Exhibit 10.23

CANDIE'S, INC.
NON-QUALIFIED STOCK OPTION AGREEMENT

CANDIE'S, INC., a Delaware corporation (the "Company"), pursuant to the Company's 1997 Stock Option Plan (the "Plan") hereby grants to ____________, an employee of the Company (the "Optionee"), as of _________, 20__, (the "Grant Date"), a non-qualified stock option to purchase a total of _____________ shares of the Company's common stock, par value $.001 per share ("Common Stock"), at the price of $___ per share on the terms and conditions set forth herein and in the Plan. This option (the "Option") is intended to be a non-qualified stock option, i.e., this option is not intended to be, nor is it, an incentive stock option as defined in Section 422 of the Internal Revenue Code of 1986, as amended (the "Code").

1. Duration.

(a) This Option was granted as of the Grant Date .

(b) This Option shall expire at the close of business on __________, 20__,
[insert date 10 years from Grant Date or other date as determined by Board or appropriate committee of the Board] (the "Termination Date"), but shall be subject to earlier termination as provided herein or in the Plan .

(c) If the Optionee ceases to be employed by the Company for any reason other than death, disability, termination for cause, or voluntary termination by resignation, the Option may be exercised within three (3) months after the date the Optionee ceases to be an employee, or within [__ (__) years] [insert 10 years or other period from 1(b)] period from the Grant Date of the Option, whichever is earlier, but may not be exercised thereafter. In such event, the Option shall be exercisable only to the extent that the right to purchase shares of Common Stock under the Plan has accrued and is in effect at the date of such cessation of employment.

In the event the Optionee's employment is terminated by the Company for "cause" (as defined in the Plan), or by voluntary resignation by the Optionee, the Optionee's right to exercise any unexercised portion of this Option shall cease forthwith, and this Option shall thereupon terminate.

In the event of disability of the Optionee (as determined by the Board of Directors of the Company (the "Board") or an appropriate committee of the Board, as the case may be, and as to the fact and date of which the Optionee is notified by the Board or that Committee, as the case may be, in writing), the Option shall be exercisable within one (1) year after the date of such disability or, if earlier, the term originally prescribed by this Agreement. In such event, the Option shall be exercisable to the extent that the right to purchase the shares of Common Stock hereunder has accrued on the date the Optionee becomes disabled and is in effect as of such determination date.

In the event of the death of the Optionee while an employee of the Company or within three (3) months after the termination of employment (other than termination for cause or voluntary termination by the employee), the Option shall be exercisable to the extent exercisable but not exercised as of the date of death and in such event, the Option must be exercised, if at all, within one (1) year after the date of death of the Optionee or, if earlier, within the originally prescribed term of the Option.

2. Price.

The purchase price for each share of Common Stock upon exercise of this Option is $____.

3. Non-Qualified Stock Option.

This Option is a non-qualified stock option, the exercise of which is subject to Section 83 of the Code.

4. Written Notice of Exercise.

This Option, to the extent it is exercisable as provided in
Section 10 herein, may be exercised only by delivering to the Company, at its principal office within the time specified in Section 1 or such shorter time as is otherwise provided for herein or in the Plan, a written notice of exercise substantially in the form described in Section 10. The Optionee hereby acknowledges receipt of a copy of the Plan.

5. Anti-Dilution Provisions.

(a) If there is any stock dividend or recapitalization resulting in a stock split, or combination or exchange of shares of Common Stock of the Company, the number of shares of Common Stock then subject to this option may be proportionately and appropriately adjusted by the Board of Directors; provided, however, that any fractional shares resulting from any such adjustment shall be eliminated.

(b) If there is any other change in the Common Stock of the Company, including capitalization, reorganization, sale or exchange of assets, exchange of shares, offering of subscription rights, or a merger or consolidation in which the Company is the surviving corporation, an adjustment, if any, shall be made in the shares then subject to this Option as the Board in its sole discretion may deem appropriate. Failure of the Board to provide for an adjustment pursuant to this subparagraph prior to the effective date of any Company action referred to herein shall be conclusive evidence that no adjustment has been approved by the Board in consequence of such action and that no such adjustment will be made in consequence of such action.

