTION>
CONCEPT                STORES              SIZE RANGE       AVERAGE SIZE                     LOCATIONS
--------------  --------------------   ------------------   ------------   ---------------------------------------------
                                                 (SQUARE FEET)
<S>             <C>                    <C>                  <C>            <C>
TSI Soccer                       24          2,100--4,600      3,400       California, Delaware, Georgia, Maryland, New
                                                                           Jersey, New York, North Carolina,
                                                                           Pennsylvania, Virginia
dELiA*s                          31          2,900--5,100      3,900       Connecticut, Delaware, Illinois, Maryland,
                                                                           Massachusetts, New Jersey, New York,
                                                                           Pennsylvania, Rhode Island
dELiA*s outlet                    4          2,800--4,000      3,300       New Jersey, New York, Pennsylvania
</TABLE>

    All of the retail stores have point-of-sale terminals that transmit
information daily on sales by item, color and size. dELiA*s evaluates this
information, together with weekly merchandise statistics reports, prior to
making merchandising decisions regarding reorders of fast-selling items and the
allocation of merchandise.

    TEAM SALES.  TSI Soccer sells customized soccer apparel in team-sized lots
to amateur and scholastic soccer teams and leagues. TSI Soccer screen prints
customized lettering and logos on

                                      137
<PAGE>
branded apparel produced by its leading suppliers. These products are typically
sold at a discount to equivalent non-customized products found in the TSI Soccer
catalogs and retail stores.

    PROPRIETARY DATABASE DEVELOPMENT.  dELiA*s and its subsidiaries have
historically developed their proprietary customer databases primarily through
referrals, word-of-mouth, returns of catalog request cards, on-line program
membership and targeted classified advertising in selected magazines, including,
for the DELIA*S catalog, SEVENTEEN and YM. During fiscal 1999, approximately
1.6 million new names were added to the databases through these channels. As of
January 29, 2000, the proprietary databases included more than 12 million names,
7 million of which were customers. The databases contain a person's name,
gender, residence, age, family status and historical transaction data,
including, among other things, referral source, history of orders, payment
method, average order size and product purchase information. Whenever possible,
dELiA*s also gathers additional demographic data including e-mail addresses.

    TELESERVICES AND ORDER ENTRY.  dELiA*s provides its catalog and Internet
customers with 24-hour, seven-day-a-week, toll-free telephone access.
Teleservice representatives process orders directly into dELiA*s management
information system. These representatives are versed in product sizes, colors
and features and are trained to cross-sell accessories and related products and
provide information about promotional items.

    dELiA*s believes its customers are particularly sensitive to the way
merchants and salespeople communicate with them. dELiA*s strives to hire
energetic, service-oriented teleservice representatives who can understand and
relate to its customers.

    dELiA*s currently has over 400 in-house phone stations between its three
call center facilities. As of January 29, 2000, approximately 500 full- and
part-time teleservice representatives have the capacity to handle nearly 5,000
calls per hour. dELiA*s also uses an outside teleservices provider for overflow
calls. dELiA*s processes telephone orders in an average of under five minutes,
depending upon the nature of the order and whether the customer is a first-time
or repeat customer.

    CUSTOMER SERVICE AND RETURNS.  dELiA*s and iTurf maintain separate catalog
and Internet customer service departments. Customer service inquiries are
principally concerned with order and refund status. Customer service
representatives are carefully screened, specially trained and often promoted
from within based on level of product knowledge, service ability and order
accuracy. Return experience is closely monitored to identify trends in product
offerings, product defects and quality issues.

    DISTRIBUTION AND FULFILLMENT.  Except for Storybook Heirlooms products,
which are shipped from a separate warehouse in Hayward, California, customer
orders and retail stock shipments are processed through dELiA*s warehouse and
fulfillment center in Hanover, Pennsylvania. This center has the capacity to
ship 35,000 packages per day. dELiA*s uses an integrated picking, packing and
shipping system with a live connection to its order entry and retail systems.
The system monitors the in-stock status of each item ordered, processes the
order and generates warehouse selection tickets and packing slips for order
fulfillment operations and retail stocking.

    dELiA*s has excess inventory in varying degrees over the course of the year.
dELiA*s mails sales catalogs, runs promotional sales of excess items and sells
excess inventory through its outlet stores and discount Web site. dELiA*s has
also used third-party liquidators, event sales and charitable donations to
dispose of excess inventory and may consider other liquidation options in the
future.

    A majority of the catalog orders are shipped within 48 hours of credit
approval. In cases in which the order is placed using another person's credit
card and it exceeds a specified threshold, the order is shipped only after
dELiA*s has received confirmation from the cardholder. Customers generally
receive orders within three to five business days after shipping.

                                      138
<PAGE>
INTELLECTUAL PROPERTY

    dELiA*s has registered the dELiA*s name, stylized logo and daisy symbol
("*"), among other trademarks, with the U.S. Patent and Trademark Office.
dELiA*s also owns the Storybook Heirlooms name and logo. dELiA*s uses the TSI
name under a royalty-free license from a third party. Applications for
registration of dELiA*s other trademarks, including Droog, Discount Domain,
OnTap, dotdotdash, gURL and TheSpark are currently pending or have been accepted
in the United States, Japan and other international territories. dELiA*s also
uses the trademarks, tradenames, logos and endorsements of suppliers with their
permission. While dELiA*s does from time to time receive notices of alleged
infringement of other people's intellectual property rights, dELiA*s is not
aware of any pending material conflicts concerning its marks or its use of
others' intellectual property rights.

COMPETITION

    The apparel, accessories and soccer specialty merchandise industries, as
well as the online content and community industries, are highly competitive and
dELiA*s expects competition in these markets to increase. dELiA*s competes with
traditional department-store retailers, as well as specialty apparel, accessory,
soccer and general athletic merchandise retailers, for teen and young adult
customers. dELiA*s also competes with other direct marketers and Internet
companies, including iTurf, some of which may specifically target its customers.
Many of dELiA*s competitors are larger than dELiA*s and have substantially
greater financial, distribution and marketing resources. Increased competition
could result in pricing pressures, increased marketing expenditures and loss of
market share. dELiA*s believes its success will depend, in part, on its ability
to adapt to new technologies and to respond to competitors' actions in these
areas.

EMPLOYEES

    As of January 29, 2000, dELiA*s had approximately 2,447 employees. None of
its employees is represented by a collective bargaining unit. dELiA*s considers
its relations with its employees to be good.

PROPERTIES

    The following table sets forth information regarding dELiA*s principal
facilities, excluding retail stores. Except for the building in Hanover, PA,
which was purchased during fiscal 1999, all facilities are currently leased.

<TABLE>
<CAPTION>
                                                                        APPR. SQ.        LEASE
LOCATION                                           USE                   FOOTAGE    EXPIRATION DATE
--------                            ----------------------------------  ---------   ---------------
<S>                                 <C>                                 <C>         <C>
New York, NY......................  Corporate offices                     45,000         2007
New York, NY......................  iTurf offices                         20,000         2000
Long Island City, NY..............  Call center                           25,000         2010
Hanover, PA.......................  Warehouse, fulfillment and           400,000           --
                                    distribution center
Durham, NC........................  Corporate offices and call center     65,000         2007
Foster City, CA...................  Corporate offices and call center     20,000         2001
Hayward, CA.......................  Warehouse, fulfillment and            33,000         2003
                                    distribution center
</TABLE>

    iTurf currently leases approximately 20,000 square feet of office space
located at One Battery Park Plaza, New York, New York 10004. While the current
space is leased on a month-to-month basis, iTurf recently entered into a 10-year
lease for approximately 25,000 square feet of office space at the same address.

    dELiA*s believes its facilities are well maintained and in good operating
condition.

                                      139
<PAGE>
LEGAL PROCEEDINGS.

    Between August 17, and August 25, 2000, three purported class action
complaints on behalf of iTurf stockholders were filed in Delaware Chancery Court
against iTurf, dELiA*s and each of iTurf's directors. These actions include:
Pack v. Kahn, et al., Del. Ch., C.A. No. 18242NC, Semeraro v. Kahn, et al., Del.
Ch., C.A. No. 18258, and Engel v. Kahn, et al., Del. Ch., C.A. No. 18260NC. All
three complaints make virtually identical claims, alleging that dELiA*s and the
members of the iTurf board of directors have breached their fiduciary duties to
iTurf and iTurf's public stockholders and that the exchange ratio is unfair to
iTurf's public stockholders.

    These complaints seek class certification and other equitable and monetary
reflief, including enjoining the merger or awarding damages. dELiA*s believes
that the allegations are without substantial merit and intends to vigorously
contest these actions. There can be no assurance that the defendants will be
successful.

    In 1999, two separate purported securities class action lawsuits were filed
against dELiA*s and some of its officers and directors and one former officer of
a subsidiary. The original complaints were filed in Federal District Court for
the Southern District of New York by Allain Roy on June 1, 1999 and by Lorraine
Padgett on June 3, 1999. The suits were consolidated into a single class action
and an amended and consolidated complaint was filed on March 22, 2000. The
complaint in this lawsuit purports to be a class action on behalf of the
purchasers of dELiA*s securities during the period January 20, 1998 through
September 10, 1998. The complaint generally alleges that the defendants violated
Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 under that
act by making material misstatements and by failing to disclose allegedly
material information regarding trends in dELiA*s business. The complaint also
alleges that the individual defendants are liable for those violations under
Section 20(a) of the Securities Exchange Act. The complaint seeks unspecified
damages, attorneys' and experts' fees and costs, and such other relief as the
court deems proper. On April 14, 2000, dELiA*s and the other named defendants
filed a motion to dismiss the lawsuit. On May 12, 2000, counsel for the
plaintiffs filed a memorandum in response to the defendant's motion and on
May 26, 2000, dELiA*s filed a reply to that response.

    dELiA*s intends to vigorously defend against this action. Based upon
information presently known to management, dELiA*s does not believe that the
ultimate resolution of this lawsuit will have a material adverse effect on its
financial condition, results of operations or cash flow.

    In connection with its acquisition of the Hanover, PA distribution facility,
dELiA*s hired an environmental consultant to perform an assessment of the
facility. As a result of that assessment, the seller of the property performed
soil remediation and created a groundwater remediation plan, each relating to
the presence of underground fuel oil, waste oil and gasoline tanks located on
the property and subsequently removed by the seller. The Pennsylvania Department
of Environmental Protection has released the seller from liability with respect
to soil contamination and has approved the ground water remediation plan. The
seller has set funds aside in escrow to cover up to $250,000 in ground water
remediation costs. dELiA*s does not believe that the environmental conditions at
the facility will have a material adverse effect on its consolidated financial
condition, results of operations or cash flows.

                                      140
<PAGE>
          MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                       AND RESULTS OF OPERATIONS OF ITURF

    YOU SHOULD READ THE FOLLOWING DISCUSSION IN CONJUNCTION WITH THE FINANCIAL
STATEMENTS AND RELATED NOTES THERETO OF ITURF WHICH APPEAR ELSEWHERE IN THIS
JOINT PROXY STATEMENT/PROSPECTUS. THE FOLLOWING DISCUSSION CONTAINS
FORWARD-LOOKING STATEMENTS THAT REFLECT ITURF'S PLANS, ESTIMATES AND BELIEFS.
ITURF'S ACTUAL RESULTS COULD DIFFER MATERIALLY FROM THOSE DISCUSSED IN THE
FORWARD-LOOKING STATEMENTS. FACTORS THAT COULD CAUSE OR CONTRIBUTE TO THESE
DIFFERENCES INCLUDE, BUT ARE NOT LIMITED TO, THOSE DISCUSSED BELOW AND ELSEWHERE
IN THIS JOINT PROXY STATEMENT/PROSPECTUS, PARTICULARLY IN "RISK FACTORS."

OVERVIEW

    iTurf is a leading provider, based on sales and traffic, of Internet
community, content and e-commerce services focused primarily on teens and young
adults. It provides teens and young adults with an online destination that
encompasses a network of Web sites that address this demographic group's
concerns, interests, tastes and needs. Its sites offer interactive web/zines
with proprietary content, chat rooms, posting boards, personal homepages, music
downloading and e-mail, as well as online shopping opportunities.

    iTurf is a subsidiary of dELiA*s and was incorporated on August 7, 1997.
Prior to the closing of iTurf's initial public offering, dELiA*s owned all of
the outstanding capital stock of iTurf. iTurf's results of operations include
the following:

    - the Internet operations of dELiA*s which were developed or acquired since
      December 17, 1997, including the dELiAs.cOm Web site which was launched in
      May 1998;

    - the Internet operations acquired by iTurf since its initial public
      offering;

    - the Internet operations of TSI Soccer Corporation, a wholly-owned
      subsidiary of dELiA*s which was acquired by dELiA*s in December 1997. The
      acquisition was accounted for as a pooling of interests. Concurrently with
      the closing of its initial public offering, iTurf acquired the
      tsisoccer.com domain name from TSI Soccer for 1,136 shares of Class A
      common stock, a $25,000 value at the initial public offering price.
      Therefore, the financial statements of iTurf reflect the Internet
      operations of TSI from March 14, 1995, when TSI began Internet operations;
      and

    - the operations of gURL Interactive, which was acquired by iTurf on
      December 17, 1997.

    Following the acquisition of gURL Interactive, iTurf launched the dELiAs.cOm
and discountdomain.com sites in May 1998, the contentsonline.com, dotdotdash.com
and droog.com sites in November 1998 and the StorybookHeirlooms.com site in
April 1999. iTurf sells products from these sites, each of which shares
merchandise and branding with catalog offerings of dELiA*s. iTurf combined the
contentsonline.com site with dELiAs.cOm in the fourth quarter of fiscal 1999 and
suspended the e-commerce operations of dotdotdash.com in April 2000.

    In addition, iTurf expanded its Web community features during the same
periods. iTurf launched gURLmAIL.com in February 1998 and gURLpages.com in
June 1998.

    On April 14, 1999, iTurf completed the initial public offering of 4,830,000
shares of its Class A common stock, which represented approximately 28% of the
shares then outstanding.

    On September 1, 1999, iTurf acquired [email protected], Inc. As a result of the
transaction, [email protected] became a wholly-owned subsidiary of iTurf and was
renamed OnTap.com Inc. The merger consideration consisted of 1,586,996 shares of
iTurf's Class A common stock.

    In connection with the OnTap transaction, MarketSource Corporation, which is
owned by some of the sellers of Taponline.com, including Martin D. Levine, who
was elected as a member of iTurf's

                                      141
<PAGE>
board of directors in September 1999 but resigned in December 1999, entered into
an arrangement to purchase advertising and other inventory on iTurf's network of
sites for resale to MarketSource's clients. Separately, iTurf entered into a
marketing alliance with MarketSource to promote iTurf's network of sites through
MarketSource's offline marketing channels. iTurf is committed to purchasing
approximately $6.5 million in promotional opportunities through these channels
over three years.

    On February 15, 2000, iTurf acquired TheSpark.com, Inc., which operates a
community and content Web site focusing on college students and young adults.
The consideration consisted of 1,099,988 newly-issued shares of iTurf's Class A
common stock and the right to receive additional consideration if certain
performance goals are met. If the performance goals related to TheSpark.com Web
site are met, iTurf is obligated to issue additional shares of iTurf's Class A
common stock to Spark stockholders having an aggregate value of up to
$13.5 million. However, if the number of additional shares required to be issued
exceeds 2,683,634, then only 2,683,634 shares will be issued and the balance of
iTurf's obligation to the Spark stockholders will be paid in cash. Of this
additional consideration, a first portion is based on the amount of certain
categories of revenues generated by or related to TheSpark.com Web site during
the 52-week period beginning February 27, 2000 and ending February 24, 2001 and
a second portion is based on the amount of certain categories of revenues
generated by or related to TheSpark.com Web site during the 52-week period
beginning February 25, 2001 and ending February 23, 2002.

    On August 16, 2000, dELiA*s, iTurf and a wholly-owned subsidiary of iTurf
entered into a merger agreement. Under the merger agreement, iTurf will issue to
dELiA*s stockholders 1.715 shares of its Class A common stock for each share of
dELiA*s common stock and dELiA*s will become a wholly-owned subsidiary of iTurf.

    In addition, on August 17, 2000, dELiA*s and iTurf announced their attention
to dispose of non-core businesses, including Storybook Heirlooms and TSI Soccer
and the related Web sites.

    iTurf generates revenue from four primary sources:

    - sales of apparel, accessories, footwear, athletic gear, home furnishings
      and other merchandise through its e-commerce sites;

    - fees paid for advertising on its sites;

    - subscription fees paid by members of its discount shopping service,
      discountdomain.com; and

    - fees from licensing the gURL brand and related online content.

    Sales of apparel, accessories and footwear for teen girls and young women on
dELiAs.cOm accounted for a substantial majority of iTurf's revenue in fiscal
1999 and is expected to account for the majority of iTurf's revenue for at least
the next twelve months. Sales of athletic gear on tsisoccer.com, primarily
soccer merchandise sold to teen boys and young men, was iTurf's second largest
source of product revenue in that period.

    For the periods prior to the closing of iTurf's initial public offering, the
historical financial statements contained elsewhere in this Joint Proxy
Statement/Prospectus reflect allocations for administrative, distribution and
other expenses incurred by dELiA*s for services rendered to iTurf. While iTurf
believes these allocations to be reasonable, they are not necessarily indicative
of, and it is not practical for iTurf to estimate, the levels of expenses that
would have resulted had iTurf been operating as an independent company.

                                      142
<PAGE>
    Since the closing of iTurf's initial public offering, the provision of
services and other matters between iTurf and dELiA*s, including use of dELiA*s
trademarks, have been governed by the intercompany agreements. iTurf believes
that the intercompany agreements, had they been in effect during all periods
presented, would not have had a material effect on its historical net income
(loss) given the level of benefits received from dELiA*s. Expenses would have
increased marginally in connection with fees to be paid to dELiA*s pursuant to
the trademark license and customer list agreement. However, the effect of the
trademark license and customer list agreement would have been substantially
offset by iTurf's ability under the supply arrangements of the intercompany
services agreement to purchase clearance inventory from dELiA*s at lower costs.
This offset has not continued to the same degree following the closing of
iTurf's initial public offering. After iTurf's initial public offering,
operating expenses paid to dELiA*s increased as a percentage of sales due to
fees associated with higher levels of advertising provided by dELiA*s and with
increased sales made under trademarks licensed from dELiA*s.

    Prior to iTurf's initial public offering, iTurf also relied on dELiA*s to
provide financing for iTurf's operations. Therefore, iTurf's cash flows for the
periods prior to the closing of its initial public offering are not necessarily
indicative of the cash flows that would have resulted had iTurf been operating
as an independent company during those periods.

    iTurf believes that its continued growth will depend in large part on its
ability to increase its brand awareness, provide its customers with superior
Internet community and e-commerce experiences and continue to enhance its
systems and technology to support increased traffic to its Web sites. iTurf has
invested heavily, and expects to continue to invest heavily, in marketing and
promotion, including advertising in dELiA*s print catalogs, and to further
develop its Web sites, technology and operating infrastructure. As a result,
iTurf expects to record substantial net losses for the foreseeable future if the
proposed merger is not consummated.

    Because iTurf sells many of the same products dELiA*s does and advertises
its offerings to dELiA*s customers, it competes directly with dELiA*s. iTurf's
success at selling products to dELiA*s customers has an adverse effect on
dELiA*s cash flows. As iTurf has become more successful in this regard, dELiA*s
financial condition has become adversely affected. Material adverse changes to
dELiA*s financial condition jeopardize iTurf's ability to continue to obtain
goods and services from dELiA*s under the intercompany agreements. As a result,
if the proposed merger is not consummated, iTurf may be required to renegotiate
the terms of the intercompany agreements or provide financing to dELiA*s in
order to ensure that iTurf can continue to obtain goods and services from
dELiA*s.

    In view of the rapidly changing nature of iTurf's business and its limited
operating history, as well as the seasonality of its business, iTurf believes
that period-to-period comparisons of its operating results, including iTurf's
gross profit margin and operating expenses as a percentage of sales, are not
necessarily meaningful. You should not rely on this information as an indication
of future performance.

                                      143
<PAGE>
RESULTS OF OPERATIONS

    The following table sets forth certain statement of operations data as a
percentage of net revenues for the periods indicated:

<TABLE>
<CAPTION>
                                                                                           THIRTEEN WEEKS
                                                                                               ENDED
                                                                                        --------------------
                                                                                         MAY 1,    APRIL 29,
                                              FISCAL 1997   FISCAL 1998   FISCAL 1999     1999       2000
                                              -----------   -----------   -----------   --------   ---------
<S>                                           <C>           <C>           <C>           <C>        <C>
Net product sales...........................     100.0%         83.5%         91.7%       92.7%       90.8%
Advertising and other.......................        --          16.5           8.3         7.3         9.2
                                                 -----         -----         -----       -----       -----
Total net revenues..........................     100.0         100.0         100.0       100.0       100.0
Cost of product sales.......................      51.5          42.0          52.7        50.9        49.7
                                                 -----         -----         -----       -----       -----
Gross profit................................      48.5          58.0          47.3        49.1        50.3
Operating expenses..........................      85.1          37.6         117.4        67.0       141.1
Interest expense (income), net..............      14.9           1.0         (12.0)       (4.3)       (6.9)
                                                 -----         -----         -----       -----       -----
Income (loss) before income taxes...........     (51.5)         19.4         (58.1)      (13.7)      (83.9)
Income tax provision (benefit)..............     (21.6)          8.8          (0.6)       (6.1)         --
                                                 -----         -----         -----       -----       -----
Net income (loss)...........................     (29.9)%        10.6%        (57.5)%      (7.5)%     (83.9)%
                                                 =====         =====         =====       =====       =====
</TABLE>

COMPARISON OF THIRTEEN WEEKS ENDED MAY 1, 1999 AND APRIL 29, 2000

    NET REVENUES.  Net revenues increased from $2.6 million for the first
quarter of fiscal 1999 to $11.0 million for the first quarter of fiscal 2000.
The increase primarily relates to dELiAs.cOm sales. Advertising, subscription
and licensing revenues were approximately $1.0 million for the first quarter of
fiscal 2000 compared to $190,000 for the first quarter of fiscal 1999 as a
result of both growth on iTurf's existing sites and acquisition of new sites.

    GROSS PROFIT.  Gross profit increased from $1.3 million for the first
quarter of fiscal 1999 to $5.5 million for the first quarter of fiscal 2000 as a
result of increased sales and other revenues. Product gross margin increased
slightly from 45.1% in the first quarter of fiscal 1999 to 45.3% in the first
quarter of fiscal 2000.

    OPERATING EXPENSES.  Operating expenses are comprised of

    - selling and marketing expenses, which include advertising costs, credit
      card fees, trademark licensing and distribution costs,

    - technology and content development expenses, which include site
      development, editorial content and system costs,

    - general and administrative expenses and

    - goodwill amortization expense.

    Total operating expenses, including direct expenses, expenses allocated from
dELiA*s for periods prior to iTurf's initial public offering and expenses
charged by dELiA*s in connection with intercompany agreements after iTurf's
initial public offering, increased from $1.8 million, or 67.0% of revenues, in
the first quarter of fiscal 1999 to $15.5 million, or 141.1% of revenues, in the
first quarter of fiscal 2000, due to a substantial increase in advertising,
product development and overhead costs to support the launch of the iTurf.com
hub site and the continued expansion of the other sites of the iTurf network.

                                      144
<PAGE>
COMPARISON OF FISCAL YEARS 1998 AND 1999

    NET REVENUES.  Net revenues increased from $4.0 million in fiscal 1998 to
$24.8 million in fiscal 1999. The increase was due to the launch of Web sites
after the beginning of fiscal 1998 including dELiAs.cOm (May 1998),
discountdomain.com (May 1998), contentsonline.com (November 1998), droog.com
(November 1998) and StorybookHeirlooms.com (April 1999), and iTurf's acquisition
of OnTap.com in September 1999, as well as increased traffic as a result of
iTurf's marketing efforts and growth in Internet usage. Revenues from sales of
products increased from $3.4 million in fiscal 1998 to $22.8 million in fiscal
1999. Advertising revenue increased from approximately $444,000 in fiscal 1998
to $1.3 million in fiscal 1999. The increase in advertising revenue was
primarily due to more effective sales efforts as a result of iTurf's
relationship with MarketSource Corporation and increased traffic on iTurf's
community Web sites. Subscription and licensing revenue was approximately
$218,000 in fiscal 1998 and $700,000 in fiscal 1999.

    GROSS PROFIT.  Gross profit increased from $2.3 million in fiscal 1998 to
$11.7 million in fiscal 1999 as a result of increased sales. Gross margin
decreased from 58.0% in fiscal 1998 to 47.3% in fiscal 1999. The decrease was
principally due to increased sales of lower-margin products on iTurf's
discountdomain.com and tsisoccer.com sites and seasonal promotional offers.
These other revenue sources improve gross margins because they have no direct
cost of sales. The indirect expenses incurred in connection with these revenue
sources are included in operating expenses.

    OPERATING EXPENSES.  Total operating expenses increased from $1.5 million,
or 37.6% of net revenues, in fiscal 1998 to $29.1 million, or 117.4% of net
revenues, in fiscal 1999 due to a substantial increase in advertising, content
development and overhead costs to support the continued expansion of iTurf. A
significant portion of these expenses, $9.8 million in fiscal 1999 and $219,000
in fiscal 1998, represent costs allocated or charged by dELiA*s for services
rendered.

    INTEREST EXPENSE (INCOME), NET.  Interest income of $3.0 million for fiscal
1999 reflects the investment of iTurf's initial public offering proceeds, while
interest expense of $41,000 for fiscal 1998 relates to iTurf's indebtedness to
dELiA*s for financing iTurf's operations.

    INCOME TAX PROVISION (BENEFIT).  For periods prior to iTurf's initial public
offering, its results were included in dELiA*s consolidated federal and state
income tax returns and its income tax provision was calculated as if it had
operated as an independent company. For these periods, dELiA*s paid all taxes
for iTurf and, as such, income taxes payable and deferred tax assets and
liabilities were included in amounts due to dELiA*s. As a result of iTurf's
initial public offering, iTurf is required to file a separate return. Based on
iTurf's projections of net losses, iTurf has fully reserved its net deferred tax
assets. Therefore, iTurf estimates its effective tax rate for the period since
its initial public offering to be zero.

COMPARISON OF FISCAL YEARS 1997 AND 1998

    NET REVENUES.  Net revenues increased from $134,000 in fiscal 1997 to
$4.0 million in fiscal 1998. The increase was primarily due to the launch of the
dELiAs.cOm Web site in May 1998 and advertising revenue of approximately
$444,000 during fiscal 1998. iTurf did not sell any advertising in fiscal 1997.
Subscription fees and licensing revenue were approximately $218,000 for fiscal
1998; iTurf did not have any such revenue for fiscal 1997.

    GROSS PROFIT.  Gross profit increased from $65,000 in fiscal 1997 to
$2.3 million in fiscal 1998 as a result of both increased sales and a higher
gross margin. Gross margin increased from 48.5% in fiscal 1997 to 58.0% in
fiscal 1998. This increase was due to both the increased sales of higher-margin
apparel and accessories on the dELiAs.cOm Web site, which was launched in
May 1998, as well as revenue from advertising, licensing and subscriptions
during the second, third and fourth quarters of fiscal 1998.

                                      145
<PAGE>
    OPERATING EXPENSES.  Total operating expenses, including direct expenses and
expenses allocated from dELiA*s, increased from $114,000, or 85.1% of net
revenues, in fiscal 1997 to $1.5 million, or 37.6% of net revenues, in fiscal
1998 due to a substantial increase in advertising, content development and
overhead costs to support the continued expansion of iTurf. A significant
portion of these expenses, $45,000 in fiscal 1997 and $219,000 in fiscal 1998,
was allocated from dELiA*s.

QUARTERLY RESULTS OF OPERATIONS

    The following table sets forth certain unaudited quarterly statement of
operations data for the five quarters ended April 29, 2000. This unaudited
quarterly information has been derived from unaudited financial statements of
iTurf and, in the opinion of management, includes all adjustments, consisting
only of normal recurring adjustments, necessary for a fair presentation of the
information for the periods covered. The quarterly data should be read in
conjunction with the iTurf financial statements and the notes thereto included
in this Joint Proxy Statement/Prospectus. The operating results for the quarters
are not necessarily indicative of the operating results for any future period.

<TABLE>
<CAPTION>
                                                                        QUARTER OR THIRTEEN WEEKS ENDED
                                                              ----------------------------------------------------
                                                               MAY 1,    JULY 31,   OCT. 30,   JAN. 29,   APR. 29,
                                                                1999       1999       1999       2000       2000
                                                              --------   --------   --------   --------   --------
                                                                (IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
<S>                                                           <C>        <C>        <C>        <C>        <C>
Net product sales...........................................   $2,425    $ 2,600    $ 4,602    $13,125    $  9,988
Advertising and other.......................................      190        352        699        828       1,007
                                                               ------    -------    -------    -------    --------
Total net revenues..........................................   $2,615    $ 2,952    $ 5,301    $13,953    $ 10,995
Cost of product sales.......................................    1,332      1,651      2,639      7,460       5,464
                                                               ------    -------    -------    -------    --------
Gross profit................................................    1,283      1,301      2,662      6,493       5,531
Operating expenses..........................................    1,753      4,052      9,981     13,350      15,518
Interest expense (income), net..............................     (112)      (989)      (965)      (899)       (765)
                                                               ------    -------    -------    -------    --------
Income (loss) before income taxes...........................     (358)    (1,762)    (6,354)    (5,958)     (9,222)
Provision (benefit) for income taxes........................     (161)        --         --         --          --
                                                               ------    -------    -------    -------    --------
Net income (loss)...........................................   $ (197)   $(1,762)   $(6,354)   $(5,958)   $ (9,222)
                                                               ======    =======    =======    =======    ========
Per share data:
Basic and diluted net income (loss) per share...............   $(0.01)   $ (0.10)   $ (0.35)   $ (0.31)   $  (0.47)
                                                               ======    =======    =======    =======    ========
Shares used in calculation of basic net income (loss) per
  share.....................................................   13,413     17,331     18,360     18,918      19,818
                                                               ======    =======    =======    =======    ========
Shares used in calculation of diluted net income (loss) per
  share.....................................................   13,413     17,331     18,360     18,918      19,818
                                                               ======    =======    =======    =======    ========

                                                                         PERCENTAGE OF TOTAL NET SALES
                                                              ----------------------------------------------------
Net revenues................................................    100.0%     100.0%     100.0%     100.0%      100.0%
Cost of product sales.......................................     50.9       55.9       49.8       53.5        49.7
                                                               ------    -------    -------    -------    --------
Gross profit................................................     49.1       44.1       50.2       46.5        50.3
Operating expenses..........................................     67.0      137.3      188.3       95.6       141.1
Interest expense (income), net..............................     (4.3)     (33.5)     (18.2)      (6.4)       (6.9)
                                                               ------    -------    -------    -------    --------
Income (loss) before income taxes...........................    (13.6)     (59.7)    (119.9)     (42.7)      (83.9)
Provision (benefit) for income taxes........................     (6.1)        --         --         --          --
                                                               ------    -------    -------    -------    --------
Net income (loss)...........................................     (7.5)%    (59.7)%   (119.9)%    (42.7)%     (83.9)%
                                                               ======    =======    =======    =======    ========
</TABLE>

SEASONALITY

    iTurf's revenues and operating results may vary significantly from quarter
to quarter due to a number of factors, many of which are outside of its control.
These factors include:

    - seasonal fluctuations in consumer purchasing patterns and advertising
      spending;

    - timing of, response to and quantity of dELiA*s catalog and iTurf's own
      electronic mailings;

    - changes in the growth rate of Internet usage;

                                      146
<PAGE>
    - actions of competitors;

    - the timing and amount of costs relating to the expansion of iTurf's
      operations and acquisitions of technology or businesses; and

    - general economic and market conditions.

    iTurf's limited operating history and rapid growth make it difficult to
ascertain the effects of seasonality on iTurf's business. iTurf believes that
period-to-period comparisons of iTurf's historical results are not necessarily
meaningful and should not be relied upon as an indication of future results.

LIQUIDITY AND CAPITAL RESOURCES

    Operating activities provided net cash of $646,000 for fiscal 1998 and used
$14.0 million during fiscal 1999 and $8.6 million in the first quarter of fiscal
2000. This significant cash usage during fiscal 1999 and the first quarter of
fiscal 2000 reflects higher operating expenses as well as prepayments of
marketing and other costs.

    Net cash used in investing activities of $64.3 million for fiscal 1999
related primarily to investments in marketable securities and the purchase of
shares of dELiA*s common stock from dELiA*s in connection with iTurf's initial
public offering. Net cash provided by investing activities of $8.9 million for
the first quarter of fiscal 2000 related primarily to the maturity of
investments. During fiscal 1998, iTurf's use of $265,000 for purchases of
property and equipment was iTurf's only investing activity. iTurf expects to
make capital expenditures of approximately $2.4 million in fiscal 2000,
including investments in technology and physical infrastructure. In addition, a
portion of iTurf's resources may be used to fund acquisitions or investments in
businesses, products and technologies that are complementary to its current
business.

    iTurf also expects to spend significant amounts for marketing and other
alliances. In May 1999, iTurf entered into a strategic alliance agreement with
America Online, Inc. under which iTurf is committed to make cash payments of
approximately $3.1 million. In August 1999, iTurf entered into a strategic
marketing alliance with Microsoft Corporation under which it agreed to pay
Microsoft $2.6 million over the one-year term of the agreement. In connection
with the September 1999 [email protected] transaction, iTurf agreed to purchase
approximately $5.0 million in promotional opportunities through MarketSource's
offline marketing channels over three years.

    While iTurf's cash on hand is not used in dELiA*s non-Internet businesses,
iTurf periodically prepays dELiA*s for inventory and various services, including
advertising, under the intercompany agreements. At April 29, 2000, iTurf's
prepaid balance was $1.6 million, while shortly thereafter it was approximately
$6.0 million. These prepayments are not secured. A third-party creditor has a
perfected security interest in the inventory for which iTurf has prepaid, which
is senior to any interest iTurf may have in this inventory. As a result, if
dELiA*s were to default on its obligations to this third-party creditor, iTurf
might suffer a loss of all or part of these prepaid expenses.

    In the first quarter of fiscal 2000, iTurf entered into a lease agreement
for additional office space in the office building it currently occupies in
downtown Manhattan. The lease term is 10 years. The lease term does not commence
until the landlord delivers possession of the additional office space. iTurf
expects the landlord to deliver possession of the space in October 2000. During
the term of the lease, iTurf will pay annual rent of approximately $800,000,
subject to adjustment.

    Financing activities provided net cash of $96.9 million for fiscal 1999 and
used $37,000 for fiscal 1998. The significant amount of cash provided by
financing activities during fiscal 1999 relates to the initial public offering
of iTurf's common stock. Prior to iTurf's initial public offering, financing
activities were related primarily to loans from dELiA*s. Financing activities
were not significant in the first

                                      147
<PAGE>
quarter of fiscal 2000 compared to the $99.2 million provided by iTurf's initial
public offering in the first quarter of fiscal 1999.

    iTurf's capital requirements depend on numerous factors, including:

    - the rate of market acceptance of iTurf's online presence;

    - iTurf's ability to expand its customer base;

    - the cost of upgrades to iTurf's online presence; and

    - iTurf's level of expenditures for sales and marketing.

    The timing and amount of these capital requirements cannot accurately be
predicted. Additionally, iTurf will continue to evaluate possible investments in
businesses, products and system technologies and to expand its sales and
marketing programs and conduct more aggressive brand promotions. iTurf believes
that the net proceeds of its initial public offering, together with its cash
from operations, will be sufficient to meet anticipated cash needs at least
through fiscal 2000.

QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK.

    iTurf maintains the majority of its excess funds in marketable securities.
These financial instruments are subject to interest rate risk and will decline
in value if interest rates increase. iTurf does not believe that a change of 100
basis points in interest rates would have a material effect on its financial
condition.

                                      148
<PAGE>
          MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                      AND RESULTS OF OPERATIONS OF DELIA*S

    YOU SHOULD READ THE FOLLOWING DISCUSSION IN CONJUNCTION WITH THE FINANCIAL
STATEMENTS AND RELATED NOTES THERETO OF DELIA*S WHICH APPEAR ELSEWHERE IN THIS
JOINT PROXY STATEMENT/PROSPECTUS. THE FOLLOWING DISCUSSION CONTAINS
FORWARD-LOOKING STATEMENTS THAT REFLECT DELIA*S PLANS, ESTIMATES AND BELIEFS.
DELIA*S ACTUAL RESULTS COULD DIFFER MATERIALLY FROM THOSE DISCUSSED IN THE
FORWARD-LOOKING STATEMENTS. FACTORS THAT COULD CAUSE OR CONTRIBUTE TO THESE
DIFFERENCES INCLUDE, BUT ARE NOT LIMITED TO, THOSE DISCUSSED BELOW AND ELSEWHERE
IN THIS JOINT PROXY STATEMENT/PROSPECTUS, PARTICULARLY IN "RISK FACTORS."

OVERVIEW

    Through its catalogs, retail stores and Web sites, dELiA*s is a leading
marketer of casual apparel, accessories, soccer merchandise and Internet content
and community services to Generation Y.

    Through the DELIA*S catalog, Web site, full-priced stores and discount
outlet stores, dELiA*s is a leading marketer of casual apparel, related
accessories, home furnishings and cosmetics to Generation Y girls and young
women. The new full-priced dELiA*s retail concept was launched with the first
premiere store opening in February 1999 and expanded to 31 stores by August 21,
2000. Through the TSI SOCCER catalog, retail stores and Web site, dELiA*s
subsidiary TSI Soccer is a leading marketer of specialty soccer merchandise to
Generation Y boys and girls. dELiA*s other catalogs with related Web sites
include DROOG, an apparel and accessories title that targets Generation Y young
men, and STORYBOOK HEIRLOOMS, which primarily targets girls ages 4 to 11 and
their mothers with fashionable, upscale special occasion outfits, casual apparel
and accessories. During fiscal 1999, dELiA*s also tested DOT DOT DASH, another
pre-teen apparel catalog and Web site, but suspended publication to focus its
resources. Until recently, dELiA*s targeted young men and women with its
Screeem! and Jean Country retail stores. Those stores have been converted to
dELiA*s full-priced stores or closed.

    On April 14, 1999, dELiA*s completed an initial public offering of 28% of
the common stock of iTurf. iTurf used $17.7 million of the proceeds to purchase
551,046 shares of dELiA*s common stock from dELiA*s. At January 29, 2000, as a
result of several transactions described herein, dELiA*s ownership of iTurf had
declined to approximately 60% of value.

    On August 16, 2000, dELiA*s, iTurf and a wholly-owned subsidiary of iTurf
entered into a merger agreement. Under the merger agreement, iTurf will issue to
dELiA*s stockholders 1.715 shares of its Class A common stock for each share of
dELiA*s common stock and dELiA*s will become a wholly-owned subsidiary of iTurf.

    In addition, on August 17, 2000, dELiA*s and iTurf announced their intention
to dispose of non-core businesses, including Storybook Heirlooms and TSI Soccer
and the related Web sites.

    RESTRUCTURING During fiscal 1999, dELiA*s recorded a charge of approximately
$24.2 million in connection with its restructuring plan to exit the Screeem! and
Jean Country retail operations. The charge is comprised of the following:

    - $19.4 million for the write-off of the remaining unamortized balance of
      goodwill and other intangibles relating to the acquisition of the Screeem!
      and Jean Country retail operations;

    - $3.6 million for the shut-down of certain retail stores, of which
      $2.3 million represented the write-off of assets that would no longer be
      used and $1.3 million, primarily relating to future lease costs, was
      accrued;

    - $700,000 for the elimination of approximately 125 full-time and part-time
      jobs at the Screeem! corporate office and the store locations to be
      closed, resulting in employee severance costs; and

    - $500,000 for the liquidation of inventory carried at stores to be
      converted or closed, reflected in cost of sales.

                                      149
<PAGE>
    The total charge of $24.2 million includes $23.7 million that is included in
operating expenses as a restructuring charge and $500,000 included as cost of
sales. The total charge also includes $1.4 million of goodwill write-off
relating to the value of 168,039 shares of dELiA*s common stock issued in
February 2000. This additional goodwill charge was recorded in fiscal 1999, when
the related contingencies were satisfied, as an increase to additional paid-in
capital.

    Through the first quarter of fiscal 2000, dELiA*s has incurred approximately
$400,000 for costs relating to store shut-down, $500,000 for inventory
liquidation and $200,000 for the elimination of 111 jobs. dELiA*s expects the
$1.4 million that remains accrued at April 29, 2000 for store shut-down and
employee severance costs to be incurred in the second quarter of fiscal 2000
when the restructuring is completed.

    CAPITAL INVESTMENTS.  During fiscal 1999 and into fiscal 2000, dELiA*s has
made and continues to make significant capital expenditures for store build-out
in connection with the dELiA*s retail concept and expansion of other retail
concepts.

    In addition, in order to support its direct marketing and Internet
operations, dELiA*s has made and continues to make significant capital
expenditures for telephone and management information systems and has hired and
maintained an in-house workforce of teleservice representatives.

    dELiA*s has made, and expects to continue to make, significant capital
expenditures to build infrastructure, including high-performance sophisticated
retail management systems, to support the additional sales volume expected as a
result of expected growth in its various businesses.

    dELiA*s plans to expand both retail and catalog operations depend on
obtaining additional capital. There can be no assurance that dELiA*s will be
able to raise capital as it grows. While dELiA*s has invested in infrastructure
to support substantial growth, in the event its expansion plans are delayed or
curtailed, dELiA*s may not develop a volume of business that will allow it to
recognize fully the efficiencies it had planned to achieve from these
investments.

RESULTS OF OPERATIONS

    On December 10, 1997, dELiA*s acquired TSI Soccer Corporation in a
transaction accounted for as a pooling of interests. Accordingly, dELiA*s
historical results have been restated to include the historical operations of
TSI.

                                      150
<PAGE>
    The following table sets forth, for the periods indicated, the percentage
relationship of items from dELiA*s income statement to net sales. Any trends
reflected by the following table may not be indicative of future results.

<TABLE>
<CAPTION>
                                                             PERCENTAGE OF NET SALES
                              --------------------------------------------------------------------------------------
                              FISCAL YEAR 1997   FISCAL YEAR 1998   FISCAL YEAR 1999
                                   ENDED              ENDED              ENDED             THIRTEEN WEEKS ENDED
                                JANUARY 31,        JANUARY 31,        JANUARY 29,      -----------------------------
                                    1998               1999               2000         MAY 1, 1999    APRIL 29, 2000
                              ----------------   ----------------   ----------------   ------------   --------------
<S>                           <C>                <C>                <C>                <C>            <C>
Net sales...................        100.0%             100.0%             100.0%           100.0%          100.0%
Cost of sales...............         51.1               49.5               56.7             55.0            52.6
                                    -----              -----              -----           ------          ------
Gross profit................         48.9               50.5               43.3             45.0            47.4
Selling, general, and
  administrative expenses...         42.4               45.3               65.2             56.8            79.5
Merger related costs........          1.4                 --                 --               --              --
Restructuring charge........           --                 --               12.4             54.8              --
Gain on subsidiary IPO and
  sale of subsidiary
  stock.....................           --                 --              (40.9)          (167.6)             --
Minority interest...........           --                 --               (2.6)             0.0            (8.0)
Interest and other income,
  net.......................         (1.0)              (0.6)              (1.3)            (0.3)           (1.4)
                                    -----              -----              -----           ------          ------
Income (loss) before income
  taxes.....................          6.1                5.8               10.5            101.3           (22.7)
Provision (benefit) for
  income taxes..............          2.2                2.1                4.8             41.9            (4.9)
                                    -----              -----              -----           ------          ------
Net income (loss)...........          3.9%               3.7%               5.7%            59.4%          (17.8)%
                                    =====              =====              =====           ======          ======
</TABLE>

COMPARISON OF FISCAL QUARTERS ENDED APRIL 29, 2000 AND MAY 1, 1999

    NET SALES.  Net sales increased approximately $7.3 million to $49.1 million
in the first quarter of fiscal 2000 from $41.8 million in the first quarter of
fiscal 1999. The increase relates primarily to higher direct marketing sales as
well as higher retail sales, primarily in connection with the dELiA*s premier
and TSI retail concepts, offset by lower sales in the Screeem! concept.
E-commerce sales continued to grow as a percentage of overall direct marketing
sales, representing nearly 29% of all direct marketing sales for the first
quarter of fiscal 2000 compared to 8% of all direct marketing sales for the
first quarter of fiscal 1999.

    GROSS MARGIN.  Gross margin increased to 47.4% in the first quarter of
fiscal 2000 from 46.1%, excluding a $500,000 charge related to the Screeem!
restructuring, in the first quarter of fiscal 1999. The increase is primarily
due to improved freight margins in dELiA*s catalog segment as well as an
increase in the proportion of its retail sales relating to its higher margin
dELiA*s premier concept.

    SELLING, GENERAL AND ADMINISTRATIVE EXPENSES.  Selling, general and
administrative expenses increased approximately $15.2 million to $39.0 million
in the first quarter of fiscal 2000 from $23.8 million (before restructuring) in
the first quarter of fiscal 1999. Selling, general and administrative expenses
increased as a percentage of net sales from 56.8% in the first quarter of fiscal
1999 to 79.5% in the first quarter of fiscal 2000. The increase is primarily due
to higher selling, general and administrative expenses at iTurf as well as
increased costs associated with dELiA*s retail infrastructure-building and
additional stores.

    RESTRUCTURING CHARGE.  During the first quarter of fiscal 1999, dELiA*s
recorded a charge (primarily non-cash) of approximately $23.4 million in
connection with its restructuring plan to close its Screeem!

                                      151
<PAGE>
and Jean Country retail operations. This charge includes approximately $500,000
related to inventory and recorded as cost of sales.

