Related Party Transactions and Outside Related Director Information

Deb Shops, Inc. (DEBS)

4/26/2006 Proxy Information

Marvin Rounick and Jack A. Rounick are brothers.

The Company leases its warehouse and office facility (the “Facility”) totaling approximately 280,000 square feet pursuant to a 20-year lease dated and effective June 15, 1982, as amended (the “Lease”), from the Blue Grass Partnership (“Lessor”). The partners of the Lessor are Marvin Rounick, Director, President and Chief Executive Officer of the Company, Warren Weiner, Director, Executive Vice President, Secretary and Treasurer of the Company, Jack A. Rounick, Director and Assistant Secretary of the Company, and their respective spouses. Under the terms of the Lease, the Company must pay all maintenance, repairs, insurance, utilities, taxes, improvements and modifications to the Facility. On January 3, 1999, the Lease was amended to extend the term to June 14, 2007. During the fiscal year ended January 31, 2006, the Company accrued and paid rent of $550,000 under the Lease.

The Company believes that the terms of the Lease are fair, reasonable and consistent with the terms that would have been available to the Company if made with unaffiliated parties.

Two adult children of Marvin Rounick, President of the Company, are employed by the Company. Together, these children earned approximately $194,690 in salary during the last fiscal year.

From November 1997 to January 2006, Jack A. Rounick was counsel to the law firm of Wolf, Block, Schorr and Solis-Cohen LLP, Philadelphia, Pennsylvania. which provides legal services to the Company.

Mr. Frank is a Partner in the law firm of Pelino & Lentz, P.C., which provided legal services to the Company in the past but provided no legal services to the Company during the fiscal year ended January 31, 2006.