6. Investment Representation .

The Optionee agrees that until such time as a registration statement under the Securities Act of 1933, as amended (the "Act"), becomes effective with respect to this Option and/or the shares of Common Stock underlying this Option, the Optionee is taking this Option and shall take the shares of Common Stock underlying this Option, for the Optionees own account, for investment, and not for resale or distribution.

7. Transferability.

[This Option shall not be transferable by the Optionee other than by will or by the laws of descent and distribution, and is exercisable during the lifetime of the Optionee only by the Optionee.]
[Alternate-This Option may be transferable by the Optionee.]

8. Certain Rights Not Conferred by Option.

The Optionee shall not, by virtue of holding this option, be entitled to any rights of a stockholder in the Company .

9. Transfer Taxes.

The Company shall pay all original issue and transfer taxes with respect to the issuance and transfer of shares of Common Stock of the Company pursuant hereto provided that the shares are issued in the name of the Optionee.

10. Vesting Options.

(a) The amount of shares of Common Stock subject to this Option shall become exercisable as follows: __________on the date hereof,__________ on the first anniversary of the date hereof [and ____________ on the second anniversary of the date hereof], subject to the provision of Section 1 hereof. [ Alternative-The amount of shares of Common Stock subject to this Option shall become exercisable on the date hereof, subject to the provision of Section 1 hereof and the Plan.]

(b) An Option shall be exercisable by written notice of such exercise, in the form prescribed by the Board to the Company, at its principal executive office. The notice shall specify the number of shares for which the option is being exercised, be signed by the Optionee and shall be accompanied by payment in cash or by check of the amount of the full purchase price of such shares or in such manner as the Board shall deem acceptable consistent with the provisions of the Plan.

(c) No shares shall be delivered upon exercise of this Option until all laws, rules and regulations which the Board may deem applicable have been complied with. If a registration statement under the Act is not then in effect with respect to the shares issuable upon such exercise, the Company may require as a condition precedent., among other things (i) that the person exercising the

Option give to the Company a written representation and undertaking, satisfactory in form and substance to the Company, that such person is acquiring the shares for his own account for investment and not with a view to the distribution thereof and/or (ii) an opinion of counsel satisfactory to the Company with respect to the existence of an exemption from the registration requirements of the Act, in which event the person(s) acquiring the Common Stock shall be bound by the provisions of the following legend which shall be endorsed upon the certificate(s) evidencing his option shares issued pursuant to such exercise:

"The shares represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "Act"). Such shares may not be sold, transferred or otherwise disposed of unless they have first been registered under the Act or, unless, in the opinion of counsel satisfactory to the Company's counsel, such registration is not required."

(d) Without limiting the generality of the foregoing, the Company may delay issuance of the shares of Common Stock underlying this Option until completion of any action or obtaining of any consent, which the Company deems necessary under any applicable law (including without limitation state securities or "blue sky" laws).

(e) The person exercising this Option shall not be considered a record holder of the stock so purchased for any purpose until the date on which such person is actually recorded as the holder of such stock in the records of the Company.

11. No Continued Employment.

Nothing herein shall be deemed to create any employment agreement or guaranty of continued service as an employee or limit in any way the Company's right to terminate Optionee's status as an employee at any time.

12. Notices.

Any notice required or permitted by the terms of this Option Agreement or the Plan shall be given by registered or certified mail, return receipt requested, addressed as follows:

To the Company:

Candies, Inc.
400 Columbus Avenue
Valhalla, New York 10595

To the Optionee:

[Name and Address of Optionee]

or to such other address or addresses of which notice in the same manner has previously been given when mailed in accordance with the foregoing provisions. Either party hereto may change the address to which such notices shall be given by providing the other party hereto with written notice of such change.

13. Tax Withholding.

Not later than the date as of which an amount first becomes includable in the gross income of the Optionee or other holder for federal income tax purposes with respect to this Option, the Optionee or other holder shall pay to the Company, or make arrangements satisfactory to the Company regarding the payment of, any federal, state and local taxes of any kind required by law to be withheld or paid with respect to such amount. The obligations of the Company under this Agreement shall be conditional upon such payment or arrangements and the Company shall, to the extent permitted by law, have the right to deduct any such taxes from any payment of any kind otherwise due to the holder of the option from the Company or any of its subsidiaries.