    GAIN ON SUBSIDIARY INITIAL PUBLIC OFFERING.  On April 14, 1999, dELiA*s
completed an initial public offering of approximately 4.8 million shares of
Class A common stock of iTurf. As a result of the transaction, dELiA*s
recognized a gain of approximately $70.1 million before taxes.

    MINORITY INTEREST.  Since the iTurf initial public offering in April 1999,
dELiA*s reflects the outside ownership of that subsidiary as minority interest.
As of April 29, 2000, dELiA*s owned 57% of the value and controlled 89% of the
vote of iTurf.

    INCOME TAXES.  The decrease in dELiA*s effective income tax rate relates
primarily to iTurf losses. Since the iTurf initial public offering in April
1999, iTurf continues to be consolidated in the dELiA*s financial statements for
reporting purposes but iTurf is no longer a part of its consolidated group for
tax purposes and the deferred tax assets arising from its net operating loss are
fully reserved.

COMPARISON OF FISCAL YEARS 1998 AND 1999

    NET SALES.  Net sales increased approximately $32.4 million, from
$158.4 million in fiscal 1998 to $190.8 million in fiscal 1999. The increase is
a result of new stores and catalog titles as well as growth in Internet sales,
some of which represents a shift from dELiA*s catalog channel.

    GROSS MARGIN.  Gross margin decreased from 50.5% in fiscal 1998 to 43.3% in
fiscal 1999. The decrease in gross margin was primarily due to greater markdowns
and increased promotions at dELiA*s and iTurf, liquidations at the Screeem!
stores in connection with the restructuring and increased freight costs.

    SELLING, GENERAL AND ADMINISTRATIVE EXPENSES.  Selling, general and
administrative expenses increased approximately $52.6 million, from
$71.7 million in fiscal 1998 to $124.3 million in fiscal 1999. Selling, general
and administrative expenses increased as a percentage of net sales from 45.3% in
fiscal 1998 to 65.2% in fiscal 1999. The increase in selling, general and
administrative expenses was primarily due to expansion of the Internet and
retail businesses as well as spending on greater catalog circulation. In
addition, lower dELiA*s catalog sales were not accompanied by a direct reduction
in expenses.

    RESTRUCTURING CHARGE.  During fiscal 1999, dELiA*s recorded a charge of
approximately $24.2 million in connection with its restructuring plan to close
the Screeem! and Jean Country retail operations. This charge includes
approximately $500,000 related to inventory and recorded as cost of sales.

    GAIN ON SUBSIDIARY IPO AND SALE OF SUBSIDIARY STOCK.  In connection with the
April 1999 iTurf initial public offering, dELiA*s recognized a one-time, pre-tax
gain of approximately $70.1 million. During the fourth quarter of fiscal 1999,
dELiA*s recorded an additional $8.0 million pre-tax gain on its sale of
1,075,000 shares of iTurf stock for cash.

    MINORITY INTEREST.  Since the iTurf initial public offering in fiscal 1999,
dELiA*s reflects the outside ownership of that subsidiary as minority interest.
As of January 29, 2000, dELiA*s owned 60% of the value and controlled 90% of the
vote of iTurf.

    INTEREST AND OTHER INCOME, NET.  The significant increase in interest and
other income from $1.0 million in fiscal 1998 to $2.4 million in fiscal 1999
relates to the purchase of marketable securities with the proceeds of the iTurf
initial public offering, offset in part by increased interest expense due to
additional borrowings.

    INCOME TAXES.  The increase in dELiA*s effective income tax rate from 37% of
pre-tax income in fiscal 1998 to 45% of pre-tax income in fiscal 1999 relates
primarily to iTurf losses. Although iTurf is

                                      152
<PAGE>
consolidated in the dELiA*s financial statements for reporting purposes, iTurf
is no longer a part of the dELiA*s consolidated group for tax purposes and the
deferred tax assets arising from its net operating loss are fully reserved.

COMPARISON OF FISCAL YEARS 1997 AND 1998

    NET SALES.  Net sales increased approximately $45.4 million, from
$113.0 million in fiscal 1997 to $158.4 million in fiscal 1998. The increase in
net sales was primarily due to dELiA*s fiscal 1998 acquisitions and an increase
in the number of catalogs mailed, offset in part by reduced response rates to
the catalogs.

    GROSS MARGIN.  Gross margin increased from 48.9% in fiscal 1997 to 50.5% in
fiscal 1998. The increase in gross margin was primarily due to a larger
proportion of higher-margin apparel sales compared to relatively lower-margin
soccer merchandise sales. Gross margin also increased due to improved sourcing
of merchandise, including larger volume discounts from suppliers and a greater
proportion of private label products sourced directly from overseas contract
manufacturers.

    SELLING, GENERAL AND ADMINISTRATIVE EXPENSES.  Selling, general and
administrative expenses increased approximately $23.8 million, from
$47.9 million in fiscal 1997 to $71.7 million in fiscal 1998. Selling, general
and administrative expenses increased as a percentage of net sales from 42.4% in
fiscal 1997 to 45.3% in fiscal 1998. The increase in selling, general and
administrative expenses was primarily due to greater marketing expenditures on
catalog circulation and greater spending on dELiA*s corporate infrastructure,
including expenditures to support retail and Internet growth.

    MERGER RELATED COSTS.  Merger related costs of $1.6 million were incurred in
fiscal 1997 in connection with the TSI acquisition and included professional
fees, costs related to consolidation of distribution facilities, the write-off
of property and equipment and cancellation of contracts.

    INTEREST AND OTHER INCOME, NET.  Interest and other income, net, decreased
approximately $0.2 million, from $1.2 million in fiscal 1997 to $1.0 million in
fiscal 1998. The decrease in interest income, net, was primarily due to dELiA*s
use of the net proceeds from its initial public offering and another public
offering it completed in 1997, which proceeds were previously invested, for its
1998 acquisitions.

SELECTED QUARTERLY RESULTS OF OPERATIONS AND SEASONALITY

    The following table sets forth unaudited income statement data for the five
quarters ended April 29, 2000, as well as the data expressed as percentages of
dELiA*s total net sales for the periods indicated. The data have been derived
from unaudited consolidated financial statements that, in the opinion of
management, include all adjustments consisting only of normal recurring
adjustments necessary for fair presentation when read in conjunction with
dELiA*s annual audited consolidated financial statements and notes thereto.

                                      153
<PAGE>

<TABLE>
<CAPTION>
                                                               QUARTER OR THIRTEEN WEEKS ENDED
                                                    -----------------------------------------------------
                                                     MAY 1,    JULY 31,   OCT. 30,   JAN. 29,   APRIL 29,
                                                      1999       1999       1999       2000       2000
                                                    --------   --------   --------   --------   ---------
                                                            (IN THOUSANDS, EXCEPT PER SHARE DATA)
<S>                                                 <C>        <C>        <C>        <C>        <C>
Net sales.........................................  $41,812    $33,375    $48,085    $67,500    $ 49,057
Cost of sales.....................................   23,023     20,450     25,776     38,899      25,792
                                                    -------    -------    -------    -------    --------
Gross profit......................................   18,789     12,925     22,309     28,601      23,265
Selling, general and administrative expenses......   23,750     23,908     32,395     44,286      39,003
Restructuring charge..............................   22,907         --         --        761          --
Gain on subsidiary IPO and sale of subsidiary
  stock...........................................  (70,091)        --         --     (8,026)         --
Interest and other income, net....................     (140)    (1,027)      (703)      (559)       (667)
Minority interest.................................        8       (493)    (2,125)    (2,255)     (3,901)
                                                    -------    -------    -------    -------    --------
Income (loss) before income taxes.................   42,355     (9,463)    (7,258)    (5,606)    (11,170)
Provision (benefit) for income taxes *............   17,519     (3,399)    (1,257)    (3,793)     (2,424)
                                                    -------    -------    -------    -------    --------
Net income (loss).................................  $24,836    $(6,064)   $(6,001)   $(1,813)   $ (8,746)
                                                    =======    =======    =======    =======    ========
Per share data:
Basic net income (loss) per share.................  $  1.75    $ (0.42)   $ (0.42)   $ (0.13)   $  (0.60)
                                                    =======    =======    =======    =======    ========
Diluted net income (loss) per share...............  $  1.56    $ (0.42)   $ (0.42)   $ (0.13)   $  (0.60)
                                                    =======    =======    =======    =======    ========
Shares used in calculation of basic net income
  (loss) per share................................   14,231     14,330     14,342     14,356      14,503
Shares used in calculation of diluted net income
  (loss) per share................................   15,966     14,330     14,342     14,356      14,503

                                                                PERCENTAGE OF TOTAL NET SALES
                                                    -----------------------------------------------------
Net sales.........................................    100.0%     100.0%     100.0%     100.0%      100.0%
Cost of sales.....................................     55.0       61.3       53.6       57.6        52.6
                                                    -------    -------    -------    -------    --------
Gross profit......................................     45.0       38.7       46.4       42.4        47.4
Selling, general, administrative expenses.........     56.8       71.6       67.4       65.6        79.5
Restructuring charge..............................     54.8         --         --        1.1          --
Gain on subsidiary IPO and sale of subsidiary
  stock...........................................   (167.6)        --         --      (11.9)         --
Interest and other income, net....................     (0.3)      (3.1)      (1.5)      (0.8)       (1.4)
Minority interest.................................       --       (1.5)      (4.4)      (3.3)       (8.0)
                                                    -------    -------    -------    -------    --------
Income (loss) before income taxes.................    101.3      (28.3)     (15.1)      (8.3)      (22.7)
Provision (benefit) for income taxes..............     41.9      (10.2)      (2.6)      (5.6)       (4.9)
                                                    -------    -------    -------    -------    --------
Net income (loss).................................     59.4%     (18.1)%    (12.5)%     (2.7)%     (17.8)%
                                                    =======    =======    =======    =======    ========
</TABLE>

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

*   The income tax benefit for the fourth quarter of fiscal 1999 includes
    significant adjustments to estimates booked earlier in fiscal 1999.

    dELiA*s experiences seasonal fluctuations in its merchandise sales and
results of operations. dELiA*s expects its sales and operating results generally
to be lower in the first half and higher in the second half of each fiscal year.
Quarterly results may fluctuate as a result of numerous factors, including:

    - the timing, quantity and cost of catalog and electronic mailings;

    - the timing of new store openings;

    - the timing of sale circulars and liquidations;

    - the timing of merchandise deliveries;

                                      154
<PAGE>
    - market acceptance of merchandise, including new merchandise categories or
      products introduced, and response rates to catalog mailings;

    - the mix of products sold;

    - the timing of inventory writedowns;

    - the incurrence of other operating costs; and

    - factors beyond its control, such as general economic conditions, changes
      in consumer spending patterns, actions of competitors and weather and
      other factors affecting retail stores.

    Accordingly, the results of operations in any quarter will not necessarily
be indicative of the results that may be achieved for a full fiscal year or any
future quarter.

LIQUIDITY AND CAPITAL RESOURCES

    On April 28, 2000, dELiA*s entered into the Amended and Restated Credit
Agreement with Congress Financial Corporation. The agreement amends and restates
the terms of dELiA*s credit facility with First Union National Bank, the parent
company of Congress. The Congress credit facility consists of a revolving line
of credit permitting dELiA*s to borrow up to $25 million and provides for the
issuance of documentary and standby letters of credit up to $10 million. dELiA*s
obligations under the Congress credit agreement are secured by a lien on
substantially all of its assets, except some real property, the Class B common
stock of iTurf that it owns and the assets of iTurf and its subsidiaries. As
with the First Union facility, the availability of the revolving line of credit
is limited to specified percentages of the value of dELiA*s eligible inventory
determined under the credit agreement, which percentages are subject to
restrictions and reserves in some circumstances. However, the Congress credit
facility provides dELiA*s with a higher initial borrowing base than that
provided by the First Union facility. At dELiA*s option, borrowings under this
facility bear interest at First Union National Bank's prime rate plus 25 basis
points or at LIBOR plus 225 basis points. The credit agreement contains
covenants and default provisions customary for credit facilities of this nature,
including limitations on dELiA*s payment of dividends and sales of assets. A fee
of 0.375% per year is assessed monthly on the unused portion of the line of
credit. The Congress credit agreement contains controls on dELiA*s cash
management and limits its ability to distribute assets. In particular, dELiA*s
is prohibited from distributing any iTurf shares to its stockholders prior to
November 1, 2000, and may be similarly restricted thereafter if dELiA*s has not
met, among other things, minimum borrowing capacity availability requirements.

    There were no funds borrowed under the credit agreements prior to fiscal
1999. During fiscal 1999, dELiA*s borrowed $9 million under the First Union
credit facility and repaid $6 million by April 29, 2000.

    On August 6, 1999, dELiA*s purchased for $6.2 million an approximately
400,000 square foot distribution facility in Hanover, Pennsylvania. dELiA*s had
previously leased the majority of this space. dELiA*s borrowed $5.3 million from
Allfirst Bank in the form of a mortgage loan on the property to pay for
$5.0 million of the purchase price and $300,000 of planned capital improvements.
dELiA*s is subject to covenants under the loan agreement, including a covenant
to maintain a fixed charge coverage ratio. Interest on the loan is calculated
using a variable LIBOR-based interest rate. On August 10, 1999, dELiA*s entered
into an interest-rate swap agreement with Allfirst Bank under which it
effectively converted the mortgage to a fixed-rate loan with an interest rate of
approximately 8.78%. dELiA*s did not meet the fixed charge coverage ratio
covenant for the first quarter of fiscal 2000. dELiA*s has received a waiver of
this covenant through the first quarter of fiscal 2001.

    Cash used by operations was $36.5 million in fiscal 1999 compared to
$9.2 million in fiscal 1998. This change primarily relates to dELiA*s increased
operating losses. Cash used in operations in the

                                      155
<PAGE>
first quarter of fiscal 2000 and 1999 was $12.9 million and $9.7 million,
respectively. The increase in cash used in operations primarily relates to
increased operating losses.

    In fiscal 1999, investing activities used cash of $65.0 million, which
primarily relates to the purchase of marketable securities with the iTurf
offering proceeds and capital expenditures. In fiscal 1998, investing
activities, primarily the sale of marketable securities, provided
$15.6 million. During fiscal 2000, dELiA*s expects to make capital expenditures
in excess of $9.0 million for the expansion of its retail concepts, investment
in information system projects at iTurf and other subsidiaries as well as
leasehold improvements and other equipment relating to new corporate office
leases. dELiA*s expects to fund these capital expenditures through equipment
leases, the sale of shares of iTurf's common stock currently held by dELiA*s,
its credit facility and cash from operations. Investing activities provided
$7.4 million in the first quarter of fiscal 2000, primarily relating to net
proceeds from iTurf's investments, offset by capital expenditures, and used
$3.4 million for capital expenditures in the first quarter of fiscal 1999.

    dELiA*s believes that its cash on hand and cash generated by operations,
together with the funds available under its credit agreement, will be sufficient
to meet its capital and operating requirements through fiscal 2000. dELiA*s
future capital requirements depend on numerous factors, including the success of
its marketing, sales and distribution efforts. Additional funds, if required,
may not be available on favorable terms or at all.

    In addition to capital expenditures, iTurf expects to spend significant
amounts for marketing and other alliances. In May 1999, iTurf entered into a
strategic alliance agreement with America Online, Inc. under which iTurf is
committed to make cash payments of approximately $3.1 million. In August 1999,
iTurf entered into a strategic marketing alliance with Microsoft Corporation
under which it has committed to pay Microsoft $2.6 million in fiscal 2000. In
connection with the September 1999 [email protected] transaction, iTurf agreed to
promote its network of sites for three years through MarketSource's offline
marketing channels for future payments of approximately $5.0 million.

    Cash provided by financing activities of $115.5 million in fiscal 1999
relates primarily to the iTurf initial public offering and borrowings under
dELiA*s credit facility; financing activities were not significant in fiscal
1998. Cash flows from financing activities in the first quarter of fiscal 1999
were $99.1 million as a result of the initial public offering of iTurf's common
stock. dELiA*s did not engage in significant financing activities in the first
quarter of fiscal 2000.

RECENT ACCOUNTING PRONOUNCEMENTS

    In June 1999, the Financial Accounting Standards Board approved deferral of
Statement No. 133 - Accounting for Derivative Instruments and Hedging
Activities, which dELiA*s is required to adopt in its fiscal year beginning
February 2001. SFAS No. 133 requires that all derivative instruments be recorded
on the balance sheet at fair value. dELiA*s does not expect its adoption of SFAS
No. 133 to have a material impact on its consolidated position, results of
operations and cash flows.

QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

    dELiA*s maintains the majority of its excess funds in marketable securities.
These financial instruments are subject to interest rate risk and will decline
in value if interest rates increase. dELiA*s does not believe that a change of
100 basis points in interest rates would have a material effect on its financial
condition.

    dELiA*s outstanding long-term debt as of April 29, 2000 when offset by its
interest rate hedge bears interest at a fixed rate; therefore, dELiA*s results
of operations would only be affected by interest rate changes to the extent that
fluctuating rate loans are outstanding under its credit facility. As of
April 29, 2000, dELiA*s had $3 million outstanding under this facility. dELiA*s
does not believe

                                      156
<PAGE>
that a change of 100 basis points in interest rates would have a material effect
on its financial condition.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
  DISCLOSURE

    On May 14, 1999, the audit committee of dELiA*s board of directors approved
the dismissal of Deloitte & Touche LLP, the principal accountant previously
engaged to audit dELiA*s financial statements. Neither of the reports provided
by Deloitte & Touche LLP for the past two years contained an adverse opinion or
a disclaimer of opinion, or was qualified or modified as to uncertainty, audit
scope or accounting principles. During dELiA*s two most recent fiscal years and
the subsequent period, there were no disagreements with the former accountant on
any matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedures, which disagreement, if not resolved
to the satisfaction of the former accountant, would have caused it to make
reference to the subject matter of the disagreement in connection with its
report.

    On May 14, 1999, the audit committee approved the engagement of Ernst &
Young LLP as the principal accountant to audit dELiA*s financial statements.
During dELiA*s two most recent fiscal years and the subsequent period prior to
such appointment, dELiA*s had not consulted the newly engaged accountant
regarding either the application of accounting principles to a specified
transaction or the type of audit opinion that might be rendered on its financial
statements, nor on any matter that was either the subject of a disagreement or a
reportable event.

POSSIBLE STRATEGIC INVESTMENT

    dELiA*s may explore arrangements, including investments in dELiA*s capital
stock, with one or more investors, particularly investors with retailing
expertise. If any of these arrangements are completed prior to         , 2000,
the record date for dELiA*s stockholders meeting, dELiA*s would seek to obtain
an agreement from the investor(s) to vote in favor of the merger proposal. If
dELiA*s is successful in making these arrangements, one of the effects would be
to make it more likely that the merger proposal would be approved by dELiA*s
stockholders.

                                    EXPERTS

    The consolidated financial statements of iTurf at January 29, 2000 and
January 31, 1999, and for each of the three years in the period ended
January 29, 2000, included in this Joint Proxy Statement/ Prospectus of iTurf
and dELiA*s, which is referred to and made a part of this registration statement
on Form S-4, have been audited by Ernst & Young LLP, independent auditors, as
set forth in their reports thereon included herein, and are included in reliance
upon such report given on the authority of such firm as experts in accounting
and auditing.

    The consolidated financial statements of dELiA*s at January 29, 2000, and
for the fiscal year ended January 29, 2000, included in this Joint Proxy
Statement/Prospectus of iTurf and dELiA*s, which is referred to and made a part
of this registration statement on Form S-4, have been audited by Ernst & Young
LLP, independent auditors, as set forth in their reports thereon included
herein, and are included in reliance upon such report given on the authority of
such firm as experts in accounting and auditing.

    The consolidated financial statements of dELiA*s Inc. as of January 31, 1999
and for each of the two fiscal years in the period ended January 31, 1999,
included in this prospectus, have been audited by Deloitte & Touche LLP,
independent auditors, as stated in their report, appearing herein, and has been
so included in reliance upon the report of such firm given upon their authority
as experts in accounting and auditing.

                                 LEGAL MATTERS

    The validity of iTurf's Class A common stock being issued in the merger and
material federal income tax matters relating to the merger is being passed upon
for iTurf by Proskauer Rose LLP.

                                      157
<PAGE>
                      WHERE YOU CAN FIND MORE INFORMATION

    dELiA*s and iTurf file annual, quarterly and current reports, proxy
statements and other information with the Securities and Exchange Commission.
You may read and copy any reports, statements or other information that the
companies file at the Securities and Exchange Commission's public reference
rooms in Washington, D.C., New York, New York and Chicago, Illinois. Please call
the Securities and Exchange Commission at 1-800-SEC-0330 for further information
on the public reference rooms. iTurf's and dELiA*s public filings are also
available to the public from commercial document retrieval services and at the
Internet World Wide Web site maintained by the Securities and Exchange
Commission at "http://www.sec.gov." Reports, proxy statements and other
information concerning iTurf and dELiA*s also may be inspected at the offices of
The Nasdaq Stock Market, 1735 K Street, Washington, D.C. 20006.

    iTurf has filed a registration statement on Form S-4 to register with the
Securities and Exchange Commission the shares of iTurf's Class A common stock to
be issued to dELiA*s stockholders in the merger. This Joint Proxy
Statement/Prospectus is a part of that registration statement and constitutes a
prospectus of iTurf and a proxy statement of iTurf for the iTurf special
meeting, in addition to being a proxy statement of dELiA*s for the dELiA*s
special meeting.

    As permitted by the Securities and Exchange Commission rules, this Joint
Proxy Statement/ Prospectus does not contain all the information that
stockholders can find in the registration statement or the exhibits to the
registration statement.

    dELiA*s has supplied all information contained in this Joint Proxy
Statement/Prospectus relating to dELiA*s, and iTurf has supplied all such
information relating to iTurf.

    If you are a stockholder of dELiA*s or iTurf, you can obtain copies of the
documents filed by dELiA*s or iTurf with the Securities and Exchange Commission
through the companies, the Securities and Exchange Commission or the Securities
and Exchange Commission's Internet Web site as described above. The Annual
Reports on Form 10-K/A for the fiscal year ended January 29, 2000 and the
Quarterly Reports on Form 10-Q for the period ended April 29, 2000 of dELiA*s
and iTurf are available from the companies without charge, excluding all
exhibits, except that if the companies have specifically incorporated by
reference an exhibit in this Joint Proxy Statement/Prospectus, the exhibit will
also be provided without charge. Stockholders may obtain documents filed by
dELiA*s or iTurf with the Securities and Exchange Commission by requesting them
in writing or by telephone from the following addresses:

       dELiA*s Inc.
       435 Hudson Street
       New York, New York 10014
       (212) 807-9060

       iTurf Inc.
       One Battery Park Plaza
       New York, New York 10004
       (212) 742-1640

    IF YOU WOULD LIKE TO REQUEST DOCUMENTS FROM EITHER COMPANY, PLEASE DO SO BY
            , 2000 TO RECEIVE THEM BEFORE THE DELIA*S AND ITURF SPECIAL
MEETINGS.

    You should rely only on the information contained or incorporated by
reference in this Joint Proxy Statement/Prospectus. We have not authorized
anyone to provide you with information that is different from what is contained
in this Joint Proxy Statement/Prospectus. This Joint Proxy Statement/Prospectus
is dated             , 2000. You should not assume that the information
contained in this Joint Proxy Statement/Prospectus is accurate as of any date
other than that date. Neither the mailing of this Joint Proxy
Statement/Prospectus to stockholders nor the issuance of iTurf's Class A common
stock in the merger creates any implication to the contrary.

                                      158
<PAGE>
                         INDEX TO FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
                                                                PAGE
                                                              --------
<S>                                                           <C>
iTurf Inc.
REPORT OF INDEPENDENT AUDITORS..............................  F-2
FINANCIAL STATEMENTS:
  Consolidated Balance Sheets as of January 31, 1999 and
    January 29, 2000........................................  F-3
  Consolidated Statements of Operations for the fiscal years
    ended January 31, 1998, January 31, 1999 and
    January 29, 2000........................................  F-4
  Consolidated Statements of Stockholders' Equity for the
    fiscal years ended January 31, 1998, January 31, 1999
    and January 29, 2000....................................  F-5
  Consolidated Statements of Cash Flows for the fiscal years
    ended January 31, 1998, January 31, 1999 and
    January 29, 2000........................................  F-6
  Notes to Consolidated Financial Statements................  F-7
  Condensed Consolidated Balance Sheets--January 29, 2000
    and April 29, 2000 (Unaudited)..........................  F-18
  Condensed Consolidated Statements of Operations--Thirteen
    weeks ended May 1, 1999 (Unaudited) and April 29, 2000
    (Unaudited).............................................  F-19
  Condensed Consolidated Statements of Cash Flows--Thirteen
    weeks ended May 1, 1999 (Unaudited) and April 29, 2000
    (Unaudited).............................................  F-20
  Notes to Unaudited Condensed Consolidated Financial
    Statements..............................................  F-21

dELiA*s Inc.
REPORTS OF INDEPENDENT AUDITORS.............................  F-24
FINANCIAL STATEMENTS:
  Consolidated Balance Sheets as of January 31, 1999 and
    January 29, 2000........................................  F-26
  Consolidated Statements of Income for the fiscal years
    ended January 31, 1998, January 31, 1999 and January 29,
    2000....................................................  F-27
  Consolidated Statements of Stockholders' Equity for the
    fiscal years ended January 31, 1998, January 31, 1999
    and January 29, 2000....................................  F-28
  Consolidated Statements of Cash Flows for the fiscal years
    ended January 31, 1998, January 31, 1999 and
    January 29, 2000........................................  F-29
  Notes to Consolidated Financial Statements................  F-30
  Condensed Consolidated Balance Sheets--January 29, 2000
    and April 29, 2000 (Unaudited)..........................  F-47
  Condensed Consolidated Statements of Operations--Thirteen
    weeks ended May 1, 1999 (Unaudited) and April 29, 2000
    (Unaudited).............................................  F-48
  Condensed Consolidated Statements of Cash Flows--Thirteen
    weeks ended May 1, 1999 (Unaudited) and April 29, 2000
    (Unaudited).............................................  F-49
  Notes to Unaudited Condensed Consolidated Financial
    Statements..............................................  F-50
</TABLE>

                                      F-1
<PAGE>
                         REPORT OF INDEPENDENT AUDITORS

To the Board of Directors and Stockholders
of iTurf Inc.

    We have audited the consolidated balance sheets of iTurf Inc. (the
"Company") as of January 31, 1999 and January 29, 2000 and the related
consolidated statements of operations, stockholders' equity, and cash flows for
each of the three fiscal years in the period ended January 29, 2000. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on the financial statements based on our
audits.

    We conducted our audits in accordance with auditing standards generally
accepted in the United States. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.

    In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the consolidated financial position of
iTurf Inc. at January 31, 1999 and January 29, 2000 and the results of the
Company's operations and cash flows for each of the three fiscal years in the
period ended January 29, 2000 in conformity with accounting principles generally
accepted in the United States.

                                                               ERNST & YOUNG LLP

March 17, 2000
New York, New York

                                      F-2
<PAGE>
                                   ITURF INC.

                          CONSOLIDATED BALANCE SHEETS

                     JANUARY 31, 1999 AND JANUARY 29, 2000

                (IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

<TABLE>
<CAPTION>
                                                              JANUARY 31, 1999   JANUARY 29, 2000
                                                              ----------------   ----------------
<S>                                                           <C>                <C>
                                             ASSETS
CURRENT ASSETS
  Cash and cash equivalents.................................       $  375             $19,009
  Short-term investments....................................           --              32,893
  Prepaid expenses--dELiA*s.................................           --               1,118
  Prepaid expenses and other current assets.................           --               3,569
                                                                   ------             -------
    Total current assets....................................          375              56,589

INVESTMENTS.................................................           --              11,024
PROPERTY AND EQUIPMENT, net of accumulated depreciation of
  $46 and $518 at January 31, 1999 and January 29, 2000,
  respectively..............................................          414               3,286
INTANGIBLE ASSETS, NET......................................          317              17,703
OTHER ASSETS................................................          110                 206
                                                                   ------             -------
TOTAL ASSETS................................................       $1,216             $88,808
                                                                   ======             =======

                              LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
  Accounts payable and other current liabilities............       $  263             $ 3,856
  Due to dELiA*s............................................          573                  --
                                                                   ------             -------
    Total current liabilities...............................          836               3,856

STOCKHOLDERS' EQUITY
  Preferred stock, $.01 par value, 1,000,000 shares
    authorized; no shares issued or outstanding.............           --                  --
  Class A common stock, $.01 par value, 67,500,000 shares
    authorized; no shares issued or outstanding at
    January 31, 1999; 7,493,132 shares issued and
    outstanding at January 29, 2000.........................           --                  75
  Class B common stock, $.01 par value, 12,500,000 shares
    authorized; 12,500,000 and 11,425,000 issued and
    outstanding at January 31, 1999 and January 29, 2000,
    respectively............................................          125                 114
  Additional paid-in capital................................           --             116,388
  Investment in common stock of dELiA*s Inc.................           --             (17,734)
  Retained earnings (deficit)...............................          255             (13,891)
                                                                   ------             -------
    Total stockholders' equity..............................          380              84,952
                                                                   ------             -------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY..................       $1,216             $88,808
                                                                   ======             =======
</TABLE>

                See notes to consolidated financial statements.

                                      F-3
<PAGE>
                                   ITURF INC.

                     CONSOLIDATED STATEMENTS OF OPERATIONS

   FISCAL YEARS ENDED JANUARY 31, 1998, JANUARY 31, 1999 AND JANUARY 29, 2000

                     (IN THOUSANDS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
                                                                          FISCAL
                                                              ------------------------------
                                                                1997       1998       1999
                                                              --------   --------   --------
<S>                                                           <C>        <C>        <C>
REVENUES:
  NET PRODUCT SALES.........................................   $  134     $3,352    $ 22,752
  ADVERTISING AND OTHER.....................................       --        662       2,069
                                                               ------     ------    --------
TOTAL NET REVENUES..........................................      134      4,014      24,821

COST OF PRODUCT SALES.......................................       69      1,687      13,082
                                                               ------     ------    --------

GROSS PROFIT................................................       65      2,327      11,739

OPERATING EXPENSES:
  SELLING AND MARKETING.....................................       --        633      18,979
  TECHNOLOGY AND CONTENT DEVELOPMENT........................       --        341       5,505
  GENERAL AND ADMINISTRATIVE................................      111        458       2,996
  GOODWILL AMORTIZATION EXPENSE.............................        3         74       1,656
                                                               ------     ------    --------
TOTAL OPERATING EXPENSES....................................      114      1,506      29,136
                                                               ------     ------    --------
INCOME (LOSS) FROM OPERATIONS...............................      (49)       821     (17,397)

INTEREST EXPENSE............................................       20         41          11

INTEREST INCOME.............................................       --         --      (2,976)
                                                               ------     ------    --------

INCOME (LOSS) BEFORE INCOME TAXES...........................      (69)       780     (14,432)

PROVISION (BENEFIT) FOR INCOME TAXES........................      (29)       355        (161)
                                                               ------     ------    --------

NET INCOME (LOSS)...........................................   $  (40)    $  425    $(14,271)
                                                               ======     ======    ========

BASIC AND DILUTED NET INCOME (LOSS) PER SHARE...............   $(0.00)    $ 0.03    $  (0.84)
                                                               ======     ======    ========
</TABLE>

                See notes to consolidated financial statements.

                                      F-4
<PAGE>
                                   ITURF INC.

                CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

   FISCAL YEARS ENDED JANUARY 31, 1998, JANUARY 31, 1999 AND JANUARY 29, 2000

                       (IN THOUSANDS, EXCEPT SHARE DATA)

<TABLE>
<CAPTION>
                                       CLASS A                 CLASS B
                                     COMMON STOCK           COMMON STOCK        ADDITIONAL              RETAINED        TOTAL
                                 --------------------   ---------------------    PAID-IN                EARNINGS    STOCKHOLDERS'
                                  SHARES      AMOUNT      SHARES      AMOUNT     CAPITAL      OTHER     (DEFICIT)      EQUITY
                                 ---------   --------   ----------   --------   ----------   --------   ---------   -------------
<S>                              <C>         <C>        <C>          <C>        <C>          <C>        <C>         <C>
BALANCE, JANUARY 31, 1997......         --     $--      12,500,000     $125      $     --    $     --   $   (130)      $     (5)

Net loss.......................         --      --              --       --            --          --        (40)           (40)
                                 ---------     ---      ----------     ----      --------    --------   --------       --------

BALANCE, JANUARY 31, 1998......         --      --      12,500,000      125            --          --       (170)           (45)

Net income.....................         --      --              --       --            --          --        425            425
                                 ---------     ---      ----------     ----      --------    --------   --------       --------

BALANCE, JANUARY 31, 1999......         --      --      12,500,000      125            --          --        255            380

Issuance of common stock in
  initial public offering, net
  of offering costs............  4,830,000      48              --       --        97,236          --        125         97,409

Investment in dELiA*s common
  stock (Note 1)...............         --      --              --       --            --     (17,734)        --        (17,734)

Issuance of common stock for
  acquisitions (Note 3)........  1,588,132      16              --       --        19,152          --         --         19,168

Conversions (Note 5)...........  1,075,000      11      (1,075,000)     (11)           --          --         --             --

Net loss.......................         --      --              --       --            --          --    (14,271)       (14,271)
                                 ---------     ---      ----------     ----      --------    --------   --------       --------

BALANCE, JANUARY 29, 2000......  7,493,132     $75      11,425,000     $114      $116,388    $(17,734)  $(13,891)      $ 84,952
                                 =========     ===      ==========     ====      ========    ========   ========       ========
</TABLE>

                See notes to consolidated financial statements.

                                      F-5
<PAGE>
                                   ITURF INC.

                     CONSOLIDATED STATEMENTS OF CASH FLOWS

   FISCAL YEARS ENDED JANUARY 31, 1998, JANUARY 31, 1999 AND JANUARY 29, 2000

                                 (IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                          FISCAL
                                                              ------------------------------
                                                                1997       1998       1999
                                                              --------   --------   --------
<S>                                                           <C>        <C>        <C>
OPERATING ACTIVITIES:
  Net income (loss).........................................   $ (40)    $   425    $(14,271)
  Adjustments to reconcile net income (loss) to net cash
    provided by (used in) operating activities:
    Depreciation and amortization...........................       6         117       2,128
    Amortization of premiums and discounts on investments,
      net...................................................      --          --        (473)
    Changes in operating assets and liabilities:
      Prepaid expenses--related party.......................      --          --      (1,118)
      Other current assets..................................      --          --      (3,569)
      Other assets..........................................      --          --        (206)
      Accounts payable and other current liabilities........      --         104       3,552
                                                               -----     -------    --------
Net cash provided by (used in) operating activities.........     (34)        646     (13,957)

INVESTING ACTIVITIES:
  Purchase of dELiA*s stock.................................      --          --     (17,734)
  Capital expenditures......................................     (98)       (265)     (2,607)
  Acquisitions..............................................    (126)         --        (547)
  Purchase of investment securities.........................      --          --     (73,952)
  Proceeds from the maturity of investment securities.......      --          --      31,508
  Other investments.........................................      --          --      (1,000)
                                                               -----     -------    --------
Net cash used in investing activities.......................    (224)       (265)    (64,332)

FINANCING ACTIVITIES:
  Net proceeds from issuance of common stock................      --          --      97,496
  Deferred offering costs...................................      --         (49)         --
  Loan from dELiA*s.........................................     372       3,286       1,001
  Repayment to dELiA*s......................................     (83)     (3,274)     (1,574)
                                                               -----     -------    --------
Net cash provided by (used in) financing activities.........     289         (37)     96,923

INCREASE IN CASH AND CASH EQUIVALENTS.......................      31         344      18,634

CASH AND CASH EQUIVALENTS--Beginning of year................      --          31         375
                                                               -----     -------    --------
CASH AND CASH EQUIVALENTS--End of year......................   $  31     $   375    $ 19,009
                                                               =====     =======    ========
SUPPLEMENTARY CASH FLOW INFORMATION:
  Income taxes paid.........................................      --          --          --
                                                               =====     =======    ========
  Interest paid.............................................      --          --          --
                                                               =====     =======    ========

SUPPLEMENTAL DISCLOSURE OF NONCASH FINANCING AND INVESTING ACTIVITY:
  Issuance of dELiA*s Inc. common stock in connection with the gURL acquisition. See
    Note 3.
  Issuance of iTurf Inc. common stock for the acquisition of TSISoccer.com domain name. See
    Note 3.
  Issuance of iTurf Inc. common stock for the acquisition of [email protected], Inc. See
    Note 3.
</TABLE>

                See notes to consolidated financial statements.

                                      F-6
<PAGE>
                                   ITURF INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                JANUARY 29, 2000

1.  BUSINESS AND BASIS OF PRESENTATION

    iTurf Inc. operates a network of community and commerce Web sites that is
focused primarily on teens and young adults. We are a subsidiary of
dELiA*s Inc. The accompanying financial statements of iTurf, which was
incorporated in August 1997, include all of dELiA*s Internet operations from
that date of incorporation, as well as the Internet operations of TSI Soccer
Corporation prior to that date. We utilize dELiA*s business relationships,
infrastructure and brand names and relied on dELiA*s to provide financing for
our operations until April 14, 1999, when we completed an initial public
offering of our Class A common stock.

    On April 1, 1999, our certificate of incorporation was amended and restated
such that the authorized capital stock of iTurf consists of 67,500,000 shares of
Class A common stock, par value $.01 per share, 12,500,000 shares of Class B
common stock, par value $.01 per share and 1,000,000 shares of Preferred Stock,
par value $.01 per share. In addition, exchange of the 100 shares of common
stock previously outstanding and held by dELiA*s into 12,500,000 shares of
Class B common stock was approved. All share information in these financial
statements and notes has been adjusted to reflect these changes and
consequently, $125,000, the par value of the Class B common stock was
reclassified from retained earnings (deficit) for periods prior to April 1.

    In our initial public offering, we issued 4,830,000 shares of our Class A
common stock to the public at a price of $22 per share to receive net cash
proceeds of approximately $97.4 million after expenses. Holders of Class A
common stock have voting rights identical to holders of Class B common stock,
except that holders of Class A common stock are entitled to one vote per share
and holders of Class B are entitled to six votes per share. dELiA*s continues to
own all outstanding shares of iTurf's Class B common stock, each share of which
is convertible into one share of Class A common stock under certain
circumstances. At January 29, 2000, dELiA*s owned approximately 90% of the
voting power and 60% of the value of iTurf common stock.

    iTurf used approximately $17.7 million of the initial public offering
proceeds to purchase 551,046 shares of dELiA*s common stock from dELiA*s. This
purchase has been recorded as a reduction to iTurf's stockholders' equity.

    For periods prior to our initial public offering, the financial statements
include expenses which have been allocated to iTurf by dELiA*s on a specific
identification basis plus the allocated share of the costs associated with
resources we shared with dELiA*s. Allocations from dELiA*s for such shared
resources were made primarily on a proportional cost method based on related
revenues and management believes these allocations to be reasonable. Since our
initial public offering, similar expenses are recorded in accordance with
intercompany agreements. At January 29, 2000, a portion of our intercompany
expenses were prepaid.

    PRINCIPLES OF CONSOLIDATION--The consolidated financial statements include
the accounts of iTurf Inc. and subsidiaries, all of which were wholly owned for
all periods presented. All significant intercompany balances and transactions
have been eliminated in consolidation.

2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

    FISCAL YEAR--Any reference in this report to a particular fiscal year after
1998 is to the year ended on the Saturday closest to January 31 following the
corresponding calendar year. For example, "fiscal 1999" means the period from
February 1, 1999 to January 29, 2000. Any reference in this report to a

                                      F-7
<PAGE>
                                   ITURF INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                                JANUARY 29, 2000

2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
particular fiscal year before 1999 is to the year ended January 31 following the
corresponding calendar year. For example, "fiscal 1998" means the period from
February 1, 1998 to January 31, 1999.

    INCOME TAXES--We use the liability method of accounting for income taxes,
whereby deferred income taxes are provided on items recognized for financial
reporting purposes over different periods than for income taxes purposes.
Valuation allowances are provided when the expected realization of tax assets
does not meet a more likely than not criteria.

    For periods prior to our initial public offering, our results were included
in dELiA*s consolidated federal and state income tax returns and our income tax
provision was calculated as if we had operated as an independent company. For
such periods, dELiA*s paid all taxes for us and, as such, income taxes payable
and deferred tax assets and liabilities were included in amounts due to dELiA*s.
As a result of our initial public offering, we are required to file a separate
return.

    CASH EQUIVALENTS--We consider all highly liquid investments with maturities
of 90 days or less when purchased to be cash equivalents. Cash equivalents are
stated at cost, which approximates market value.

    INVESTMENTS--Except for an equity investment accounted for on the cost
basis, our short-term and long-term investments consist of debt securities,
principally instruments of the U.S. Government and its agencies, of
municipalities and of short-term mutual municipal and corporate bond funds.
These investments are securities that we have the ability and positive intent to
hold to maturity, and are therefore classified as held-to-maturity and carried
at amortized cost. Realized gains and losses on sales of securities are reported
in earnings and computed using the specific identification cost basis. (See
Note 7.)

    PROPERTY AND EQUIPMENT--Property and equipment is stated at cost and is
depreciated on the straight-line method over five years, the estimated useful
lives of the assets.

    INTANGIBLE ASSETS--Intangible assets relate primarily to goodwill resulting
from acquisitions, which is being amortized by the straight-line method over
5 years. We determined this amortization period to be appropriate based on the
strength of the brand names, the unique business concepts and the membership
lists acquired, as well as our long-term plans for the acquired businesses.
Accumulated amortization at January 31, 1999 and January 29, 2000 was
approximately $77,000 and $1.7 million, respectively. (See Note 3.)

    USE OF ESTIMATES--The preparation of financial statements in conformity with
generally accepted accounting principles requires us to make estimates and
assumptions that affect the amounts reported in the financial statements and
footnotes thereto. Actual results could differ from those estimates.

    RECLASSIFICATIONS--Certain amounts have been reclassified to conform to the
current year presentation.

    REVENUE RECOGNITION--Product sales are recognized at the time the products
are shipped to customers. Advertising and sponsorship revenue is recognized at
either the ratio of impressions delivered to total guaranteed impressions or on
a straight-line basis over the term of the contract provided that iTurf does not
have any significant obligations remaining. Sales of our advertising inventory
by third parties under revenue-sharing arrangements are recorded at the amounts
reported by the revenue-sharing partners, which are net of agreed-upon
commission fees, when the advertising has

                                      F-8
<PAGE>
                                   ITURF INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                                JANUARY 29, 2000

2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
been provided. When we license the use of our brands, content or other
intangible assets to third parties for specific projects, rather than for a
period of time, licensing revenue is recognized upon fulfillment of all material
contractual obligations. Subscription revenue related to DiscountDomain.com, a
membership based discount shopping service, is billed monthly, subsequent to the
earlier of a customer's first purchase or one month from the date of initial
subscription. Subscriptions are cancelable at any time and revenue is recognized
on a monthly basis. We do not incur any direct costs associated with
advertising, licensing or subscription revenue. Accordingly, all indirect
expenses incurred in connection with these revenue sources are included in
operating expenses. We accrue a sales return allowance in accordance with our
return policy for estimated returns of merchandise subsequent to the balance
sheet date that relate to sales prior to the balance sheet date. At January 31,
1999 and January 29, 2000, the sales return allowance, which is included in
other current liabilities was $21,000 and $211,000, respectively.

    ADVERTISING COSTS--We expense the cost of advertising as it is incurred. For
fiscal 1997, 1998 and 1999, advertising costs were approximately $1,000,
$443,000 and $14.2 million, respectively.

    DUE TO DELIA*S--Due to dELiA*s represents amounts payable to dELiA*s for
financing our operations and working capital requirements prior to our initial
public offering. Such amounts were repaid during fiscal 1999. Interest was
charged at 8% per annum.

    LONG-LIVED ASSETS--In accordance with the Statement of Financial Accounting
Standards Board ("SFAS") No. 121, "Accounting for the Impairment of Long-Lived
Assets and Long-Lived Assets to Be Disposed Of," we periodically review
long-lived assets and certain identifiable intangibles for impairment whenever
events or changes in circumstances indicate that the carrying amount of an asset
may not be recoverable. Recoverability of assets to be held and used is measured
by a comparison of the carrying amount of an asset to future net cash flows (on
an undiscounted basis) expected to be generated by the asset. If such assets are
considered to be impaired, the impairment to be recognized would be measured by
the amount by which the carrying amount of the assets exceeds the fair value of
the assets.

    STOCK-BASED COMPENSATION--We grant stock options for a fixed number of
shares to certain employees with an exercise price equal to the fair value of
the shares at the date of grant. We account for stock options in accordance with
Accounting Principles Board ("APB") No. 25, "Accounting for Stock Issued to
Employees," and, accordingly, do not recognize compensation expense. In
October 1995, the Financial Accounting Standards Board issued SFAS No. 123,
"Accounting for Stock Based Compensation", which provides an alternative to APB
Opinion No. 25 in accounting for stock-based compensation. As permitted by SFAS
No. 123, the Company continues to account for stock-based compensation in
accordance with APB Opinion No. 25 and has elected the pro forma alternative of
SFAS No. 123. (See Note 10.)

    COMPUTATION OF HISTORICAL NET INCOME (LOSS) PER SHARE--We calculate earnings
per share in accordance with SFAS No. 128, "Computation of Earnings Per Share"
and SEC Staff Accounting Bulletin No. 98. Accordingly, basic earnings per share
is computed using the weighted average number of common and dilutive common
stock equivalent shares outstanding during the period. Common equivalent shares
consist of the incremental common shares issuable upon the exercise of stock
options

                                      F-9
<PAGE>
                                   ITURF INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                                JANUARY 29, 2000

2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
(using the treasury stock method). Common equivalent shares are excluded from
the calculation if their effect is antidilutive.