14. Benefit of Agreement.

This Agreement shall be for the benefit of and shall be binding upon the heirs, executors, administrators and successors of the parties hereto.

15. Governing Law.

This option agreement shall be construed and enforced in accordance with the law of the State of New York, except to the extent that the laws of the State of Delaware may be applicable.

CANDIE'S, INC.

By:_______________________
Name:
Title:

Accepted as of the date first set above.

Exhibit 10.24

CANDIE'S, INC.
NON-QUALIFIED STOCK OPTION AGREEMENT

CANDIE'S, INC., a Delaware corporation (the "Company"), pursuant to the Company's 2000 Stock Option Plan (the "Plan") hereby grants to ____________, an employee of the Company (the "Optionee"), as of _________, 20__, (the "Grant Date"), a non-qualified stock option to purchase a total of _____________ shares of the Company's common stock, par value $.001 per share ("Common Stock"), at the price of $___ per share on the terms and conditions set forth herein and in the Plan. This option (the "Option") is intended to be a non-qualified stock option, i.e., this option is not intended to be, nor is it, an incentive stock option as defined in Section 422 of the Internal Revenue Code of 1986, as amended (the "Code").

1. Duration.

(a) This Option was granted as of the Grant Date .

(b) This Option shall expire at the close of business on __________, 20__,
[insert date 10 years from Grant Date or other date as determined by Board or appropriate committee of the Board] (the "Termination Date"), but shall be subject to earlier termination as provided herein or in the Plan .

(c) If the Optionee ceases to be employed by the Company for any reason other than death, disability, termination for cause, or voluntary termination by resignation, the Option may be exercised within three (3) months after the date the Optionee ceases to be an employee, or within [__ (__) years] [insert 10 years or other period from 1(b)] period from the Grant Date of the Option, whichever is earlier, but may not be exercised thereafter. In such event, the Option shall be exercisable only to the extent that the right to purchase shares of Common Stock under the Plan has accrued and is in effect at the date of such cessation of employment.

In the event the Optionee's employment is terminated by the Company for "cause" (as defined in the Plan), or by voluntary resignation by the Optionee, the Optionee's right to exercise any unexercised portion of this Option shall cease forthwith, and this Option shall thereupon terminate.

In the event of disability of the Optionee (as determined by the Board of Directors of the Company (the "Board") or an appropriate committee of the Board, as the case may be, and as to the fact and date of which the Optionee is notified by the Board or that Committee, as the case may be, in writing), the Option shall be exercisable within one (1) year after the date of such disability or, if earlier, the term originally prescribed by this Agreement. In such event, the Option shall be exercisable to the extent that the right to purchase the shares of Common Stock hereunder has accrued on the date the Optionee becomes disabled and is in effect as of such determination date.

In the event of the death of the Optionee while an employee of the Company or within three (3) months after the termination of employment (other than termination for cause or voluntary termination by the employee), the Option shall be exercisable to the extent exercisable but not exercised as of the date of death and in such event, the Option must be exercised, if at all, within one (1) year after the date of death of the Optionee or, if earlier, within the originally prescribed term of the Option.

2. Price.

The purchase price for each share of Common Stock upon exercise of this Option is $____.

3. Non-Qualified Stock Option.

This Option is a non-qualified stock option, the exercise of which is subject to Section 83 of the Code.

4. Written Notice of Exercise.

This Option, to the extent it is exercisable as provided in
Section 10 herein, may be exercised only by delivering to the Company, at its principal office within the time specified in Section 1 or such shorter time as is otherwise provided for herein or in the Plan, a written notice of exercise substantially in the form described in Section 10. The Optionee hereby acknowledges receipt of a copy of the Plan.

5. Anti-Dilution Provisions.

(a) If there is any stock dividend or recapitalization resulting in a stock split, or combination or exchange of shares of Common Stock of the Company, the number of shares of Common Stock then subject to this option may be proportionately and appropriately adjusted by the Board of Directors; provided, however, that any fractional shares resulting from any such adjustment shall be eliminated.

(b) If there is any other change in the Common Stock of the Company, including capitalization, reorganization, sale or exchange of assets, exchange of shares, offering of subscription rights, or a merger or consolidation in which the Company is the surviving corporation, an adjustment, if any, shall be made in the shares then subject to this Option as the Board in its sole discretion may deem appropriate. Failure of the Board to provide for an adjustment pursuant to this subparagraph prior to the effective date of any Company action referred to herein shall be conclusive evidence that no adjustment has been approved by the Board in consequence of such action and that no such adjustment will be made in consequence of such action.

6. Investment Representation .

The Optionee agrees that until such time as a registration statement under the Securities Act of 1933, as amended (the "Act"), becomes effective with respect to this Option and/or the shares of Common Stock underlying this Option, the Optionee is taking this Option and shall take the shares of Common Stock underlying this Option, for the Optionees own account, for investment, and not for resale or distribution.

7. Transferability.

[This Option shall not be transferable by the Optionee other than by will or by the laws of descent and distribution, and is exercisable during the lifetime of the Optionee only by the Optionee.]
[Alternate-This Option may be transferable by the Optionee.]

8. Certain Rights Not Conferred by Option.

The Optionee shall not, by virtue of holding this option, be entitled to any rights of a stockholder in the Company .

9. Transfer Taxes.

The Company shall pay all original issue and transfer taxes with respect to the issuance and transfer of shares of Common Stock of the Company pursuant hereto provided that the shares are issued in the name of the Optionee.

10. Vesting Options.

(a) The amount of shares of Common Stock subject to this Option shall become exercisable as follows: __________on the date hereof,__________ on the first anniversary of the date hereof [and ____________ on the second anniversary of the date hereof], subject to the provision of Section 1 hereof. [ Alternative-The amount of shares of Common Stock subject to this Option shall become exercisable on the date hereof, subject to the provision of Section 1 hereof and the Plan.]

(b) An Option shall be exercisable by written notice of such exercise, in the form prescribed by the Board to the Company, at its principal executive office. The notice shall specify the number of shares for which the option is being exercised, be signed by the Optionee and shall be accompanied by payment in cash or by check of the amount of the full purchase price of such shares or in such manner as the Board shall deem acceptable consistent with the provisions of the Plan.

(c) No shares shall be delivered upon exercise of this Option until all laws, rules and regulations which the Board may deem applicable have been complied with. If a registration statement under the Act is not then in effect with respect to the shares issuable upon such exercise, the Company may require as a condition precedent., among other things (i) that the person exercising the

Option give to the Company a written representation and undertaking, satisfactory in form and substance to the Company, that such person is acquiring the shares for his own account for investment and not with a view to the distribution thereof and/or (ii) an opinion of counsel satisfactory to the Company with respect to the existence of an exemption from the registration requirements of the Act, in which event the person(s) acquiring the Common Stock shall be bound by the provisions of the following legend which shall be endorsed upon the certificate(s) evidencing his option shares issued pursuant to such exercise:

"The shares represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "Act"). Such shares may not be sold, transferred or otherwise disposed of unless they have first been registered under the Act or, unless, in the opinion of counsel satisfactory to the Company's counsel, such registration is not required."

(d) Without limiting the generality of the foregoing, the Company may delay issuance of the shares of Common Stock underlying this Option until completion of any action or obtaining of any consent, which the Company deems necessary under any applicable law (including without limitation state securities or "blue sky" laws).

(e) The person exercising this Option shall not be considered a record holder of the stock so purchased for any purpose until the date on which such person is actually recorded as the holder of such stock in the records of the Company.

11. No Continued Employment.

Nothing herein shall be deemed to create any employment agreement or guaranty of continued service as an employee or limit in any way the Company's right to terminate Optionee's status as an employee at any time.

12. Notices.

Any notice required or permitted by the terms of this Option Agreement or the Plan shall be given by registered or certified mail, return receipt requested, addressed as follows:

To the Company:

Candies, Inc.
400 Columbus Avenue
Valhalla, New York 10595

To the Optionee:

[Name and Address of Optionee]

or to such other address or addresses of which notice in the same manner has previously been given when mailed in accordance with the foregoing provisions. Either party hereto may change the address to which such notices shall be given by providing the other party hereto with written notice of such change.