    RECENT ACCOUNTING PRONOUNCEMENTS--In June 1999, the Financial Accounting
Standards Board approved deferral of Statement No. 133--"Accounting for
Derivative Instruments and Hedging Activities", which we are required to adopt
in fiscal year beginning February 2001. SFAS No. 133 requires that all
derivative instruments be recorded on the balance sheet at fair value. We do not
expect our adoption of SFAS No. 133 to have a material impact on our
consolidated position, results of operations and cash flows.

3.  ACQUISITIONS

[email protected]

    On September 1, 1999, iTurf Inc. acquired [email protected], Inc. which hosts a
leading global Internet portal Web site with information and community services
directed at college and university students. The merger consideration consisted
of 1,586,996 shares of our Class A common stock. In accordance with the purchase
method of accounting, the results of [email protected] have been included in our
consolidated financial statements since the date of merger. The excess of the
aggregate purchase price over the fair market value of net assets acquired of
$19.0 million was allocated to goodwill based upon preliminary estimates of fair
values and is being amortized over five years.

    On a pro forma basis, assuming the merger had been completed on the first
day of each fiscal year, net sales, net loss and loss per share would have been
approximately $4.6 million, $3.6 million and $0.26, respectively, for fiscal
1998 and $24.9 million, $16.4 million and $0.91, respectively, for fiscal 1999.
These results are unaudited and presented for informational purposes only and do
not necessarily represent results which would have occurred, and they may not be
indicative of future results of combined operations.

GURL

    In December 1997, iTurf acquired all the outstanding common stock of gURL,
Interactive Inc. ("gURL"), an interactive entertainment Web site, for 5,000
shares of dELiA*s common stock valued at $108,000 based on the fair market value
of dELiA*s common stock on the date of acquisition, cash of $120,000 and rights
to receive an aggregate of 10,000 additional shares of dELiA*s common stock
subject to the satisfaction of certain membership-level targets. Such targets
were subsequently met; 5,000 shares of dELiA*s common stock were issued in
December 1998 and the remaining 5,000 shares were issued in December 1999.

    The acquisition has been accounted for by the purchase method of accounting
and the results of the operations of gURL have been included in our financial
statements from the date of acquisition. The excess purchase price over the fair
value of net assets acquired was approximately $387,000. This amount includes
$159,000 relating to the 10,000 shares of dELiA*s common stock issued in
December 1998 and December 1999, which was calculated using the fair market
value of dELiA*s common stock on the date the related targets were achieved.

                                      F-10
<PAGE>
                                   ITURF INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                                JANUARY 29, 2000

3.  ACQUISITIONS (CONTINUED)
INTERNET OPERATIONS OF TSI SOCCER CORPORATION

    On December 10, 1997, dELiA*s acquired TSI Soccer Corporation in a
transaction accounted for by dELiA*s as a pooling of interests. In connection
with this transaction, dELiA*s issued an aggregate of 308,687 shares of its
common stock and made cash payments of approximately $730,000 to former
stockholders of TSI. The $730,000 in cash payments, which were made to
dissenting TSI stockholders, was recorded by dELiA*s as a reduction in equity
and was not accounted for by iTurf. These stockholders held 104,737 shares (or
9.23% of the outstanding shares) out of an aggregate of 1,134,411 shares of TSI
outstanding immediately prior to consummation of the acquisition. None of these
dissenting stockholders received consideration other than the cash referred to
above. The holders of the 1,029,674 other shares (or 90.77% of the outstanding
shares) of TSI received only dELiA*s common stock as consideration for their TSI
shares, other than cash payments of approximately $137 made for fractional
shares. The acquired operations included an Internet business. In accordance
with pooling-of-interests accounting, the accompanying financial statements,
which include all of dELiA*s Internet operations, include such Internet
operations of TSI from the date of their inception in March 1995.

    During fiscal 1997 through the date of the combination, as well as in prior
years, the Internet operations of TSI represented all of iTurf's operations. For
the nine months ended October 31, 1997, these operations resulted in net sales
of $86,000 and net loss of $1,000.

    In connection with our April 1999 initial public offering, iTurf acquired
the TSISoccer.com domain name from TSI Soccer Corporation, which was then a
wholly-owned subsidiary of dELiA*s, for 1,136 shares of our Class A common stock
(valued at $25,000 at the initial public offering price).

4.  INCOME TAXES

    The provision (benefit) for income taxes is comprised of the following (in
thousands):

<TABLE>
<CAPTION>
                                               FISCAL 1997   FISCAL 1998   FISCAL 1999
                                               -----------   -----------   -----------
<S>                                            <C>           <C>           <C>
Current:
  Federal....................................     $(23)         $248          $(151)
  State......................................       (6)           97             --
                                                  ----          ----          -----
                                                   (29)          345           (151)
Deferred:
  Federal....................................       --             8             (7)
  State......................................       --             2             (3)
                                                  ----          ----          -----
                                                    --            10            (10)
                                                  ----          ----          -----
Total........................................     $(29)         $355          $(161)
                                                  ====          ====          =====
</TABLE>

                                      F-11
<PAGE>
                                   ITURF INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                                JANUARY 29, 2000

4.  INCOME TAXES (CONTINUED)
    Significant components of our deferred tax assets and liabilities are as
follows (in thousands):

<TABLE>
<CAPTION>
                                                 JANUARY 31, 1999   JANUARY 29, 2000
                                                 ----------------   ----------------
<S>                                              <C>                <C>
Deferred tax liabilities:
  Property and equipment.......................        $(19)             $  (52)
Deferred tax assets:
  Reserves.....................................           9                  99
  Goodwill amortization........................          --                 811
  Net operating loss...........................          --               5,723
  Valuation allowance..........................          --              (6,581)
                                                       ----              ------
                                                          9                  52
                                                       ----              ------
Net deferred tax asset (liability).............        $(10)             $   --
                                                       ====              ======
</TABLE>

    The following is a reconciliation of the statutory federal income tax rates
to our effective income tax rates:

<TABLE>
<CAPTION>
                                               FISCAL 1997   FISCAL 1998   FISCAL 1999
                                               -----------   -----------   -----------
<S>                                            <C>           <C>           <C>
Statutory federal income tax expense
  (benefit)..................................      (34)%         34%           (34)%
State income tax expense (benefit)...........       (8)           7             (2)
Valuation allowance..........................       --           --             35
Other........................................       --            5             --
                                                   ---           --            ---
                                                   (42)%         46%            (1)%
                                                   ===           ==            ===
</TABLE>

    During fiscal 1999, we generated a NOL of approximately $12.2 million. This
NOL expires in 2020. We have established a valuation allowance for the full
amount of the NOL.

5.  STOCKHOLDERS' EQUITY

    On November 17, 1999, 325,000 shares of our Class B common stock were
converted to Class A common stock and sold by dELiA*s.

    On December 6, 1999, 750,000 shares of our Class B common stock were
converted to Class A common stock and sold by dELiA*s.

                                      F-12
<PAGE>
                                   ITURF INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                                JANUARY 29, 2000

6.  EARNINGS PER SHARE

    The following table sets forth the computation of basic and diluted earnings
per share:

<TABLE>
<CAPTION>
                                                        FISCAL 1997   FISCAL 1998   FISCAL 1999
                                                        -----------   -----------   ------------
<S>                                                     <C>           <C>           <C>
Net income (loss).....................................  $   (40,000)  $   425,000   $(14,271,000)
                                                        ===========   ===========   ============
Weighted-average shares...............................   12,500,000    12,500,000     17,005,000
Effect of dilutive securities--stock options..........           --        18,000             --
                                                        -----------   -----------   ------------
Adjusted weighted-average.............................   12,500,000    12,518,000     17,005,000
                                                        ===========   ===========   ============
Basic and diluted net income (loss) per share.........  $     (0.00)  $      0.03   $      (0.84)
                                                        ===========   ===========   ============
</TABLE>

    None of the options to purchase shares that were outstanding for fiscal 1999
(see Note 10) were included in the computation of diluted earnings per share
because their effect would have been antidilutive.

7.  FAIR VALUE OF FINANCIAL INSTRUMENTS

    The carrying value amounts reported in our balance sheets for cash and cash
equivalents approximate fair values. Except for a $1.0 million investment in a
start-up Internet company that is accounted for on the cost method, our total
investments of $43.9 million represents debt securities that are classified as
held-to-maturity and carried at amortized cost. The fair value of our debt
security investments at January 29, 2000 is $42.7 million based on quotes
obtained from brokers for those instruments while the market value of our other
investment is believed to approximate cost.

8.  COMMITMENTS AND CONTINGENCIES

LEASES

    As of January 29, 2000, iTurf was obligated under various long-term
non-cancelable operating leases for office space and equipment requiring minimum
annual rental payments in future periods as follows: $278,000 in fiscal 2000,
$8,000 in fiscal 2001, $7,000 in fiscal 2002 and $3,000 in fiscal 2003.

    Rent expense for the fiscal years ended January 31, 1998, January 31, 1999
and January 29, 2000 was $5,000, $13,000 and $455,000, respectively.

MARKETING ALLIANCES

    In May 1999, we entered into a strategic marketing alliance with America
Online, Inc. Over the two-year term of the agreement, we have agreed to pay
America Online a total of approximately $8.1 million, of which $5.0 million was
paid as of January 29, 2000. In August 1999, we entered into a strategic
marketing alliance with Microsoft Corporation. Over the one-year term of the
agreement, we have agreed to pay Microsoft a total of at least $4.6 million, of
which approximately $2.0 million was paid as of January 29, 2000. For both
marketing programs, the total expected payment is being recognized as
advertising expense on a straight-line bases over the life of the appropriate
marketing program.

                                      F-13
<PAGE>
                                   ITURF INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                                JANUARY 29, 2000

8.  COMMITMENTS AND CONTINGENCIES (CONTINUED)
    In connection with the September 1999 [email protected] transaction, we entered into
a marketing alliance with MarketSource Corporation, which is owned by certain of
the sellers of [email protected] including a former member of our board of directors, to
promote our network of sites through MarketSource's offline marketing channels.
We committed to purchasing approximately $6.5 million in promotional
opportunities through these channels over the next three years. Of this amount,
$1.5 million was paid as of January 29, 2000. Advertising through this program
is being expensed as incurred.

9.  SEGMENTS

    iTurf determines operating segments in accordance with Statement of
Financial Accounting Standards No. 131. Prior to our fiscal 1999 acquisition of
OnTap, iTurf consisted of a single segment. Since that acquisition, we manage
the new business as a separate reportable segment. iTurf currently earns the
majority of its revenues from e-commerce while OnTap earns advertising revenue
on its college-focused community Web sites. We may restate our fiscal 1999
segment reporting in future reports to reflect internal restructuring.

    We evaluate performance and allocate resources between the two segments
primarily based on operating loss before interest income and income taxes. There
are no material differences between accounting policies used by the reportable
segments in preparation of this information and those described in the summary
of significant accounting policies in this report. There are no material
transactions between the two segments.

<TABLE>
<CAPTION>
FISCAL 1999 (IN THOUSANDS)                         ITURF      ONTAP      TOTAL
--------------------------                        --------   --------   --------
<S>                                               <C>        <C>        <C>
Revenues........................................  $ 24,072   $   749    $ 24,821
Operating loss..................................   (13,853)   (3,544)    (17,397)
Total assets at year-end........................    70,237    18,571      88,808

Operating loss for reportable segments..........                        $(17,397)
Interest income, net............................                           2,965
                                                                        --------
Total loss before taxes.........................                        $(14,432)
                                                                        ========
</TABLE>

10.  STOCK OPTIONS

    On January 1, 1999, iTurf established the 1999 Stock Incentive Plan for
officers, employees, consultants, contractors and directors providing for the
grant of stock options, including incentive stock options and non-qualified
stock options, stock appreciation rights and restricted stock, and reserved
4,050,000 shares for grant. Either the Board of Directors or the Compensation
Committee of the Board of Directors may determine the type of award, when and to
whom awards are granted, the number of shares and terms of the awards and the
exercise prices. Stock options are exercisable for a period not to exceed
10 years from the date of the grant and, to the extent determined at the time of
grant, may be paid for in cash, shares of common stock, restricted stock or by a
reduction in the number of shares issuable upon exercise of the option. The
majority of the options outstanding at January 29, 2000 vest 20% per year
beginning one year from the date of grant, while some of the options vest in
eight six-month intervals generally beginning six months from the date of grant.

                                      F-14
<PAGE>
                                   ITURF INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                                JANUARY 29, 2000

10.  STOCK OPTIONS (CONTINUED)
    A summary of stock option activity under our Stock Incentive Plan is as
follows:

<TABLE>
<CAPTION>
                                       FISCAL 1998                  FISCAL 1999
                                --------------------------   --------------------------
                                               WEIGHTED                     WEIGHTED
                                 OPTIONS    EXERCISE PRICE    OPTIONS    EXERCISE PRICE
                                ---------   --------------   ---------   --------------
<S>                             <C>         <C>              <C>         <C>
Outstanding at beginning of
  period......................         --        $  --       1,419,688       $ 9.36
  Granted.....................  1,419,688         9.36       1,673,550        17.70
  Canceled....................         --           --        (103,375)       13.92
                                ---------        -----       ---------       ------
Outstanding at end of
  period......................  1,419,688        $9.36       2,989,863       $13.87
                                =========        =====       =========       ======
Options exercisable at end of
  period......................         --        $  --         304,058       $13.22
                                =========        =====       =========       ======
</TABLE>

    The following summarizes stock option information at January 29, 2000:

<TABLE>
<CAPTION>
                                           OPTIONS OUTSTANDING                       OPTIONS EXERCISABLE
                            -------------------------------------------------   ------------------------------
                                          WEIGHTED-AVERAGE
RANGE OF                      NUMBER         REMAINING       WEIGHTED-AVERAGE     NUMBER      WEIGHTED-AVERAGE
EXERCISE PRICES             OUTSTANDING   CONTRACTUAL LIFE    EXERCISE PRICE    EXERCISABLE    EXERCISE PRICE
--------------------------  -----------   ----------------   ----------------   -----------   ----------------
<S>                         <C>           <C>                <C>                <C>           <C>
Under $14.00..............   2,002,863    9 years                 $10.06          213,558          $ 9.53
$14.01 to $20.00..........     132,500    9 years                 $18.99            2,000           18.88
Over $20.00...............     854,500    9 years                 $22.00           88,500           22.00
                             ---------                                            -------
Total.....................   2,989,863    9 years                 $13.87          304,058          $13.22
                             =========                                            =======
</TABLE>

    iTurf applies APB No. 25 and related interpretations in accounting for the
Incentive Plan. Accordingly, no compensation expense has been recognized for the
plan. Had compensation expense been determined based on the fair value of stock
option grants on the date of grant in accordance with SFAS No. 123, our net
income for fiscal 1998 would have been $331,000 and our net loss for fiscal 1999
would have been $19.1 million. On the same pro forma basis, earnings per share
would have been unchanged for fiscal 1998 and loss per share would have been
$1.12 for fiscal 1999.

    The estimated fair market value of options granted during fiscal 1998 and
1999 was $3.17 and $15.58 per share, respectively. These fair values were
estimated using the Black-Scholes option-pricing model with the following
weighted average assumptions used: for fiscal 1998, no dividend yield and no
volatility; risk-free interest rate of 4.5 percent; and expected lives of four
years; and for fiscal 1999, no dividend yield, 150 percent volatility, risk-free
interest rate of 5.5 percent and expected lives of four years.

    The Black-Scholes option valuation model was developed for use in estimating
the fair value of traded options which have no vesting restrictions and are
fully transferable. In addition, option valuation models require the input of
highly subjective assumptions including the expected stock price volatility.
Because our stock options have characteristics significantly different from
those of traded options, and because changes in the subjective input assumptions
can materially affect the fair value

                                      F-15
<PAGE>
                                   ITURF INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                                JANUARY 29, 2000

10.  STOCK OPTIONS (CONTINUED)
estimate, in management's opinion, the existing models do not necessarily
provide a reliable single measure of the fair value of its stock options.

11.  RELATED PARTY TRANSACTIONS

    Prior to our initial public offering, all merchandise sold was purchased
from dELiA*s or one of its subsidiaries at an amount equal to dELiA*s or the
subsidiary's cost including cost of freight, handling and other costs incurred
in connection with providing such merchandise. As a wholly-owned subsidiary of
dELiA*s, we also received, and were charged our proportionate share of the costs
of, various services from dELiA*s including administrative, distribution and
other services. We believe all allocations of such costs were made on a
reasonable and consistent basis; however; they are not necessarily indicative
of, nor is it practical for us to estimate, the level of expenses which might
have been incurred had we been operating as a separate, stand-alone company.

    In connection with our initial public offering, we entered into several
intercompany agreements with dELiA*s. These agreements cover rights and
obligations regarding trademarks and customer lists, competition, intercompany
services, customer service and stock registration.

    The Trademark License and Customer List Agreement provides us with the
exclusive right to use dELiA*s trademarks in connection with the sale of goods
and services on the Internet. We pay dELiA*s a royalty equal to 5% of net sales
from iTurf Web sites bearing a trademark licensed from dELiA*s and 5% of
dELiA*s-sourced net sales from other iTurf Web sites on which sales of
dELiA*s-sourced goods exceed 50% of total net sales. The agreement also provides
for royalty-free sharing of customer lists and restricts both parties from
entering the other's business.

    Under the Intercompany Services Agreement, dELiA*s continues to provide us
the services it provided prior to the offering, other than warehouse and
fulfillment services, at 105% of its cost. For warehousing and fulfillment
services, we are charged 105% of the dELiA*s cost based on the average cost per
package shipped. dELiA*s supplies us inventory for payment equal to the lesser
of 105% of dELiA*s total direct cost and the best price at which dELiA*s could
resell those products to a third party. In addition, we have the right to
purchase from dELiA*s up to $300,000 annually of closeout inventory, generally
at prices discounted from dELiA*s price. Advertising for iTurf in dELiA*s print
catalogs costs $40 per 1,000 catalogs distributed with iTurf required to
purchase minimum amounts of advertising space and dELiA*s required to provide a
minimum amount of advertising space.

    Under the Customer Service Agreement, we provide to dELiA*s e-mail-based
customer service in respect of those of dELiA*s catalogs corresponding to
trademarks licensed from dELiA*s.

    Had the intercompany agreements been in effect during the periods prior to
our initial public offering, they would not have had a material effect on the
results of operations for such periods.

    Several of iTurf's officers and directors also serve as officers and
directors of dELiA*s.

    For fiscal 1997, 1998 and 1999, we incurred $69,000, $1.7 million and
$13.1 million, respectively, for merchandise purchases from dELiA*s and we were
allocated or charged $45,000, $219,000 and $9.8 million, respectively, for other
expenses.

                                      F-16
<PAGE>
                                   ITURF INC.

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                                JANUARY 29, 2000

12.  SUBSEQUENT EVENTS

    On February 15, 2000, iTurf Inc. acquired theSpark.com, Inc, which operates
a community and content Web site focusing on college students and young adults.
The consideration consisted of 1,099,988 newly-issued shares of iTurf Class A
common stock and the right to receive up to $13.5 million in additional stock
(up to 2,683,626 additional shares) and cash (for any remaining amount earned)
if certain performance goals related to the theSpark.com web site are met. The
transaction will be accounted for under the purchase method of accounting.

    In the first quarter of fiscal 2000, we entered into a lease agreement for
additional office space in the office building we currently occupy in downtown
Manhattan. The lease term is 10 years. The lease term does not commence until
the landlord delivers possession of the additional office space. We expect the
landlord to deliver possession of the space in September 2000. During the term
of the lease, we will pay annual rent of approximately $800,000 subject to
certain adjustments.

                                      F-17
<PAGE>
                                   ITURF INC.

                     CONDENSED CONSOLIDATED BALANCE SHEETS

                                 (IN THOUSANDS)

<TABLE>
<CAPTION>
                                                              JANUARY 29, 2000   APRIL 29, 2000
                                                              ----------------   --------------
                                                                                  (UNAUDITED)
<S>                                                           <C>                <C>
                                            ASSETS
CURRENT ASSETS
  Cash and cash equivalents.................................      $ 19,009          $ 19,407
  Short-term investments....................................        32,893            26,599
  Prepaid expenses--dELiA*s.................................         1,118             1,590
  Other current assets......................................         3,569             5,103
                                                                  --------          --------
    Total current assets....................................        56,589            52,699

INVESTMENTS.................................................        11,024             7,998
PROPERTY AND EQUIPMENT, net of accumulated depreciation of
  $518 and $757 at January 29, 2000 and April 29, 2000,
  respectively..............................................         3,286             3,778
INTANGIBLE ASSETS, NET......................................        17,703            30,230
OTHER ASSETS................................................           206               277
                                                                  --------          --------
TOTAL ASSETS................................................      $ 88,808          $ 94,982
                                                                  ========          ========

                             LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES
  Accounts payable and other current liabilities............      $  3,856          $  4,967
                                                                  --------          --------
    Total liabilities.......................................         3,856             4,967

STOCKHOLDERS' EQUITY
  Preferred stock, $.01 par value, 1,000,000 shares
    authorized; no shares issued or outstanding.............            --                --
  Class A common stock, $.01 par value, 67,500,000 shares
    authorized; 7,493,132 and 8,598,870 shares issued and
    outstanding at January 29, 2000 and April 29, 2000,
    respectively............................................            75                86
  Class B common stock, $.01 par value, 12,500,000 shares
    authorized; 11,425,000 issued and outstanding...........           114               114
  Additional paid-in capital................................       116,388           130,662
  Investment in common stock of dELiA*s Inc.................       (17,734)          (17,734)
  Accumulated deficit.......................................       (13,891)          (23,113)
                                                                  --------          --------
    Total stockholders' equity..............................        84,952            90,015
                                                                  --------          --------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY..................      $ 88,808          $ 94,982
                                                                  ========          ========
</TABLE>

       See Notes to Unaudited Condensed Consolidated Financial Statements

                                      F-18
<PAGE>
                                   ITURF INC.

                CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

                     (IN THOUSANDS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
                                                                  THIRTEEN WEEKS ENDED
                                                              ----------------------------
                                                              MAY 1, 1999   APRIL 29, 2000
                                                              -----------   --------------
                                                                      (UNAUDITED)
<S>                                                           <C>           <C>
REVENUES:

  NET PRODUCT SALES.........................................    $ 2,425         $ 9,988

  ADVERTISING AND OTHER.....................................        190           1,007
                                                                -------         -------

TOTAL NET REVENUES..........................................      2,615          10,995

COST OF PRODUCT SALES.......................................      1,332           5,464
                                                                -------         -------

GROSS PROFIT................................................      1,283           5,531

OPERATING EXPENSES:
  SELLING AND MARKETING.....................................        997           9,127
  TECHNOLOGY AND CONTENT DEVELOPMENT........................        449           3,186
  GENERAL AND ADMINISTRATIVE................................        288           1,650
  GOODWILL AMORTIZATION.....................................         19           1,555
                                                                -------         -------
TOTAL OPERATING EXPENSES....................................      1,753          15,518

INTEREST INCOME, NET........................................       (112)           (765)
                                                                -------         -------

LOSS BEFORE INCOME TAXES....................................       (358)         (9,222)

BENEFIT FOR INCOME TAXES....................................       (161)             --
                                                                -------         -------

NET LOSS....................................................    $  (197)        $(9,222)
                                                                =======         =======

BASIC AND DILUTED NET LOSS PER SHARE........................    $ (0.01)        $ (0.47)
                                                                =======         =======

SHARES USED IN THE CALCULATION OF BASIC AND DILUTED NET LOSS
  PER SHARE.................................................     13,413          19,818
                                                                =======         =======
</TABLE>

       See Notes to Unaudited Condensed Consolidated Financial Statements

                                      F-19
<PAGE>
                                   ITURF INC.

                CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

                                 (IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                  THIRTEEN WEEKS ENDED
                                                              ----------------------------
                                                              MAY 1, 1999   APRIL 29, 2000
                                                              -----------   --------------
                                                                      (UNAUDITED)
<S>                                                           <C>           <C>
OPERATING ACTIVITIES:
  Net loss..................................................    $   (197)      $ (9,222)
  Adjustments to reconcile net loss to net cash used in
    operating activities:
    Depreciation and amortization...........................          57          1,794
    Amortization of premiums and discounts on investments,
      net...................................................          --           (153)
    Changes in operating assets and liabilities:
      Prepaid expenses--dELiA*s.............................          --           (472)
      Other current assets..................................          --         (1,238)
      Other assets..........................................          --            (69)
      Current liabilities...................................         131            773
                                                                --------       --------
  Net cash used in operating activities.....................          (9)        (8,587)
                                                                ========       ========

INVESTING ACTIVITIES:
  Purchase of dELiA*s stock.................................     (17,734)            --
  Acquisitions..............................................          --            174
  Purchase of investment securities.........................          --        (10,683)
  Proceeds from the maturity of investment securities.......          --         20,156
  Capital expenditures......................................        (522)          (716)
                                                                --------       --------
Net cash provided by (used in) investing activities.........     (18,256)         8,931
                                                                ========       ========

FINANCING ACTIVITIES:
  Net proceeds from issuance of common stock................      98,219             --
  Exercise of common stock options..........................          --             54
  Loan from dELiA*s.........................................       1,001             --
                                                                --------       --------
Net cash provided by financing activities...................      99,220             54
                                                                ========       ========
INCREASE IN CASH & CASH EQUIVALENTS.........................      80,955            398
CASH & CASH EQUIVALENTS--BEGINNING OF PERIOD................         375         19,009
                                                                --------       --------
CASH & CASH EQUIVALENTS--END OF PERIOD......................    $ 81,330       $ 19,407
                                                                ========       ========

SUPPLEMENTAL DISCLOSURE OF NONCASH FINANCING AND INVESTING ACTIVITIES:
April 1999 issuance of common stock valued at $25,000 for the acquisition of TSISoccer.com
  domain name.
February 2000 issuance of common stock for the acquisition of theSpark.com, Inc. See
  Note 3.
</TABLE>

       See Notes to Unaudited Condensed Consolidated Financial Statements

                                      F-20
<PAGE>
                                   ITURF INC.

         NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1.  BUSINESS

    iTurf Inc. operates a network of community and commerce Web sites that is
focused primarily on teens and young adults. We are a subsidiary of
dELiA*s Inc. The accompanying financial statements of iTurf, which was
incorporated in August 1997, include all of dELiA*s Internet operations from
that date of incorporation, as well as the Internet operations of TSI Soccer
Corporation prior to that date. We utilize dELiA*s business relationships,
infrastructure and brand names and relied on dELiA*s to provide financing for
our operations until April 14, 1999, when we completed an initial public
offering of our Class A common stock. At April 29, 2000, dELiA*s owns
approximately 57% of our outstanding common stock and controls approximately 89%
of the voting power of our outstanding common stock.

    On April 1, 1999, our certificate of incorporation was amended and restated
such that the authorized capital stock of iTurf consists of 67,500,000 shares of
Class A common stock, par value $.01 per share, 12,500,000 shares of Class B
common stock, par value $.01 per share and 1,000,000 shares of Preferred Stock,
par value $.01 per share. In addition, exchange of the 100 shares of common
stock previously outstanding and held by dELiA*s into 12,500,000 shares of
Class B common stock was approved. All share information in these financial
statements and notes has been adjusted retroactively to reflect these changes.

    Our revenues and results of operations may be subject to seasonal
fluctuations. Sales of apparel, accessories and footwear are generally lower in
the first half of each year. Similarly, advertising sales in traditional media,
such as television and radio, are generally lower in the first calendar quarter
of each year.

2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION

    PRINCIPLES OF CONSOLIDATION--The condensed consolidated financial statements
include the accounts of iTurf Inc. and subsidiaries, all of which are wholly
owned. All significant intercompany balances and transactions have been
eliminated in consolidation.

    BASIS OF PRESENTATION--For periods prior to our initial public offering, the
financial statements include expenses which have been allocated to iTurf by
dELiA*s on a specific identification basis plus the allocated share of the costs
associated with resources we share with dELiA*s. Allocations from dELiA*s for
such shared resources have been made primarily on a proportional cost method
based on related revenues and management believes these allocations are
reasonable. Since our initial public offering, similar expenses are recorded in
accordance with intercompany agreements. At April 29, 2000, a portion of our
intercompany expenses were prepaid.

    UNAUDITED INTERIM FINANCIAL STATEMENTS--The accompanying unaudited condensed
consolidated financial statements have been prepared in accordance with the
requirements for Form 10-Q and in accordance with generally accepted accounting
principles for interim financial reporting. In the opinion of management, the
accompanying condensed consolidated financial statements are presented on a
basis consistent with the audited financial statements and reflect all
adjustments (consisting of normal recurring items) necessary for a fair
presentation of results for the interim periods presented. The financial
statements and footnote disclosures should be read in conjunction with iTurf's
audited financial statements and the notes thereto that are included in iTurf's
annual report on Form 10-K, which was filed with the Securities and Exchange
Commission. Results for the interim period are not necessarily indicative of the
results to be expected for the year.

    RECLASSIFICATIONS--Certain amounts have been reclassified to conform to the
current presentation.

                                      F-21
<PAGE>
                                   ITURF INC.

   NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

3.  ACQUISITION

    On February 15, 2000, we acquired theSpark.com, Inc, which operates a
community and content Web site focusing on college students and young adults.
The consideration consisted of 1,099,988 newly-issued shares of our Class A
common stock and the right to receive up to $13.5 million in additional stock
(up to 2,683,634 additional shares) and cash (for any remaining amount earned)
if certain performance goals related to the theSpark.com web site are met. In
accordance with the purchase method of accounting, the results of theSpark have
been included in our consolidated financial statements since the date of the
transaction. The excess of the aggregate purchase price over the fair market
value of net assets acquired of $14.1 million was allocated to goodwill based
upon preliminary estimates of fair values and is being amortized over five
years. We do not expect the final purchase allocation to differ significantly
from the preliminary purchase price recorded. On a pro forma basis, assuming the
merger had been completed on the first day of each fiscal year, net revenues,
net loss and loss per share would not have been materially different from
reported results.

4.  COMMITMENTS

    On January 30, 2000, we entered into a lease agreement for additional office
space in the office building we currently occupy in downtown Manhattan. The
lease term is 10 years. The lease term does not commence until the landlord
delivers possession of the additional office space. We expect the landlord to
deliver possession of the space in September 2000. During the term of the lease,
we will pay annual rent of approximately $800,000 subject to certain
adjustments.

5.  SEGMENTS

    iTurf determines operating segments in accordance with Statement of
Financial Accounting Standards No. 131. Prior to our September 1999 acquisition
of our OnTap business, iTurf consisted of a single segment. Since then, we
manage acquired businesses as separate reportable segments. iTurf currently
earns the majority of its revenues from e-commerce while our new businesses earn
advertising revenue on its Web sites.

FIRST QUARTER OF FISCAL 2000

<TABLE>
<CAPTION>
                                               ITURF         ONTAP       THESPARK        TOTAL
                                            -----------   -----------   -----------   -----------
<S>                                         <C>           <C>           <C>           <C>
Revenues..................................  $10,415,000   $    47,000   $   533,000   $10,995,000
Operating loss............................   (7,079,000)   (2,408,000)     (500,000)   (9,987,000)
Total assets at period end................   62,576,000    17,897,000    14,509,000    94,982,000

Operating loss for reportable segments....                                            $(9,987,000)
Interest income, net......................                                                765,000
                                                                                      -----------
Loss before taxes.........................                                            $(9,222,000)
                                                                                      ===========
</TABLE>

6.  SUBSEQUENT EVENT

    On May 25, 2000, the compensation committee of our board of directors
approved the exchange of outstanding options held by key employees and
non-employee directors for restricted stock. We replaced options with restricted
stock in an effort to retain these key employees at a time when the stock
options had exercise prices that were above the current market price for our
stock. Certain

                                      F-22
<PAGE>
                                   ITURF INC.

   NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

6.  SUBSEQUENT EVENT (CONTINUED)
vesting schedules of the restricted stock were extended as compared to the
option vesting schedule in order to encourage retention of the selected
employees and directors. We expect to record the resulting compensation expense
totaling $3.1 million over the applicable vesting periods with 50%, 20%, 20%, 9%
and 1% being recognized in fiscal 2000, 2001, 2002, 2003 and 2004, respectively.

                                      F-23
<PAGE>
                         REPORT OF INDEPENDENT AUDITORS

To the Board of Directors and Stockholders of dELiA*s Inc.

    We have audited the accompanying consolidated balance sheet of dELiA*s Inc.
and subsidiaries (the "Company") as of January 29, 2000 and the related
consolidated statements of income, stockholders' equity, and cash flows for the
fiscal year then ended. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on the
financial statements based on our audit.

    We conducted our audit in accordance with auditing standards generally
accepted in the United States. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audit provides a reasonable basis
for our opinion.

    In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the consolidated financial position of
dELiA*s Inc. and subsidiaries as of January 29, 2000 and the consolidated
results of the Company's operations and cash flows for the fiscal year then
ended in conformity with accounting principles generally accepted in the United
States.

                                                               ERNST & YOUNG LLP

New York, New York
March 29, 2000,
(except for Notes 5 and 15,
as to which the date is April 28, 2000)

                                      F-24
<PAGE>
                          INDEPENDENT AUDITORS' REPORT

To the Board of Directors and Stockholders of dELiA*s Inc.
New York, New York

    We have audited the consolidated balance sheet of dELiA*s Inc. and
subsidiaries (the "Company") as of January 31, 1999 and the related consolidated
statements of income, stockholders' equity, and cash flows for each of the two
fiscal years in the period ended January 31, 1999. These financial statements
are the responsibility of the Company's management. Our responsibility is to
express an opinion on the financial statements based on our audits. The
consolidated financial statements give retroactive effect to the merger between
a wholly-owned subsidiary of the Company and TSI Soccer Corporation ("TSI"),
which has been accounted for as a pooling of interests as described in Note 3 to
the consolidated financial statements.

    We conducted our audits in accordance with auditing standards generally
accepted in the United States of America. Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

    In our opinion, based on our audits, the consolidated financial statements
referred to above present fairly, in all material respects, the financial
position of dELiA*s Inc. and subsidiaries as of January 31, 1999, and the
results of their operations and their cash flows for each of the two fiscal
years in the period ended January 31, 1999 in conformity with accounting
principles generally accepted in the United States of America.

DELOITTE & TOUCHE LLP
March 30, 1999
(April 14, 1999 as to Note 1 sentences two and three)
New York, New York

                                      F-25
<PAGE>
                         DELIA*S INC. AND SUBSIDIARIES

                          CONSOLIDATED BALANCE SHEETS

                     JANUARY 31, 1999 AND JANUARY 29, 2000

                (IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

<TABLE>
<CAPTION>
                                                              JANUARY 31, 1999   JANUARY 29, 2000
                                                              ----------------   ----------------
<S>                                                           <C>                <C>
ASSETS
CURRENT ASSETS:
  Cash and cash equivalents.................................       $10,981           $ 24,985
  Short-term investments....................................            --             32,893
  Merchandise inventories...................................        21,232             28,322
  Prepaid expenses and other current assets.................        11,237             15,014
  Deferred tax assets.......................................           115             12,063
                                                                   -------           --------
    Total current assets....................................        43,565            113,277

PROPERTY AND EQUIPMENT--Net.................................        12,542             35,483

LONG-TERM INVESTMENTS.......................................            --             11,024

GOODWILL AND OTHER ASSETS...................................        26,037             24,256
                                                                   -------           --------

TOTAL ASSETS................................................       $82,144           $184,040
                                                                   =======           ========

LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
  Accounts payable and accrued expenses.....................        14,924             21,643
  Liabilities due to customers..............................         1,763              2,278
  Accrued restructuring.....................................            --              1,685
  Bank loan payable.........................................            --              3,000
  Other current liabilities.................................         1,398                719
                                                                   -------           --------
    Total current liabilities...............................        18,085             29,325

LONG-TERM DEBT AND CAPITAL LEASES...........................            --              6,756

DEFERRED TAX LIABILITIES....................................            --             23,901

OTHER LONG-TERM LIABILITIES.................................           452                403

MINORITY INTEREST...........................................            --             40,734

STOCKHOLDERS' EQUITY
  Preferred stock, par value $.01 per share;
    Authorized--1,000,000 shares; Issued--none..............            --                 --
  Common stock, par value $.01 per share;
    Authorized--50,000,000 shares; Issued--14,185,425 and
    14,914,472 shares, respectively.........................           142                149
  Additional paid-in capital................................        54,133             80,216
  Less common stock in treasury, at cost (551,046 shares at
    January 29, 2000).......................................            --            (17,734)
  Retained earnings.........................................         9,332             20,290
                                                                   -------           --------
    Total stockholders' equity..............................        63,607             82,921
                                                                   -------           --------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY..................       $82,144           $184,040
                                                                   =======           ========
</TABLE>

                See notes to consolidated financial statements.

                                      F-26
<PAGE>
                         DELIA*S INC. AND SUBSIDIARIES

                       CONSOLIDATED STATEMENTS OF INCOME

   FISCAL YEARS ENDED JANUARY 31, 1998, JANUARY 31, 1999 AND JANUARY 29, 2000

                     (IN THOUSANDS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
                                                                          FISCAL
                                                              ------------------------------
                                                                1997       1998       1999
                                                              --------   --------   --------
<S>                                                           <C>        <C>        <C>
NET SALES...................................................  $113,049   $158,364   $190,772

COST OF SALES...............................................    57,811     78,368    108,148
                                                              --------   --------   --------

GROSS PROFIT................................................    55,238     79,996     82,624

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES................    47,943     71,711    124,339

MERGER RELATED COSTS (Note 3)...............................     1,614         --         --

RESTRUCTURING CHARGE (Note 14)..............................        --         --     23,668

GAIN ON SUBSIDIARY IPO AND SALE OF SUBSIDIARY STOCK.........        --         --    (78,117)

MINORITY INTEREST...........................................        --         --     (4,865)

INTEREST AND OTHER INCOME, NET..............................    (1,201)      (962)    (2,429)
                                                              --------   --------   --------

INCOME BEFORE PROVISION FOR INCOME TAXES....................     6,882      9,247     20,028

PROVISION FOR INCOME TAXES..................................     2,456      3,405      9,070
                                                              --------   --------   --------

NET INCOME..................................................  $  4,426   $  5,842   $ 10,958
                                                              ========   ========   ========

BASIC NET INCOME PER SHARE..................................  $   0.34   $   0.42   $   0.77
                                                              ========   ========   ========

DILUTED NET INCOME PER SHARE................................  $   0.34   $   0.41   $   0.71
                                                              ========   ========   ========
</TABLE>

                See notes to consolidated financial statements.

                                      F-27
<PAGE>
                         DELIA*S INC. AND SUBSIDIARIES

                CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

   FISCAL YEARS ENDED JANUARY 31, 1998, JANUARY 31, 1999 AND JANUARY 29, 2000

                       (IN THOUSANDS, EXCEPT SHARE DATA)

<TABLE>
<CAPTION>
                                                COMMON STOCK          ADDITIONAL                                        TOTAL
                                         --------------------------    PAID-IN     RETAINED   TREASURY              STOCKHOLDERS'
                                             SHARES         AMOUNT     CAPITAL     EARNINGS    STOCK      OTHER        EQUITY
                                         ---------------   --------   ----------   --------   --------   --------   -------------
<S>                                      <C>               <C>        <C>          <C>        <C>        <C>        <C>
BALANCE, JANUARY 31, 1997..............       12,315,127     $124      $20,886     $   211         --     $(197)       $21,024

Cancellation of common stock...........          (49,523)      (1)          (4)         --         --         5             --
Net proceeds from issuance of common
  stock in public offering.............        1,000,000       10       19,415          --         --        --         19,425
Issuance of common stock (Note 7)......           35,300       --          638          --         --        --            638
Payments to statutory dissenters
  (Note 3).............................               --       --         (730)         --         --        --           (730)
Payment of note receivable from
  stockholder..........................               --       --           --          --         --        50             50
Issuance of common stock in connection
  with acquisition (Note 3)............            5,000       --          108          --         --        --            108
Exercise of stock options..............            2,250       --           25          --         --        --             25
Issuance of common stock in
  satisfaction of Stock Appreciation
  Rights (Note 3)......................           10,760       --          233          --         --        --            233
Deferred compensation expense
  (Note 7).............................               --       --           --          --         --        92             92
Net income.............................               --       --           --       4,426         --        --          4,426
Adjustment to conform fiscal year of
  pooled company (Note 3)..............               --       --           --      (1,147)        --        --         (1,147)
                                         ---------------     ----      -------     -------    --------    -----        -------

BALANCE, JANUARY 31, 1998..............       13,318,914      133       40,571       3,490         --       (50)        44,144

Deferred compensation expense
  (Note 7).............................               --       --           --          --         --        50             50
Issuance of common stock in connection
  with acquisitions (Note 3)...........          817,501        8       13,242          --         --        --         13,250
Exercise of stock options..............           49,010        1          320          --         --        --            321
Net income.............................               --       --           --       5,842         --        --          5,842
                                         ---------------     ----      -------     -------    --------    -----        -------

BALANCE, JANUARY 31, 1999..............       14,185,425      142       54,133       9,332         --        --         63,607

Issuance of common stock in connection
  with acquisitions (Note 3)...........            5,000       --        1,396          --         --        --          1,396
Issuance of iTurf common stock for
  acquisition (Note 3).................               --       --        6,919          --         --        --          6,919
Cancellation of common stock
  (Note 3).............................          (33,784)      --         (608)         --         --        --           (608)
iTurf purchase of common stock
  (Note 1).............................          551,046        5       17,729          --    $(17,734)      --             --
Exercise of stock options..............          206,785        2        1,199          --         --        --          1,201
Tax effect of equity transactions......               --       --         (552)         --         --        --           (552)
Net income.............................               --       --           --      10,958         --        --         10,958
                                         ---------------     ----      -------     -------    --------    -----        -------

BALANCE, JANUARY 29, 2000..............       14,914,472     $149      $80,216     $20,290    $(17,734)   $  --        $82,921
                                         ===============     ====      =======     =======    ========    =====        =======
</TABLE>

                See notes to consolidated financial statements.

                                      F-28
<PAGE>
                         DELIA*S INC. AND SUBSIDIARIES

                     CONSOLIDATED STATEMENTS OF CASH FLOWS

   FISCAL YEARS ENDED JANUARY 31, 1998, JANUARY 31, 1999 AND JANUARY 29, 2000
                                 (IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                          FISCAL
                                                              ------------------------------
                                                                1997       1998       1999
                                                              --------   --------   --------
<S>                                                           <C>        <C>        <C>
OPERATING ACTIVITIES:
  Net income................................................  $  4,426   $  5,842   $ 10,958
  Adjustment to conform fiscal year of pooled company.......    (1,147)        --         --
  Adjustments to reconcile net income to net cash provided
    by (used in) operating activities:
    Depreciation............................................       656      2,128      4,133
    Amortization of intangibles.............................       201        549      2,270
    Restructuring charge....................................        --         --     24,168
    Gain on subsidiary IPO and sale of subsidiary stock.....        --         --    (78,117)
    Minority interest.......................................        --         --     (4,865)
    Deferred taxes..........................................      (514)       985     11,953
    Amortization of investments.............................       204        160       (473)
    Compensation expense related to restricted stock and
     stock appreciation rights..............................       325         50         --
    Loss on disposition of fixed assets.....................        85         --         --
  Changes in operating assets and liabilities:
    Merchandise inventories.................................    (4,228)    (6,888)    (7,590)
    Prepaid expenses and other current assets...............    (2,940)    (7,176)    (3,888)
    Other assets............................................      (130)    (1,007)       (71)
    Current liabilities.....................................     9,317     (4,023)     5,111
    Long-term liabilities...................................       296        142        (49)
                                                              --------   --------   --------
Net cash provided by (used in) operating activities.........     6,551     (9,238)   (36,460)
INVESTING ACTIVITIES:
  Capital expenditures......................................    (4,839)    (6,158)   (21,009)
  Purchase of investment securities:
    Held-to-maturity........................................   (62,782)        --    (73,952)
    Available-for-sale......................................   (49,501)   (46,513)        --
  Other investments.........................................        --         --     (1,000)
  Proceeds from maturity or sale of investment securities:
    Held-to-maturity........................................    32,555     30,024     31,508
    Available-for-sale......................................    42,450     53,404         --
  Acquisition of businesses, net of cash acquired...........      (843)   (15,203)      (547)
                                                              --------   --------   --------
Net cash provided by (used in) investing activities.........   (42,960)    15,554    (65,000)
FINANCING ACTIVITIES:
  Net proceeds from issuance of dELiA*s common stock........    20,063         --         --
  Net proceeds from issuance of subsidiary common stock.....        --         --     97,496
  Disposition of subsidiary stock...........................        --         --     14,090
  Exercise of stock options.................................        23        321      1,201
  Borrowings (repayments) under line of credit agreement....      (503)        --      3,000
  Principal payments on long-term debt and capital lease
    obligations.............................................      (406)      (141)      (323)
                                                              --------   --------   --------
Net cash provided by financing activities...................    19,177        180    115,464
                                                              --------   --------   --------
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS............   (17,232)     6,496     14,004
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD..............    21,717      4,485     10,981
                                                              ========   ========   ========
CASH AND CASH EQUIVALENTS, END OF PERIOD....................  $  4,485   $ 10,981   $ 24,985
                                                              ========   ========   ========
SUPPLEMENTARY CASH FLOW INFORMATION:
  Income taxes paid.........................................  $  1,738   $  3,328   $     80
                                                              ========   ========   ========
  Interest paid.............................................  $    255   $     13   $    615
                                                              ========   ========   ========
</TABLE>

NON-CASH INVESTING AND FINANCING ACTIVITIES--Issuance of stock for
acquisitions--See Note 3.

                See notes to consolidated financial statements.

                                      F-29
<PAGE>
                         DELIA*S INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                JANUARY 29, 2000

1.  BUSINESS AND BASIS OF PRESENTATION

    dELiA*s Inc., through our catalogs, retail stores and Web sites, is a
leading marketer of casual apparel, accessories and soccer merchandise to young
men and women between the ages of 10 and 24, an age group known as "Generation
Y."

    On April 14, 1999, we completed an initial public offering of approximately
28% of the common stock of iTurf Inc., our Internet-focused subsidiary. iTurf
used $17.7 million of the total $97.4 million in net offering proceeds to
purchase from us 551,046 shares of our common stock, which we treat as treasury
stock in consolidation. In connection with the offering, we recognized a pre-tax
gain of approximately $70.0 million. During the fourth quarter of fiscal 1999,
we sold an additional 1,075,000 shares of iTurf stock for cash and recorded a
related gain of $8.0 million. As a result of these transactions and iTurf's
acquisition of [email protected] for stock (see Note 3), we owned 90% of the vote
and 60% of the value of iTurf as of January 29, 2000. Subsequently, our interest
in iTurf has been reduced as a result of iTurf's February 2000 acquisition of
theSpark.com. (See Note 15.)

2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

    FISCAL YEAR--Any reference in this report to a particular fiscal year after
1998 is to the year ended on the Saturday closest to January 31 following the
corresponding calendar year. For example, "fiscal 1999" means the period from
February 1, 1999 to January 29, 2000. Any reference in this report to a
particular fiscal year before 1999 is to the year ended January 31 following the
corresponding calendar year. For example, "fiscal 1998" means the period from
February 1, 1998 to January 31, 1999.

    PRINCIPLES OF CONSOLIDATION--Our condensed consolidated financial statements
include the accounts of dELiA*s and subsidiaries, all of which, except iTurf,
were wholly owned for all periods presented. The accounts of iTurf are included
in the consolidated financial statements while the outside ownership of iTurf is
reflected as minority interest on the balance sheet and income statement. All
significant intercompany balances and transactions have been eliminated in
consolidation.

    USE OF ESTIMATES--The preparation of financial statements in conformity with
generally accepted accounting principles requires us to make estimates and
assumptions that affect the amounts reported in our financial statements and
footnotes thereto. Actual results could differ from those estimates.

    STATEMENTS OF CASH FLOWS--We consider all highly liquid investments with
maturities of 90 days or less when purchased to be cash equivalents. Cash
equivalents are stated at cost, which approximates market value. Non-cash
investing and financing activities include the issuance of common stock for
acquisitions as described in Note 3.

    RECLASSIFICATIONS--Certain amounts have been reclassified to conform to the
current period presentation.

    REVENUE RECOGNITION--Revenue is recognized when merchandise is shipped to
customers or at the point of sale for retail sales. iTurf's advertising and
sponsorship revenue is recognized at either the ratio of impressions delivered
to total guaranteed impressions or on a straight-line basis over the term of the
contract provided that iTurf does not have any significant obligations
remaining. Sales of iTurf's advertising inventory by third parties under
revenue-sharing arrangements are recorded at the amounts reported by the
revenue-sharing partners, which are net of agreed-upon commission fees, when the
advertising has been provided. When iTurf licenses the use of our brands,
content or other intangible

                                      F-30
<PAGE>
                         DELIA*S INC. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                                JANUARY 29, 2000

2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
assets to third parties for specific projects, rather than for a period of time,
licensing revenue is recognized upon fulfillment of all material contractual
obligations. Subscription revenue related to DiscountDomain.com, iTurf's
membership based discount shopping service, is billed monthly, subsequent to the
earlier of a customer's first purchase or one month from the date of initial
subscription. Subscriptions are cancelable at any time and revenue is recognized
on a monthly basis. We do not incur any direct costs associated with
advertising, licensing or subscription revenue. Accordingly, all indirect
expenses incurred in connection with these revenue sources are included in
operating expenses. We accrue a sales return allowance in accordance with our
return policy for estimated returns of merchandise subsequent to the balance
sheet date that relate to sales prior to the balance sheet date. At January 31,
1999 and January 29, 2000, the sales return allowance was $681,000 and $604,000,
respectively. These amounts are included in other current liabilities.

    INVESTMENTS--Our short-term and long-term investments consist of debt and
equity securities, principally instruments of the U.S. Government and its
agencies, of municipalities and of short-term mutual municipal and corporate
bond funds.

    Securities that may be sold as part of our asset management strategy, in
response to or in anticipation of changes in interest rates, or for other
similar factors, were classified as available-for-sale and carried at fair
value. Unrealized holding gains and losses on such securities were reported net
of related taxes, if any, as a separate component of stockholders' equity.
Securities that we have the ability and positive intent to hold to maturity are
classified as held- to-maturity and carried at amortized cost. Realized gains
and losses on sales of securities are reported in earnings and computed using
the specific identification cost basis.

    MERCHANDISE INVENTORIES--Merchandise inventories, which are primarily
finished goods, are stated at the lower of cost (determined on a first-in,
first-out basis) or market value.

    CATALOG COSTS--Catalogs costs, which primarily consist of catalog production
and mailing costs, are capitalized and amortized over the expected life of the
related future revenue stream, which principally covers three to five months
from the date catalogs are mailed. We account for catalog costs in accordance
with AICPA Statement of Position ("SOP") 93-7, "Reporting on Advertising Costs."
SOP 93-7 requires that expense relating to capitalized advertising costs should
be computed using the ratio of current period revenues for the catalog cost pool
to the total of current and estimated future period revenues for that catalog
cost pool. Deferred catalog costs as of January 31, 1999 and January 29, 2000
were $6.4 million and $5.9 million, respectively. Catalog costs, which are
included in selling, general and administrative expenses, were $22.6 million,
$31.0 million and $40.1 million for fiscal 1997, 1998 and 1999, respectively.

    ADVERTISING COSTS--Advertising expenses that are not direct-response catalog
costs are expensed as incurred. For fiscal 1999, such expenses amounted to
$10.6 million and related primarily to iTurf.

    LONG-LIVED ASSETS--In accordance with the Statement of Financial Accounting
Standards Board ("SFAS") No. 121, "Accounting for the Impairment of Long-Lived
Assets and Long-Lived Assets to Be Disposed Of," we periodically review
long-lived assets and certain identifiable intangibles for impairment whenever
events or changes in circumstances indicate that the carrying amount of an asset
may not be recoverable. Recoverability of assets to be held and used is measured
by a comparison of the carrying amount of an asset to future net cash flows (on
an undiscounted basis) expected to be

                                      F-31
<PAGE>
                         DELIA*S INC. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                                JANUARY 29, 2000

2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
generated by the asset. If such assets are considered to be impaired, the
impairment to be recognized would be measured by the amount by which the
carrying amount of the assets exceeds the fair value of the assets.

    GOODWILL AND OTHER ASSETS--Goodwill and costs related to trademarks and
licenses are amortized on a straight-line basis over their expected useful
lives, which range from five to 30 years. Significant changes to intangible
assets are described in Notes 3 and 14. Accumulated amortization at January 31,
1999 and January 29, 2000 was approximately $570,000 and $2,289,000,
respectively.

    INCOME TAXES--We use the liability method of accounting for income taxes,
whereby deferred income taxes are provided on items recognized for financial
reporting purposes over different periods than for income taxes purposes.
Valuation allowances are provided when the expected realization of tax assets
does not meet a more likely than not criteria. Deferred income tax assets and
liabilities are recorded in accordance with Statement of Financial Accounting
Standards ("SFAS") No. 109, "Accounting for Income Taxes." See Note 6.

    RECOGNITION OF GAIN ON ISSUANCE OF SUBSIDIARY STOCK--In accordance with the
SEC Staff Accounting Bulletin "Accounting for Sales of Stock by a Subsidiary,"
dELiA*s recorded a gain on the issuance of subsidiary stock transaction for the
excess of the offering price per share over the carrying amount where the sale
of such shares by a subsidiary is not a part of a broader corporate
reorganization contemplated or planned by the registrant. During the fourth
quarter of fiscal 1999, we announced our intention to spin off our iTurf
interest to our shareholders. Accordingly, no gain was recognized or will be
recognized in connection with subsequent issuances of iTurf stock.

    STOCK-BASED COMPENSATION--We grant stock options for a fixed number of
shares to certain employees with an exercise price generally equal to the fair
value of the shares at the date of grant. We account for stock options in
accordance with Accounting Principles Board ("APB") No. 25, "Accounting for
Stock Issued to Employees," and, accordingly, do not recognize compensation
expense. In October 1995, the Financial Accounting Standards Board issued SFAS
No. 123, "Accounting for Stock Based Compensation," which provides an
alternative to APB Opinion No. 25 in accounting for stock-based compensation. As
permitted by SFAS No. 123, the Company continues to account for stock-based
compensation in accordance with APB Opinion No. 25 and has elected the pro forma
alternative of SFAS No. 123. (See Note 12.)

    COMPUTATION OF HISTORICAL NET INCOME (LOSS) PER SHARE--We calculate earnings
per share in accordance with SFAS No. 128, "Computation of Earnings Per Share"
and SEC Staff Accounting Bulletin No. 98. Accordingly, basic earnings per share
is computed using the weighted average number of common and dilutive common
stock equivalent shares outstanding during the period. Common equivalent shares
consist of the incremental common shares issuable upon the exercise of stock
options (using the treasury stock method.) Common equivalent shares are excluded
from the calculation if their effect is anti-dilutive.

    RECENT ACCOUNTING PRONOUNCEMENTS--In June 1999, the Financial Accounting
Standards Board approved deferral of Statement No. 133--"Accounting for
Derivative Instruments and Hedging Activities," which we are required to adopt
in fiscal year beginning February 2001. SFAS No. 133 requires that all
derivative instruments be recorded on the balance sheet at fair value. We do not

                                      F-32
<PAGE>
                         DELIA*S INC. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                                JANUARY 29, 2000

2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
expect our adoption of SFAS No. 133 to have a material impact on our
consolidated position, results of operations and cash flows.

3.  ACQUISITIONS

TSI SOCCER CORPORATION

    On December 10, 1997, dELiA*s acquired TSI Soccer Corporation in a
transaction accounted for as a pooling of interests. In connection with the TSI
transaction, we issued an aggregate of 308,687 shares of our common stock,
including 297,927 shares to certain shareholders of TSI and 10,760 shares to
employees of TSI pursuant to a "change of control" provision in TSI's stock
appreciation rights plan. We also made cash payments of approximately $730,000
to former stockholders of TSI. The $730,000 of cash payments, which were made to
stockholders exercising statutory dissenters rights, was recorded by dELiA*s as
a reduction in equity. These dissenting stockholders held 104,737 shares (or
9.2% of the outstanding shares) out of an aggregate of 1,134,411 shares of TSI
outstanding immediately prior to consummation of the acquisition. None of these
dissenting stockholders received consideration other than the cash referred to
above. The holders of the remaining outstanding shares (or 90.8% of the
outstanding shares) of TSI received only dELiA*s common stock as consideration
for their TSI shares, other than cash payments of approximately $137 made for
fractional shares. In accordance with pooling-of-interests accounting, we have
restated our prior financial statements and information to include TSI as if the
companies had been combined for all periods presented.

    Prior to the acquisition, TSI's fiscal year ended on December 31. For fiscal
1997, the combined companies reported on the basis of dELiA*s fiscal year.
Accordingly, our Consolidated Statement of Income for the fiscal year ended
January 31, 1998 includes the results of TSI for the year ended December 31,
1997. As a result, TSI's operations for the one-month period ended January 31,
1998 are not reflected in our Consolidated Statements of Income and Cash Flows
for the year ended January 31, 1998. TSI's operating results for the one-month
period ended January 31, 1998, comprising of total revenues and a net loss of
approximately $1.0 million and $1.1 million respectively, are reflected as an
adjustment to retained earnings. The results for this one-month period reflect
no unusual items and the seasonal nature of the business.

    Merger related costs totaling $1.6 million included professional fees and
costs related to the consolidation of distribution facilities, the write-off of
property and equipment and cancellation of contracts.

    The table below sets forth the unaudited separate and combined results of
dELiA*s and TSI for the fiscal year ended January 31, 1998.

<TABLE>
<CAPTION>
                                                 TOTAL REVENUES   NET INCOME (LOSS)
                                                 --------------   -----------------
<S>                                              <C>              <C>
dELiA*s........................................   $ 86,610,000       $ 5,861,000
TSI............................................     26,439,000        (1,435,000)
                                                  ------------       -----------
Total..........................................   $113,049,000       $ 4,426,000
                                                  ============       ===========
</TABLE>

                                      F-33
<PAGE>
                         DELIA*S INC. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                                JANUARY 29, 2000

3.  ACQUISITIONS (CONTINUED)
GURL, INTERACTIVE INC.

    On December 17, 1997, a wholly-owned subsidiary of dELiA*s acquired the net
assets of gURL, Interactive Inc., an interactive entertainment Web site, for
cash, 5,000 shares of dELiA*s common stock and rights to receive an additional
5,000 shares in fiscal 1998 and 5,000 in fiscal 1999 subject to the satisfaction
of certain performance targets. Such targets were achieved prior to fiscal 1999
and the value of the shares subsequently issued was recorded as increases to
goodwill and stockholder's equity at the time of achievement. The acquisition
was accounted for by the purchase method and the results of the operations of
the acquired business have been included in the consolidated financial
statements since the date of acquisition. Our operating results would not have
been materially different on a pro forma basis assuming the acquisition had
occurred on the first day of each fiscal year reported.

THE SCREEEM! BUSINESS

    In July 1998, dELiA*s, through two wholly-owned subsidiaries, acquired
assets located in 26 retail stores operated under the Screeem! and Jean Country
names, as well as the leases for such stores and several related trademarks
(together, the "Screeem! Business") from American Retail Enterprises, L.P. The
purchase price for the acquisition consisted of $10.0 million in cash and
946,756 shares of dELiA*s Inc. common stock.

    The total 946,756 shares issued for the acquisition includes the original
issuance of 812,501 shares in fiscal 1998 as well as an additional issue of
168,039 shares in February 2000 net of the cancellation in fiscal 1999 of 33,784
shares for a working capital adjustment. The $1.4 million value of the shares
issued in February 2000 was recorded as an increase to goodwill and an
adjustment to stockholder's equity in fiscal 1999 as the contingencies relating
to such issuance had been satisfied by January 29, 2000. The acquisition was
accounted for as a purchase. Accordingly, the operating results of the Screeem!
Business have been included in our consolidated financial statements since the
date of acquisition. The excess of the aggregate purchase price over the fair
market value of net assets acquired of $20.2 million was allocated to goodwill
and was being amortized over thirty years. During fiscal 1999, we recorded a
restructuring charge in connection with our plan to exit the Screeem! and Jean
Country retail operations which included the write-off of the related goodwill.
See Note 14.

    On a pro forma basis, assuming the acquisition had occurred on the first day
of each fiscal year, our net sales, net income and diluted earnings per share
would have been approximately $147.8 million, $5.6 million and $0.41,
respectively, for the year ended January 31, 1998 and $172.9 million,
$4.7 million and $0.32, respectively, for the year ended January 31, 1999. These
results are presented for informational purposes only and do not necessarily
represent results which would have occurred nor are they indicative of future
results of combined operations.

ASSETS OF FULCRUM DIRECT, INC.

    In September 1998, dELiA*s acquired certain assets from the estate of
Fulcrum Direct, Inc. for approximately $4.75 million in cash. The primary assets
included the trademarks and customer lists for the ZOE, STORYBOOK HEIRLOOMS,
PLAYCLOTHES, AFTER THE STORKand JUST FOR KIDS catalogs. We also purchased
selected inventory and assumed certain Storybook Heirlooms customer refund
liabilities. The acquisition has been accounted for as a purchase with the
operating results of the acquired business

                                      F-34
<PAGE>
                         DELIA*S INC. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                                JANUARY 29, 2000

3.  ACQUISITIONS (CONTINUED)
included in our consolidated financial statements since the date of acquisition
and the excess of the aggregate purchase price over the fair market value of net
assets acquired allocated to goodwill. Our operating results would not have been
materially different on a pro forma basis assuming the acquisition had occurred
on the first day of each fiscal year reported.

[email protected]

    On September 1, 1999, iTurf acquired [email protected], Inc. which hosts a
leading global Internet portal Web site with information and community services
directed at college and university students. The aggregate consideration paid
consisted of 1,586,996 newly issued shares of iTurf Class A common stock. The
transaction was accounted for under the purchase method of accounting with the
operating results of the acquired business included in our consolidated
financial statements since the date of acquisition and the excess of the
aggregate purchase price over the fair market value of net assets acquired of
$19.0 million allocated to goodwill. The goodwill is being amortized over five
years. In connection with this issuance of our subsidiary's common stock, we
recorded a deferred gain of $6.9 million to additional paid in capital.

4.  PROPERTY AND EQUIPMENT

    Property and equipment are stated at cost and are depreciated on the
straight-line method over the estimated useful lives or, for leasehold
improvements, the shorter of the estimated useful lives or the remaining term of
the lease. Major classes of property and equipment are as follows:

<TABLE>
<CAPTION>
                                                   ESTIMATED USEFUL
                                                        LIVES         JANUARY 31, 1999   JANUARY 29, 2000
                                                   ----------------   ----------------   ----------------
<S>                                                <C>                <C>                <C>
Furniture, fixtures and equipment................    5-10 years          $10,862,000        $20,233,000
Leasehold improvements...........................  Term of lease           4,871,000         15,564,000
Building.........................................     40 years                    --          5,448,000
Land.............................................       n/a                       --            873,000
                                                                         -----------        -----------
Total--at cost...................................                         15,733,000         42,118,000
Less accumulated depreciation....................                          3,191,000          6,635,000
                                                                         -----------        -----------
Total property and equipment--net................                        $12,542,000        $35,483,000
                                                                         ===========        ===========
</TABLE>

                                      F-35
<PAGE>
                         DELIA*S INC. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

5.  LONG-TERM DEBT AND CREDIT FACILITIES

    On August 6, 1999, we purchased for $6.2 million an approximately 400,000
square foot distribution facility in Hanover, Pennsylvania, the majority of
which space we previously leased. We borrowed $5.3 million from Allfirst Bank in
the form of a mortgage loan on the property to pay for $5.0 million of the
purchase price and $300,000 of planned capital improvements. We are subject to
certain covenants under the loan agreement, including a covenant to maintain a
fixed charge coverage ratio. On August 10, 1999 we entered into an interest-rate
swap agreement with Allfirst Bank under which we effectively converted the
LIBOR-based variable interest rate mortgage to a fixed rate loan with an
interest rate of approximately 8.78%. At January 29, 2000, the principal balance
on the mortgage was $5.3 million. The mortgage principal payments at
January 29, 2000 for the next five fiscal years are summarized as follows:
2000--$105,000; 2001--$114,000; 2002--$125,000; 2003--$136,000; and
2004--$149,000.

    dELiA*s had no long-term debt balances at January 31, 1999.

    During fiscal 1999, we borrowed a total of $9.0 million under our credit
facility with First Union National Bank. By January 29, 2000, we had repaid
$6.0 million so the remaining balance was $3.0 million, all of which is
classified as current. The facility consisted of a revolving line of credit
permitting us to borrow up to $25 million and provided for the issuance of
documentary and standby letters of credit up to $10 million. At both
January 31, 1999 and January 29, 2000, outstanding letters of credit were
$1.3 million. Our obligations under the Credit Agreement were secured by a lien
on substantially all of our assets, except certain real property and the assets
of iTurf. Our ability to continue to borrow under the credit agreement was
contingent on a number of conditions including our compliance with tangible net
worth, fixed charge coverage ratio and debt to cash flow covenants. In addition,
amounts outstanding under the facility were limited to specified percentages of
the value of our eligible inventory as determined under the credit agreement. At
our option, borrowings under this facility bore interest at First Union National
Bank's prime rate or at LIBOR plus 200 basis points. The Credit Agreement
contained certain covenants and default provisions customary for credit
facilities of this nature, including limitations on our payment of dividends. A
fee of 0.375% per year was assessed monthly on the unused portion of the line of
credit.

    There were no funds borrowed under our credit agreements during fiscal 1998.

    Subsequent to January 29, 2000, we entered into an Amended and Restated
Credit Agreement with Congress Financial Corporation that amends and restates
the terms of our First Union facility. See Note 15.

    During fiscal 1999, interest expense was $670,000.

                                      F-36
<PAGE>
                         DELIA*S INC. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

6.  INCOME TAXES

    The provision for income taxes is comprised of the following:

<TABLE>
<CAPTION>
                                                           FISCAL 1997   FISCAL 1998   FISCAL 1999
                                                           -----------   -----------   -----------
<S>                                                        <C>           <C>           <C>
Federal:.................................................  $2,262,000    $1,700,000    $(2,463,000)
  Current................................................    (498,000)      918,000     13,185,000
  Deferred...............................................
State and local:.........................................
  Current................................................     694,000       575,000             --
  Deferred...............................................      (2,000)      212,000     (1,652,000)
                                                           ----------    ----------    -----------
Total provision (benefit)................................  $2,456,000    $3,405,000    $ 9,070,000
                                                           ==========    ==========    ===========
</TABLE>

    The effective income tax rates differed from the federal statutory income
tax rates as follows:

<TABLE>
<CAPTION>
                                                           FISCAL 1997   FISCAL 1998   FISCAL 1999
                                                           -----------   -----------   -----------
<S>                                                        <C>           <C>           <C>
Federal taxes at statutory rates.........................  $2,340,000    $3,144,000    $6,810,000
State and local taxes net of federal benefit.............     451,000       519,000    (1,090,000)
iTurf valuation allowance................................          --            --     4,777,000
Minority interest........................................          --            --    (1,646,000)
Tax-exempt interest income...............................    (346,000)     (252,000)           --
Other....................................................      11,000        (6,000)      219,000
                                                           ----------    ----------    ----------
                                                           $2,456,000    $3,405,000    $9,070,000
                                                           ==========    ==========    ==========
</TABLE>

                                      F-37
<PAGE>
                         DELIA*S INC. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

6.  INCOME TAXES (CONTINUED)
    The significant components of our net deferred tax assets are as follows:

<TABLE>
<CAPTION>
                                                              JANUARY 31, 1999   JANUARY 29, 2000
                                                              ----------------   ----------------
<S>                                                           <C>                <C>
DEFERRED TAX ASSETS:
Inventory reserves..........................................     $  611,000        $  1,043,000
Net operating loss..........................................        595,000           7,510,000
Uniform capitalization--inventories.........................        523,000             594,000
Reserves and accruals.......................................        348,000             385,000
Sales return allowance......................................        277,000             156,000
Accrued restructuring.......................................             --           9,707,000
Stock option deduction......................................             --           1,534,000
Property and equipment......................................             --             224,000
Valuation allowance.........................................             --          (7,795,000)
Other.......................................................         94,000           1,043,000
                                                                 ----------        ------------
Total deferred tax assets...................................      2,448,000          14,401,000
DEFERRED TAX LIABILITIES:
Catalog costs...............................................     (2,296,000)         (2,015,000)
Property and equipment......................................        (37,000)                 --
Gain on subsidiary IPO......................................             --         (24,125,000)
Other.......................................................             --             (99,000)
                                                                 ----------        ------------
Total deferred tax liabilities..............................     (2,333,000)        (26,239,000)
                                                                 ----------        ------------
NET DEFERRED TAX ASSETS (LIABILITIES).......................     $  115,000        $(11,838,000)
                                                                 ==========        ============
</TABLE>

    dELiA*s had a net operating loss carryover ("NOL") of approximately
$1.4 million at January 29, 2000 representing the separate company loss of TSI
existing at the date of acquisition. Although this NOL is subject to limitations
under provisions of the Internal Revenue Code, we expect to fully utilize this
NOL in future periods. The NOL expires in 2012.

    During fiscal 1999, we generated a NOL of approximately $12.2 million
related to our iTurf subsidiary. This NOL expires in 2020. In addition, a state
NOL of approximately $22.1 million was established in connection with the
Screeem! restructuring. We have established a valuation allowance of
$7.8 million against the federal NOL and a portion of the state NOL.

7.  STOCKHOLDERS' EQUITY

    During the fiscal year ended January 31, 1997, Class B restricted membership
interests were granted to certain employees at no cost to these employees. The
cost of restricted membership interests, based upon their $217,000 fair market
value at the award date, was credited to stockholders' equity and was amortized
against earnings over the vesting period of 30 months. Deferred compensation
expense recognized during the fiscal years ended January 31, 1998 and 1999 was
$92,000 and $50,000, respectively. Immediately prior to our initial public
offering in December 1996, the Class B restricted membership interests converted
into 704,474 shares of restricted dELiA*s Inc. common stock. During the fiscal
year ended January 31, 1998, TSI issued 134,409 additional shares of TSI common
stock. Of the 134,409 shares issued, 23,834 shares were used to repay $113,400
of subordinated unsecured notes payable to TSI stockholders. Net proceeds from
the sale of the balance

                                      F-38
<PAGE>
                         DELIA*S INC. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

7.  STOCKHOLDERS' EQUITY (CONTINUED)
of 110,575 shares at $4.75 per share were used principally to fund working
capital. The 134,409 shares of TSI common stock were exchanged for 35,300 shares
of dELiA*s common stock in the TSI acquisition. See Note 3.

    During fiscal 1999, additional paid-in capital was increased $1.8 million
for the tax effect of stock option exercises and decreased $2.4 million for the
tax effect of the issuance of iTurf common stock in connection with the OnTap
acquisition.

8.  EARNINGS PER SHARE

    The following table sets forth the computation of basic and diluted earnings
per share:

<TABLE>
<CAPTION>
                                                        FISCAL 1997   FISCAL 1998   FISCAL 1999
                                                        -----------   -----------   -----------
<S>                                                     <C>           <C>           <C>
Net income............................................  $ 4,426,000   $ 5,842,000   $10,958,000
                                                        ===========   ===========   ===========
Weighted-average shares...............................   12,941,000    13,779,000    14,315,000
Effect of dilutive securities:
  Stock options.......................................      142,000       492,000       948,000
  Contingent stock--acquisitions                                 --        47,000       117,000
                                                        -----------   -----------   -----------
Denominator for diluted earnings per share (adjusted
  weighted-average and assumed conversions)...........   13,083,000    14,318,000    15,380,000
                                                        ===========   ===========   ===========
Basic net income per share............................  $      0.34   $      0.42   $      0.77
                                                        ===========   ===========   ===========
Diluted net income per share..........................  $      0.34   $      0.41   $      0.71
                                                        ===========   ===========   ===========
</TABLE>

    For fiscal 1997, 1998 and 1999, options to purchase 7,000, 165,000 and
883,000 shares, respectively, were outstanding at the end of the period but not
included in the computation of diluted earnings per share because their effect
would have been antidilutive.

9.  FAIR VALUE OF FINANCIAL INSTRUMENTS

    The carrying value amounts reported in our balance sheets for cash and cash
equivalents and long-term debt approximate fair values. Except for iTurf's
$1.0 million investment in a start-up Internet company that is accounted for on
the cost method, our total investments of $43.9 million represents iTurf's debt
securities that are classified as held-to-maturity and carried at amortized
cost. The fair value of our debt security investments at January 29, 2000 is
$42.7 million based on quotes obtained from brokers for those instruments while
the market value of our other investment is believed to approximate cost.

                                      F-39
<PAGE>
                         DELIA*S INC. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

10.  COMMITMENTS AND CONTINGENCIES

LEASES

    As of January 29, 2000, dELiA*s was obligated under various long-term
non-cancelable leases for office, retail, and warehouse and distribution space
and equipment requiring minimum annual rental payments in future periods as
follows:

<TABLE>
<CAPTION>
FISCAL                                                CAPITAL LEASES   OPERATING LEASES      TOTAL
------                                                --------------   ----------------   -----------
<S>                                                   <C>              <C>                <C>
2000................................................    $  614,000       $ 7,003,000      $ 7,617,000
2001................................................       614,000         5,870,000        6,484,000
2002................................................       544,000         5,499,000        6,043,000
2003................................................       521,000         5,537,000        6,058,000
2004................................................       130,000         5,356,000        5,486,000
2005 and thereafter.................................            --        22,129,000       22,129,000
                                                        ----------       -----------      -----------
Minimum lease payments..............................    $2,423,000       $51,394,000      $53,817,000
                                                        ==========       ===========      ===========
</TABLE>

    The total minimum payments for capital leases include approximately $200,000
for imputed interest which reduces the total future payments to $2.2 million
present value. Amortization of assets recorded under capital leases is
classified as depreciation expense.

    Our retail store leases typically include contingent rent clauses that will
result in higher payments if the store sales exceed expected levels. Some of our
operating leases also include renewal options and escalation clauses with terms
that are similar to our current leases and typical for the industry. In
addition, we are obligated to pay a proportionate share of increases in real
estate taxes and other occupancy costs for space covered by our operating
leases. Rent expense for the fiscal years ended January 31, 1998, January 31,
1999 and January 29, 2000 was $2.1 million, $4.9 million and $10.3 million,
respectively.

BENEFIT PLAN

    During fiscal 1999, dELiA*s began a 401(k) retirement plan covering all
eligible employees. Under the plan, employees can defer 1% to 15% of
compensation. We may make matching contributions on a discretionary basis. The
employee's contribution is 100% vested and the employer's matching contribution
vests over a five-year period. The new plan replaces a similar plan previously
offered to employees of TSI. The employer's contribution was $13,000, $24,000
and $46,000 in fiscal 1997, 1998 and 1999, respectively.

INTERNET MARKETING ALLIANCES

    In May 1999, iTurf entered into a strategic marketing alliance with America
Online, Inc. Over the two-year term of the agreement, iTurf has agreed to pay
America Online a total of approximately $8.1 million, of which $5.0 million was
paid as of January 29, 2000.

    In August 1999, iTurf entered into a strategic marketing alliance with
Microsoft Corporation. Over the one-year term of the agreement, iTurf has agreed
to pay Microsoft a total of at least $4.6 million, of which approximately
$2.0 million was paid as of January 29, 2000.

                                      F-40
<PAGE>
                         DELIA*S INC. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

10.  COMMITMENTS AND CONTINGENCIES (CONTINUED)
INTERNET MARKETING ALLIANCES (CONTINUED)

    In connection with the September 1999 [email protected] transaction, iTurf entered
into a marketing alliance with MarketSource Corporation, which is owned by
certain of the sellers of [email protected], to promote our network of sites through
MarketSource's offline marketing channels. iTurf has committed to purchasing
approximately $6.5 million in promotional opportunities through these channels
over the next three years. Of this amount, $1.5 million was paid as of
January 29, 2000.

LITIGATION

    In 1999, two separate purported securities class action lawsuits were filed
against us and certain of our officers and directors and one former officer of a
subsidiary. The original complaints were filed in Federal District Court for the
Southern District of New York by Allain Roy on June 1, 1999 and by Lorraine
Padgett on June 3, 1999. The suits were consolidated into a single class action
and an amended and consolidated complaint was filed on March 22, 2000. The
complaint in this lawsuit purports to be a class action on behalf of the
purchasers of our securities during the period January 20, 1998 through
September 10, 1998. The complaint generally alleges that the defendants violated
Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder
by making material misstatements and by failing to disclose certain allegedly
material information regarding trends in our business. The complaint also
alleges that the individual defendants are liable for those violations under
Section 20(a) of the Securities Exchange Act. The complaint seeks unspecified
damages, attorneys' and experts' fees and costs, and such other relief as the
court deems proper. On April 14, 2000, dELiA*s Inc. and the other named
defendants filed a motion to dismiss the lawsuit. Since that date, we are not
aware of any changes in the status of the lawsuit.

    We intend to vigorously defend against these actions. Based upon information
presently known to management, we do not believe that the ultimate resolution of
these lawsuits will have a material adverse effect on our financial condition,
results of operations or cash flow.

OTHER

    In connection with our acquisition of the distribution facility, we hired an
environmental consultant to perform an assessment of the facility. As a result
of that assessment, the seller of the property performed certain soil
remediation and created a groundwater remediation plan, each relating to the
presence of underground fuel oil, waste oil and gasoline tanks located on the
property and subsequently removed by the seller. The Pennsylvania Department of
Environmental Protection has released the seller from liability with respect to
soil contamination and has approved the ground water remediation plan. The
seller has set funds aside in escrow to cover up to $250,000 in ground water
remediation costs. We do not believe that the environmental conditions at the
facility will have a material adverse effect on our consolidated financial
condition, results of operations or cash flows.

11.  SEGMENTS

    dELiA*s determines operating segments in accordance with Statement of
Financial Accounting Standards No. 131. Our reportable segments are generally
defined by their method of distribution; different segments may offer similar
products to similar customers, but are managed separately because of their
distribution methods. Commencing in fiscal 1999, dELiA*s has three reportable
segments:

                                      F-41
<PAGE>
                         DELIA*S INC. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

11.  SEGMENTS (CONTINUED)
catalog, retail and iTurf. Each of these segments earns revenues primarily from
the sale of apparel, accessories and soccer equipment to consumers. The catalog
segment takes phone and mail orders from our customers and mails merchandise
directly to those customers. Our retail stores display merchandise in mall and
strip mall stores and sell directly to customers who visit those locations.
iTurf sells merchandise through our various Web sites and also recognizes
advertising, subscription and licensing revenues. Sales outside of the United
States are insignificant.

    We evaluate performance and allocate resources primarily based on profit and
loss after expense allocations for shared resources but before unusual items,
income taxes, interest and other income and minority interest. There are no
material differences between accounting policies used by the reportable segments
in preparation of this information and those described in the summary of
significant accounting policies in this report.

    In connection with the iTurf initial public offering in April 1999, dELiA*s
and iTurf entered into intercompany agreements that govern the transactions
between iTurf and the other segments. Intercompany profit or loss generated by
such agreements is eliminated in consolidation. For transactions between the
other segments, and for transactions involving iTurf prior to its initial public
offering, inter-segment product sales are recorded at cost and shared costs are
allocated on a basis believed by management to be reasonable.

    The segment disclosure for fiscal 1997 and 1998 has been restated to reflect
the operating segments as defined for fiscal 1999. (in thousands)

<TABLE>
<CAPTION>
                                                       CATALOG     RETAIL     ITURF      TOTAL
                                                       --------   --------   --------   --------
<S>                                                    <C>        <C>        <C>        <C>
FISCAL 1997
Revenues from external customers.....................  $104,020   $  8,895   $    134   $113,049
Operating profit (loss)..............................     7,301     (1,571)       (49)     5,681

                                                       CATALOG     RETAIL     ITURF      TOTAL
                                                       --------   --------   --------   --------
FISCAL 1998
Revenues from external customers.....................  $116,322   $ 38,028   $  4,014   $158,364
Operating profit.....................................     6,238      1,226        821      8,285
Property & equipment, net, at year-end...............     7,118      5,010        414     12,542

                                                       CATALOG     RETAIL     ITURF      TOTAL
                                                       --------   --------   --------   --------
FISCAL 1999
Revenues from external customers.....................  $111,275   $ 54,676   $ 24,821   $190,772
Operating loss.......................................   (12,675)   (11,643)   (17,397)   (41,715)
Property & equipment, net, at year-end...............    16,416     15,781      3,286     35,483
</TABLE>

<TABLE>
<CAPTION>
                                                               FISCAL     FISCAL     FISCAL
                                                                1997       1998       1999
                                                              --------   --------   --------
                                                                      (IN THOUSANDS)
<S>                                                           <C>        <C>        <C>
Operating profit (loss) for reportable segments.............  $ 5,681     $8,285    $(41,715)
Restructuring charge (Note 14)..............................       --         --      23,668
Gain on subsidiary IPO and sale of subsidiary stock.........       --         --     (78,117)
Minority interest...........................................       --         --      (4,865)
</TABLE>

                                      F-42
<PAGE>
                         DELIA*S INC. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

11.  SEGMENTS (CONTINUED)

<TABLE>
<CAPTION>
                                                               FISCAL     FISCAL     FISCAL
                                                                1997       1998       1999
                                                              --------   --------   --------
                                                                      (IN THOUSANDS)
<S>                                                           <C>        <C>        <C>
Interest and other income, net..............................   (1,201)      (962)     (2,429)
                                                              -------     ------    --------
Total income before taxes...................................  $ 6,882     $9,247    $ 20,028
                                                              =======     ======    ========
</TABLE>

<TABLE>
<CAPTION>
                                                              JANUARY 31, 1999   JANUARY 29, 2000
                                                              ----------------   ----------------
                                                                        (IN THOUSANDS)
<S>                                                           <C>                <C>
Property and equipment for reportable segments..............       $12,542           $ 35,483
Other assets................................................        69,602            148,557
                                                                   -------           --------
Total consolidated assets...................................       $82,144           $184,040
                                                                   =======           ========
</TABLE>

12.  STOCK OPTIONS

    Prior to our initial public offering, we approved and adopted the 1996 Stock
Incentive Plan. Such plan was amended and restated in July 1998. On December 1,
1998, our board of directors approved and adopted the 1998 Stock Incentive Plan.
The 1996 Stock Incentive Plan, as amended, and the 1998 Stock Incentive Plan
(collectively, the "Incentive Plans") provide for the following types of awards
to eligible employees: (i) stock options, including incentive stock options and
non-qualified stock options; (ii) stock appreciation rights, in tandem with
stock options or freestanding; and (iii) restricted stock. Awards may be granted
singly, in combination or in tandem, as determined by a committee of our board
of directors. The maximum number of shares of common stock that may be issued
pursuant to the Incentive Plans is 3,500,000. The maximum number of shares of
common stock subject to each of the stock options or stock appreciation rights
that may be granted to any individual under the Incentive Plans is 200,000 for
each fiscal year under the 1996 Stock Incentive Plan, as amended, and 400,000
under the 1998 Stock Incentive Plan. If a stock appreciation right is granted in
tandem with a stock option, it shall apply against the individual limits for
both stock options and stock appreciation rights, but only once against the
maximum number of shares available under the Incentive Plans.

    An executive is party to a stock option agreement with us pursuant to which
the Company granted such executive an option to purchase up to an aggregate of
250,000 shares of our common stock at an exercise price of $11.00 per share, the
fair market value on the date of grant. The option becomes exercisable as to
50,000 shares on each of July 21, 1997, 1998, 1999, 2000 and 2001.

    On June 22, 1998 and September 15, 1998, in an effort to retain employees at
a time when a significant percentage of employee stock options had exercise
prices that were above fair market value, we reduced the exercise price of
outstanding common stock options held by our employees, consultants and
directors to the fair market value per share as of the date of the reduction in
price. All options maintained the same vesting and expiration terms. Not all
grants to officers were repriced. Executive officers forfeited a portion of
prior grants in connection with the repricing.

    On September 16, 1998, two employees and a financial advisor were granted
options to purchase stock in a wholly-owned subsidiary. The options become
exercisable two years after the date of grant and expire ten years after the
date of grant. The defined exercise price is equal to the fair market value at
the date of grant.

                                      F-43
<PAGE>
                         DELIA*S INC. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

12.  STOCK OPTIONS (CONTINUED)
    On January 1, 1999, iTurf established a stock incentive plan, reserved
shares for grant under the plan and issued employees options to purchase stock
at the fair market value at that date. Additional options were granted during
fiscal 1999. The majority of these options vest 20% per year beginning one year
from the date of grant, while some of the options vest in eight six-month
intervals generally beginning six months from the date of grant. At January 29,
2000, options to purchase approximately 3.0 million shares of iTurf stock
remained outstanding with options to purchase approximately 10% of those shares
exercisable.

    A summary of dELiA*s stock option activity for the three most recent fiscal
years is as follows:

<TABLE>
<CAPTION>
                                                     FISCAL 1997                 FISCAL 1998                  FISCAL 1999
                                              -------------------------   --------------------------   --------------------------
                                                            WEIGHTED                     WEIGHTED                     WEIGHTED
                                              OPTIONS    EXERCISE PRICE    OPTIONS    EXERCISE PRICE    OPTIONS    EXERCISE PRICE
                                              --------   --------------   ---------   --------------   ---------   --------------
<S>                                           <C>        <C>              <C>         <C>              <C>         <C>
Outstanding at beginning of period..........  383,750        $11.00         744,437       $14.96       3,039,110       $6.77
Granted (excludes repricing)................  362,937         19.13       2,496,183        15.83         847,033       13.61
Exercised...................................   (2,250)        11.00         (49,010)        6.56        (206,785)       5.81
Canceled (excludes repricing)...............       --            --        (152,500)       18.04        (292,725)       9.74
                                              -------        ------       ---------       ------       ---------       -----
Outstanding at end of period................  744,437        $14.96       3,039,110       $ 6.77       3,386,633       $8.28
                                              =======        ======       =========       ======       =========       =====
Options exercisable at end of period........  107,500        $11.24         351,327       $ 5.75       1,230,930       $6.21
                                              =======        ======       =========       ======       =========       =====
</TABLE>

    The following summarizes dELiA*s stock option information at January 29,
2000:

<TABLE>
<CAPTION>
                                                           OPTIONS OUTSTANDING                          OPTIONS EXERCISABLE
                                          ------------------------------------------------------   ------------------------------
                                                             WEIGHTED-AVERAGE
RANGE OF EXERCISE                              NUMBER           REMAINING       WEIGHTED-AVERAGE     NUMBER      WEIGHTED-AVERAGE
PRICES                                      OUTSTANDING      CONTRACTUAL LIFE    EXERCISE PRICE    EXERCISABLE    EXERCISE PRICE
-----------------                         ----------------   ----------------   ----------------   -----------   ----------------
<S>                                       <C>                <C>                <C>                <C>           <C>
$5.75 to $8.63..........................         2,536,600         9 years           $  6.19        1,136,432        $    5.86
$8.54 to $12.94.........................           285,000         9 years           $ 10.29           85,998            10.09
$12.95 to $19.38........................           527,600         9 years           $ 16.07            8,500            13.75
$19.39 to $28.88........................            37,433         9 years           $ 24.86               --               --
                                          ----------------                                          ---------
Total...................................         3,386,633         9 years           $  8.28        1,230,930        $    6.21
                                          ================                                          =========
</TABLE>

    dELiA*s applies APB No. 25 and related interpretations in accounting for the
Incentive Plans and the iTurf plan. Accordingly, no compensation expense has
been recognized for these plans in fiscal 1997, 1998 or 1999. Had compensation
expense been determined based on the fair value of stock option grants on the
date of grant in accordance with SFAS No. 123, grants of options to purchase our
common stock would have had the following effect on our net income and earnings
per share:

<TABLE>
<CAPTION>
                                                              FISCAL 1997   FISCAL 1998   FISCAL 1999
                                                              -----------   -----------   -----------
<S>                                                           <C>           <C>           <C>
Pro forma net income........................................    $3,345        $1,663        $5,484
                                                                ======        ======        ======
Pro forma basic net income per share........................    $ 0.26        $ 0.12        $ 0.38
                                                                ======        ======        ======
Pro forma diluted net income per share......................    $ 0.26        $ 0.12        $ 0.36
                                                                ======        ======        ======
</TABLE>

    The average estimated fair market value of options granted during fiscal
1997, 1998 and 1999 was $7.30, $3.00 and $7.34 per share, respectively. In
preparing such estimates, we used the Black-Scholes option-pricing model with
the following weighted average assumptions used: no dividend yield; expected
volatility of 45%, 65% and 65%, respectively, risk-free interest rate of 5.5%,
4.6% and 5.5%, respectively; expected lives of three to five years.

                                      F-44
<PAGE>
                         DELIA*S INC. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

12.  STOCK OPTIONS (CONTINUED)
    The Black-Scholes option valuation model was developed for use in estimating
the fair value of traded options which have no vesting restrictions and are
fully transferable. In addition, option valuation models require the input of
highly subjective assumptions including the expected stock price volatility.
Because our stock options have characteristics significantly different from
those of traded options, and because changes in the subjective input assumptions
can materially affect the fair value estimate, in management's opinion, the
existing models do not necessarily provide a reliable single measure of the fair
value of its stock options.

13.  FAMILY STOCKHOLDERS AGREEMENT

    Immediately prior to our initial public offering in December 1996, certain
stockholders (the "Family Holders") and a stockholder/executive of dELiA*s (the
"Executive") entered into a stockholders' agreement with dELiA*s (the "Family
Stockholders Agreement"). The Family Holders are permitted to transfer shares of
dELiA*s stock owned by them in accordance with the requirements of Rule 144
under the Securities Act of 1933. The Family Stockholders Agreement also permits
each of the Family Holders to cause us to register shares of our common stock
under some circumstances concurrently with offerings of common stock by us.
dELiA*s will generally be required to bear the expenses of all such
registrations, except underwriting discounts and commissions. In addition, the
Family Stockholders Agreement gives the Executive the right to vote all of the
shares of dELiA*s common stock owned by the Family Holders on all matters that
come before our stockholders. The Family Holders collectively owned
20.2 percent of the outstanding dELiA*s common stock as of January 29, 2000. The
Family Stockholders Agreement will expire in December 2006.

14.  RESTRUCTURING CHARGE

    During fiscal 1999, we recorded a charge of approximately $24.2 million in
connection with our restructuring plan to exit our Screeem! and Jean Country
retail operations. The charge is comprised of the following:

    - $19.4 million for the write-off of the remaining unamortized balance of
      goodwill and other intangibles relating to our acquisition of the Screeem!
      and Jean Country retail operations;

    - $3.6 million for the shut-down of certain retail stores of which
      $2.3 million represented the write-off of assets that would no longer be
      used and $1.3 million, primarily relating to future lease costs, was
      accrued;

    - $700,000 for the elimination of approximately 50 jobs at the Screeem!
      corporate office and the store locations to be closed, resulting in
      employee severance costs; and

    - $500,000 for the liquidation of inventory carried at stores to be
      converted or closed (reflected in cost of sales).

    The total charge of $24.2 million includes $23.7 million that is included in
operating expenses as a restructuring charge and $500,000 included as cost of
sales.

    During fiscal 1999, we incurred approximately $200,000 for costs relating to
store shut-down, $300,000 for inventory liquidation and $100,000 for employee
severance. We expect the $1.7 million that remains accrued at January 29, 2000
for store shut-down and employee severance costs and the $200,000 that remains
as an offset to inventory to be incurred in early fiscal 2000.

                                      F-45
<PAGE>
                         DELIA*S INC. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

15.  SUBSEQUENT EVENTS

    On February 15, 2000, iTurf acquired theSpark.com, Inc. The aggregate
consideration paid consisted of 1,099,988 newly issued shares of iTurf Class A
common stock. The transaction was accounted for under the purchase method of
accounting.

    On April 26, 2000, we received a waiver through the first quarter of fiscal
2001 of the fixed charge coverage ratio covenant under our Allfirst mortgage
loan.

    On April 28, 2000, we entered into an Amended and Restated Credit Agreement
with Congress Financial Corporation that amends and restates the terms of our
First Union credit facility and goes through April 2003. The new facility has
similar terms to the First Union facility but provides us with a higher initial
borrowing base and contains controls on our cash management and certain limits
on our ability to distribute assets.

                                      F-46
<PAGE>
                         DELIA*S INC. AND SUBSIDIARIES

                     CONDENSED CONSOLIDATED BALANCE SHEETS

                       (IN THOUSANDS, EXCEPT SHARE DATA)

<TABLE>
<CAPTION>
                                                              JANUARY 29, 2000   APRIL 29, 2000
                                                              ----------------   --------------
                                                                     *            (UNAUDITED)
<S>                                                           <C>                <C>
                                            ASSETS
CURRENT ASSETS
  Cash and cash equivalents.................................      $ 24,985          $ 19,407
  Short-term investments....................................        32,893            26,599
  Merchandise inventories...................................        28,322            26,581
  Deferred tax assets.......................................        12,063            14,488
  Prepaid expenses and other current assets.................        15,014            14,462
                                                                  --------          --------
    Total current assets....................................       113,277           101,537
PROPERTY AND EQUIPMENT, net of accumulated depreciation of
  $6,635 at January 29, 2000 and $8,020 at April 29, 2000...        35,483            36,256
LONG-TERM INVESTMENTS.......................................        11,024             7,998
INTANGIBLE ASSETS...........................................        23,456            35,927
OTHER ASSETS................................................           800               693
                                                                  --------          --------
TOTAL ASSETS................................................      $184,040          $182,411
                                                                  ========          ========

                             LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
  Accounts payable and accrued expenses.....................      $ 21,643          $ 18,536
  Bank loan payable.........................................         3,000             3,000
  Accrued restructuring.....................................         1,685             1,436
  Other current liabilities.................................         2,997             3,322
                                                                  --------          --------
    Total current liabilities...............................        29,325            26,294

DEFERRED TAX LIABILITIES....................................        23,901            25,871
LONG-TERM DEBT AND CAPITAL LEASES...........................         6,756             6,617
OTHER LONG-TERM LIABILITIES.................................           403               318

MINORITY INTEREST...........................................        40,734            46,295

STOCKHOLDERS' EQUITY
  Preferred stock, par value $.01 per share;
    Authorized--1,000,000 shares; Issued--none..............            --                --
  Common stock, par value $.01 per share;
    Authorized--50,000,000 shares; Issued--14,914,472 and
    15,086,011 shares, respectively.........................           149               151
  Additional paid-in capital................................        80,216            83,055
  Less common stock in treasury (551,046 shares)............       (17,734)          (17,734)
  Retained earnings.........................................        20,290            11,544
                                                                  --------          --------
    Total stockholders' equity..............................        82,921            77,016
                                                                  --------          --------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY..................      $184,040          $182,411
                                                                  ========          ========
</TABLE>

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

*   Condensed from audited financial statements

       See Notes to Unaudited Condensed Consolidated Financial Statements

                                      F-47
<PAGE>
                         DELIA*S INC. AND SUBSIDIARIES

                CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

                     (IN THOUSANDS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
                                                                  THIRTEEN WEEKS ENDED
                                                              ----------------------------
                                                              MAY 1, 1999   APRIL 29, 2000
                                                              -----------   --------------
                                                                      (UNAUDITED)
<S>                                                           <C>           <C>
NET SALES...................................................   $  41,812       $  49,057

COST OF SALES...............................................      23,023          25,792
                                                               ---------       ---------

GROSS PROFIT................................................      18,789          23,265

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES................      23,750          39,003
RESTRUCTURING CHARGE........................................      22,907              --
GAIN ON SUBSIDIARY IPO......................................     (70,091)             --
INTEREST AND OTHER INCOME, NET..............................        (140)           (667)
MINORITY INTEREST...........................................           8          (3,901)
                                                               ---------       ---------
INCOME (LOSS) BEFORE INCOME TAXES...........................      42,355         (11,170)

PROVISION (BENEFIT) FOR INCOME TAXES........................      17,519          (2,424)
                                                               ---------       ---------

NET INCOME (LOSS)...........................................   $  24,836       $  (8,746)
                                                               =========       =========

BASIC NET INCOME (LOSS) PER SHARE...........................   $    1.75       $   (0.60)
                                                               =========       =========
DILUTED NET INCOME (LOSS) PER SHARE.........................   $    1.56       $   (0.60)
                                                               =========       =========

SHARES USED IN THE CALCULATION OF BASIC NET INCOME (LOSS)
  PER SHARE.................................................      14,231          14,503
                                                               =========       =========
SHARES USED IN THE CALCULATION OF DILUTED NET INCOME (LOSS)
  PER SHARE.................................................      15,966          14,503
                                                               =========       =========
</TABLE>

       See Notes to Unaudited Condensed Consolidated Financial Statements

                                      F-48
<PAGE>
                         DELIA*S INC. AND SUBSIDIARIES

                CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

                                 (IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                  THIRTEEN WEEKS ENDED
                                                              ----------------------------
                                                              MAY 1, 1999   APRIL 29, 2000
                                                              -----------   --------------
                                                                      (UNAUDITED)
<S>                                                           <C>           <C>
OPERATING ACTIVITIES:
  Net income (loss).........................................   $  24,836        $(8,746)
  Adjustments to reconcile net income (loss) to net cash
    used in operating activities:
    Depreciation and amortization...........................       1,009          3,122
    Gain on subsidiary IPO..................................     (70,091)            --
    Restructuring charge....................................      23,407             --
    Deferred taxes..........................................      19,309           (455)
    Minority interest.......................................           8         (3,901)
    Amortization of investments.............................          --           (153)
    Changes in operating assets and liabilities:
      Merchandise inventories...............................      (3,604)         1,741
      Prepaid expenses and other current assets.............        (763)           848
      Other assets..........................................        (383)           109
      Current liabilities...................................      (3,439)        (3,329)
      Long-term liabilities.................................          52         (2,087)
                                                               ---------        -------
Net cash used in operating activities.......................      (9,659)       (12,851)
                                                               =========        =======
INVESTING ACTIVITIES:
  Capital expenditures......................................      (3,356)        (2,269)
  Purchase of investment securities.........................          --        (10,683)
  Proceeds from the maturity of investment securities.......          --         20,156
  Acquisition of business...................................          --            174
                                                               ---------        -------
Net cash provided by (used in) investing activities.........      (3,356)         7,378
                                                               =========        =======
FINANCING ACTIVITIES:
  Net proceeds from issuance of subsidiary common stock.....      98,219             --
  Principal payments on long-term debt and capital leases...          --           (179)
  Exercise of 152,760 and 3,500 stock options,
    respectively............................................         889             20
  Other.....................................................         (43)            54
                                                               ---------        -------
Net cash provided by (used in) financing activities.........      99,065           (105)
                                                               =========        =======
INCREASE (DECREASE) IN CASH & CASH EQUIVALENTS..............      86,050         (5,578)
CASH & CASH EQUIVALENTS--BEGINNING OF PERIOD................      10,981         24,985
                                                               ---------        -------
CASH & CASH EQUIVALENTS--END OF PERIOD......................   $  97,031        $19,407
                                                               =========        =======
</TABLE>

SUPPLEMENTAL DISCLOSURE OF NONCASH FINANCING AND INVESTING ACTIVITY:

February 2000 issuance of iTurf common stock for the acquisition of
theSpark.com, Inc. See Note 5.

       See Notes to Unaudited Condensed Consolidated Financial Statements

                                      F-49
<PAGE>
                         DELIA*S INC. AND SUBSIDIARIES

         NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1. BUSINESS

    dELiA*s Inc., through its catalogs, retail stores and Web sites, is a
leading marketer of casual apparel, accessories, soccer merchandise and Internet
content and community services to young men and women between the ages of 10 and
24, an age group known as "Generation Y."

    We are subject to seasonal fluctuations in our merchandise sales and results
of operations. We expect our net sales generally to be higher in the second half
of each fiscal year than in the first half of the same fiscal year.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION

    PRINCIPLES OF CONSOLIDATION--Our condensed consolidated financial statements
include the accounts of dELiA*s and subsidiaries, all of which, except
iTurf Inc., our majority-owned Internet-focused subsidiary, were wholly owned
for all periods presented. The accounts of iTurf are included in the
consolidated financial statements while the outside ownership of iTurf is
reflected as minority interest on the financial statements. All significant
intercompany balances and transactions have been eliminated in consolidation.

    UNAUDITED INTERIM FINANCIAL STATEMENTS--The accompanying unaudited condensed
consolidated financial statements have been prepared in accordance with the
requirements for Form 10-Q and in accordance with generally accepted accounting
principles for interim financial reporting. In the opinion of management, the
accompanying condensed consolidated financial statements are presented on a
basis consistent with the audited consolidated financial statements and reflect
all adjustments (consisting of normal recurring items) necessary for a fair
presentation of results for the interim periods presented. The financial
statements and footnote disclosures should be read in conjunction with our
January 29, 2000 audited consolidated financial statements and the notes
thereto, which are included in our annual report on Form 10-K for the year ended
January 29, 2000, which was filed under the Securities Exchange Act of 1934.
Results for the interim periods are not necessarily indicative of the results to
be expected for the year.

    RECLASSIFICATIONS--Certain amounts have been reclassified to conform to the
current presentation.

3. SEGMENT INFORMATION

    dELiA*s determines operating segments in accordance with Statement of
Financial Accounting Standards No. 131. Our reportable segments are generally
defined by their method of distribution; different segments may offer similar
products to similar customers, but are managed separately because of their
distribution methods. dELiA*s currently has three reportable segments: catalog,
retail and

                                      F-50
<PAGE>
                         DELIA*S INC. AND SUBSIDIARIES

   NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

3. SEGMENT INFORMATION (CONTINUED)
iTurf. Certain amounts in our fiscal 1999 segment disclosure have been
reclassified to conform to the fiscal 2000 presentation.

<TABLE>
<CAPTION>
                                              CATALOG       RETAIL         ITURF         TOTAL
FIRST QUARTER FISCAL 1999                   -----------   -----------   -----------   ------------
<S>                                         <C>           <C>           <C>           <C>
Revenues from external customers..........  $29,799,000   $ 9,348,000   $ 2,665,000   $ 41,812,000
Operating loss............................     (959,000)   (2,586,000)     (470,000)    (4,015,000)
</TABLE>

<TABLE>
<CAPTION>
                                             CATALOG       RETAIL         ITURF          TOTAL
FIRST QUARTER FISCAL 2000                  -----------   -----------   ------------   ------------
<S>                                        <C>           <C>           <C>            <C>
Revenues from external customers.........  $26,044,000   $12,018,000   $ 10,995,000   $ 49,057,000
Operating loss...........................     (981,000)   (3,446,000)    (9,987,000)   (14,414,000)
</TABLE>

<TABLE>
<CAPTION>
                                                              FIRST QUARTER   FIRST QUARTER
                                                               FISCAL 1999     FISCAL 2000
                                                              -------------   -------------
<S>                                                           <C>             <C>
Operating loss for reportable segments......................   $(4,015,000)   $(14,414,000)
Unallocated corporate expenses..............................       446,000       1,324,000
Restructuring charge........................................    23,407,000              --
Gain on subsidiary initial public offering..................   (70,091,000)             --
Interest and other income, net..............................      (140,000)       (667,000)
Minority interest...........................................         8,000      (3,901,000)
                                                               -----------    ------------
    Income (loss) before income taxes.......................   $42,355,000    $(11,170,000)
                                                               ===========    ============
</TABLE>

4. RESTRUCTURING

    During fiscal 1999, we recorded a charge of approximately $24.2 million in
connection with our restructuring plan to exit our Screeem! and Jean Country
retail operations. The charge is comprised of the following:

    - $19.4 million for the write-off of the remaining unamortized balance of
      goodwill and other intangibles relating to our acquisition of the Screeem!
      and Jean Country retail operations;

    - $3.6 million for the shut-down of certain retail stores of which
      $2.3 million represented the write-off of assets that would no longer be
      used and $1.3 million primarily related to future lease costs;

    - $700,000 for the elimination of approximately 125 full-time and part-time
      jobs at the Screeem! corporate office and the store locations to be
      closed, resulting in employee severance costs; and

    - $500,000 for the liquidation of inventory carried at stores to be
      converted or closed (reflected in cost of sales).

    The total charge of $24.2 million includes $23.7 million that was included
in fiscal 1999 operating expenses as a restructuring charge and $500,000
included as cost of sales. The total charge also includes $1.4 million of
goodwill write-off relating to the value of 168,039 shares of common stock
issued in February 2000. This additional goodwill charge was recorded in fiscal
1999, when the related contingencies were satisfied, as an increase to
additional paid-in capital.

                                      F-51
<PAGE>
                         DELIA*S INC. AND SUBSIDIARIES

   NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

4. RESTRUCTURING (CONTINUED)
    Through the first quarter of fiscal 2000, we have incurred approximately
$400,000 for costs relating to store shut-down, $500,000 for inventory
liquidation and $200,000 for the elimination of 111 jobs. We expect the
$1.4 million that remains accrued at April 29, 2000 for store shut-down and
employee severance costs to be incurred in the second quarter of fiscal 2000
when the restructuring is completed.

5. ACQUISITION

    On February 15, 2000, iTurf acquired theSpark.com, Inc. The aggregate
consideration paid consisted of 1,099,988 newly issued shares of iTurf Class A
common stock and the right to receive up to $13.5 million in additional stock
(up to 2,683,634 additional shares) and cash (for any remaining amount earned)
if certain performance goals related to the theSpark.com web site are met. The
transaction was accounted for under the purchase method of accounting.
Consistent with our fiscal 1999 treatment of the issuance of iTurf stock for an
acquisition, we recorded $2.8 million (net of related taxes) as additional
paid-in capital instead of recognizing a gain in connection with this
transaction.

6. COMMITMENTS AND CONTINGENCIES

    In the first quarter of fiscal 2000, iTurf entered into a lease agreement
for additional office space in the office building currently occupied in
downtown Manhattan. The lease term does not commence until the landlord delivers
possession of the additional office space which we expect to occur in
September 2000. During the ten year term of the lease, annual rent is expected
to approximate $800,000 subject to certain adjustments.

    In 1999, two separate purported securities class action lawsuits were filed
against us and certain of our officers and directors and one former officer of a
subsidiary. The original complaints were filed in Federal District Court for the
Southern District of New York by Allain Roy on June 1, 1999 and by Lorraine
Padgett on June 3, 1999. The suits were consolidated into a single class action
and an amended and consolidated complaint was filed on March 22, 2000. The
complaint in this lawsuit purports to be a class action on behalf of the
purchasers of our securities during the period January 20, 1998 through
September 10, 1998. The complaint generally alleges that the defendants violated
Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder
by making material misstatements and by failing to disclose certain allegedly
material information regarding trends in our business. The complaint also
alleges that the individual defendants are liable for those violations under
Section 20(a) of the Securities Exchange Act. The complaint seeks unspecified
damages, attorneys' and experts' fees and costs, and such other relief as the
court deems proper. On April 14, 2000, dELiA*s Inc. and the other named
defendants filed a motion to dismiss the lawsuit. On May 12, 2000, counsel for
the plaintiffs filed a memo in response to our motion and on May 26, 2000, we
filed a reply to that response. We do not believe that the ultimate resolution
of these lawsuits will have a material adverse effect on our financial
condition, results of operations or cash flow.

7. LONG-TERM DEBT AND CREDIT FACILITIES

    In August 1999, in connection with the purchase of our distribution facility
in Hanover, Pennsylvania, we borrowed $5.3 million from Allfirst Bank in the
form of a mortgage loan on the property. We are subject to certain covenants
under the loan agreement, including a covenant to maintain a fixed charge
coverage ratio. On August 10, 1999 we entered into an interest-rate swap

                                      F-52
<PAGE>
                         DELIA*S INC. AND SUBSIDIARIES

   NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

7. LONG-TERM DEBT AND CREDIT FACILITIES (CONTINUED)
agreement with Allfirst Bank under which we effectively converted the
LIBOR-based variable interest rate mortgage to a fixed rate loan with an
interest rate of approximately 8.78%.On April 26, 2000, we received a waiver
through the first quarter of fiscal 2001 of the fixed charge coverage ratio
covenant under our Allfirst mortgage loan relating to our warehouse in Hanover,
PA.

    On April 28, 2000, we entered into the Amended and Restated Credit Agreement
with Congress Financial Corporation. The Agreement amends and restates the terms
of our credit facility with First Union National Bank, the parent company of
Congress. The Congress credit facility consists of a revolving line of credit
permitting us to borrow up to $25 million and provides for the issuance of
documentary and standby letters of credit up to $10 million. Our obligations
under the Congress credit agreement are secured by a lien on substantially all
of our assets, except specified real property, the Class B common stock of iTurf
that we own and the assets of iTurf and its subsidiaries. (See below for
restrictions on distribution of iTurf shares.) As with the First Union facility,
the availability of the revolving line of credit is limited to specified
percentages of the value of our eligible inventory determined under the credit
agreement, which percentages are subject to certain restrictions and reserves in
certain circumstances. However, the Congress credit facility provides us with a
higher initial borrowing base than that provided by the First Union facility. At
our option, borrowings under this facility bear interest at First Union National
Bank's prime rate plus 25 basis points or at LIBOR plus 225 basis points. The
credit agreement contains covenants and default provisions customary for credit
facilities of this nature, including limitations on our payment of dividends and
sales of assets. A fee of 0.375% per year is assessed monthly on the unused
portion of the line of credit. The Congress credit agreement contains controls
on our cash management and certain limits on our ability to distribute assets.
In particular, we will be prohibited from distributing any iTurf shares to our
shareholders prior to November 1, 2000, and may be similarly restricted
thereafter if we have not met, among other things, minimum borrowing capacity
availability requirements. As of April 29, 2000, there was $3 million in
principal amount outstanding and $1.7 million in outstanding letters of credit
and an additional $9.4 million available under the loan.

8. SUBSEQUENT EVENTS

    On May 26, 2000, our board of directors, at the recommendation of the
compensation committee, approved the exchange of all of the outstanding options
held by certain key employees and non-employee directors for approximately
1.7 million shares of restricted stock for each option share. We replaced
options with restricted stock in an effort to retain key employees at a time
when the stock options had exercise prices that were above the current market
price for our stock. Certain vesting schedules of the restricted stock were
extended as compared to the option vesting schedule in order to encourage
retention of the selected employees and directors.

    On May 25, 2000, the compensation committee of iTurf's board of directors
approved the exchange of outstanding options held by key employees and
non-employee directors for restricted stock. iTurf replaced options with
restricted stock in an effort to retain these key employees at a time when the
stock options had exercise prices that were above the current market price for
iTurf's stock. Certain vesting schedules of the restricted stock were extended
as compared to the option vesting schedule in order to encourage retention of
the selected employees and directors.

    In connection with the issuance of restricted stock, we expect to record the
total compensation charge of approximately $7.2 million, including $3.1 million
related to iTurf, over the appropriate vesting periods with 65%, 18%, 11%, 5%
and 1% being recognized in fiscal 2000, 2001, 2002, 2003 and 2004, respectively.

                                      F-53
<PAGE>
                                                                         ANNEX A

                          AGREEMENT AND PLAN OF MERGER
                                     AMONG
                                  ITURF INC.,
                             ITURF BREAKFAST CORP.
                                      AND
                                  DELIA*S INC.

                          DATED AS OF AUGUST 16, 2000
<PAGE>
                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                PAGE
                                                              --------
<S>                                                           <C>
ARTICLE I
    THE MERGER..............................................     A-1
    Section 1.01.  THE MERGER...............................     A-1
    Section 1.02.  EFFECTIVE TIME; CLOSING..................     A-1
    Section 1.03.  EFFECT OF THE MERGER.....................     A-2
    Section 1.04.  CERTIFICATE OF INCORPORATION; BY-LAWS....     A-2
    Section 1.05.  DIRECTORS AND OFFICERS...................     A-2
    Section 1.06.  EFFECT ON SHARES.........................     A-2
    Section 1.07.  SURRENDER OF SHARES; EXCHANGE AGENT......     A-3
    Section 1.08.  STOCK TRANSFER BOOKS.....................     A-4
    Section 1.09.  NO FURTHER OWNERSHIP RIGHTS..............     A-4
    Section 1.10.  LOST, STOLEN OR DESTROYED CERTIFICATES...     A-4
    Section 1.11.  RESTRICTED STOCK.........................     A-4

ARTICLE II
    REPRESENTATIONS AND WARRANTIES OF DELIA*S...............     A-5
    Section 2.01.  ORGANIZATION AND QUALIFICATION;
             SUBSIDIARIES...................................     A-5
    Section 2.02.  CERTIFICATE OF INCORPORATION AND
             BY-LAWS........................................     A-5
    Section 2.03.  CAPITALIZATION...........................     A-5
    Section 2.04.  AUTHORITY RELATIVE TO THIS AGREEMENT.....     A-6
    Section 2.05.  NO CONFLICT; REQUIRED FILINGS AND
             CONSENTS.......................................     A-6
    Section 2.06.  SEC FILINGS; FINANCIAL STATEMENTS........     A-7
    Section 2.07.  ABSENCE OF CERTAIN CHANGES OR EVENTS.....     A-7
    Section 2.08.  FAIRNESS OPINION.........................     A-7
    Section 2.09.  BROKERS..................................     A-7
    Section 2.10.  NO ACCELERATION OF OPTIONS OR DELIA*S
             RESTRICTED STOCK; CHANGE OF CONTROL............     A-8

ARTICLE III
    REPRESENTATIONS AND WARRANTIES OF ITURF.................     A-8
    Section 3.01.  ORGANIZATION AND QUALIFICATION;
             SUBSIDIARIES...................................     A-8
    Section 3.02.  CERTIFICATE OF INCORPORATION AND
             BY-LAWS........................................     A-8
    Section 3.03.  CAPITALIZATION...........................     A-8
    Section 3.04.  AUTHORITY RELATIVE TO THIS AGREEMENT.....     A-9
    Section 3.05.  NO CONFLICT; REQUIRED FILINGS AND
             CONSENTS.......................................    A-10
    Section 3.06.  SEC FILINGS; FINANCIAL STATEMENTS........    A-10
    Section 3.07.  ABSENCE OF CERTAIN CHANGES OR EVENTS.....    A-11
    Section 3.08.  FAIRNESS OPINION AND APPROVAL BY THE
             SPECIAL COMMITTEE..............................    A-11
    Section 3.09.  BROKERS..................................    A-11
    Section 3.10.  NO ACCELERATION OF OPTIONS OR ITURF
             RESTRICTED STOCK; CHANGE OF CONTROL............    A-11

ARTICLE IV
    COVENANTS...............................................    A-11
    Section 4.01.  STOCKHOLDERS MEETINGS; VOTING OF
             SHARES.........................................    A-11
    Section 4.02.  JOINT PROXY STATEMENT/PROSPECTUS AND
             REGISTRATION STATEMENT ON FORM S-4.............    A-12
    Section 4.03.  NO SOLICITATION..........................    A-13
    Section 4.04.  DIRECTORS' AND OFFICERS' INDEMNIFICATION
             AND INSURANCE..................................    A-14
    Section 4.05.  STOCK OPTIONS............................    A-14
</TABLE>

                                      A-i
<PAGE>

<TABLE>
<CAPTION>
                                                                PAGE
                                                              --------
<S>                                                           <C>
    Section 4.06.  EMPLOYEE BENEFITS........................    A-16
    Section 4.07.  PUBLIC ANNOUNCEMENTS.....................    A-16
    Section 4.08.  NOTIFICATION OF CERTAIN MATTERS..........    A-16
    Section 4.09.  FURTHER ACTION; REASONABLE BEST
             EFFORTS........................................    A-16
    Section 4.10.  DELISTING; DEREGISTRATION................    A-16
    Section 4.11.  ELECTION OF DIRECTORS OF ITURF...........    A-16
    Section 4.12.  NO ACCELERATION OF ITURF OPTIONS OR ITURF
             RESTRICTED STOCK...............................    A-16
    Section 4.13.  VOTING OF DELIA*S COMMON STOCK...........    A-16
    Section 4.14.  ISSUANCE OF OPTIONS OR RESTRICTED
             STOCK..........................................    A-17

ARTICLE V
    CONDITIONS TO THE MERGER................................    A-17
    Section 5.01.  CONDITIONS TO EACH PARTY'S OBLIGATION TO
             EFFECT THE MERGER..............................    A-17
    Section 5.02.  CONDITIONS TO THE OBLIGATION OF DELIA*S
             TO EFFECT THE MERGER...........................    A-17
    Section 5.03.  CONDITIONS TO THE OBLIGATION OF ITURF AND
             MERGER SUB TO EFFECT THE MERGER................    A-18

ARTICLE VI
    TERMINATION, AMENDMENT AND WAIVER.......................    A-18
    Section 6.01.  TERMINATION..............................    A-18
    Section 6.02.  EFFECT OF TERMINATION....................    A-19
    Section 6.03.  AMENDMENT................................    A-19
    Section 6.04.  WAIVER...................................    A-19

ARTICLE VII
    GENERAL PROVISIONS......................................    A-19
    Section 7.01.  NON-SURVIVAL OF REPRESENTATIONS AND
             WARRANTIES.....................................    A-19
    Section 7.02.  NOTICES..................................    A-19
    Section 7.03.  CERTAIN DEFINITIONS......................    A-20
    Section 7.04.  SEVERABILITY.............................    A-21
    Section 7.05.  ENTIRE AGREEMENT; ASSIGNMENT.............    A-21
    Section 7.06.  PARTIES IN INTEREST......................    A-21
    Section 7.07.  FEES AND EXPENSES........................    A-21
    Section 7.08.  GOVERNING LAW............................    A-21
    Section 7.09.  HEADINGS.................................    A-21
    Section 7.10.  COUNTERPARTS.............................    A-21
    Section 7.11.  SPECIFIC PERFORMANCE.....................    A-21
</TABLE>

                                      A-ii
<PAGE>
    AGREEMENT AND PLAN OF MERGER, dated as of August 16, 2000 (this
"Agreement"), among iTurf Inc., a Delaware corporation ("iTurf"), iTurf
Breakfast Corp., a Delaware corporation and a wholly-owned subsidiary of iTurf
("Merger Sub"), and dELiA*s Inc., a Delaware corporation ("dELiA*s").

    WHEREAS, the Board of Directors of dELiA*s (i) has determined that it is
advisable and in the best interests of its stockholders (other than Stephen I.
Kahn and his family members) for dELiA*s to enter into this Agreement and to
consummate a merger of Merger Sub with and into dELiA*s (the "Merger") upon the
terms and subject to the conditions set forth in this Agreement and (ii) has
approved this Agreement, the Merger and the other transactions contemplated
hereby;

    WHEREAS, the Board of Directors of iTurf, acting upon the unanimous
recommendation of a special committee of such Board comprised entirely of
independent directors (the "Special Committee"), (i) has determined that it is
advisable and in the best interests of the holders of iTurf's Class A Common
Stock, par value $.01 per share (the "Class A Common Stock") (other than
dELiA*s, Stephen I. Kahn or any affiliate thereof), for iTurf to enter into this
Agreement and to consummate the Merger upon the terms and subject to the
conditions set forth in this Agreement and (ii) has approved this Agreement, the
Merger and the other transactions contemplated hereby;

    WHEREAS, the Board of Directors of Merger Sub (i) has determined that it is
advisable and in the best interests of its sole stockholder for Merger Sub to
enter into this Agreement and to consummate the Merger upon the terms and
subject to the conditions set forth in this Agreement and (ii) has approved this
Agreement, the Merger and the other transactions contemplated hereby.

    NOW, THEREFORE, in consideration of the representations, warranties and
agreements herein contained, the parties hereto agree as follows:

                                   ARTICLE I
                                   THE MERGER

    Section 1.01.  THE MERGER.  Upon the terms and subject to the conditions set
forth in this Agreement, and in accordance with the Delaware General Corporation
Law ("Delaware Law"), at the Effective Time (as defined below) Merger Sub shall
be merged with and into dELiA*s. As a result of the Merger, the separate
corporate existence of Merger Sub shall cease and dELiA*s shall continue as the
surviving corporation of the Merger (the "Surviving Corporation").

    Section 1.02.  EFFECTIVE TIME; CLOSING.  As promptly as practicable after
the satisfaction or, if applicable, waiver of the conditions set forth in
Article V, the parties hereto shall cause the Merger to be consummated by filing
with the Secretary of State of the State of Delaware a certificate of merger
(the "Certificate of Merger"), in such form as required by, and executed in
accordance with the relevant provisions of, Delaware Law, and shall make all
other filings or recordings required under Delaware Law. The Merger shall become
effective at the time of filing of the Certificate of Merger with the Secretary
of State of the State of Delaware or at such later time as mutually agreed upon
by the parties to this Agreement and specified as the effective time in the
Certificate of Merger (the time the Merger becomes effective being the
"Effective Time"). Simultaneously with such filing, a closing shall be held at
the offices of Proskauer Rose LLP, 1585 Broadway, New York, New York 10036-8299,
or such other place as the parties shall agree, for the purpose of confirming
the satisfaction or waiver, as the case may be, of the conditions set forth in
Article V.

    Section 1.03.  EFFECT OF THE MERGER.  At the Effective Time, the effect of
the Merger shall be as provided in this Agreement, the Certificate of Merger and
the applicable provisions of Delaware Law. Without limiting the generality of
the foregoing, and subject thereto, at the Effective Time all the property,
rights, privileges, powers and franchises of dELiA*s and Merger Sub shall vest
in the Surviving Corporation, and all debts, liabilities, obligations,
restrictions, disabilities and duties of

                                      A-1
<PAGE>
dELiA*s and Merger Sub shall become the debts, liabilities, obligations,
restrictions, disabilities and duties of the Surviving Corporation.

    Section 1.04.  CERTIFICATE OF INCORPORATION; BY-LAWS.  (a) The Certificate
of Incorporation of Merger Sub, as in effect immediately prior to the Effective
Time, in the form of EXHIBIT A attached hereto, shall be the Certificate of
Incorporation of the Surviving Corporation following the Effective Time until
thereafter amended as provided by Delaware Law and such Certificate of
Incorporation; PROVIDED, HOWEVER, that Article I of the Certificate of
Incorporation of the Surviving Corporation shall be amended to read as follows:
"FIRST: The name of the corporation is dELiA*s Inc."

    (b) The By-Laws of Merger Sub, as in effect immediately prior to the
Effective Time, in the form of EXHIBIT B attached hereto, shall be the By-Laws
of the Surviving Corporation following the Effective Time until thereafter
amended as provided by Delaware Law, the Certificate of Incorporation of the
Surviving Corporation and such By-Laws.

    Section 1.05.  DIRECTORS AND OFFICERS.  (a) The directors of Merger Sub
immediately prior to the Effective Time shall be the initial directors of the
Surviving Corporation, each to hold office from the Effective Time in accordance
with the Certificate of Incorporation and By-Laws of the Surviving Corporation
until their respective successors are duly elected or appointed and qualified.

    (b) The officers of Merger Sub immediately prior to the Effective Time shall
be the initial officers of the Surviving Corporation, each to hold office from
the Effective Time in accordance with the Certificate of Incorporation and
By-Laws of the Surviving Corporation until their respective successors are duly
elected or appointed and qualified.

    Section 1.06.  EFFECT ON SHARES.  At the Effective Time, by virtue of the
Merger and without any action on the part of iTurf, Merger Sub, dELiA*s or the
holders of any of the following securities:

        (a)  CANCELLATION; RETIREMENT.  Each share of common stock, par value
    $.01 per share ("dELiA*s Common Stock"), of dELiA*s held in the treasury of
    dELiA*s immediately prior to the Effective Time shall be canceled and
    retired without payment of any consideration therefor and cease to exist.

        (b)  CONVERSION OF SHARES.  Subject to Sections 1.06(a), (e) and (f),
    each share of dELiA*s Common Stock (including each share held by iTurf or
    any of its subsidiaries) issued and outstanding immediately prior to the
    Effective Time shall be converted automatically into the right to receive
    1.715 (the "Exchange Ratio") fully paid and non-assessable shares of
    Class A Common Stock (together with any cash paid pursuant to
    Section 1.06(f) in lieu of fractional shares of Class A Common Stock, the
    "Merger Consideration");

        (c)  STOCK OPTIONS.  All options to purchase shares of dELiA*s Common
    Stock granted under any stock option plan of dELiA*s ("dELiA*s Option
    Plans") or pursuant to any other arrangement to provide options, warrants or
    other rights to purchase such shares to directors, officers or employees of
    dELiA*s or other persons (in any such case, an "Option") outstanding
    immediately prior to the Effective Time shall be subject to the provisions
    of Section 4.05;

        (d)  CAPITAL STOCK OF MERGER SUB.  Each share of common stock, par value
    $.01 per share, of Merger Sub issued and outstanding immediately prior to
    the Effective Time shall be converted automatically into one fully paid and
    non-assessable share of common stock, par value $.01 per share, of the
    Surviving Corporation. Each stock certificate of Merger Sub evidencing
    ownership of any such shares shall continue to evidence ownership of such
    shares of capital stock of the Surviving Corporation;

        (e)  ADJUSTMENTS TO EXCHANGE RATIO.  The Exchange Ratio shall be
    adjusted to reflect fully the effect of any stock split, reverse split,
    stock dividend (including any dividend or distribution of securities
    convertible into shares of dELiA*s Common Stock or Class A Common Stock),
    reorganization, recapitalization or other like change with respect to shares
    of dELiA*s Common

                                      A-2
<PAGE>
    Stock or Class A Common Stock, the record date for which shall occur after
    the date hereof and prior to the Effective Time;

        (f)  FRACTIONAL SHARES.  No fraction of a share of Class A Common Stock
    will be issued, but in lieu thereof each holder of dELiA*s Common Stock who
    would otherwise be entitled to a fraction of a share of Class A Common Stock
    (after aggregating all fractional shares of Class A Common Stock to be
    received by such holder) shall receive from iTurf an amount of cash (rounded
    to the nearest whole cent), without interest, equal to the product of
    (i) such fraction, multiplied by (ii) the closing price of the Class A
    Common Stock on the trading day on which the Effective Time occurs (provided
    that if the Effective Time does not occur on a trading day, then the closing
    price of the Class A Common Stock on the next succeeding day that is a
    trading day), as quoted in THE WALL STREET JOURNAL or other reliable
    financial newspaper or publication, or, if the Class A Common Stock is not
    so quoted on such day, then the fair market value of the Class A Common
    Stock on such day as determined in good faith by the Board of Directors of
    iTurf (with the approval of the Special Committee). For the purposes of the
    preceding sentence, a "trading day" means a day on which trading generally
    takes place on The Nasdaq Stock Market and on which trading in Class A
    Common Stock has occurred.

    Section 1.07.  SURRENDER OF SHARES; EXCHANGE AGENT.  (a) Prior to the
Effective Time, iTurf shall deposit, or shall cause to be deposited, to or for
the account of a bank or trust company designated by iTurf (the "Exchange
Agent"), which designation shall require the consent of dELiA*s, in trust for
the benefit of the holders of dELiA*s Common Stock, for exchange in accordance
with this Section 1.07, through the Exchange Agent, certificates evidencing the
Class A Common Stock and, in lieu of any fractional shares thereof, cash
issuable pursuant to Section 1.06 in exchange for the outstanding shares of
dELiA*s Common Stock.

    (b)  EXCHANGE PROCEDURES.  As soon as reasonably practicable after the
Effective Time, iTurf will instruct the Exchange Agent to mail to each holder of
record of a certificate or certificates which immediately prior to the Effective
Time evidenced outstanding shares of dELiA*s Common Stock (the "Certificates")
(i) a letter of transmittal (which shall specify that delivery shall be
effected, and risk of loss and title to the Certificates shall pass, only upon
proper delivery of the Certificates to the Exchange Agent and shall be in such
form and have such other provisions as iTurf may reasonably specify) and
(ii) instructions to effect the surrender of the Certificates in exchange for
the certificates evidencing shares of Class A Common Stock and cash in lieu of
any fractional shares thereof. Upon surrender of a Certificate for cancellation
to the Exchange Agent together with such letter of transmittal, duly completed
and executed, and such other customary documents as may be required pursuant to
such instructions, the holder of such Certificate shall be entitled to receive
in exchange therefor the Merger Consideration, and the Certificate so
surrendered shall forthwith be canceled. In the event of a transfer of ownership
of shares of dELiA*s Common Stock which is not registered in the transfer
records of dELiA*s as of the Effective Time, the Merger Consideration may be
issued and paid in accordance with this Article I to a transferee if the
Certificate evidencing such shares is presented to the Exchange Agent,
accompanied by all documents required to evidence and effect such transfer
pursuant to this Section 1.07(b) and by evidence that any applicable stock
transfer taxes have been paid. Until so surrendered, each outstanding
Certificate that, prior to the Effective Time, represented shares of dELiA*s
Common Stock will be deemed from and after the Effective Time, for all corporate
purposes, other than the payment of dividends, to evidence the right to receive
the number of full shares of Class A Common Stock into which such shares of
dELiA*s Common Stock shall have been converted and the right to receive an
amount in cash in lieu of the issuance of any fractional shares in accordance
with Section 1.06(f).

    (c)  DISTRIBUTIONS WITH RESPECT TO UNEXCHANGED SHARES.  No dividends or
other distributions declared or made after the Effective Time with respect to
the Class A Common Stock with a record date after the Effective Time shall be
paid to the holder of any unsurrendered Certificate until the

                                      A-3
<PAGE>
holder of such Certificate shall surrender such Certificate. Subject to
applicable law, following surrender of any such Certificate, there shall be paid
to the record holder of the certificates representing whole shares of Class A
Common Stock issued in exchange therefor, without interest, at the time of such
surrender, the amount of dividends or other distributions with a record date
after the Effective Time theretofore paid with respect to such whole shares of
Class A Common Stock.

    (d)  TRANSFERS OF OWNERSHIP.  If any certificate for shares of Class A
Common Stock is to be issued in a name other than that in which the Certificate
surrendered in exchange therefor is registered, it will be a condition of the
issuance thereof that the Certificate so surrendered will be properly endorsed
and otherwise in proper form for transfer and that the person requesting such
exchange will have paid to iTurf or any person designated by it any transfer or
other taxes required by reason of the issuance of a certificate for shares of
Class A Common Stock in any name other than that of the registered holder of the
Certificate surrendered, or established to the satisfaction of iTurf or any
agent designated by it that such tax has been paid or is not payable.

    (e)  NO LIABILITY.  None of iTurf, Merger Sub or dELiA*s shall be liable to
any holder of dELiA*s Common Stock for any Merger Consideration (or dividends or
distributions with respect thereto) delivered to a public official pursuant to
any applicable abandoned property, escheat or similar law.

    (f)  WITHHOLDING RIGHTS.  iTurf, Merger Sub, the Surviving Corporation and
the Exchange Agent shall be entitled to deduct and withhold from the Merger
Consideration otherwise payable pursuant to this Agreement to any holder of
dELiA*s Common Stock such amounts as iTurf, Merger Sub, the Surviving
Corporation or the Exchange Agent is required to deduct and withhold with
respect to the making of such payment under the Internal Revenue Code of 1986,
as amended (the "Code"), or any provision of state, local, provincial or foreign
tax law. To the extent that amounts are so withheld, such withheld amounts shall
be treated for all purposes of this Agreement as having been paid to the holder
of the dELiA*s Common Stock in respect of which such deduction and withholding
was made.

    Section 1.08.  STOCK TRANSFER BOOKS.  At the Effective Time, the stock
transfer books of dELiA*s shall be closed, and there shall be no further
registration of transfers of shares of dELiA*s Common Stock thereafter on the
records of dELiA*s. If, after the Effective Time, Certificates are presented to
the Surviving Corporation for any reason, they shall be canceled and exchanged
as provided in this Article I.

    Section 1.09.  NO FURTHER OWNERSHIP RIGHTS.  The Merger Consideration
delivered upon the surrender for exchange of shares of dELiA*s Common Stock in
accordance with the terms hereof shall be deemed to have been issued in full
satisfaction of all rights pertaining to such shares.

    Section 1.10.  LOST, STOLEN OR DESTROYED CERTIFICATES.  If any Certificate
shall have been lost, stolen or destroyed, the Exchange Agent shall issue in
exchange for such lost, stolen or destroyed Certificate, upon the making of an
affidavit of that fact by the holder thereof, such Merger Consideration as may
be required pursuant to Section 1.07; PROVIDED, HOWEVER, that iTurf may, in its
discretion and as a condition precedent to the issuance and delivery thereof,
require the owner of such lost, stolen or destroyed Certificate to deliver a
bond in such sum as it may reasonably direct as indemnity against any claim that
may be made against iTurf or the Exchange Agent with respect to the Certificate
alleged to have been lost, stolen or destroyed.

    Section 1.11.  RESTRICTED STOCK.  If any shares of dELiA*s Common Stock that
are outstanding immediately prior to the Effective Time are unvested or are
subject to a repurchase option, risk of forfeiture or other condition providing
that such shares ("dELiA*s Restricted Stock") may be forfeited or repurchased by
dELiA*s upon any termination of the stockholder's employment, directorship or
other relationship with dELiA*s (and/or any affiliate of dELiA*s) under the
terms of any restricted stock agreement or other agreement with dELiA*s, then
the shares of Class A Common Stock issued upon the conversion of such shares of
dELiA*s Restricted Stock in the Merger will continue to be

                                      A-4
<PAGE>
unvested and subject to the same repurchase options, risks of forfeiture or
other conditions following the Effective Time, and the certificates representing
such shares of Class A Common Stock may accordingly be marked with appropriate
legends noting such repurchase options, risks of forfeiture or other conditions.
dELiA*s shall take all actions that may be necessary to ensure that, from and
after the Effective Time, iTurf is entitled to exercise any such repurchase
option or other right set forth in any such restricted stock agreement or other
agreement. A listing of the holders of dELiA*s Restricted Stock, together with
the number of shares and the vesting schedule of dELiA*s Restricted Stock held
by each, is set forth in Section 1.11 of the dELiA*s Disclosure Schedule (as
defined below).

                                   ARTICLE II
                   REPRESENTATIONS AND WARRANTIES OF DELIA*S

    Except as otherwise disclosed in the dELiA*s SEC Reports (as defined below)
or as set forth in the disclosure schedule delivered to iTurf on the date hereof
(the "dELiA*s Disclosure Schedule"), which exceptions shall not apply to the
representations and warranties contained in Section 2.10, dELiA*s hereby
represents and warrants to iTurf and Merger Sub that:

    Section 2.01.  ORGANIZATION AND QUALIFICATION; SUBSIDIARIES.  Each of
dELiA*s and its subsidiaries is a corporation duly organized, validly existing
and in good standing under the laws of the jurisdiction of its incorporation and
has the requisite corporate power and authority and is in possession of all
franchises, grants, authorizations, licenses, permits, easements, consents,
certificates, approvals and orders ("Approvals") necessary to own, lease and
operate the properties it purports to own, lease or operate and to carry on its
business as it is now being conducted, except where the failure to be so
organized, existing and in good standing or to have such power, authority and
Approvals would not have a Material Adverse Effect (as defined below). Each of
dELiA*s and its subsidiaries is duly qualified or licensed as a foreign
corporation to do business, and is in good standing, in each jurisdiction where
the character of its properties owned, leased or operated by it or the nature of
its activities makes such qualification or licensing necessary, except for such
failures to be so duly qualified or licensed and in good standing that would not
have a Material Adverse Effect. dELiA*s does not directly or indirectly own any
equity or similar interest in, or any interest convertible into or exchangeable
or exercisable for any equity or similar interest in, any corporation,
partnership, joint venture or other business association or entity. "Material
Adverse Effect" shall mean, with respect to any party hereto, any change, event
or effect that, when taken together with all other adverse changes, events or
effects, is or is reasonably likely to be materially adverse to the business,
properties, financial condition, assets or liabilities of such party and its
subsidiaries (if applicable), taken as a whole, or to the ability of such party
to perform its obligations under this Agreement; PROVIDED, HOWEVER, that
changes, events or effects that are applicable to or arise out of (i) any
changes in economic, regulatory or political conditions generally, (ii) this
Agreement or the transactions contemplated hereby, (iii) the industry of such
party generally or (iv) the effect of the public announcement of the
transactions contemplated hereby, shall be excluded from the definition of
Material Adverse Effect and from any determination as to whether a Material
Adverse Effect has occurred or may occur.

    Section 2.02.  CERTIFICATE OF INCORPORATION AND BY-LAWS.  dELiA*s has
heretofore furnished to iTurf a complete and correct copy of its Certificate of
Incorporation and By-Laws, each as amended to date. Such Certificate of
Incorporation and By-Laws are in full force and effect. dELiA*s is not in
violation of any of the provisions of its Certificate of Incorporation or
By-Laws. None of dELiA*s subsidiaries is in violation of any of the provisions
of its Certificate of Incorporation or By-Laws or equivalent organizational
documents.

    Section 2.03.  CAPITALIZATION.  The authorized capital stock of dELiA*s
consists of (i) 50,000,000 shares of dELiA*s Common Stock, of which 16,786,786
shares are issued and outstanding as of the date hereof, and (ii) 1,000,000
shares of preferred stock, par value $.01 per share, of which no shares are
issued or outstanding as of the date hereof. All of the issued and outstanding
shares of capital

                                      A-5
<PAGE>
stock of dELiA*s are duly authorized, validly issued, fully paid and
non-assessable and free of preemptive rights. Except for outstanding Options to
purchase an aggregate of no more than 1,937,374 shares of dELiA*s Common Stock,
there are no outstanding options, warrants or other rights of any kind to
acquire (including preemptive rights) any additional shares of capital stock of
dELiA*s or securities convertible into or exchangeable for, or which otherwise
confer on the holder thereof any right to acquire, any such additional shares,
nor is dELiA*s committed to issue any such option, warrant, right or security.
All outstanding Options have been issued pursuant to the dELiA*s Inc. 1996 Stock
Incentive Plan or the dELiA*s Inc. 1998 Stock Incentive Plan, except for 250,000
Options issued to Gary Sugarman pursuant to an agreement with dELiA*s dated
July 10, 1998 (the "Sugarman Options"). There are no outstanding obligations of
dELiA*s to repurchase, redeem or otherwise acquire any shares of its capital
stock. All of the issued and outstanding shares of capital stock of each of
dELiA*s subsidiaries are duly authorized, validly issued, fully paid and
non-assessable and free of preemptive rights. There are no outstanding options,
warrants or other rights of any kind to acquire (including preemptive rights)
any additional equity interests of any subsidiary of dELiA*s or securities
convertible into or exchangeable for, or which otherwise confer on the holder
thereof any right to acquire, any additional equity interests of any such
subsidiary, nor is any such subsidiary committed to issue any such option,
warrant, right or security.

    Section 2.04.  AUTHORITY RELATIVE TO THIS AGREEMENT.  (a) dELiA*s has all
necessary corporate power and authority to execute and deliver this Agreement
and to perform its obligations hereunder and to consummate the transactions
contemplated hereby. The execution and delivery of this Agreement by dELiA*s and
the consummation by dELiA*s of the transactions contemplated hereby have been
duly and validly authorized by all necessary corporate action, and no other
corporate proceedings on the part of dELiA*s are necessary to authorize this
Agreement or to consummate the transactions so contemplated (other than the
approval of this Agreement and the Merger by the holders of at least 66 2/3% of
the outstanding shares of dELiA*s Common Stock entitled to vote in accordance
with Delaware Law and dELiA*s Certificate of Incorporation). This Agreement has
been duly and validly executed and delivered by dELiA*s and, assuming the due
authorization, execution and delivery of this Agreement by iTurf and Merger Sub,
constitutes the legal, valid and binding obligation of dELiA*s enforceable
against dELiA*s in accordance with its terms, except as enforceability may be
limited by applicable bankruptcy, insolvency, reorganization or similar laws
affecting creditors' rights generally or by general equitable principles.

    (b) The Board of Directors of dELiA*s (i) has declared that this Agreement,
the Merger and the other transactions contemplated hereby are advisable and in
the best interests of the stockholders of dELiA*s (other than Stephen I. Kahn
and his family members) and (ii) has authorized, approved and adopted this
Agreement, the Merger and the other transactions contemplated hereby.

    Section 2.05.  NO CONFLICT; REQUIRED FILINGS AND CONSENTS.  (a) The
execution and delivery of this Agreement by dELiA*s do not, and the performance
of this Agreement by dELiA*s and the consummation of the Merger will not,
(i) conflict with or violate dELiA*s Certificate of Incorporation or By-Laws or
the equivalent organizational documents of any of its subsidiaries,
(ii) conflict with or violate any law, rule, regulation, order, judgment or
decree (each, a "Law") applicable to dELiA*s or any of its subsidiaries or by
which any property or asset of dELiA*s or any of its subsidiaries is bound, or
(iii) result in any breach of or constitute a default (or an event which with
notice or lapse of time or both would become a default) under, or give to others
any right of termination, amendment, acceleration or cancellation of, or result
in the creation of a lien or other encumbrance on any property or asset of
dELiA*s or any of its subsidiaries pursuant to, any note, bond, mortgage,
indenture, contract, agreement, lease, license, permit, franchise or other
instrument or obligation to which dELiA*s or any of its subsidiaries is a party
or by which dELiA*s or any of its subsidiaries or any property or asset of any
of them is bound, except in the case of clauses (ii) and (iii) for any such
conflicts, violations, breaches, defaults or other occurrences which would not,
individually or in the

                                      A-6
<PAGE>
aggregate, have a Material Adverse Effect or prevent or materially delay the
consummation of the Merger.

    (b) The execution and delivery of this Agreement by dELiA*s do not, and the
performance of this Agreement by dELiA*s and the consummation of the Merger will
not, require any consent, approval, authorization or permit of, or filing with
or notification to, any governmental or regulatory authority, domestic or
foreign ("Government Entities"), except (i) for the applicable requirements of
the Securities Act of 1933, as amended (the "Securities Act"), the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), state securities laws
("Blue Sky Laws") and the filing of the Certificate of Merger as required by
Delaware Law, (ii) for notifications required to be delivered to the Federal
Trade Commission pursuant to the Agreement Containing Consent Order between the
Federal Trade Commission and dELiA*s, issued June 2, 1999, and (iii) where the
failure to obtain such consents, approvals, authorizations or permits, or to
make such filings or notifications, would not, individually or in the aggregate,
have a Material Adverse Effect or prevent or materially delay the performance by
dELiA*s of its obligations under this Agreement or the consummation of the
Merger.

    Section 2.06.  SEC FILINGS; FINANCIAL STATEMENTS.  (a) dELiA*s has filed all
forms, reports and documents required to be filed by it with the Securities and
Exchange Commission (the "SEC") under the Securities Act and the Exchange Act
since May 1, 1999 (collectively, the "dELiA*s SEC Reports"). The dELiA*s SEC
Reports (i) were prepared in accordance with the requirements of the Securities
Act or the Exchange Act, as the case may be, and (ii) did not at the time they
were filed (or if amended or superseded by a filing prior to the date of this
Agreement, then on the date of such filing) 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 the light of the
circumstances under which they were made, not misleading. None of dELiA*s
subsidiaries is required to file any forms, reports or other documents with the
SEC.

    (b) Each of the consolidated financial statements (including, in each case,
any related notes thereto) contained in the dELiA*s SEC Reports (i) complies in
all material respects with the applicable accounting requirements and with the
published rules and regulations of the SEC, (ii) was prepared in accordance with
United States Generally Accepted Accounting Principles ("GAAP") applied on a
consistent basis throughout the periods involved (except as may be indicated
therein or in the notes thereto) and (iii) fairly presents in all material
respects the consolidated financial position of dELiA*s and its subsidiaries as
at the respective dates thereof and the consolidated results of their operations
and cash flows for the periods indicated, except that the unaudited interim
financial statements were or are subject to normal and recurring year-end
adjustments and such statements do not contain the required notes thereto.

    Section 2.07.  ABSENCE OF CERTAIN CHANGES OR EVENTS.  Since April 29, 2000:
(a) dELiA*s and its subsidiaries have not suffered any Material Adverse Effect;
and (b) dELiA*s and its subsidiaries have conducted their businesses in all
material respects only in the ordinary course consistent with past practice,
except in connection with the negotiation and execution and delivery of this
Agreement.

    Section 2.08.  FAIRNESS OPINION.  The Board of Directors of dELiA*s has been
advised by Salomon Smith Barney that, in its opinion, as of the date hereof, the
consideration to be received, pursuant to this Agreement, by the holders of
dELiA*s Common Stock (other than Stephen I. Kahn and his family members) in the
Merger is fair from a financial point of view to such holders, and Salomon Smith
Barney will deliver a written copy of such opinion to the Board of Directors of
dELiA*s.

    Section 2.09.  BROKERS.  No broker, finder or investment banker (other than
Salomon Smith Barney) is entitled to any brokerage, finder's or other fee or
commission in connection with this Agreement or the transactions contemplated
hereby based upon arrangements made by or on behalf of dELiA*s. dELiA*s has
heretofore furnished to iTurf a complete and correct copy of all agreements

                                      A-7
<PAGE>
between dELiA*s and Salomon Smith Barney pursuant to which such firm would be
entitled to any payment relating to this Agreement or the transactions
contemplated hereby. Any such fees due shall be paid by dELiA*s.

    Section 2.10.  NO ACCELERATION OF OPTIONS OR DELIA*S RESTRICTED STOCK;
CHANGE OF CONTROL.  Except as provided in Article XI of the 1996 Stock Incentive
Plan of dELiA*s Inc. and the 1998 Stock Incentive Plan of dELiA*s Inc., as such
Article applies to all outstanding Options (including the Sugarman Options) and
dELiA*s Restricted Stock, no accelerated vesting of Options (including the
Sugarman Options) or Adjusted Options or dELiA*s Restricted Stock, or lapse of
any repurchase option, risk of forfeiture or other condition with respect to
dELiA*s Restricted Stock, shall occur as a result of the Merger or any of the
other transactions contemplated hereby. The consummation of the Merger and the
other transactions contemplated hereby will not give rise to any liability for
severance pay, unemployment compensation, termination pay or withdrawal
liability, or accelerate the time of payment or vesting or increase the amount
of compensation or benefits due to any employee, director or stockholder of
dELiA*s (whether current, former or retired) or their beneficiaries or
affiliates solely by reason of such transactions.

                                  ARTICLE III
                    REPRESENTATIONS AND WARRANTIES OF ITURF

    Except as otherwise disclosed in the iTurf SEC Reports (as defined below) or
as set forth in the disclosure schedule delivered to dELiA*s on the date hereof
(the "iTurf Disclosure Schedule"), which exceptions shall not apply to the
representations and warranties contained in Section 3.10, iTurf hereby
represents and warrants to dELiA*s that:

    Section 3.01.  ORGANIZATION AND QUALIFICATION; SUBSIDIARIES.  Each of iTurf
and its subsidiaries is a corporation duly organized, validly existing and in
good standing under the laws of the jurisdiction of its incorporation and has
the requisite corporate power and authority and is in possession of all
Approvals necessary to own, lease and operate the properties it purports to own,
lease or operate and to carry on its business as it is now being conducted,
except where the failure to be so organized, existing and in good standing or to
have such power, authority and Approvals would not have a Material Adverse
Effect. Each of iTurf and its subsidiaries is duly qualified or licensed as a
foreign corporation to do business, and is in good standing, in each
jurisdiction where the character of its properties owned, leased or operated by
it or the nature of its activities makes such qualification or licensing
necessary, except for such failures to be so duly qualified or licensed and in
good standing that would not have a Material Adverse Effect. iTurf does not
directly or indirectly own any equity or similar interest in, or any interest
convertible into or exchangeable or exercisable for any equity or similar
interest in, any corporation, partnership, joint venture or other business
association or entity.

    Section 3.02.  CERTIFICATE OF INCORPORATION AND BY-LAWS.  iTurf has
heretofore furnished to dELiA*s a complete and correct copy of its Certificate
of Incorporation and By-Laws and a complete and correct copy of the Certificate
of Incorporation and By-Laws of Merger Sub, in each case as amended to date. The
Certificate of Incorporation and By-Laws of each of iTurf and Merger Sub are in
full force and effect. iTurf is not in violation of any of the provisions of its
Certificate of Incorporation or By-Laws. None of iTurf's subsidiaries is in
violation of any of the provisions of its Certificate of Incorporation or
By-Laws or equivalent organizational documents.

    Section 3.03.  CAPITALIZATION.  The authorized capital stock of iTurf
consists of (i) 80,000,000 shares of common stock, par value $.01 per share
("iTurf Common Stock"), of which 67,500,000 shares are designated as Class A
Common Stock, of which 9,697,090 shares are issued and outstanding as of the
date hereof, and of which 12,500,000 shares are designated as Class B Common
Stock, of which 11,425,000 shares are issued and outstanding as of the date
hereof and 1,075,000 shares had been issued and outstanding but were
subsequently converted into shares of Class A Common Stock, and (ii) 1,000,000
shares of preferred stock, par value $.01 per share, of which no shares are
issued or

                                      A-8
<PAGE>
outstanding as of the date hereof. The authorized capital stock of Merger Sub
consists of 600,000 shares of common stock, par value $.01 per share, of which
100 shares are issued and outstanding as of the date hereof. All of the issued
and outstanding shares of capital stock of iTurf are duly authorized, validly
issued, fully paid and non-assessable and free of preemptive rights. Except for
outstanding options to purchase an aggregate of no more than 1,278,100 shares of
Class A Common Stock, there are no outstanding options, warrants or other rights
of any kind to acquire (including preemptive rights) any additional shares of
capital stock of iTurf or securities convertible into or exchangeable for, or
which otherwise confer on the holder thereof any right to acquire, any such
additional shares, nor is iTurf committed to issue any such option, warrant,
right or security. There are no outstanding obligations of iTurf to repurchase,
redeem or otherwise acquire any shares of its capital stock. All of the issued
and outstanding shares of capital stock of each of iTurf's subsidiaries are duly
authorized, validly issued, fully paid and non-assessable and free of preemptive
rights. There are no outstanding options, warrants or other rights of any kind
to acquire (including preemptive rights) any additional equity interests of any
subsidiary of iTurf or securities convertible into or exchangeable for, or which
otherwise confer on the holder thereof any right to acquire, any additional
equity interests of any such subsidiary, nor is any such subsidiary committed to
issue any such option, warrant, right or security. Subject to obtaining the
requisite stockholder approval of the iTurf Merger Matters (as defined below),
the shares of Class A Common Stock to be issued in the Merger have been duly
authorized and, when so issued in accordance with the terms hereof, such shares
will be validly issued, fully paid and non-assessable.

    Section 3.04.  AUTHORITY RELATIVE TO THIS AGREEMENT.  (a) Each of iTurf and
Merger Sub has all necessary corporate power and authority to execute and
deliver this Agreement and to perform its obligations hereunder and to
consummate the transactions contemplated hereby. The execution and delivery of
this Agreement by each of iTurf and Merger Sub and the consummation by each of
iTurf and Merger Sub of the transactions contemplated hereby have been duly and
validly authorized by all necessary corporate action, and no other corporate
proceedings on the part of iTurf or Merger Sub are necessary to authorize this
Agreement or to consummate the transactions so contemplated (other than (i) the
approval by the holders of at least a majority of the outstanding shares of
iTurf Common Stock entitled to vote of the Second Restated Certificate of
Incorporation of iTurf in the form of EXHIBIT C attached hereto (the "Second
Restated Certificate of Incorporation") and (ii) the approval by the holders of
at least a majority of the outstanding shares of iTurf Common Stock voted at the
iTurf Meeting (as defined below) of the issuance of Class A Common Stock in the
Merger in accordance with the terms of this Agreement, in each case in
accordance with Delaware Law and iTurf's Certificate of Incorporation
(collectively, the "iTurf Merger Matters")). This Agreement has been duly and
validly executed and delivered by each of iTurf and Merger Sub and, assuming the
due authorization, execution and delivery of this Agreement by dELiA*s,
constitutes the legal, valid and binding obligation of each of iTurf and Merger
Sub, enforceable against each of iTurf and Merger Sub in accordance with its
terms, except as enforceability may be limited by applicable bankruptcy,
insolvency, reorganization or similar laws affecting creditors' rights generally
or by general equitable principles.

    (b) The Board of Directors of iTurf (i) has declared that this Agreement,
the Merger, the iTurf Merger Matters and the other transactions contemplated
hereby are advisable and in the best interests of the holders of the Class A
Common Stock (other than dELiA*s, Stephen I. Kahn or any affiliate thereof),
(ii) has authorized, approved and adopted this Agreement, the Merger, the iTurf
Merger Matters and the other transactions contemplated hereby and (iii) has
taken appropriate action, pursuant to Section 203(a)(1) of Delaware Law, to
cause the restrictions contained in Section 203 of Delaware Law to be
inapplicable to the Merger and the other transactions contemplated hereby.

    (c) The Board of Directors of Merger Sub (i) has declared that this
Agreement, the Merger and the other transactions contemplated hereby are
advisable and in the best interests of the sole stockholder of Merger Sub and
(ii) has authorized, approved and adopted this Agreement, the Merger and the
other transactions contemplated hereby. Pursuant to Section 203(a)(2) of
Delaware Law, the

                                      A-9
<PAGE>
restrictions contained in Section 203 of Delaware Law are inapplicable to the
Merger and the other transactions contemplated hereby.

    Section 3.05.  NO CONFLICT; REQUIRED FILINGS AND CONSENTS.  (a) The
execution and delivery of this Agreement by each of iTurf and Merger Sub do not,
and the performance of this Agreement by each of iTurf and Merger Sub and the
consummation of the Merger will not, (i) conflict with or violate iTurf's
Certificate of Incorporation or By-Laws or the equivalent organizational
documents of any of its subsidiaries, (ii) conflict with or violate any Law
applicable to iTurf or any of its subsidiaries or by which any property or asset
of iTurf or any of its subsidiaries is bound, or (iii) result in any breach of
or constitute a default (or an event which with notice or lapse of time or both
would become a default) under, or give to others any right of termination,
amendment, acceleration or cancellation of, or result in the creation of a lien
or other encumbrance on any property or asset of iTurf or any of its
subsidiaries pursuant to, any note, bond, mortgage, indenture, contract,
agreement, lease, license, permit, franchise or other instrument or obligation
to which iTurf or any of its subsidiaries is a party or by which iTurf or any of
its subsidiaries or any property or asset of any of them is bound, except in the
case of clauses (ii) and (iii) for any such conflicts, violations, breaches,
defaults or other occurrences which would not, individually or in the aggregate,
have a Material Adverse Effect or prevent or materially delay the consummation
of the Merger.

    (b) The execution and delivery of this Agreement by each of iTurf and Merger
Sub do not, and the performance of this Agreement by each of iTurf and Merger
Sub and the consummation of the Merger will not, require any consent, approval,
authorization or permit of, or filing with or notification to, any Government
Entity, except (i) for the applicable requirements of the Securities Act, the
Exchange Act, Blue Sky Laws and the filing of the Certificate of Merger as
required by Delaware Law and (ii) where the failure to obtain such consents,
approvals, authorizations or permits, or to make such filings or notifications,
would not, individually or in the aggregate, have a Material Adverse Effect or
prevent or materially delay the performance by iTurf or Merger Sub of its
obligations under this Agreement or the consummation of the Merger.

    Section 3.06.  SEC FILINGS; FINANCIAL STATEMENTS.  (a) iTurf has filed all
forms, reports and documents required to be filed by it with the SEC under the
Securities Act and the Exchange Act since May 1, 1999 (collectively, the "iTurf
SEC Reports"). The iTurf SEC Reports (i) were prepared in accordance with the
requirements of the Securities Act or the Exchange Act, as the case may be, and
(ii) did not at the time they were filed (or if amended or superseded by a
filing prior to the date of this Agreement, then on the date of such filing)
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 the light of the circumstances under which they were made, not
misleading. None of iTurf's subsidiaries is required to file any forms, reports
or other documents with the SEC.

    (b) Each of the consolidated financial statements (including, in each case,
any related notes thereto) contained in the iTurf SEC Reports (i) complies in
all material respects with the applicable accounting requirements and with the
published rules and regulations of the SEC, (ii) was prepared in accordance with
GAAP applied on a consistent basis throughout the periods involved (except as
may be indicated therein or in the notes thereto) and (iii) fairly presents in
all material respects the consolidated financial position of iTurf and its
subsidiaries as at the respective dates thereof and the consolidated results of
their operations and cash flows for the periods indicated, except that the
unaudited interim financial statements were or are subject to normal and
recurring year-end adjustments and such statements do not contain the required
notes thereto.

                                      A-10
<PAGE>
    Section 3.07.  ABSENCE OF CERTAIN CHANGES OR EVENTS.  Since April 29, 2000:
(a) iTurf and its subsidiaries have not suffered any Material Adverse Effect;
and (b) iTurf and its subsidiaries have conducted their businesses in all
material respects only in the ordinary course consistent with past practice,
except in connection with the negotiation and execution and delivery of this
Agreement.

    Section 3.08.  FAIRNESS OPINION AND APPROVAL BY THE SPECIAL COMMITTEE.  On
or prior to the date hereof, the Special Committee (i) determined that the
Merger is fair to and in the best interests of the holders of the Class A Common
Stock (other than dELiA*s, Stephen I. Kahn or any affiliate thereof) and
(ii) recommended that the Board of Directors of iTurf approve this Agreement,
the Merger, the iTurf Merger Matters and the other transactions contemplated
hereby. The Special Committee has been advised by U.S. Bancorp Piper Jaffray
that, in its opinion, as of the date hereof, the Exchange Ratio is fair from a
financial point of view to the holders of the Class A Common Stock (other than
dELiA*s, Stephen I. Kahn or any affiliate thereof), and U.S. Bancorp Piper
Jaffray will deliver a written copy of such opinion to the Special Committee.

    Section 3.09.  BROKERS.  No broker, finder or investment banker (other than
U.S. Bancorp Piper Jaffray) is entitled to any brokerage, finder's or other fee
or commission in connection with this Agreement or the transactions contemplated
hereby based upon arrangements made by or on behalf of iTurf or the Special
Committee. iTurf has heretofore furnished to dELiA*s a complete and correct copy
of all agreements between iTurf or the Special Committee and U.S. Bancorp Piper
Jaffray pursuant to which such firm would be entitled to any payment relating to
this Agreement or the transactions contemplated hereby. Any such fees due shall
be paid by iTurf.

    Section 3.10.  NO ACCELERATION OF OPTIONS OR ITURF RESTRICTED STOCK; CHANGE
OF CONTROL.  Except as provided in Article XI of the 1999 Amended and Restated
Stock Incentive Plan of iTurf Inc., as such Article applies to all outstanding
iTurf Options and iTurf Restricted Stock (as such terms are defined below), no
accelerated vesting of iTurf Options or iTurf Restricted Stock, or lapse of any
repurchase option, risk of forfeiture or other condition with respect to iTurf
Restricted Stock, shall occur as a result of the Merger or any of the other
transactions contemplated hereby. The consummation of the Merger and the other
transactions contemplated hereby will not give rise to any liability for
severance pay, unemployment compensation, termination pay or withdrawal
liability, or accelerate the time of payment or vesting or increase the amount
of compensation or benefits due to any employee, director or stockholder of
iTurf (whether current, former or retired) or their beneficiaries or affiliates
solely by reason of such transactions.

    For purposes of this Agreement, "iTurf Options" means all options to
purchase shares of iTurf Common Stock granted under any stock option plan of
iTurf ("iTurf Option Plans") or pursuant to any other arrangement to provide
options, warrants or other rights to purchase such shares to directors, officers
or employees of iTurf or other persons. For purposes of this Agreement, "iTurf
Restricted Stock" means shares of iTurf Common Stock that are unvested or are
subject to a repurchase option, risk of forfeiture or other condition providing
that such shares may be forfeited or repurchased by iTurf upon any termination
of the stockholder's employment, directorship or other relationship with iTurf
(and/or any affiliate of iTurf) under the terms of any restricted stock
agreement or other agreement with iTurf.

                                   ARTICLE IV
                                   COVENANTS

    Section 4.01.  STOCKHOLDERS MEETINGS; VOTING OF SHARES.  (a) In order to
consummate the Merger, iTurf shall, in accordance with Delaware Law and iTurf's
Certificate of Incorporation and By-Laws, (i) duly call, give notice of, convene
and hold a meeting of its stockholders (the "iTurf Meeting") as promptly as
practicable, but in no event later than 45 days after the S-4 Registration
Statement (as defined below) is declared effective, for the purpose of
considering and voting upon the approval of the

                                      A-11
<PAGE>
iTurf Merger Matters and (ii) include in the Joint Proxy Statement/Prospectus
(as defined below) (x) subject to fiduciary obligations under applicable law,
the recommendation of the Special Committee and of the Board of Directors of
iTurf that the stockholders of iTurf approve the iTurf Merger Matters and
(y) the opinion of U.S. Bancorp Piper Jaffray that the Exchange Ratio is fair
from a financial point of view to the holders of the Class A Common Stock (other
than dELiA*s, Stephen I. Kahn or any affiliate thereof). Subject to fiduciary
obligations under applicable law, iTurf shall take all lawful action to solicit
from the holders of iTurf Common Stock entitled to vote at the iTurf Meeting
proxies in favor of such approval. At the iTurf Meeting, dELiA*s shall cause all
shares of iTurf Common Stock then owned by it to be voted in favor of such
approval.

    (b) In order to consummate the Merger, dELiA*s shall, in accordance with
Delaware Law and dELiA*s Certificate of Incorporation and By-Laws, (i) duly
call, give notice of, convene and hold a meeting of its stockholders (the
"dELiA*s Meeting") as promptly as practicable, but in no event later than
45 days after the S-4 Registration Statement is declared effective, for the
purpose of considering and voting upon the approval of this Agreement and the
Merger and (ii) include in the Joint Proxy Statement/Prospectus (x) subject to
fiduciary obligations under applicable law, the recommendation of the Board of
Directors of dELiA*s that the stockholders of dELiA*s approve this Agreement and
the Merger and (y) the opinion of Salomon Smith Barney that the consideration to
be received, pursuant to this Agreement, by the holders of dELiA*s Common Stock
(other than Stephen I. Kahn and his family members) in the Merger is fair from a
financial point of view to such holders. Subject to fiduciary obligations under
applicable law, dELiA*s shall take all lawful action to solicit from the holders
of dELiA*s Common Stock entitled to vote at the dELiA*s Meeting proxies in favor
of such approval.

    Section 4.02.  JOINT PROXY STATEMENT/PROSPECTUS AND REGISTRATION STATEMENT
ON FORM S-4.  (a) As promptly as practicable following the execution and
delivery of this Agreement, iTurf and dELiA*s shall prepare and file with the
SEC a joint proxy statement/prospectus with respect to this Agreement, the
Merger and the iTurf Merger Matters (the "Joint Proxy Statement/Prospectus"),
and iTurf shall prepare and file with the SEC a Registration Statement on
Form S-4 with respect to the issuance of shares of Class A Common Stock in the
Merger (the "S-4 Registration Statement"). Each of iTurf and dELiA*s shall use
its reasonable best efforts to have the S-4 Registration Statement declared
effective under the Securities Act as promptly as practicable after such filing,
and promptly thereafter mail the Joint Proxy Statement/Prospectus to its
stockholders. iTurf and dELiA*s shall cooperate with each other in the
preparation of the Joint Proxy Statement/Prospectus and the S-4 Registration
Statement and shall notify each other of the receipt of any comments of the SEC
with respect thereto and of any requests by the SEC for any amendment or
supplement thereto or for additional information. Each of iTurf and dELiA*s
agrees to use its reasonable best efforts, after consultation with the other, to
respond promptly to all such comments of and requests by the SEC. Each of iTurf
and dELiA*s (i) shall provide the other with information concerning it, and its
subsidiaries, officers, directors and stockholders, that is necessary or
advisable to be included in the Joint Proxy Statement/Prospectus and/or the S-4
Registration Statement and (ii) agrees promptly to (x) supplement, update and
correct any information provided by it for use in the Joint Proxy
Statement/Prospectus and/or the S-4 Registration Statement if and to the extent
that such information is or shall have become incomplete, false or misleading in
any material respect and (y) take all steps necessary to cause such Joint Proxy
Statement/Prospectus and/or S-4 Registration Statement as so corrected to be
filed with the SEC and/or disseminated to its stockholders in accordance with
applicable law.

    (b) Each of iTurf and dELiA*s agrees that none of the information supplied
or to be supplied by it for inclusion or incorporation by reference in (i) the
S-4 Registration Statement will, at the time the S-4 Registration Statement
becomes effective under the Securities Act, contain any untrue statement of a
material fact or omit to state any material fact required to be stated therein
or necessary to make the statements therein, in light of the circumstances under
which they were made, not misleading and

                                      A-12
<PAGE>
(ii) the Joint Proxy Statement/Prospectus and any amendment or supplement
thereto will, at the date of mailing to the respective stockholders of iTurf and
dELiA*s and at the times of the iTurf Meeting and the dELiA*s Meeting, contain
any untrue statement of a material fact or omit to state any 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. Each of iTurf and dELiA*s covenants that the Joint Proxy
Statement/Prospectus shall comply as to form in all material respects with the
provisions of the Exchange Act and the rules and regulations thereunder and
iTurf covenants that the S-4 Registration Statement shall comply as to form in
all material respects with the provisions of the Securities Act and the rules
and regulations thereunder.

    Section 4.03.  NO SOLICITATION.  dELiA*s will not, and will not permit or
cause any of its subsidiaries or any of the officers and directors of it or its
subsidiaries to, and shall direct its and its subsidiaries' employees, agents
and representatives (including any investment banker, attorney or accountant
retained by it or any of its subsidiaries) not to, directly or indirectly,
initiate, solicit, encourage or otherwise facilitate any inquiries or the making
of any proposal or offer with respect to a merger, reorganization, share
exchange, consolidation or similar transaction involving, or any purchase of 15%
or more of the consolidated assets or equity securities of, dELiA*s or any of
its subsidiaries (any such proposal or offer being hereinafter referred to as an
"Acquisition Proposal"). dELiA*s will not, and will not permit or cause any of
its subsidiaries or any of the officers and directors of it or its subsidiaries
to, and shall direct its and its subsidiaries' employees, agents and
representatives (including any investment banker, attorney or accountant
retained by it or any of its subsidiaries) not to, directly or indirectly,
engage in any negotiations concerning, or provide any confidential information
or data to, or have any discussions with, any person relating to an Acquisition
Proposal, whether made before or after the date of this Agreement, or otherwise
facilitate any effort or attempt to make or implement an Acquisition Proposal;
PROVIDED, HOWEVER, that nothing contained in this Agreement shall prevent
dELiA*s or the Board of Directors of dELiA*s from (i) complying with Rule 14e-2
promulgated under the Exchange Act with regard to an Acquisition Proposal,
(ii) soliciting any inquiries or the making of any proposal or offer with
respect to, engaging in negotiations or discussions concerning, or providing
confidential information with respect to, any of Storybook Inc., TSI Soccer
Corporation, the Droog business or any of their respective assets or (iii) at
any time prior to the approval of this Agreement and the Merger by the requisite
vote of the stockholders of dELiA*s (A) providing information in response to a
request therefor by a person who has made an unsolicited bona fide written
Acquisition Proposal if the Board of Directors of dELiA*s receives from the
person so requesting such information an appropriate confidentiality agreement;
(B) engaging in any negotiations or discussions with any person who has made an
unsolicited bona fide written Acquisition Proposal; or (C) recommending such an
Acquisition Proposal to the stockholders of dELiA*s, if and only to the extent
that, (i) in each case referred to in clause (A), (B) or (C) above, the Board of
Directors of dELiA*s determines in good faith after consultation with outside
legal counsel that such action is necessary in order for its directors to comply
with their fiduciary duties under applicable law and (ii) in each case referred
to in clause (B) or (C) above, the Board of Directors of dELiA*s determines in
good faith (after consultation with its financial advisor) that such Acquisition
Proposal is reasonably likely to be consummated, taking into account all legal,
financial and regulatory aspects of the proposal and the person making the
proposal and would, if consummated, result in a more favorable transaction than
the transaction contemplated by this Agreement. dELiA*s will immediately cease
and cause to be terminated any existing activities, discussions or negotiations
with any parties conducted heretofore with respect to any of the foregoing.
dELiA*s agrees that it will take the necessary steps to inform promptly the
individuals or entities referred to in the first sentence hereof of the
obligations undertaken in this Section 4.03. dELiA*s will notify iTurf
immediately if any such inquiries, proposals or offers are received by, any such
information requested from, or any such discussions or negotiations are sought
to be initiated or continued with, any of its representatives indicating, in
connection with such notice, the name of such person and the material terms and
conditions of any proposals or offers and thereafter shall keep iTurf informed,
on a

                                      A-13
<PAGE>
current basis, on the status and terms of any such proposals or offers and the
status of any such negotiations or discussions. dELiA*s also will promptly
request each person that has heretofore executed a confidentiality agreement in
connection with its consideration of an Acquisition Proposal to return all
confidential information heretofore furnished to such person by or on behalf of
dELiA*s or any of its subsidiaries.

    Section 4.04.  DIRECTORS' AND OFFICERS' INDEMNIFICATION AND INSURANCE.  (a)
All rights to indemnification or exculpation now existing in favor of the
present and former directors, officers, employees, agents and fiduciaries of
dELiA*s (collectively, the "Indemnified Parties"), as provided in dELiA*s
Certificate of Incorporation and/or By-Laws or otherwise in effect as of the
date of this Agreement, with respect to matters occurring at or prior to the
Effective Time, shall survive the Merger and shall continue in full force and
effect; PROVIDED, HOWEVER, that any determination required to be made with
respect to whether an Indemnified Party's conduct complies with the standards
set forth under Delaware Law or under dELiA*s Certificate of Incorporation or
By-Laws or otherwise, as the case may be, shall be made by independent legal
counsel selected by such Indemnified Party and reasonably acceptable to the
Surviving Corporation. The Surviving Corporation shall honor all such rights to
indemnification or exculpation described in this Section 4.04 in favor of the
Indemnified Parties.

    (b) For a period of six years after the Effective Time, the Surviving
Corporation shall maintain in effect the current policies of directors' and
officers' liability insurance maintained by dELiA*s (provided that the Surviving
Corporation may substitute therefor policies with reputable and financially
sound carriers of at least the same coverage and amounts containing terms and
conditions which are no less advantageous) with respect to claims arising from
or related to facts or events that occurred at or before the Effective Time;
PROVIDED, HOWEVER, that the Surviving Corporation shall not be obligated to make
annual premium payments for such insurance to the extent such premiums exceed
200% of the annual premiums paid as of the date hereof by dELiA*s for such
insurance (such 200% amount, the "Maximum Premium"). If such insurance coverage
cannot be obtained at all, or can only be obtained at an annual premium in
excess of the Maximum Premium, the Surviving Corporation shall maintain the most
advantageous policies of directors' and officers' insurance obtainable for an
annual premium equal to the Maximum Premium; PROVIDED, FURTHER, that if such
insurance coverage cannot be obtained at all, the Surviving Corporation shall
purchase all available extended reporting periods with respect to pre-existing
insurance in an amount that, together with all other insurance purchased
pursuant to this Section 4.03(b), does not exceed the Maximum Premium. The
Surviving Corporation shall not take any action that would have the effect of
limiting the aggregate amount of insurance coverage required to be maintained
for the individuals referred to in this Section 4.04(b).

    (c) In the event that after the Effective Time the Surviving Corporation
(i) consolidates with or merges into any other person and shall not be the
continuing or surviving corporation or entity of such consolidation or merger or
(ii) transfers all or substantially all of its properties and assets to any
person, then, and in each such case, proper provision shall be made so that any
successor or assign of the Surviving Corporation shall assume the obligations
set forth in this Section 4.04.

    Section 4.05.  STOCK OPTIONS.  (a) On or as soon as practicable following
the date of this Agreement, the Board of Directors of dELiA*s (or, if
appropriate, any committee thereof administering the dELiA*s Option Plans) shall
adopt such resolutions or take such other actions as may be required to effect
the following:

        (i) adjust the terms of all outstanding Options (each, as so adjusted,
    an "Adjusted Option"), whether vested or unvested, as necessary to provide
    that, at the Effective Time, each Option outstanding immediately prior to
    the Effective Time shall be amended and converted into an option to acquire,
    on the same terms and conditions as were applicable under such Option, the
    number of shares of Class A Common Stock (rounded down to the nearest whole
    share) equal to

                                      A-14
<PAGE>
    (A) the number of shares of dELiA*s Common Stock subject to such Option
    immediately prior to the Effective Time multiplied by (B) the Exchange
    Ratio, at an exercise price per share of Class A Common Stock (rounded up to
    the nearest tenth of a cent) equal to (x) the exercise price per share of
    such dELiA*s Common Stock immediately prior to the Effective Time divided by
    (y) the Exchange Ratio;

        (ii) ensure that no accelerated vesting of Options (including the
    Sugarman Options) or Adjusted Options or dELiA*s Restricted Stock, or lapse
    of any repurchase option, risk of forfeiture or other condition with respect
    to dELiA*s Restricted Stock, shall occur as a result of the Merger or any of
    the other transactions contemplated hereby; and

        (iii) make such other changes to the dELiA*s Option Plans as dELiA*s and
    iTurf may agree are appropriate to give effect to the Merger.

    (b) The adjustments provided in this Section 4.05 with respect to any Option
to which Section 421(a) of the Code applies shall be and are intended to be
effected in a manner that is consistent with Section 424(a) of the Code so that
no such adjustment shall cause (other than de minimis changes resulting from
mathematical rounding) (i) the ratio of the exercise price of each Adjusted
Option to the fair market value of the Class A Common Stock subject to such
Adjusted Option immediately following the Effective Time to be more favorable to
the optionee than the ratio of the corresponding Option exercise price to the
fair market value of the dELiA*s Common Stock subject to such corresponding
Option immediately prior to the Effective Time or (ii) the excess of the
aggregate fair market value of all shares of Class A Common Stock subject to
each Adjusted Option immediately following the Effective Time over the aggregate
exercise price of such Adjusted Option to be more than the excess of the
aggregate fair market value of all shares of dELiA*s Common Stock subject to the
corresponding Option immediately prior to the Effective Time over the aggregate
exercise price of such corresponding Option. As soon as practicable after the
Effective Time, iTurf shall deliver to the holders of Options appropriate
notices setting forth such holders' rights pursuant to the respective dELiA*s
Option Plans and the agreements evidencing the grants of such Options and that
such Options and agreements shall be assumed by iTurf and shall continue in
effect on the same terms and conditions (subject to the adjustments required by
this Section 4.05 after giving effect to the Merger).

    (c) A holder of an Adjusted Option may exercise such Adjusted Option in
whole or in part in accordance with its terms by following procedures to be
communicated by iTurf with the notice contemplated by Section 4.05(b), together
with the consideration therefor and the federal withholding tax information
required, if any.

    (d) Except as otherwise expressly provided by this Section 4.05 and except
to the extent required under the respective terms of the Options, all
restrictions or limitations on transfer and vesting with respect to Options
awarded under the dELiA*s Option Plans or any other plan, program or arrangement
of dELiA*s, to the extent that such restrictions or limitations shall not have
already lapsed, and all other terms thereof, shall remain in full force and
effect with respect to such Options after giving effect to the Merger and the
assumption by iTurf as set forth above.

    (e) As soon as practicable following the Effective Time, iTurf shall prepare
and file with the SEC a registration statement on Form S-8 (or another
appropriate form) registering (i) a number of shares of Class A Common Stock
equal to the number of shares subject to the Adjusted Options and (ii) the
shares of Class A Common Stock issued upon conversion of the dELiA*s Restricted
Stock in the Merger. Prior to the Effective Time, iTurf shall take all necessary
action in connection with the assumption of the Adjusted Options, including the
reservation, issuance and listing of Class A Common Stock in a number at least
equal to the number of shares of Class A Common Stock that will be subject to
the Adjusted Options.

                                      A-15
<PAGE>
    Section 4.06.  EMPLOYEE BENEFITS.  From and after the Effective Time, the
Surviving Corporation shall honor, in accordance with their respective terms as
in effect on the date hereof, the employment, severance and bonus agreements and
similar arrangements to which dELiA*s is a party and all employee benefit plans
of dELiA*s.

    Section 4.07.  PUBLIC ANNOUNCEMENTS.  iTurf and dELiA*s shall consult with
each other before issuing any press release or otherwise making any public
statement with respect to this Agreement or the Merger and shall not issue any
such press release or make any such public statement prior to such consultation,
except as may be required by applicable law or stock exchange or National
Association of Securities Dealers regulation, in which case iTurf or dELiA*s, as
applicable, shall use its reasonable best efforts to consult with the other
party before issuing any such release or making any such public statement.

    Section 4.08.  NOTIFICATION OF CERTAIN MATTERS.  dELiA*s shall give prompt
notice to iTurf, and iTurf shall give prompt notice to dELiA*s, of (i) the
occurrence, or non-occurrence, of any event the occurrence, or non-occurrence,
of which would be likely to cause any representation or warranty of such party
contained in this Agreement to be untrue or inaccurate in any material respect
at or prior to the Effective Time and (ii) any failure of iTurf, Merger Sub or
dELiA*s, as the case may be, to comply with or satisfy in any material respect
any covenant, condition or agreement to be complied with or satisfied by it
hereunder; PROVIDED, HOWEVER, that the delivery of any notice pursuant to this
Section 4.08 shall not limit or otherwise affect the remedies available
hereunder to the party receiving such notice.

    Section 4.09.  FURTHER ACTION; REASONABLE BEST EFFORTS.  Upon the terms and
subject to the conditions hereof, each of the parties hereto shall use its
reasonable best efforts to take, or cause to be taken, all appropriate action,
and to do, or cause to be done, all things necessary, proper or advisable under
applicable laws and regulations to consummate and make effective, in the most
expeditious manner practicable, the Merger, including, without limitation, using
its reasonable best efforts to obtain all licenses, permits, consents,
approvals, authorizations, qualifications and orders of Governmental Entities
and parties to contracts with dELiA*s and iTurf as are necessary for the
consummation of the Merger. In case at any time after the Effective Time any
further action is necessary or desirable to carry out the purposes of this
Agreement, the Surviving Corporation shall use its reasonable best efforts to
take all such action.

    Section 4.10.  DELISTING; DEREGISTRATION.  Each of iTurf and the Surviving
Corporation shall use its reasonable best efforts to cause the dELiA*s Common
Stock to be delisted from The Nasdaq Stock Market and deregistered under the
Exchange Act as soon as practicable following the Effective Time.

    Section 4.11.  ELECTION OF DIRECTORS OF ITURF.  iTurf shall use its best
efforts to cause four individuals nominated by dELiA*s to be elected, as soon as
practicable after the Effective Time, to the Board of Directors of iTurf and,
subject to the restrictions contained in Article Sixth of iTurf's Second
Restated Certificate of Incorporation, to be apportioned among the respective
classes of the Board of Directors of iTurf in the manner designated by dELiA*s.

    Section 4.12.  NO ACCELERATION OF ITURF OPTIONS OR ITURF RESTRICTED
STOCK.  On or as soon as practicable following the date of this Agreement, the
Board of Directors of iTurf (or, if appropriate, any committee thereof
administering the iTurf Option Plans) shall adopt such resolutions or take such
other actions as may be required to ensure that no accelerated vesting of iTurf
Options or iTurf Restricted Stock, or lapse of any repurchase option, risk of
forfeiture or other condition with respect to iTurf Restricted Stock, shall
occur as a result of the Merger or any of the other transactions contemplated
hereby.

    Section 4.13.  VOTING OF DELIA*S COMMON STOCK.  At the dELiA*s Meeting,
Stephen I. Kahn shall vote (or cause to be voted) all shares of dELiA*s Common
Stock which he then holds of record or beneficially owns, including pursuant to
the Family Stockholders Agreement, dated December 18, 1996,

                                      A-16
<PAGE>
among dELiA*s, Stephen I. Kahn and the Family Holders (as defined therein), in
favor of the approval of this Agreement and the Merger.

    Section 4.14.  ISSUANCE OF OPTIONS OR RESTRICTED STOCK.  (a) During the
period from the date of this Agreement and continuing until the earlier to occur
of the termination of this Agreement and the Effective Time, dELiA*s covenants
and agrees that it shall not issue any Options or dELiA*s Restricted Stock
except (i) with the prior written consent of the Special Committee,
(ii) issuances of Options or dELiA*s Restricted Stock to new employees that are
not affiliated with dELiA*s as of the date hereof or (iii) issuances of Options
or dELiA*s Restricted Stock that do not, either individually or in the
aggregate, exceed 75,000 shares of dELiA*s Common Stock.

    (b) During the period from the date of this Agreement and continuing until
the earlier to occur of the termination of this Agreement and the Effective
Time, iTurf covenants and agrees that it shall not issue any iTurf Options or
iTurf Restricted Stock except with the prior written consent of the Special
Committee.

                                   ARTICLE V
                            CONDITIONS TO THE MERGER

    Section 5.01.  CONDITIONS TO EACH PARTY'S OBLIGATION TO EFFECT THE
MERGER.  The respective obligations of each party to effect the Merger shall be
subject to the satisfaction at or prior to the Effective Time of each of the
following conditions (any of which may be waived by the parties hereto in
writing, in whole or in part, to the extent permitted by applicable law):

    (a)  NO INJUNCTION OR PROCEEDING.  No preliminary or permanent injunction,
temporary restraining order or other decree of a court of competent jurisdiction
shall be in effect, no statute, rule or regulation shall have been enacted by a
Governmental Entity and no action, suit or proceeding by any Governmental Entity
shall have been instituted or threatened which prevents or prohibits the
consummation of the Merger.

    (b)  EFFECTIVENESS OF THE S-4 REGISTRATION STATEMENT.  The S-4 Registration
Statement shall have become effective under the Securities Act. No stop order
suspending the effectiveness of the S-4 Registration Statement shall have been
issued by the SEC and no proceedings for that purpose and no similar proceedings
in respect of the Joint Proxy Statement/Prospectus shall have been initiated or
threatened by the SEC.

    (c)  STOCKHOLDER APPROVALS.  This Agreement, the Merger and the other
transactions contemplated hereby shall have been approved by the requisite vote
of the stockholders of dELiA*s and the iTurf Merger Matters shall have been
approved by the requisite vote of the stockholders of iTurf.

    (d)  FILING OF SECOND RESTATED CERTIFICATE OF INCORPORATION.  iTurf shall
have filed the Second Restated Certificate of Incorporation with the Secretary
of State of the State of Delaware.

    Section 5.02.  CONDITIONS TO THE OBLIGATION OF DELIA*S TO EFFECT THE
MERGER.  The obligation of dELiA*s to effect the Merger is further subject to
the satisfaction or waiver of each of the following conditions prior to or at
the Effective Time:

    (a)  REPRESENTATIONS AND WARRANTIES.  The representations and warranties of
iTurf contained in this Agreement shall be true and correct in all material
respects at and as of the Effective Time as though made at and as of the
Effective Time.

    (b)  AGREEMENTS.  Each of iTurf and Merger Sub shall have performed or
complied in all material respects with all of its covenants and agreements
required by this Agreement to be performed or complied with by it prior to or at
the Effective Time.

                                      A-17
<PAGE>
    (c)  NO ACCELERATION OF ITURF OPTIONS OR ITURF RESTRICTED STOCK.  iTurf
shall have taken all necessary action, including, but not limited to, the Board
of Directors of iTurf or a committee thereof having made the determination
required under Section 11.1(c) of the 1999 Amended and Restated Stock Incentive
Plan of iTurf Inc., to ensure that no accelerated vesting of iTurf Options or
iTurf Restricted Stock, or lapse of any repurchase option, risk of forfeiture or
other condition with respect to iTurf Restricted Stock, shall occur as a result
of the Merger or any of the other transactions contemplated hereby.

    Section 5.03.  CONDITIONS TO THE OBLIGATION OF ITURF AND MERGER SUB TO
EFFECT THE MERGER.  The obligations of iTurf and Merger Sub to effect the Merger
are further subject to the satisfaction or waiver of each of the following
conditions prior to or at the Effective Time:

    (a)  REPRESENTATIONS AND WARRANTIES.  The representations and warranties of
dELiA*s contained in this Agreement shall be true and correct in all material
respects at and as of the Effective Time as though made at and as of the
Effective Time.

    (b)  AGREEMENTS.  dELiA*s shall have performed or complied in all material
respects with all of its covenants and agreements required by this Agreement to
be performed or complied with by it prior to or at the Effective Time.

    (c)  NO ACCELERATION OF OPTIONS OR DELIA*S RESTRICTED STOCK.  dELiA*s shall
have taken all necessary action, including, but not limited to, the Board of
Directors of dELiA*s or a committee thereof having made the determination
required under Section 11.1(c) of the 1996 Stock Incentive Plan of dELiA*s Inc.
and the 1998 Stock Incentive Plan of dELiA*s Inc., to ensure that no accelerated
vesting of Options (including the Sugarman Options) or Adjusted Options or
dELiA*s Restricted Stock, or lapse of any repurchase option, risk of forfeiture
or other condition with respect to dELiA*s Restricted Stock, shall occur as a
result of the Merger or any of the other transactions contemplated hereby.

    (d)  CONSENT OBTAINED.  dELiA*s shall have obtained the required consent to
the Merger under the Amended and Restated Credit Facility, dated April 28, 2000,
among dELiA*s, its subsidiaries listed on Schedule 1 thereto and Congress
Financial Corporation, or dELiA*s shall not be required to obtain such consent.

                                   ARTICLE VI
                       TERMINATION, AMENDMENT AND WAIVER

    Section 6.01.  TERMINATION.  This Agreement may be terminated and the Merger
may be abandoned at any time prior to the Effective Time, notwithstanding any
requisite approval by the stockholders of iTurf and dELiA*s:

    (a) by mutual written consent duly authorized by the Boards of Directors of
each of iTurf and dELiA*s (and, in the case of iTurf, only with the approval of
the Special Committee);

    (b) by either iTurf or dELiA*s (and, in the case of iTurf, only with the
approval of the Special Committee) if the Effective Time shall not have occurred
on or before the first anniversary of the date hereof; PROVIDED, HOWEVER, that
the right to terminate this Agreement under this Section 6.01(b) shall not be
available to any party whose failure to fulfill any obligation under this
Agreement has been the cause of, or resulted in, the failure of the Effective
Time to occur on or before such date;

    (c) by either iTurf or dELiA*s (and, in the case of iTurf, only with the
approval of the Special Committee) if any court of competent jurisdiction or
Governmental Entity shall have issued an order, decree or ruling, or taken any
other action, restraining, enjoining or otherwise preventing or prohibiting the
Merger and such order, decree, ruling or other action shall have become final
and non-appealable;

                                      A-18
<PAGE>
    (d) by either iTurf or dELiA*s (and, in the case of iTurf, only with the
approval of the Special Committee) if (i) the Board of Directors of dELiA*s
shall withdraw, modify or change its recommendation of this Agreement or the
Merger in a manner adverse to iTurf or shall have resolved to do so or (ii) the
Board of Directors of dELiA*s shall have recommended, resolved to accept or
accepted an Acquisition Proposal;

    (e) by either iTurf or dELiA*s (and, in the case of iTurf, only with the
approval of the Special Committee) if at the iTurf Meeting (including any
adjournment or postponement thereof), the iTurf Merger Matters shall not have
been approved by the requisite vote of the stockholders of iTurf; or

    (f) by either iTurf or dELiA*s (and, in the case of iTurf, only with the
approval of the Special Committee) if at the dELiA*s Meeting (including any
adjournment or postponement thereof), this Agreement and the Merger shall not
have been approved by the requisite vote of the stockholders of dELiA*s.

    Section 6.02.  EFFECT OF TERMINATION.  (a) In the event of the termination
of this Agreement as provided in Section 6.01, this Agreement shall forthwith
become null and void (except for the provisions set forth in Section 7.07 and,
to the extent applicable, Section 6.02(b), which shall survive any termination
of this Agreement) and there shall be no liability on the part of any party
hereto, except that nothing herein shall relieve any party from liability for
any willful breach hereof.

    (b) In the event this Agreement is terminated by either iTurf or dELiA*s
pursuant to Section 6.01(d), iTurf shall be entitled to receive from dELiA*s
(i) a fee of $1,000,000 and (ii) reimbursement of iTurf's reasonable and
documented transaction costs (including costs incurred by or on behalf of the
Special Committee), including, without limitation, legal and accounting expenses
and amounts paid or payable to U.S. Bancorp Piper Jaffray in connection with
obtaining its fairness opinion relating to the Merger and its performance of
financial advisory services for the Special Committee; PROVIDED, HOWEVER, that
no fee or expense reimbursement shall be payable pursuant to this
Section 6.02(b) if iTurf or Merger Sub shall then be in willful material breach
of its obligations hereunder.

    Section 6.03.  AMENDMENT.  This Agreement may not be amended except by
action of the Board of Directors of each of the parties hereto (and, in the case
of iTurf, only with the approval of the Special Committee) set forth in an
instrument in writing signed on behalf of each of the parties hereto.

    Section 6.04.  WAIVER.  At any time prior to the Effective Time, any party
hereto may (i) extend the time for the performance of any obligation or other
act of any other party hereto, (ii) waive any inaccuracies in the
representations and warranties of any other party contained herein or
(iii) waive compliance with any agreement or condition of any other party
contained herein. Any such extension or waiver shall be valid if set forth in an
instrument in writing signed by the party to be bound thereby but, in the case
of any extension or waiver by which iTurf is to be bound, only if approved by
the Special Committee.

                                  ARTICLE VII
                               GENERAL PROVISIONS

    Section 7.01.  NON-SURVIVAL OF REPRESENTATIONS AND WARRANTIES.  The
representations and warranties in this Agreement shall terminate at the
Effective Time or upon the termination of this Agreement pursuant to
Section 6.01, as the case may be.

    Section 7.02.  NOTICES.  All notices, requests, claims, demands and other
communications hereunder shall be in writing and shall be given (and shall be
deemed to have been duly given upon receipt) by delivery (i) in person, (ii) by
telecopy, (iii) by reputable overnight courier or (iv) by registered or
certified mail, postage prepaid, to the respective parties at the following
addresses (or at

                                      A-19
<PAGE>
such other address for a party as shall be specified in a notice given in
accordance with this Section 7.02):

    if to dELiA*s:

       dELiA*s Inc.
       435 Hudson Street
       New York, New York 10014
       Telecopier No: (212) 590-6310
       Attention: President

    with a copy to:

       Proskauer Rose LLP
       1585 Broadway
       New York, New York 10036-8299
       Telecopier No: (212) 969-2900
       Attention: Jeffrey A. Horwitz, Esq.

    if to iTurf or Merger Sub:

       iTurf Inc.
       One Battery Park Plaza
       New York, New York 10004
       Telecopier No: (212) 742-1993
       Attention: President

    with a copy to:

       Squadron, Ellenoff, Plesent & Sheinfeld, LLP
       551 Fifth Avenue
       New York, New York 10176
       Telecopier No: (212) 697-6686
       Attention: David L. Kovacs, Esq.

    Section 7.03.  CERTAIN DEFINITIONS.  For purposes of this Agreement, the
term:

    (a) "affiliate" of a specified person means a person that, directly or
indirectly, through one or more intermediaries controls, is controlled by, or is
under common control with, such specified person;

    (b) "control" (including the terms "controlled by" and "under common control
with") means the possession, directly or indirectly or as trustee or executor,
of the power to direct or cause the direction of the management and policies of
a person, whether through the ownership of voting securities, as trustee or
executor, by contract or credit arrangement or otherwise;

    (c) "person" means an individual, corporation, partnership, association,
trust, unincorporated organization, other entity or group (as defined in
Section 13(d)(3) of the Exchange Act); and

    (d) "subsidiary" or "subsidiaries" of any person means any corporation,
partnership, joint venture or other legal entity of which such person (either
alone or through or together with any other subsidiary) owns, directly or
indirectly, more than 50% of the stock or other equity interests the holders of
which are generally entitled to vote for the election of the board of directors
or other governing body of such corporation or other legal entity; PROVIDED,
HOWEVER, that, for purposes of Article II and Section 4.02(a) of this Agreement,
dELiA*s disclaims liability for any representation, warranty or

                                      A-20
<PAGE>
covenant made by dELiA*s on behalf of or with respect to iTurf or any of iTurf's
subsidiaries, and iTurf agrees that dELiA*s shall not be liable for any such
representation, warranty or covenant.

    Section 7.04.  SEVERABILITY.  Any term or provision of this Agreement that
is invalid or unenforceable in any jurisdiction shall, as to that jurisdiction,
be ineffective to the extent of such invalidity or unenforceability without
rendering invalid or unenforceable the remaining terms and provisions of this
Agreement or affecting the validity or enforceability of any of the terms or
provisions of this Agreement in any other jurisdiction. If any provision of this
Agreement is so broad as to be unenforceable, the provision shall be interpreted
to be only so broad as is enforceable.

    Section 7.05.  ENTIRE AGREEMENT; ASSIGNMENT.  This Agreement (including the
schedules, documents and instruments referred to herein) constitutes the entire
agreement among the parties with respect to the subject matter hereof and
supersedes all prior agreements and undertakings, both written and oral, among
the parties with respect to the subject matter hereof. This Agreement shall not
be assigned by any party hereto (whether by operation of law or otherwise)
without the prior written consent of the other parties hereto.

    Section 7.06.  PARTIES IN INTEREST.  This Agreement shall be binding upon
and inure solely to the benefit of each party hereto, and nothing in this
Agreement, express or implied, is intended to or shall confer upon any other
person any right, benefit or remedy of any nature whatsoever under or by reason
of this Agreement, other than Sections 4.04, 4.05 and 4.06 (which are intended
to be for the benefit of the persons covered thereby and may be enforced by such
persons).

    Section 7.07.  FEES AND EXPENSES.  Except as otherwise contemplated by this
Agreement, all fees and expenses incurred in connection with this Agreement
shall be paid by the party incurring such fees and expenses, whether or not the
Merger is consummated.

    Section 7.08.  GOVERNING LAW.  This Agreement shall be governed by, and
construed in accordance with, the laws of the State of Delaware (without regard
to the conflicts of laws principle thereof).

    Section 7.09.  HEADINGS.  The descriptive headings contained in this
Agreement are included for convenience of reference only and shall not affect in
any way the meaning or interpretation of this Agreement.

    Section 7.10.  COUNTERPARTS.  This Agreement way be executed in two or more
counterparts, and by the different parties hereto in separate counterparts, each
of which when executed shall be deemed to be an original but all of which taken
together shall constitute one and the same agreement.

    Section 7.11.  SPECIFIC PERFORMANCE.  The parties hereto agree that
irreparable damage would occur in the event any of the provisions of this
Agreement were not performed in accordance with the terms hereof and that the
parties shall be entitled to specific performance of the terms hereof, in
addition to any other remedy at law or equity, without the need to post bond or
other security.

                                      A-21
<PAGE>
    IN WITNESS WHEREOF, iTurf, Merger Sub and dELiA*s have caused this Agreement
to be executed as of the date first written above by their respective officers
thereunto duly authorized.

<TABLE>
<S>                                                    <C>  <C>
                                                       iTurf Inc.

                                                       By:  /s/ STEPHEN I. KAHN
                                                            -----------------------------------------
                                                            Name: Stephen I. Kahn
                                                            Title:  Chairman, Chief Executive Officer
                                                            and President

                                                       iTurf Breakfast Corp.

                                                       By:  /s/ STEPHEN I. KAHN
                                                            -----------------------------------------
                                                            Name: Stephen I. Kahn
                                                            Title:  Chief Executive Officer

                                                       dELiA*s Inc.

                                                       By:  /s/ EVAN GUILLEMIN
                                                            -----------------------------------------
                                                            Name: Evan Guillemin
                                                            Title:  President
</TABLE>

    By his execution of this Agreement, the undersigned hereby agrees to be
bound solely with respect to his obligations under Section 4.13.

<TABLE>
<S>                                                    <C>
/s/ STEPHEN I. KAHN
-------------------------------------------
Stephen I. Kahn
</TABLE>

                                      A-22
<PAGE>
                                                                         ANNEX B

                  SECOND RESTATED CERTIFICATE OF INCORPORATION
                                   ITURF INC.

    iTurf Inc. (the "Corporation"), a corporation organized and existing under
and by virtue of the General Corporation Law of the State of Delaware, does
hereby amend and restate the Certificate of Incorporation of the Corporation,
which was originally filed on August 7, 1997, under the name dELiA*s Interactive
Company, and amended and restated on April 6, 1999, under the name iTurf Inc.

    FIRST.  The name of the Corporation is:

        dELiA*s iTurf Inc.

    SECOND.  The address of the registered office of the Corporation in the
State of Delaware is Corporation Service Company, 1013 Centre Road, City of
Wilmington, County of New Castle, Delaware 19805. The name of its registered
agent at such address is Corporation Service Company.

    THIRD.  The purpose of the Corporation is to engage in any lawful act or
activity for which corporations may be organized under the General Corporation
Law of the State of Delaware as the same exists or may hereafter be amended
("Delaware Law").

    FOURTH.  Section 1.  CAPITAL STOCK.  (a) The total number of shares of stock
which the Corporation shall have authority to issue is 101,000,000, consisting
of 100,000,000 shares of Common Stock, par value $.01 per share (the "Common
Stock"), and 1,000,000 shares of Preferred Stock, par value $.01 per share (the
"Preferred Stock"). The Common Stock of the Corporation shall be divided into
two classes, consisting of Class A Common Stock and Class B Common Stock. The
Preferred Stock may be issued in one or more series having such designations as
may be fixed by the Board of Directors.

    (b) The Board of Directors is expressly authorized to provide for the issue
of all or any shares of the Common Stock and the Preferred Stock, to determine
the number of shares of each class and to fix for each class of Common Stock and
for any series of Preferred Stock such voting powers, full or limited, or no
voting powers, and such designations, preferences and relative, participating,
optional or other special rights, and such qualifications, limitations or
restrictions thereof, as shall be stated and expressed in the resolution or
resolutions adopted by the Board of Directors or a duly authorized committee
thereof providing for the issue of such series and as may be permitted by
Delaware Law.

    (c)  The number of authorized shares of any class or classes of stock may be
increased or decreased (but not below the number of shares thereof then
outstanding) by the affirmative vote of a majority of the Common Stock of the
Corporation irrespective of the provisions of Section 242(b)(2) of Delaware Law.

    Section 2.  COMMON STOCK.  (a) Issuance and Consideration. Any unissued or
treasury shares of the Common Stock may be issued for such consideration as may
be fixed in accordance with applicable law from time to time by the Board of
Directors.

    (b)  Dividends. Subject to the rights of holders of the Preferred Stock, the
holders of the Common Stock shall be entitled to receive, when and as declared
by the Board of Directors, out of the assets of the Corporation which are by law
available therefor, dividends payable either in cash, in property, or in shares
of stock and the holders of the Preferred Stock shall not be entitled to
participate in any such dividends (unless otherwise provided by the Board of
Directors in any resolution providing for the issue of a series of Preferred
Stock).

    (c)  Number of Shares. Of the 100,000,000 shares of Common Stock of the
Corporation, 87,500,000 shares are initially designated as shares of Class A
Common Stock and 12,500,000 shares are initially designated as shares of
Class B Common Stock. Subject to the rights of the holders of

                                      B-1
<PAGE>
Preferred Stock, the number of shares designated as Class A Common Stock or
Class B Common Stock may be increased or decreased from time to time by a
resolution or resolutions adopted by the Board of Directors or any duly
authorized committee thereof without the consent of the holders of any
outstanding shares of Common Stock or Preferred Stock.

    (d) Powers, Preferences, Etc. The following is a statement of the powers,
preferences, and relative participating, optional or other special rights and
qualifications, limitations and restrictions of the Class A Common Stock and
Class B Common Stock of the Corporation:

        (1) Except as otherwise set forth below in this ARTICLE FOURTH, the
    powers, preferences and relative participating, optional or other special
    rights and qualifications, limitations or restrictions of the Class A Common
    Stock and Class B Common Stock shall be identical in all respects.

        (2) Subject to the rights of the holders of Preferred Stock, and subject
    to any other provisions of this Second Restated Certificate of Incorporation
    (this "Restated Certificate of Incorporation"), holders of Class A Common
    Stock and Class B Common Stock shall be entitled to receive such dividends
    and other distributions in cash, stock of any corporation (other than Common
    Stock of the Corporation) or property of the Corporation as may be declared
    thereon by the Board of Directors from time to time out of assets or funds
    of the Corporation legally available therefor and shall share equally on a
    per share basis in all such dividends and other distributions. In the case
    of dividends or other distributions payable in Common Stock, including
    distributions pursuant to stock splits or divisions of Common Stock of the
    Corporation, only shares of Class A Common Stock shall be paid or
    distributed with respect to Class A Common Stock and only shares of Class B
    Common Stock shall be paid or distributed with respect to Class B Common
    Stock. The number of shares of Class A Common Stock and Class B Common Stock
    so distributed shall be equal in number on a per share basis. Neither the
    shares of Class A Common Stock nor the shares of Class B Common Stock may be
    reclassified, subdivided or combined unless such reclassification,
    subdivision or combination occurs simultaneously and in the same proportion
    for each class.

        (3) (A) At every meeting of the stockholders of the Corporation every
    holder of Class A Common Stock shall be entitled to one vote in person or by
    proxy for each share of Class A Common Stock standing in his or her name on
    the transfer books of the Corporation, and every holder of Class B Common
    Stock shall be entitled to six votes in person or by proxy for each share of
    Class B Common Stock standing in his or her name on the transfer books of
    the Corporation in connection with the election of directors and all other
    matters submitted to a vote of stockholders; provided, however, that with
    respect to any proposed conversion of the shares of Class B Common Stock
    into shares of Class A Common Stock pursuant to paragraph (d)(5)(B), every
    holder of a share of Common Stock, irrespective of class, shall have one
    vote in person or by proxy for each share of Common Stock standing in his or
    her name on the transfer books of the Corporation and provided, further,
    however, that, upon any transfer of the Class B Common Stock, or any
    Class A Common Stock into which Class B Common Stock may have been converted
    at any time on or after the date of this Restated Certificate of
    Incorporation, the Class B Common Stock, or Class A Common Stock, so
    transferred shall have no voting rights, unless such transfer is first
    approved by the affirmative vote of not less than a majority of the
    outstanding shares of the Corporation entitled to vote thereon, in which
    case the Class B Common Stock, or Class A Common Stock, so transferred shall
    retain its voting rights granted hereunder. Except as may be otherwise
    required by law or by this ARTICLE FOURTH, the holders of Class A Common
    Stock and Class B Common Stock shall vote together as a single class,
    subject to any voting rights which may be granted to holders of Preferred
    Stock, on all matters submitted to a vote of the holders of Common Stock.

        (B) Every reference in this Restated Certificate of Incorporation to a
    majority or other proportion of shares of Common Stock, Class A Common Stock
    or Class B Common Stock, shall

                                      B-2
<PAGE>
    refer to such majority or other proportion of the votes to which such shares
    of Common Stock, Class A Common Stock or Class B Common Stock are entitled.

        (4) In the event of any dissolution, liquidation or winding up of the
    affairs of the Corporation, whether voluntary or involuntary, after payment
    in full of the amounts required to be paid to the holders of Preferred
    Stock, the remaining assets and funds of the Corporation shall be
    distributed pro rata to the holders of Class A Common Stock and Class B
    Common Stock. For the purposes of this paragraph (d)(4), the voluntary sale,
    conveyance, lease, exchange or transfer (for cash, shares of stock,
    securities or other consideration) of all or substantially all of the assets
    of the Corporation or a consolidation or merger of the Corporation with one
    or more other corporations (whether or not the Corporation is the
    corporation surviving such consolidation or merger) shall not be deemed to
    be a liquidation, dissolution or winding up, voluntary or involuntary.

        (5) (A) Prior to the date on which shares of Class B Common Stock are
    issued to stockholders of dELiA*s Inc. or its successors ("dELiA*s") in a
    Tax-Free Spin-Off (as defined in paragraph (d)(5)(B)), each share of
    Class B Common Stock is convertible at the option of the holder thereof into
    one share of Class A Common Stock. At the time of a voluntary conversion,
    the holder of shares of Class B Common Stock shall deliver to the office of
    the Corporation or any transfer agent for the Class B Common Stock (i) the
    certificate or certificates representing the shares of Class B Common Stock
    to be converted, duly endorsed in blank or accompanied by proper instruments
    of transfer, and (ii) written notice to the Corporation stating that such
    holder elects to convert such share or shares and stating the name and
    address in which each certificate for shares of Class A Common Stock issued
    upon such conversion is to be issued. To the extent permitted by law and
    subject to the taking of any necessary action, such voluntary conversion
    shall be deemed to have been effected at the close of business on the date
    when such delivery is made to the Corporation or such transfer agent of the
    shares to be converted, and the person exercising such voluntary conversion
    shall be deemed to be the holder of record of the number of shares of
    Class A Common Stock issuable upon such conversion at such time. The
    Corporation shall promptly deliver certificates evidencing the appropriate
    number of shares of Class A Common Stock to such person.

        (B) Each share of Class B Common Stock shall automatically convert into
    one share of Class A Common Stock upon the transfer of such share if, after
    such transfer, such share is not beneficially owned by dELiA*s or any of its
    subsidiaries (except a "Strategic Partner," as defined below), unless such
    transfer is effected in connection with a transfer of Class B Common Stock
    to stockholders of dELiA*s as a dividend intended to be on a tax-free basis
    under the Internal Revenue Code of 1986, as amended from time to time (the
    "Code") (a "Tax-Free Spin-Off"). For purposes of this paragraph (d)(5) and
    ARTICLES SEVENTH and NINTH, (i) the term "beneficially owned" with respect
    to shares of Class B Common Stock means ownership by a person who, directly
    or indirectly, through any contract, arrangement, understanding,
    relationship or otherwise controls the voting power (which includes the
    power to vote or to direct the voting of) of such Class B Common Stock, and
    (ii) the term "Strategic Partner" means any entity, or group of affiliated
    entities, acquiring Class B Common Stock constituting, in the aggregate, at
    least 10% of the outstanding common stock and which, in the good faith
    judgment of the Board of Directors of the Corporation by the affirmative
    vote of a majority of directors who are not directors, officers of the
    beneficial owners of five percent or more of the outstanding voting
    securities of dELiA*s is considered to constitute a strategic alliance in
    the best interests of the Corporation and its stockholders. In the event of
    a Tax-Free Spin-Off, shares of Class B Common Stock shall automatically
    convert into shares of Class A Common Stock on the fifth anniversary of the
    date on which shares of Class B Common Stock are first transferred to
    stockholders of dELiA*s in a Tax-Free Spin-Off unless, prior to such
    Tax-Free Spin-Off, dELiA*s delivers to the Corporation an opinion of dELiA*s
    counsel (which counsel shall be reasonably satisfactory to the

                                      B-3
<PAGE>
    Corporation) to the effect that such conversion would preclude dELiA*s from
    obtaining a favorable ruling from the Internal Revenue Service that the
    distribution would be a Tax-Free Spin-Off under the Code. If such an opinion
    is received, approval of such conversion shall be submitted to a vote of the
    holders of the Common Stock as soon as practicable after the fifth
    anniversary of the Tax-Free Spin-Off unless dELiA*s delivers to the
    Corporation an opinion of dELiA*s counsel (which counsel shall be reasonably
    satisfactory to the Corporation) prior to such anniversary to the effect
    that such vote would adversely affect the status of the Tax-Free Spin-Off.
    At the meeting of stockholders called for such purpose, every holder of
    Common Stock shall be entitled to one vote in person or by proxy for each
    share of Common Stock standing in his or her name on the transfer books of
    the Corporation. Approval of such conversion shall require the approval of a
    majority of the votes entitled to be cast by the holders of the Class A
    Common Stock and Class B Common Stock present and voting, voting together as
    a single class, and the holders of the Class B Common Stock shall not be
    entitled to a separate class vote. Such conversion shall be effective on the
    date on which such approval is given at a meeting of stockholders called for
    such purpose.

        Each share of Class B Common Stock beneficially owned by any person
    shall automatically convert into one share of Class A Common Stock if a
    Tax-Free Spin-Off has not occurred and the number of shares of Class B
    Common Stock beneficially owned by such person is or becomes less than
    10 percent of the aggregate number of shares of Class A Common Stock and
    Class B Common Stock then outstanding.

        The Corporation shall at all times reserve and keep available, free from
    preemptive rights, out of the aggregate of its authorized but unissued
    Common Stock and its issued Common Stock held in its treasury for the
    purpose of effecting any conversion of the Class B Common Stock pursuant to
    this paragraph (d)(5), the full number of shares of Class A Common Stock
    then deliverable upon any such conversion of all outstanding shares of
    Class B Common Stock.

        The Corporation will provide notice of any automatic conversion of
    shares of Class B Common Stock to holders of record of the Common Stock not
    less than 30 nor more than 60 days prior to the date fixed for such
    conversion; provided, however, that if the timing or nature of the
    effectiveness of an automatic conversion makes it impracticable to provide
    at least 30 days' notice, the Corporation shall provide such notice as soon
    as practicable. Such notice shall be provided by mailing notice of such
    conversion first class postage prepaid, to each holder of record of the
    Common Stock, at such holder's address as it appears on the transfer books
    of the Corporation; provided, however, that no failure to give such notice
    nor any defect therein shall affect the validity of the automatic conversion
    of any shares of Class B Common Stock. Each such notice shall state, as
    appropriate, the following:

        (i) the automatic conversion date;

        (ii) the number of outstanding shares of Class B Common Stock that are
             to be converted automatically;

       (iii) the place or places where certificates for such shares are to be
             surrendered for conversion; and

        (iv) that no dividends will be declared on the shares of Class B Common
             Stock converted after such conversion date.

        Immediately upon such conversion, the rights of the holders of shares of
    Class B Common Stock as such shall cease and such holders shall be treated
    for all purposes as having become the record owners of the shares of
    Class A Common Stock issuable upon such conversion; provided, however, that
    such persons shall be entitled to receive when paid any dividends declared
    on the

                                      B-4
<PAGE>
    Class B Common Stock as of a record date preceding the time of such
    conversion and unpaid as of the time of such conversion.

        As promptly as practicable after the time of conversion, upon the
    delivery to the Corporation of certificates formerly representing shares of
    Class B Common Stock, the Corporation shall deliver or cause to be
    delivered, to or upon the written order of the record holder of the
    surrendered certificates formerly representing shares of Class B Common
    Stock, a certificate or certificates representing the number of fully paid
    and nonassessable shares of Class A Common Stock into which the shares of
    Class B Common Stock formerly represented by such certificates have been
    converted in accordance with the provisions of this paragraph (d)(5).

        (C) The Corporation will pay any and all documentary, stamp or similar
    issue or transfer taxes payable in respect of the issue or delivery of
    shares of one class of Common Stock on the conversion of shares of the other
    class of Common Stock pursuant to this paragraph (d)(5); provided, however,
    that the Corporation shall not be required to pay any tax which may be
    payable in respect of any registration of transfer involved in the issue or
    delivery of shares of one class of Common Stock in a name other than that of
    the registered holder of the other class of Common Stock converted, and no
    such issue or delivery shall be made unless and until the person requesting
    such issue has paid to the Corporation the amount of any such tax or has
    established, to the satisfaction of the Corporation, that such tax has been
    paid.

        (D) Concurrently with any conversion of Class B Common Stock into
    Class A Common Stock effected pursuant to paragraph (d)(5)(A) and
    (B) above, each share of Class B Common Stock that is converted (i) shall be
    retired and canceled and shall not be reissued and (ii) shall proportionally
    decrease the number of shares of Class B Common Stock designated hereby. The
    Secretary of the Corporation shall be, and hereby is, authorized and
    directed to file with the Secretary of State of the State of Delaware one or
    more Certificates of Decrease of Designated Shares to record any such
    decrease in designated shares of Common Stock. No undesignated shares of
    Common Stock shall be designated shares of Class B Common Stock following an
    automatic conversion of shares of Class B Common Stock pursuant to
    paragraph (d)(5)(B) above.

    Section 3.  PREFERRED STOCK.  (a) Series and Limits of Variations between
Series. Any unissued or treasury shares of the Preferred Stock may be issued
from time to time in one or more series for such consideration as may be fixed
from time to time by the Board of Directors and each share of a series shall be
identical in all respects with the other shares of such series, except that, if
the dividends thereon are cumulative, the date from which they shall be
cumulative may differ. Before any shares of Preferred Stock of any particular
series shall be issued, a certificate shall be filed with the Secretary of State
of Delaware setting forth the designation, rights, privileges, restrictions, and
conditions to be attached to the Preferred Stock of such series and such other
matters as may be required, and the Board of Directors shall fix and determine,
and is hereby expressly empowered to fix and determine, in the manner provided
by law, the particulars of the shares of such series (so far as not inconsistent
with the provisions of this ARTICLE FOURTH applicable to all series of Preferred
Stock), including, but not limited to, the following:

        (1) the distinctive designation of such series and the number of shares
    which shall constitute such series, which number may be increased (except
    where otherwise provided by the Board of Directors in creating such series)
    or decreased (but not below the number of shares thereof then outstanding)
    from time to time by like action of the Board of Directors;

        (2) the annual rate of dividends payable on shares of such series, the
    conditions upon which such dividends shall be payable and the date from
    which dividends shall be cumulative in the event the Board of Directors
    determines that dividends shall be cumulative;

                                      B-5
<PAGE>
        (3) whether such series shall have voting rights, in addition to the
    voting rights provided by law and, if so, the terms of such voting rights;

        (4) whether such series shall have conversion privileges and, if so, the
    terms and conditions of such conversion, including, but not limited to,
    provision for adjustment of the conversion rate upon such events and in such
    manner as the Board of Directors shall determine;

        (5) whether or not the shares of such series shall be redeemable and, if
    so, the terms and conditions of such redemption, including the date or dates
    upon or after which they shall be redeemable, and the amount per share
    payable in case of redemption, which amount may vary under different
    conditions and at different redemption dates;

        (6) whether such series shall have a sinking fund for the redemption or
    purchase of shares of that series and, if so, the terms and amount of such
    sinking fund;

        (7) the rights of the shares of such series in the event of voluntary or
    involuntary liquidation, dissolution or winding up of the Corporation, and
    the relative rights of priority, if any, of payment of shares of that
    series; and

        (8) any other relative rights, preferences and limitations of such
    series.

    Section 4.  NO PREEMPTIVE RIGHTS.  Except as otherwise set forth above in
this ARTICLE FOURTH, no holder of shares of this Corporation of any class shall
be entitled, as such, as a matter of right, to subscribe for or purchase shares
of any class now or hereafter authorized, or to purchase or subscribe for
securities convertible into or exchangeable for shares of the Corporation or to
which there shall be attached or appertain any warrants or rights entitling the
holders thereof to purchase or subscribe for shares.

    FIFTH.  Section 1.  AMENDMENT OF BYLAWS BY DIRECTORS.  In furtherance and
not in limitation of the powers conferred by statute, the Board of Directors is
expressly authorized to make, repeal, alter, amend and rescind the bylaws of the
Corporation.

    Section 2.  AMENDMENT OF BYLAWS BY THE STOCKHOLDERS.  The bylaws shall not
be made, repealed, altered, amended or rescinded by the stockholders of the
Corporation except by the vote of not less than 75 percent of the outstanding
shares of the Corporation entitled to vote thereon. Any amendment to the
Certificate of Incorporation which shall contravene any bylaw in existence on
the record date of the stockholders meeting at which such amendment is to be
voted upon by the stockholders shall require the vote of not less than
75 percent of the outstanding shares entitled to vote thereon.

    SIXTH.  Section 1.  CLASSIFIED BOARD.  Effective immediately upon the
issuance of more than 1,000 shares of Common Stock of the Corporation, the Board
of Directors (exclusive of directors to be elected by the holders of any one or
more series of Preferred Stock voting separately as a class or classes) shall be
divided into three classes, Class A, Class B, and Class C. The number of
directors in each class shall be the whole number contained in the quotient
arrived at by dividing the authorized number of directors by three, and if a
fraction is also contained in such quotient, then if such fraction is one-third,
the extra director shall be a member of Class A and if the fraction is two
thirds, one of the extra directors shall be a member of Class A and the other
shall be a member of Class B. Each director shall serve for a term ending on the
date of the third annual meeting following the annual meeting at which such
director was elected; provided, however, that the directors first elected to
Class A shall serve for a term ending on the date of the annual meeting next
following the end of the calendar year 1999, the directors first elected to
Class B shall serve for a term ending on the date of the annual meeting next
following the end of the calendar year 2000, and the directors first elected to
Class C shall serve for a term ending on the date of the annual meeting next
following the end of the calendar year 2001. Notwithstanding the foregoing
formula provisions, in the event that, as a result of any change in the
authorized number of directors, the number of directors in any class would
differ

                                      B-6
<PAGE>
from the number allocated to that class under the formula provided in this
ARTICLE SIXTH immediately prior to such change, the following rules shall
govern:

        (a) each director then serving as such shall nevertheless continue as a
    director of the class of which such director is a member until the
    expiration of his current term, or his prior death, resignation or removal;

        (b) at each subsequent election of directors, even if the number of
    directors in the class whose term of office then expires is less than the
    number then allocated to that class under said formula, the number of
    directors then elected for membership in that class shall not be greater
    than the number of directors in that class whose term of office then
    expires, unless and to the extent that the aggregate number of directors
    then elected plus the number of directors in all classes then duly
    continuing in office does not exceed the then authorized number of directors
    of the Corporation;

        (c) at each subsequent election of directors, if the number of directors
    in the class whose term of office then expires exceeds the number then
    allocated to that class under said formula, the Board of Directors shall
    designate one or more of the directorships then being elected as directors
    of another class or classes in which the number of directors then serving is
    less than the number then allocated to such other class or classes under
    said formula;

        (d) in the event of the death, resignation or removal of any director
    who is a member of a class in which the number of directors serving
    immediately preceding the creation of such vacancy exceeded the number then
    allocated to that class under said formula, the Board of Directors shall
    designate the vacancy thus created as a vacancy in another class in which
    the number of directors then serving is less than the number then allocated
    to such other class under said formula;

        (e) in the event of any increase in the authorized number of directors,
    the newly created directorships resulting from such increase shall be
    apportioned by the Board of Directors to such class or classes as shall, so
    far as possible, bring the composition of each of the classes into
    conformity with the formula in this ARTICLE SIXTH, as it applies to the
    number of directors authorized immediately following such increase; and

        (f) designation of directorships or vacancies into other classes and
    apportionments of newly created directorships to classes by the Board of
    Directors under the foregoing items (c), (d) and (e) shall, so far as
    possible, be effected so that the class whose term of office is due to
    expire next following such designation or apportionment shall contain the
    full number of directors then allocated to said class under said formula.

    Notwithstanding any of the foregoing provisions of this ARTICLE SIXTH, each
director shall serve until his successor is elected and qualified or until his
death, resignation or removal.

    Section 2.  ELECTION BY HOLDERS OF PREFERRED STOCK.  During any period when
the holders of any Preferred Stock or any one or more series thereof, voting as
a class, shall be entitled to elect a specified number of directors, by reason
of dividend arrearages or other provisions giving them the right to do so, then
and during such time as such right continues (i) the then otherwise authorized
number of directors shall be increased by such specified number of directors,
and the holders of such Preferred Stock or such series thereof, voting as a
class, shall be entitled to elect the additional directors so provided for,
pursuant to the provisions of such Preferred Stock or series; (ii) each such
additional director shall serve for such term, and have such voting powers, as
shall be stated in the provisions pertaining to such Preferred Stock or series;
and (iii) whenever the holders of any such Preferred Stock or series thereof are
divested of such rights to elect a specified number of directors, voting as a
class, pursuant to the provisions of such Preferred Stock or series, the terms
of office of all directors elected by the holders of such Preferred Stock or
series, voting as a class pursuant to such provisions or elected to fill any
vacancies resulting from the death, resignation or removal of directors

                                      B-7
<PAGE>
so elected by the holders of such Preferred Stock or series, shall forthwith
terminate and the authorized number of directors shall be reduced accordingly.

    Section 3.  BALLOTS.  Elections of directors at an annual or special meeting
of stockholders need not be by written ballot unless the bylaws of the
Corporation shall provide otherwise.

    Section 4.  ELIMINATION OF CERTAIN PERSONAL LIABILITY OF DIRECTORS.  A
director of this Corporation shall not be personally liable to the Corporation
or its stockholders for monetary damages for breach of any fiduciary duty as a
director to the fullest extent permitted by Delaware Law.

    SEVENTH.  Section 1.  MEETINGS.  Unless otherwise prescribed by law or this
Restated Certificate of Incorporation, special meetings of stockholders may be
held at any time on call of the Chairman of the Board of Directors, a Vice
Chairman of the Board of Directors, the President or, at the request in writing
of a majority of the Board of Directors, any officer.

    Section 2.  ACTION BY WRITTEN CONSENT.  Any corporate action required to be
taken at any annual or special meeting of stockholders of the Corporation, or
any corporate action that may be taken at any annual or special meeting of the
stockholders, may be taken without a meeting, without prior notice and without a
vote, if a consent or consents in writing, setting forth the corporate action so
taken, shall be signed by the holders of outstanding stock having not less than
the minimum number of votes that would be necessary to authorize or take such
action at a meeting at which all shares entitled to vote thereon were present
and voted and shall be delivered to the Corporation by delivery to its
registered office in Delaware (either by hand or by certified or registered
mail, return receipt requested), its principal place of business, or an officer
or agent of the Corporation having custody of the book in which proceedings of
meetings of stockholders are recorded; provided, however, that on and after the
date on which none of dEliA*s, any of its subsidiaries, any Strategic Partner or
Stephen I. Kahn beneficially owns in the aggregate 50 percent or more of the
total voting power of all classes of outstanding Common Stock, any corporate
action required to be taken at any annual or special meeting of the
stockholders, or any corporate action which may be taken at any annual or
special meeting of the stockholders, may be taken only at a duly called annual
or special meeting of stockholders and may not be taken by written consent of
the stockholders in lieu of such meeting. So long as stockholders are entitled
to consent to corporate action in writing without a meeting in accordance with
this ARTICLE SEVENTH, every written consent shall bear the date of signature of
each stockholder who signs the consent and no written consent shall be effective
to take the corporate action referred to therein unless, within sixty (60) days
of the date the earliest dated consent is delivered to the Corporation, a
written consent or consents signed by a sufficient number of holders to take
action are delivered to the Corporation in the manner prescribed in this ARTICLE
SEVENTH.

    EIGHTH.  Section 1.  AMENDMENT OF CERTAIN ARTICLES.  The provisions set
forth in this ARTICLE EIGHTH and in ARTICLES FIFTH, SIXTH, Section 1, SEVENTH
and NINTH may not be amended, altered, changed, or repealed in any respect
unless such amendment, alteration, change or repealing is approved by the
affirmative vote of not less than 75 percent of the outstanding shares of the
Corporation entitled to vote thereon; provided that with respect to any proposed
amendment, alteration or change to this Restated Certificate of Incorporation,
or repealing of any provision of this Restated Certificate of Incorporation,
which would amend, alter or change the powers, preferences or special rights of
the shares of Class A Common Stock or Class B Common Stock so as to affect them
adversely, the affirmative vote of not less than 75 percent of the outstanding
shares affected by the proposed amendment, voting as a separate class, shall be
required in addition to the vote otherwise required pursuant to this ARTICLE
EIGHTH.

    Section 2.  AMENDMENTS GENERALLY.  Subject to the provisions of Section 1 of
this ARTICLE EIGHTH, the Corporation reserves the right to amend, alter, change
or repeal any provision contained in this Restated Certificate of Incorporation,
in the manner now or hereafter prescribed by statute, and all rights conferred
on stockholders herein are granted subject to this reservation.

                                      B-8
<PAGE>
    NINTH  Section 1.  In anticipation that the Corporation will cease to be a
wholly owned subsidiary of dELiA*s, but that dELiA*s will remain a stockholder
of the Corporation, and in anticipation that the Corporation and dELiA*s may
engage in the same or similar activities or lines of business and have an
interest in the same areas of corporate opportunities, and in recognition of
(i) the benefits to be derived by the Corporation through its continued
contractual, corporate and business relations with dELiA*s (including service of
officers and directors of dELiA*s as officers and directors of the Corporation)
and (ii) the difficulties attendant to any director, who desires and endeavors
fully to satisfy such director's fiduciary duties, in determining the full scope
of such duties in any particular situation, the provisions of this ARTICLE NINTH
are set forth to regulate, define and guide the conduct of certain affairs of
the Corporation as they may involve dELiA*s and its officers and directors, and
the powers, rights, duties and liabilities of the Corporation and its officers,
directors and stockholders in connection therewith.

    Section 2.  The Corporation and dELiA*s may agree upon a method for
allocating business opportunities between them. Subject to and except as
provided in any such agreement:

        (a) dELiA*s shall not have a duty to refrain from engaging directly or
    indirectly in the same or similar business activities or lines of business
    as the Corporation;

        (b) neither dELiA*s nor any officer or director thereof shall be liable
    to the Corporation or its stockholders for breach of any fiduciary duty by
    reason of any such activities of dELiA*s or of such person's participation
    therein;

        (c) in the event that dELiA*s acquires knowledge of a potential
    transaction or matter that may be a corporate opportunity for both dELiA*s
    and the Corporation, dELiA*s shall have no duty to communicate or offer such
    corporate opportunity to the Corporation and shall not be liable to the
    Corporation or its stockholders for breach of any fiduciary duty as a
    stockholder of the Corporation or controlling person of a stockholder by
    reason of the fact that dELiA*s pursues or acquires such corporate
    opportunity for itself, directs such corporate opportunity to another person
    or entity, or does not communicate information regarding, or offer, such
    corporate opportunity to the Corporation.

    Section 3.  Subject to any agreement pursuant to Section 2 of this ARTICLE
NINTH, in the event that a director, officer or employee of the Corporation who
is also a director, officer or employee of dELiA*s acquires knowledge of a
potential transaction or matter that may be a corporate opportunity for the
Corporation and dELiA*s (whether such potential transaction or matter is
proposed by a third party or is conceived of by such director, officer or
employee of the Corporation), such director, officer or employee shall be
entitled to offer such corporate opportunity to the Corporation or dELiA*s as
such director, officer or employee deems appropriate under the circumstances in
his sole discretion, and no such director, officer or employee shall be liable
to the Corporation or its stockholders for breach of any fiduciary duty or duty
of loyalty or failure to act in (or not opposed to) the best interests of the
Corporation or the derivation of any improper personal benefit by reason of the
fact that (i) such director, officer or employee offered such corporate
opportunity to dELiA*s (rather than the Corporation) or did not communicate
information regarding such corporate opportunity to the Corporation or
(ii) dELiA*s pursues or acquires such corporate opportunity for itself or
directs such corporate opportunity to another person or does not communicate
information regarding such corporate opportunity to the Corporation.

    Section 4.  Any person or entity purchasing or otherwise acquiring any
interest in any shares of capital stock of the Corporation shall be deemed to
have notice of and to have consented to the provisions of this ARTICLE NINTH and
the contractual provisions provided for in this ARTICLE NINTH.

                                      B-9
<PAGE>
    Section 5.  For purposes of this ARTICLE NINTH only, (i) the term
"Corporation" shall mean the Corporation and all corporations, partnerships,
joint ventures, associations and other entities in which the Corporation
beneficially owns (directly or indirectly) 50 percent or more of the outstanding
voting stock, voting power or similar voting interests, and (ii) the term
"dELiA*s" shall mean dELiA*s and all corporations, partnerships, joint ventures,
associations and other entities (other than the Corporation, defined in
accordance with clause (i) of this Section 5) in which dELiA*s beneficially owns
(directly or indirectly) 50 percent or more of the outstanding voting stock,
voting power or similar voting interests.

    Section 6.  Notwithstanding anything in this Certificate of Incorporation to
the contrary, the foregoing provisions of this ARTICLE NINTH shall expire on the
date that dELiA*s ceases to own beneficially Common Stock representing at least
10 percent of the aggregate number of outstanding shares of Class A Common Stock
and Class B Common Stock of the Corporation and no person who is a director or
officer of the Corporation is also a director or officer of dELiA*s. Neither the
alteration, amendment, change or repeal of any provision of this ARTICLE NINTH
nor the adoption of any provision of this Restated Certificate of Incorporation
inconsistent with any provision of this ARTICLE NINTH shall eliminate or reduce
the effect of this ARTICLE NINTH in respect of any matter occurring, or any
cause of action, suit or claim that, but for this ARTICLE NINTH, would accrue or
arise, prior to such alteration, amendment, repeal or adoption.

    Section 7.  The provisions of this ARTICLE NINTH are in addition to the
provisions of ARTICLE SIXTH, Section 5.

    IN WITNESS WHEREOF, this Restated Certificate of Incorporation, having been
duly adopted by the stockholders of the Corporation in accordance with the
provisions of Sections 242 and 245 of the General Corporation Law of the State
of Delaware, has been executed this       day of             , 2000.

                                        iTurf Inc.

                                        By:
                                        ----------------------------------------
                                        Name: Alex S. Navarro
                                        Title: Secretary

                                      B-10
<PAGE>
                                                                         ANNEX C

August 16, 2000

The Special Committee of the Board of Directors
iTurf Inc.
c/o Douglas Platt, Chairman
One Battery Park Plaza
New York, New York 10004

The Board of Directors of iTurf Inc.
One Battery Park Plaza
New York, New York 10004

Members of the Special Committee and the Board:

    You have requested our opinion as to the fairness, from a financial point of
view, to the holders of Class A Common Stock of iTurf Inc. (the "Company"),
other than dELiA*s Inc. ("Delias"), Stephen Kahn and any affiliate thereof, of
the Exchange Ratio (as defined in the Agreement hereafter referred to) pursuant
to an Agreement and Plan of Merger (the "Agreement") among the Company, Delias
and iTurf Breakfast Corp. ("Acquisition"), a wholly owned subsidiary of the
Company. The Agreement provides for the merger (the "Transaction") of Delias
into Acquisition in which shares of common stock of Delias outstanding will be
converted and exchanged for Class A Common Stock of the Company.

    U.S. Bancorp Piper Jaffray Inc., as a customary part of its investment
banking business, is engaged in the valuation of businesses and their securities
in connection with mergers and acquisitions, underwriting and secondary
distributions of securities, private placements and valuations for estate,
corporate and other purposes. We have acted as financial advisor to the Special
Committee in connection with the Agreement and will receive a fee for services
which is contingent upon consummation of the Transaction. We will also receive a
fee for providing this opinion. This opinion fee is not contingent upon the
consummation of the Transaction. The Company has also agreed to indemnify us
against certain liabilities in connection with our services. U.S. Bancorp Piper
Jaffray makes a market in Company and Delias common stock and provides research
coverage on Company and Delias common stock. In the ordinary course of our
business, we and our affiliates may actively trade securities of the Company and
Delias for our own account or the account of our customers and, accordingly, may
at any time hold a long or short position in such securities.

    In arriving at our opinion, we have undertaken such review, analyses and
inquiries as we deemed necessary and appropriate under the circumstances. Among
other things, we have reviewed (i) the draft dated August 15, 2000 of the
Agreement, (ii) certain financial, operating and business information related to
Delias, (iii) certain internal financial information of Delias on a stand-alone
basis prepared for financial planning purposes and furnished by the management
of Delias, (iv) certain publicly available market and securities data of Delias,
(v) to the extent publicly available, financial terms of certain acquisition
transactions deemed relevant to the Transaction and selected public companies
deemed comparable to various business lines of Delias and the Company, (vi)
certain financial, operating and business information relative to the Company,
(vii) certain internal financial information of the Company on a stand-alone
basis and as a combined company with Delias, prepared by the Company management
for financial planning purposes and furnished by the management of the Company,
and (viii) certain publicly available market and securities data of the Company.
We had

                                      C-1
<PAGE>
discussions with members of the management of the Company and Delias concerning
the financial condition, current operating results and business outlook for both
the Company and Delias on a stand-alone basis and the combined company resulting
from the Transaction and the plans relating to such combined company.

    We have relied upon and assumed the accuracy, completeness and fairness of
the financial statements and other information provided to us by the Company,
Delias or otherwise made available to us, and have not assumed responsibility
for the independent verification of such information. We have relied upon the
assurances of the managements of the Company and Delias that the information
provided to us as set forth above by the Company and Delias has been prepared on
a reasonable basis, and, with respect to financial planning data and other
business outlook information, reflects the best currently available estimates,
and that they are not aware of any information or facts that would make the
information provided to us incomplete or misleading.

    We have also assumed that the Transaction contemplated by the Agreement will
constitute a "reorganization" within the meaning of Section 368(a) of the
Internal Revenue Code and that the Transaction will be treated as a purchase for
accounting purposes. In addition, in arriving at our opinion, we have assumed
that, in the course of obtaining the necessary regulatory approvals for the
Transaction, no restrictions, including any divestiture requirements, will be
imposed that would have a material adverse effect on the contemplated benefits
of the Transaction.

    In arriving at our opinion, we have not performed any appraisals or
valuations of any specific assets or liabilities of the Company or Delias, and
have not been furnished with any such appraisals or valuations. We express no
opinion regarding the liquidation value of any entity. We were not asked to and
accordingly did not solicit or review alternative business combination
transactions or other strategic alternatives to the Transaction. We express no
view as to, and our opinion does not address, the relative merits of the
Transaction as compared to any alternative business strategies or the effect of
any other transaction in which the Company might engage, including, without
limitation, a transaction which may result in a change of control of the Company
affecting the holders of any class of capital stock of the Company.

    This opinion is necessarily based upon the information available to us and
facts and circumstances as they exist and are subject to evaluation on the date
hereof; events occurring after the date hereof could materially affect the
assumptions used in preparing this opinion. We are not expressing any opinion
herein as to the price at which shares of any class of Company common stock have
traded or may trade at any future time. We have not undertaken to reaffirm or
revise this opinion or otherwise comment upon any events occurring after the
date hereof and do not have any obligation to update, revise or reaffirm this
opinion.

    This opinion is directed to the Special Committee and the Board and is not
intended to be and does not constitute a recommendation to any stockholder of
the Company. We were not requested to opine as to, and this opinion does not
address, the basic business decision to proceed with or effect the Transaction.
This opinion shall not be published or otherwise used, nor shall any public
references to us be made without our prior written approval.

    Based upon and subject to the foregoing and based upon such other factors as
we consider relevant, it is our opinion that the proposed Exchange Ratio in the
Transaction pursuant to the Agreement is fair, from a financial point of view,
to the holders of Class A Common Stock of the Company (other than Delias,
Stephen Kahn or any affiliate thereof) as of the date hereof.

Sincerely,

/s/ U.S. BANCORP PIPER JAFFRAY INC.

U.S. BANCORP PIPER JAFFRAY INC.

                                      C-2
<PAGE>
                                                                         ANNEX D

August 16, 2000

Board of Directors
dELiA*s Inc.
435 Hudson Street
New York, NY 10004

Members of the Board:

    You have requested our opinion as to the fairness, from a financial point of
view, to the independent, unaffiliated holders of common stock, par value $0.01
per share ("dELiA*s Inc. Common Stock"), of dELiA*s Inc. ("dELiA*s"), of the
consideration to be received by such holders in connection with the proposed
merger (the "Merger") of dELiA*s with iTurf Breakfast Corp. ("Sub"), a wholly
owned subsidiary of iTurf, Inc. ("iTurf"), pursuant to an Agreement and Plan of
Merger, dated as of August 16, 2000 (the "Merger Agreement"), among iTurf, Sub
and dELiA*s. Upon the effectiveness of the Merger, each issued and outstanding
share of dELiA*s Common Stock (other than shares owned by iTurf or dELiA*s) will
be converted into and represent the right to receive 1.715 (the "Exchange
Ratio") shares of the common stock, par value $0.01 per share ("iTurf Common
Stock"), of iTurf.

    In connection with rendering our opinion, we have reviewed certain publicly
available information concerning dELiA*s and iTurf and certain other financial
information concerning dELiA*s and iTurf, including financial forecasts, that
were provided to us by dELiA*s and iTurf, respectively. We have discussed the
past and current business operations, financial condition and prospects of
dELiA*s and iTurf with certain officers and employees of dELiA*s and iTurf,
respectively. We have also considered such other information, financial studies,
analyses, investigations and financial, economic and market criteria that we
deemed relevant.

    In our review and analysis and in arriving at our opinion, we have assumed
and relied upon the accuracy and completeness of the information reviewed by us
for the purpose of this opinion and we have not assumed any responsibility for
independent verification of such information. With respect to the financial
forecasts of dELiA*s and iTurf, we have been advised by the respective
managements of dELiA*s and iTurf that forecasts for 2000, 2001 and 2002 have
been reasonably prepared on bases reflecting the best currently available
estimates and judgements of the respective managements, and we express no
opinion with respect to such forecasts or the assumptions on which they are
based. We have also been advised by the respective managements of dELiA*s and
iTurf that the assumptions relating to the projected financial performance of
dELiA*s and iTurf for 2003 and 2004 that were provided to us by the respective
managements of dELiA*s and iTurf and from which the forecasts for 2003 and 2004
were derived, reflect the best currently available estimates and judgements of
the respective managements of dELiA*s and iTurf, and we express no opinion with
respect to such assumptions. We also express no opinion on the assumptions of
the management of dELiA*s regarding the proceeds from the sale of the TSI
Soccer, Storybook Heirlooms and Droog businesses and the allocation of such
proceeds. We have not assumed any responsibility for any independent evaluation
or appraisal of any of the assets (including properties and facilities) or
liabilities of dELiA*s or iTurf.

    Our opinion is necessarily based upon conditions as they exist and can be
evaluated on the date hereof. Our opinion as expressed below does not imply any
conclusion as to the likely trading range for iTurf Common Stock following the
consummation of the Merger, which may vary depending upon,

                                      D-1
<PAGE>
among other factors, changes in interest rates, dividend rates, market
conditions, general economic conditions and other factors that generally
influence the price of securities. Our opinion does not address dELiA*s's
underlying business decision to effect the Merger, and we express no view on the
effect on dELiA*s of the Merger and related transactions. Our opinion is
directed only to the fairness, from a financial point of view, of the Exchange
Ratio to the holders of dELiA*s Common Stock and does not constitute a
recommendation concerning how holders of dELiA*s Common Stock should vote with
respect to the Merger Agreement or the Merger.

    We have acted as financial advisor to the Board of Directors of dELiA*s in
connection with the Merger and will receive a fee for our services, a portion of
which is payable upon initial delivery of this fairness opinion and the
remainder of which is contingent upon consummation of the Merger. In the
ordinary course of business, we and our affiliates may actively trade the
securities of dELiA*s and iTurf for our own account and for the accounts of
customers and, accordingly, may at any time hold a long or short position in
such securities. We and our affiliates (including Citigroup Inc.) may have other
business relationships with dELiA*s or iTurf in the ordinary course of their
businesses.

    Based upon and subject to the foregoing, it is our opinion that, as of the
date hereof, the Exchange Ratio is fair to the holders of dELiA*s Common Stock
(other than iTurf, the parties to the Family Stockholders Agreement dated
November 30, 1996, and members of the respective managements of iTurf and
dELiA*s who have an equity interest in both iTurf and dELiA*s) from a financial
point of view.

                                          Very truly yours,

                                          /s/ Salomon Smith Barney Inc.

                                          SALOMON SMITH BARNEY INC.

                                      D-2
<PAGE>
                                                                         ANNEX E

                                   ITURF INC.
                              AMENDED AND RESTATED
                           1999 STOCK INCENTIVE PLAN
            (PROPOSED AMENDMENT TO SECTION 4.1 IS SHOWN IN ITALICS)
<PAGE>
                                   ITURF INC.
                 AMENDED AND RESTATED 1999 STOCK INCENTIVE PLAN

                                   ARTICLE I.
                                    PURPOSE

    The purpose of this iTurf Inc. 1999 Stock Incentive Plan, (the "Plan"), is
to enhance the profitability and value of iTurf Inc. (the "Company") for the
benefit of its stockholders by enabling the Company (i) to offer employees and
Consultants of the Company and its Subsidiaries stock based incentives and other
equity interests in the Company, thereby creating a means to raise the level of
stock ownership by employees and Consultants in order to attract, retain and
reward such individuals and strengthen the mutuality of interests between such
individuals and the Company's stockholders and (ii) to make equity based awards
to non-employee directors thereby attracting, retaining and rewarding such
non-employee directors and strengthening the mutuality of interests between
non-employee directors and the Company's stockholders.

                                  ARTICLE II.
                                  DEFINITIONS

    For purposes of this Plan, the following terms shall have the following
meanings:

    2.1.  "AWARD" shall mean any award under this Plan of any Stock Option,
Stock Appreciation Right or Restricted Stock. All Awards shall be confirmed by,
and subject to the terms of, a written agreement executed by the Company and the
Participant.

    2.2.  "BOARD" shall mean the Board of Directors of the Company.

    2.3.  "CAUSE" shall mean, with respect to a Participant's Termination of
Employment or Termination of Consultancy, unless otherwise determined by the
Committee at grant, or, if no rights of the Participant are reduced, thereafter,
termination due to a Participant's dishonesty, fraud, insubordination, willful
misconduct, refusal to perform services (for any reason other than illness or
incapacity) or materially unsatisfactory performance of his or her duties for
the Company as determined by the Committee in its sole discretion. With respect
to a Participant's Termination of Directorship, Cause shall mean an act or
failure to act that constitutes "cause" for removal of a director under
applicable Delaware law.

    2.4.  "CHANGE IN CONTROL" shall have the meaning set forth in Article XI.

    2.5.  "CODE" shall mean the Internal Revenue Code of 1986, as amended. Any
reference to any section of the Code shall also be a reference to any successor
provision.

    2.6.  "COMMITTEE" shall mean a committee of the Board appointed from time to
time by the Board. Solely to the extent required under Rule 16b-3 and
Section 162(m) of the Code, such committee shall consist of two or more
non-employee directors, each of whom shall be a non-employee director as defined
in Rule 16b-3 and an outside director as defined under Section 162(m) of the
Code. To the extent that no Committee exists which has the authority to
administer the Plan, the functions of the Committee shall be exercised by the
Board. If for any reason the appointed Committee does not meet the requirements
of Rule 16b-3 or Section 162(m) of the Code, such noncompliance with the
requirements of Rule 16b-3 or Section 162(m) of the Code shall not affect the
validity of the awards, grants, interpretations or other actions of the
Committee.

    2.7.  "COMMON STOCK" means the Common Stock, $.01 par value per share, of
the Company.

    2.8.  "CONSULTANT" shall mean any adviser or consultant to the Company and
its Subsidiaries.

                                      E-2
<PAGE>
    2.9.  "DISABILITY" shall mean total and permanent disability, as defined in
Section 22(e)(3) of the Code.

    2.10.  "EFFECTIVE DATE" shall mean the date on which this Plan is approved
and adopted by the Board.

    2.11.  "ELIGIBLE EMPLOYEES" shall mean the employees of the Company and its
Subsidiaries who are eligible pursuant to Section 5.1 to be granted Awards under
this Plan.

    2.12.  "EXCHANGE ACT" shall mean the Securities Exchange Act of 1934.

    2.13.  "FAIR MARKET VALUE" for purposes of this Plan, unless otherwise
required by any applicable provision of the Code or any regulations issued
thereunder, shall mean, as of any date, the last sales price reported for the
Common Stock on the applicable date (i) as reported by the principal national
securities exchange in the United States on which it is then traded, or (ii) if
not traded on any such national securities exchange, as quoted on an automated
quotation system sponsored by the National Association of Securities Dealers. If
the Common Stock is not readily tradable on a national securities exchange or
any system sponsored by the National Association of Securities Dealers, its Fair
Market Value shall be set in good faith by the Committee on the advice of a
registered investment adviser (as defined under the Investment Advisers Act of
1940). For purposes of the grant of any Award, the applicable date shall be the
date for which the last sales price is available at the time of grant. For
purposes of the exercise of any Stock Appreciation Right, the applicable date
shall be the date a notice of exercise is received by the Committee or if not a
day on which the applicable market is open, the next day that it is open.

    2.14.  "GOOD REASON" shall mean, with respect to a Participant's Termination
of Employment or Termination of Consultancy unless otherwise determined by the
Committee at grant, or, if no rights of the Participant are reduced, thereafter,
a voluntary termination due to "good reason," as the Committee, in its sole
discretion, decides to treat as a Good Reason termination.

    2.15.  "INCENTIVE STOCK OPTION" shall mean any Stock Option awarded under
this Plan intended to be and designated as an "Incentive Stock Option" within
the meaning of Section 422 of the Code.

    2.16.  "NON-QUALIFIED STOCK OPTION" shall mean any Stock Option awarded
under this Plan that is not an Incentive Stock Option.

    2.17.  "PARTICIPANT" shall mean the following persons to whom an Award has
been made pursuant to this Plan: Eligible Employees and Consultants of the
Company and its Subsidiaries and non-employee directors of the Company;
provided, however, that non-employee directors shall be Participants for
purposes of the Plan solely with respect to awards of Stock Options pursuant to
Article IX.

    2.18.  "RESTRICTED STOCK" shall mean an award of shares of Common Stock
under the Plan that is subject to restrictions under Article VII.

    2.19.  "RESTRICTION PERIOD" shall have the meaning set forth in Subsection
7.3(a) with respect to Restricted Stock for Eligible Employees.

    2.20.  "RETIREMENT" with respect to a Participant's Termination of
Employment shall mean a Termination of Employment or Termination of Consultancy
without Cause from the Company by a Participant who has attained (i) at least
age sixty-five (65); or (ii) such earlier date after age fifty-five (55) as
approved by the Committee with regard to such Participant. With respect to a
Participant's Termination of Directorship, Retirement shall mean the failure to
stand for reelection or the failure to be reelected after a Participant has
attained age sixty-five (65).

    2.21.  "RULE 16B-3" shall mean Rule 16b-3 under Section 16(b) of the
Exchange Act as then in effect or any successor provisions.

                                      E-3
<PAGE>
    2.22.  "SECTION 162(M) OF THE CODE" shall mean the exception for
performance-based compensation under Section 162(m) of the Code and any Treasury
regulations thereunder.

    2.23.  "STOCK APPRECIATION RIGHT" shall mean the right pursuant to an Award
granted under Article IX. A Tandem Stock Appreciation Right shall mean the right
to surrender to the Company all (or a portion) of a Stock Option in exchange for
an amount in cash or stock equal to the excess of (i) the Fair Market Value, on
the date such Stock Option (or such portion thereof) is surrendered, of the
Common Stock covered by such Stock Option (or such portion thereof), over
(ii) the aggregate exercise price of such Stock Option (or such portion
thereof). A Non-Tandem Stock Appreciation Right shall mean the right to receive
an amount in cash or stock equal to the excess of (x) the Fair Market Value of a
share of Common Stock on of the date such right is exercised, over (y) the
aggregate exercise price of such right, otherwise than on surrender of a Stock
Option.

    2.24.  "STOCK OPTION" OR "OPTION" shall mean any Option to purchase shares
of Common Stock granted to Eligible Employees or Consultants pursuant to
Article VI or non-employee directors of the Company pursuant to Article IX..

    2.25.  "SUBSIDIARY" shall mean any corporation that is defined as a
subsidiary corporation in Section 424(f) of the Code.

    2.26.  "TEN PERCENT STOCKHOLDER" shall mean a person owning Common Stock of
the Company possessing more than ten percent (10%) of the total combined voting
power of all classes of stock of the Company as defined in Section 422 of the
Code.

    2.27.  "TERMINATION OF DIRECTORSHIP" shall mean, with respect to a
non-employee director, that the non-employee director has ceased to be a
director of the Company.

    2.28.  "TERMINATION OF CONSULTANCY" shall mean, with respect to a
Consultant, that the Consultant is no longer acting as a Consultant to the
Company and its Subsidiaries. In the event an entity shall cease to be a
Subsidiary, there shall be deemed a Termination of Consultancy of any individual
who is not otherwise a Consultant of the Company or another Subsidiary at the
time the entity ceases to be a Subsidiary.

    2.29.  "TERMINATION OF EMPLOYMENT" shall mean (i) a termination of service
(for reasons other than a military or personal leave of absence granted by the
Company) of a Participant from the Company and its Subsidiaries; or (ii) when an
entity which is employing a Participant ceases to be a Subsidiary, unless the
Participant thereupon becomes employed by the Company or another Subsidiary.

    2.30.  "TRANSFER" OR "TRANSFERRED" shall mean anticipate, alienate, attach,
sell, assign, pledge, encumber, charge or otherwise transfer.

    2.31.  "WITHHOLDING ELECTION" shall have the meaning set forth in
Section 14.4.

                                  ARTICLE III.
                                 ADMINISTRATION

    3.1.  THE COMMITTEE. The Plan shall be administered and interpreted by the
Committee.

    3.2.  AWARDS. The Committee shall have full authority to grant, pursuant to
the terms of this Plan, (i) Stock Options, (ii) Stock Appreciation Rights, both
Tandem and Non-Tandem and (iii) Restricted Stock to Eligible Employees or
Consultants. Stock Options shall be granted to non-employee directors of the
Company pursuant to Article IX. In particular, the Committee shall have the
authority:

        (a) to select the Eligible Employees and Consultants to whom Stock
    Options, Stock Appreciation Rights and Restricted Stock may from time to
    time be granted hereunder;

                                      E-4
<PAGE>
        (b) to determine whether and to what extent Stock Options, Stock
    Appreciation Rights and Restricted Stock or any combination thereof, are to
    be granted hereunder to one or more Eligible Employees or Consultants;

        (c) to determine, in accordance with the terms of this Plan, the number
    of shares of Common Stock to be covered by each Award to an Eligible
    Employee or Consultant granted hereunder;

        (d) to determine the terms and conditions, not inconsistent with the
    terms of this Plan, of any Award granted hereunder to an Eligible Employee
    or Consultant (including, but not limited to, the share price, any
    restriction or limitation, any vesting schedule or acceleration thereof, or
    any forfeiture restrictions or waiver thereof, regarding any Stock Option or
    other Award, and the shares of Common Stock relating thereto, based on such
    factors, if any, as the Committee shall determine, in its sole discretion);

        (e) to determine whether and under what circumstances a Stock Option may
    be settled in cash, Common Stock and/or Restricted Stock under Subsection
    6.3(d);

        (f) to determine whether, to what extent and under what circumstances to
    provide loans (which shall be on a recourse basis and shall bear a
    reasonable rate of interest) to Eligible Employees or Consultants in order
    to exercise Options under the Plan;

        (g) to determine whether a Stock Appreciation Right is Tandem or Non-
    Tandem; and

        (h) to determine whether to require an Eligible Employee or Consultant,
    as a condition of the granting of any Award, to not sell or otherwise
    dispose of shares acquired pursuant to the exercise of an Option or as an
    Award for a period of time as determined by the Committee, in its sole
    discretion, following the date of the acquisition of such Option or Award.

    3.3.  GUIDELINES.  Subject to Article XII hereof, the Committee shall have
the authority to adopt, alter and repeal such administrative rules, guidelines
and practices governing this Plan and perform all acts, including the delegation
of its administrative responsibilities, as it shall, from time to time, deem
advisable; to construe and interpret the terms and provisions of this Plan and
any Award issued under this Plan (and any agreements relating thereto); and to
otherwise supervise the administration of this Plan. The Committee may correct
any defect, supply any omission or reconcile any inconsistency in this Plan or
in any agreement relating thereto in the manner and to the extent it shall deem
necessary to carry this Plan into effect, but only to the extent any such action
would be permitted under the applicable provisions of Rule 16b-3 (if any) and
the applicable provisions of Section 162(m) of the Code (if any). The Committee
may adopt special guidelines and provisions for persons who are residing in, or
subject to, the taxes of, countries other than the United States to comply with
applicable tax and securities laws. If and to the extent applicable, this Plan
is intended to comply with Section 162(m) of the Code and the applicable
requirements of Rule 16b-3 and shall be limited, construed and interpreted in a
manner so as to comply therewith.

    3.4.  DECISIONS FINAL.  Any decision, interpretation or other action made or
taken in good faith by or at the direction of the Company, the Board, or the
Committee (or any of its members) arising out of or in connection with the Plan
shall be within the absolute discretion of all and each of them, as the case may
be, and shall be final, binding and conclusive on the Company and all employees
and Participants and their respective heirs, executors, administrators,
successors and assigns.

    3.5.  RELIANCE ON COUNSEL.  The Company, the Board or the Committee may
consult with legal counsel, who may be counsel for the Company or other counsel,
with respect to its obligations or duties hereunder, or with respect to any
action or proceeding or any question of law, and shall not be liable with
respect to any action taken or omitted by it in good faith pursuant to the
advice of such counsel.

                                      E-5
<PAGE>
    3.6.  PROCEDURES.  If the Committee is appointed, the Board shall designate
one of the members of the Committee as chairman and the Committee shall hold
meetings, subject to the By-Laws of the Company, at such times and places as it
shall deem advisable. A majority of the Committee members shall constitute a
quorum. All determinations of the Committee shall be made by a majority of its
members. Any decision or determination reduced to writing and signed by all
Committee members in accordance with the By-Laws of the Company shall be fully
effective as if it had been made by a vote at a meeting duly called and held.
The Committee shall keep minutes of its meetings and shall make such rules and
regulations for the conduct of its business as it shall deem advisable.

    3.7.  DESIGNATION OF CONSULTANTS LIABILITY.

        (a) The Committee may designate employees of the Company and
    professional advisors to assist the Committee in the administration of the
    Plan and may grant authority to employees to execute agreements or other
    documents on behalf of the Committee.

        (b) The Committee may employ such legal counsel, consultants and agents
    as it may deem desirable for the administration of the Plan and may rely
    upon any opinion received from any such counsel or consultant and any
    computation received from any such consultant or agent. Expenses incurred by
    the Committee or Board in the engagement of any such counsel, consultant or
    agent shall be paid by the Company. The Committee, its members and any
    person designated pursuant to paragraph (a) above shall not be liable for
    any action or determination made in good faith with respect to the Plan. To
    the maximum extent permitted by applicable law, no officer of the Company or
    member or former member of the Committee or of the Board shall be liable for
    any action or determination made in good faith with respect to the Plan or
    any Award granted under it. To the maximum extent permitted by applicable
    law and the Certificate of Incorporation and By-Laws of the Company and to
    the extent not covered by insurance, each officer and member or former
    member of the Committee or of the Board shall be indemnified and held
    harmless by the Company against any cost or expense (including reasonable
    fees of counsel reasonably acceptable to the Company) or liability
    (including any sum paid in settlement of a claim with the approval of the
    Company), and advanced amounts necessary to pay the foregoing at the
    earliest time and to the fullest extent permitted, arising out of any act or
    omission to act in connection with the Plan, except to the extent arising
    out of such officer's, member's or former member's own fraud or bad faith.
    Such indemnification shall be in addition to any rights of indemnification
    the officers, directors or members or former officers, directors or members
    may have under applicable law or under the Certificate of Incorporation or
    By-Laws of the Company or Subsidiary. Notwithstanding anything else herein,
    this indemnification will not apply to the actions or determinations made by
    an individual with regard to Awards granted to him or her under this Plan.

                                  ARTICLE IV.
                          SHARE AND OTHER LIMITATIONS

    4.1.  SHARES.

        (a) GENERAL LIMITATION. The aggregate number of shares of Common Stock
    which may be issued or used for reference purposes under this Plan or with
    respect to which other Awards may be granted shall not exceed 4,050,000
    shares, PROVIDED THAT THE NUMBER OF SHARES SHALL BE INCREASED ON JANUARY 1,
    2002 AND JANUARY 1, 2003, BY THE LESSER OF (I) FOUR PERCENT (4%) OF THE
    NUMBER OF OUTSTANDING SHARES OF CLASS A COMMON STOCK ON THE LAST DAY OF THE
    IMMEDIATELY PRECEDING CALENDAR YEAR, (II) 1,750,000 SHARES OR (III) SUCH
    LESSER AMOUNT AS MAY BE DETERMINED BY THE COMPANY'S BOARD OF DIRECTORS,
    (subject to any increase or decrease pursuant to Section 4.2) which may be
    either authorized and unissued Common Stock or Common Stock held in or
    acquired for the treasury of the Company. If any Option or Stock
    Appreciation Right granted under this Plan expires, terminates or is
    cancelled for any reason without having been exercised in full or, with
    respect to

                                      E-6
<PAGE>
    Options, the Company repurchases any Option pursuant to Section 6.3(f), the
    number of shares of Common Stock underlying the repurchased Option, and/or
    the number of shares of Common Stock underlying any unexercised Stock
    Appreciation Right or Option shall again be available for the purposes of
    Awards under the Plan. If shares of Common Stock are exchanged by a
    Participant as full or partial payment to the Company of the exercise price
    of a Stock Option or the number of shares deliverable to a Participant under
    the terms of the Plan are reduced for payment of withholding taxes, such
    exchanged or reduced shares of Common Stock will again be available for
    purposes of Awards under the Plan, other than for the grant of Incentive
    Stock Options. If a Tandem Stock Appreciation Right or a limited Stock
    Appreciation Right is granted in tandem with an Option, such grant shall
    only apply once against the maximum number of shares of Common Stock which
    may be issued under this Plan.

        (b) INDIVIDUAL PARTICIPANT LIMITATIONS. (i) The maximum number of shares
    of Common Stock subject to any Option which may be granted under this Plan
    to each Participant shall not exceed 750,000 shares (subject to any increase
    or decrease pursuant to Section 4.2) during each fiscal year of the Company.

           (i) There are no annual individual Participant limitations on
       Restricted Stock.

           (ii) The maximum number of shares of Common Stock subject to any
       Stock Appreciation Right which may be granted under this Plan to each
       Participant shall not exceed 750,000 shares (subject to any increase or
       decrease pursuant to Section 4.2) during each fiscal year of the Company.
       If a Tandem Stock Appreciation Right or limited Stock Appreciation Right
       is granted in tandem with an Option it shall apply against the Eligible
       Employee's or Consultant's individual share limitations for both Stock
       Appreciation Rights and Options.

    4.2.  CHANGES.

        (a) The existence of the Plan and the Awards granted hereunder shall not
    affect in any way the right or power of the Board or the stockholders of the
    Company to make or authorize any adjustment, recapitalization,
    reorganization or other change in the Company's capital structure or its
    business, any merger or consolidation of the Company or Subsidiary, any
    issue of bonds, debentures, preferred or prior preference stock ahead of or
    affecting Common Stock, the dissolution or liquidation of the Company or
    Subsidiary, any sale or transfer of all or part of its assets or business or
    any other corporate act or proceeding.

        (b) In the event of any such change in the capital structure or business
    of the Company by reason of any stock dividend or distribution, stock split
    or reverse stock split, recapitalization, reorganization, merger,
    consolidation, split-up, combination or exchange of shares, distribution
    with respect to its outstanding Common Stock or capital stock other than
    Common Stock, sale or transfer of all or part of its assets or business,
    reclassification of its capital stock, or any similar change affecting the
    Company's capital structure or business and the Committee determines an
    adjustment is appropriate under the Plan, then the aggregate number and kind
    of shares which thereafter may be issued under this Plan, the number and
    kind of shares or other property (including cash) to be issued upon exercise
    of an outstanding Option or other Awards granted under this Plan and the
    purchase price thereof shall be appropriately adjusted consistent with such
    change in such manner as the Committee may deem equitable to prevent
    substantial dilution or enlargement of the rights granted to, or available
    for, Participants under this Plan or as otherwise necessary to reflect the
    change, and any such adjustment determined by the Committee shall be binding
    and conclusive on the Company and all Participants and employees and their
    respective heirs, executors, administrators, successors and assigns.

        (c) Fractional shares of Common Stock resulting from any adjustment in
    Options or Awards pursuant to Section 4.2(a) or (b) shall be aggregated
    until, and eliminated at, the time of exercise

                                      E-7
<PAGE>
    by rounding-down for fractions less than one-half (1/2) and rounding-up for
    fractions equal to or greater than one-half (1/2). No cash settlements shall
    be made with respect to fractional shares eliminated by rounding. Notice of
    any adjustment shall be given by the Committee to each Participant whose
    Option or Award has been adjusted and such adjustment (whether or not such
    notice is given) shall be effective and binding for all purposes of the
    Plan.

        (d) In the event of a merger or consolidation in which the Company is
    not the surviving entity or in the event of any transaction that results in
    the acquisition of substantially all of the Company's outstanding Common
    Stock by a single person or entity or by a group of persons and/or entities
    acting in concert, or in the event of the sale or transfer of all of the
    Company's assets (all of the foregoing being referred to as "Acquisition
    Events"), then the Committee may, in its sole discretion, terminate all
    outstanding Options and Stock Appreciation Rights of Eligible Employees and
    Consultants, effective as of the date of the Acquisition Event, by
    delivering notice of termination to each such Participant at least twenty
    (20) days prior to the date of consummation of the Acquisition Event;
    provided, that during the period from the date on which such notice of
    termination is delivered to the consummation of the Acquisition Event, each
    such Participant shall have the right to exercise in full all of his or her
    Options and Stock Appreciation Rights that are then outstanding (without
    regard to any limitations on exercisability otherwise contained in the
    Option or Award Agreements) but contingent on occurrence of the Acquisition
    Event, and, provided that, if the Acquisition Event does not take place
    within a specified period after giving such notice for any reason
    whatsoever, the notice and exercise shall be null and void.

    Notwithstanding the foregoing and solely to the extent required by
Section 16 of the Exchange Act, at the discretion of the Committee, the
provisions contained in this subsection shall be adjusted as they apply to
Options and Stock Appreciation Rights granted to Eligible Employees and
Consultants within six (6) months before the occurrence of an Acquisition Event
if the holder of such Award is subject to the reporting requirements of
Section 16(a) of the Exchange Act in such manner as determined by the Committee,
including without limitation, terminating Options and Stock Appreciation Rights
at specific dates after the Acquisition Event, in order to give the holder the
benefit of the Option.

    If an Acquisition Event occurs, to the extent the Committee does not
terminate the outstanding Options and Stock Appreciation Rights pursuant to this
Section 4.2(d), then the provisions of Section 4.2(b) shall apply.

    4.3.  PURCHASE PRICE.  Notwithstanding any provision of this Plan to the
contrary, if authorized but previously unissued shares of Common Stock are
issued under this Plan, such shares shall not be issued for a consideration
which is less than as permitted under applicable law.

                                   ARTICLE V.
                                  ELIGIBILITY

    5.1. All employees and Consultants of the Company and its Subsidiaries are
eligible to be granted Options, Stock Appreciation Rights and Restricted Stock
under this Plan. Eligibility under this Plan shall be determined by the
Committee in its sole discretion.

    5.2. Non-employee directors of the Company are only eligible to receive an
Award of Stock Options in accordance with Article IX of the Plan.

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                                  ARTICLE VI.
                  EMPLOYEE AND CONSULTANT STOCK OPTION GRANTS

    6.1.  OPTIONS.  Each Stock Option granted hereunder shall be one of two
types: (i) an Incentive Stock Option intended to satisfy the requirements of
Section 422 of the Code or (ii) a Non-Qualified Stock Option.

    6.2.  GRANTS.  The Committee shall have the authority to grant to any
Eligible Employee one or more Incentive Stock Options, Non-Qualified Stock
Options, or both types of Stock Options (in each case with or without Stock
Appreciation Rights). To the extent that any Stock Option does not qualify as an
Incentive Stock Option (whether because of its provisions or the time or manner
of its exercise or otherwise), such Stock Option or the portion thereof which
does not qualify, shall constitute a separate Non-Qualified Stock Option. The
Committee shall have the authority to grant to any Consultant one or more
Non-Qualified Stock Options (with or without Stock Appreciation Rights).
Notwithstanding any other provision of the Plan to the contrary or any provision
in an agreement evidencing the grant of an Option to the contrary, any Option
granted to a Consultant shall be a Non-Qualified Stock Option.

    6.3.  TERMS OF OPTIONS.  Options granted under this Plan shall be subject to
the following terms and conditions, and shall be in such form and contain such
additional terms and conditions, not inconsistent with the terms of this Plan,
as the Committee shall deem desirable:

        (a) OPTION PRICE. The option price per share of Common Stock purchasable
    under an Incentive Stock Option shall be determined by the Committee at the
    time of grant but shall not be less than 100% of the Fair Market Value of
    the share of Common Stock at the time of grant; provided, however, if an
    Incentive Stock Option is granted to a Ten Percent Stockholder, the purchase
    price shall be no less than 110% of the Fair Market Value of the Common
    Stock. The purchase price of shares of Common Stock subject to a
    Non-Qualified Stock Option shall be determined by the Committee.
    Notwithstanding the foregoing, if an Option is modified, extended or renewed
    and, thereby, deemed to be the issuance of a new Option under the Code, the
    exercise price of an Option may continue to be the original exercise price
    even if less than the Fair Market Value of the Common Stock at the time of
    such modification, extension or renewal.

        (b) OPTION TERM. The term of each Stock Option shall be fixed by the
    Committee, but no Stock Option shall be exercisable more than ten
    (10) years after the date the Option is granted, provided, however, the term
    of an Incentive Stock Option granted to a Ten Percent Stockholder may not
    exceed five (5) years.

        (c) EXERCISABILITY. Stock Options shall be exercisable at such time or
    times and subject to such terms and conditions as shall be determined by the
    Committee at grant. If the Committee provides, in its discretion, that any
    Stock Option is exercisable subject to certain limitations (including,
    without limitation, that it is exercisable only in installments or within
    certain time periods), the Committee may waive such limitations on the
    exercisability at any time at or after grant in whole or in part (including,
    without limitation, that the Committee may waive the installment exercise
    provisions or accelerate the time at which Options may be exercised), based
    on such factors, if any, as the Committee shall determine, in its sole
    discretion.

        (d) METHOD OF EXERCISE. Subject to whatever installment exercise and
    waiting period provisions apply under subsection (c) above, Stock Options
    may be exercised in whole or in part at any time during the Option term, by
    giving written notice of exercise to the Company specifying the number of
    shares to be purchased. Such notice shall be accompanied by payment in full
    of the purchase price in such form, or such other arrangement for the
    satisfaction of the purchase price, as the Committee may accept. If and to
    the extent determined by the Committee in its sole discretion at or after
    grant, payment in full or in part may also be made in the form of Common
    Stock withheld

                                      E-9
<PAGE>
    from the shares to be received on the exercise of a Stock Option hereunder,
    Common Stock owned by the Participant (and for which the Participant has
    good title free and clear of any liens and encumbrances) or Restricted Stock
    based, in each case, on the Fair Market Value of the Common Stock on the
    payment date as determined by the Committee (without regard to any
    forfeiture restrictions applicable to such Restricted Stock). No shares of
    Common Stock shall be issued until payment, as provided herein, therefor has
    been made or provided for. If payment in full or in part has been made in
    the form of Restricted Stock, an equivalent number of shares of Common Stock
    issued on exercise of the Option shall be subject to the same restrictions
    and conditions, during the remainder of the Restriction Period, applicable
    to the Restricted Stock surrendered therefor.

        (e) INCENTIVE STOCK OPTION LIMITATIONS. To the extent that the aggregate
    Fair Market Value (determined as of the time of grant) of the Common Stock
    with respect to which Incentive Stock Options are exercisable for the first
    time by an Eligible Employee during any calendar year under the Plan and/or
    any other stock option plan of the Company or any Subsidiary or parent
    corporation (within the meaning of Section 424(e) of the Code) exceeds
    $100,000, such Options shall be treated as Options which are not Incentive
    Stock Options.

    Should the foregoing provision not be necessary in order for the Stock
Options to qualify as Incentive Stock Options, or should any additional
provisions be required, the Committee may amend the Plan accordingly, without
the necessity of obtaining the approval of the stockholders of the Company.

        (f) BUY OUT AND SETTLEMENT PROVISIONS. The Committee may at any time on
    behalf of the Company offer to buy out an Option previously granted, based
    on such terms and conditions as the Committee shall establish and
    communicate to the Participant at the time that such offer is made.

        (g) FORM, MODIFICATION, EXTENSION AND RENEWAL OF OPTIONS. Subject to the
    terms and conditions and within the limitations of the Plan, an Option shall
    be evidenced by such form of agreement or grant as is approved by the
    Committee, and the Committee may modify, extend or renew outstanding Options
    granted under the Plan (provided that the rights of a Participant are not
    reduced without his consent), or accept the surrender of outstanding Options
    (up to the extent not theretofore exercised) and authorize the granting of
    new Options in substitution therefor (to the extent not theretofore
    exercised).

        (h) OTHER TERMS AND CONDITIONS. Options may contain such other
    provisions, which shall not be inconsistent with any of the foregoing terms
    of the Plan, as the Committee shall deem appropriate including, without
    limitation, permitting "reloads" such that the same number of Options are
    granted as the number of Options exercised, shares used to pay for the
    exercise price of Options or shares used to pay withholding taxes
    ("Reloads"). With respect to Reloads, the exercise price of the new Stock
    Option shall be the Fair Market Value on the date of the "reload" and the
    term of the Stock Option shall be the same as the remaining term of the
    Options that are exercised, if applicable, or such other exercise price and
    term as determined by the Committee.

    6.4.  TERMINATION OF EMPLOYMENT OR TERMINATION OF CONSULTANCY.  The
following rules apply with regard to Options upon the Termination of Employment
of a Participant:

        (a) TERMINATION BY REASON OF DEATH. If a Participant's Termination of
    Employment or Termination of Consultancy is by reason of death, any Stock
    Option held by such Participant, unless otherwise determined by the
    Committee at grant or, if no rights of the Participant's estate are reduced,
    thereafter, may be exercised, to the extent exercisable at the Participant's
    death, by the legal representative of the estate, at any time within a
    period of one (1) year from the date of such death, but in no event beyond
    the expiration of the stated term of such Stock Option.

                                      E-10
<PAGE>
        (b) TERMINATION BY REASON OF DISABILITY. If a Participant's Termination
    of Employment or Termination of Consultancy is by reason of Disability, any
    Stock Option held by such Participant, unless otherwise determined by the
    Committee at grant or, if no rights of the Participant are reduced,
    thereafter, may be exercised, to the extent exercisable at the Participant's
    termination, by the Participant (or the legal representative of the
    Participant's estate if the Participant dies after termination) at any time
    within a period of one (1) year from the date of such termination, but in no
    event beyond the expiration of the stated term of such Stock Option.

        (c) TERMINATION BY REASON OF RETIREMENT. If a Participant's Termination
    of Employment or Termination of Consultancy is by reason of Retirement, any
    Stock Option held by such Participant, unless otherwise determined by the
    Committee at grant, or, if no rights of the Participant are reduced,
    thereafter, shall be fully vested and may thereafter be exercised by the
    Participant at any time within a period of one (1) year from the date of
    such termination, but in no event beyond the expiration of the stated term
    of such Stock Option; provided, however, that, if the Participant dies
    within such exercise period, any unexercised Stock Option held by such
    Participant shall thereafter be exercisable, to the extent to which it was
    exercisable at the time of death, for a period of one (1) year (or such
    other period as the Committee may specify at grant or, if no rights of the
    Participant's estate are reduced, thereafter) from the date of such death,
    but in no event beyond the expiration of the stated term of such Stock
    Option.

        (d) INVOLUNTARY TERMINATION WITHOUT CAUSE OR TERMINATION FOR GOOD
    REASON. If a Participant's Termination of Employment or Termination of
    Consultancy is by involuntary termination without Cause or for Good Reason,
    any Stock Option held by such Participant, unless otherwise determined by
    the Committee at grant or, if no rights of the Participant are reduced,
    thereafter, may be exercised, to the extent exercisable at termination, by
    the Participant at any time within a period of ninety (90) days from the
    date of such termination, but in no event beyond the expiration of the
    stated term of such Stock Option.

        (e) TERMINATION WITHOUT GOOD REASON. If a Participant's Termination of
    Employment or Termination of Consultancy is voluntary but without Good
    Reason and occurs prior to, or more than ninety (90) days after, the
    occurrence of an event which would be grounds for Termination of Employment
    by the Company for Cause (without regard to any notice or cure period
    requirements), any Stock Option held by such Participant, unless otherwise
    determined by the Committee at grant or, if no rights of the Participant are
    reduced, thereafter, may be exercised, to the extent exercisable at
    termination, by the Participant at any time within a period of thirty
    (30) days from the date of such termination, but in no event beyond the
    expiration of the stated term of such Stock Option.

        (f) OTHER TERMINATION. Unless otherwise determined by the Committee at
    grant or, if no rights of the Participant are reduced, thereafter, if a
    Participant's Termination of Employment or Termination of Consultancy is for
    any reason other than death, Disability, Retirement, Good Reason,
    involuntary termination without Cause or voluntary termination as provided
    in subsection (e) above, any Stock Option held by such Participant shall
    thereupon terminate and expire as of the date of termination, provided that
    (unless the Committee determines a different period upon grant or, if, no
    rights of the Participant are reduced, thereafter) in the event the
    termination is for Cause or is a voluntary termination without Good Reason
    within ninety (90) days after occurrence of an event which would be grounds
    for Termination of Employment or Termination of Consultancy by the Company
    for Cause (without regard to any notice or cure period requirement), any
    Stock Option held by the Participant at the time of occurrence of the event
    which would be grounds for Termination of Employment or Termination of
    Consultancy by the Company for Cause shall be deemed to have terminated and
    expired upon occurrence of the event which would be grounds for Termination
    of Employment or Termination of Consultancy by the Company for Cause.

                                      E-11
<PAGE>
                                  ARTICLE VII.
                            RESTRICTED STOCK AWARDS

    7.1.  AWARDS OF RESTRICTED STOCK.  Shares of Restricted Stock may be issued
to Eligible Employees or Consultants either alone or in addition to other Awards
granted under the Plan. The Committee shall determine the eligible persons to
whom, and the time or times at which, grants of Restricted Sto