13. Tax Withholding.

Not later than the date as of which an amount first becomes includable in the gross income of the Optionee or other holder for federal income tax purposes with respect to this Option, the Optionee or other holder shall pay to the Company, or make arrangements satisfactory to the Company regarding the payment of, any federal, state and local taxes of any kind required by law to be withheld or paid with respect to such amount. The obligations of the Company under this Agreement shall be conditional upon such payment or arrangements and the Company shall, to the extent permitted by law, have the right to deduct any such taxes from any payment of any kind otherwise due to the holder of the option from the Company or any of its subsidiaries.

14. Benefit of Agreement.

This Agreement shall be for the benefit of and shall be binding upon the heirs, executors, administrators and successors of the parties hereto.

15. Governing Law.

This option agreement shall be construed and enforced in accordance with the law of the State of New York, except to the extent that the laws of the State of Delaware may be applicable.

CANDIE'S, INC.

By:_______________________
Name:
Title:

Accepted as of the date first set above.

Exhibit 10.25

CANDIE'S, INC.
NON-QUALIFIED STOCK OPTION AGREEMENT

CANDIE'S, INC., a Delaware corporation (the "Company"), pursuant to the Company's 2001 Stock Option Plan (the "Plan") hereby grants to ____________, an employee of the Company (the "Optionee"), as of _________, 20__, (the "Grant Date"), a non-qualified stock option to purchase a total of _____________ shares of the Company's common stock, par value $.001 per share ("Common Stock"), at the price of $___ per share on the terms and conditions set forth herein and in the Plan. This option (the "Option") is intended to be a non-qualified stock option, i.e., this option is not intended to be, nor is it, an incentive stock option as defined in Section 422 of the Internal Revenue Code of 1986, as amended (the "Code").

1. Duration.

(a) This Option was granted as of the Grant Date .

(b) This Option shall expire at the close of business on __________, 20__,
[insert date 10 years from Grant Date or other date as determined by Board or appropriate committee of the Board] (the "Termination Date"), but shall be subject to earlier termination as provided herein or in the Plan .

(c) If the Optionee ceases to be employed by the Company for any reason other than death, disability, termination for cause, or voluntary termination by resignation, the Option may be exercised within three (3) months after the date the Optionee ceases to be an employee, or within [__ (__) years] [insert 10 years or other period from 1(b)] period from the Grant Date of the Option, whichever is earlier, but may not be exercised thereafter. In such event, the Option shall be exercisable only to the extent that the right to purchase shares of Common Stock under the Plan has accrued and is in effect at the date of such cessation of employment.

In the event the Optionee's employment is terminated by the Company for "cause" (as defined in the Plan), or by voluntary resignation by the Optionee, the Optionee's right to exercise any unexercised portion of this Option shall cease forthwith, and this Option shall thereupon terminate.

In the event of disability of the Optionee (as determined by the Board of Directors of the Company (the "Board") or an appropriate committee of the Board, as the case may be, and as to the fact and date of which the Optionee is notified by the Board or that Committee, as the case may be, in writing), the Option shall be exercisable within one (1) year after the date of such disability or, if earlier, the term originally prescribed by this Agreement. In such event, the Option shall be exercisable to the extent that the right to purchase the shares of Common Stock hereunder has accrued on the date the Optionee becomes disabled and is in effect as of such determination date.

In the event of the death of the Optionee while an employee of the Company or within three (3) months after the termination of employment

(other than termination for cause or voluntary termination by the employee), the Option shall be exercisable to the extent exercisable but not exercised as of the date of death and in such event, the Option must be exercised, if at all, within one (1) year after the date of death of the Optionee or, if earlier, within the originally prescribed term of the Option.

2. Price.

The purchase price for each share of Common Stock upon exercise of this Option is $____.

3. Non-Qualified Stock Option.

This Option is a non-qualified stock option, the exercise of which is subject to Section 83 of the Code.

4. Written Notice of Exercise.

This Option, to the extent it is exercisable as provided in
Section 10 herein, may be exercised only by delivering to the Company, at its principal office within the time specified in Section 1 or such shorter time as is otherwise provided for herein or in the Plan, a written notice of exercise substantially in the form described in Section 10. The Optionee hereby acknowledges receipt of a copy of the Plan.

5. Anti-Dilution Provisions.

(a) If there is any stock dividend or recapitalization resulting in a stock split, or combination or exchange of shares of Common Stock of the Company, the number of shares of Common Stock then subject to this option may be proportionately and appropriately adjusted by the Board of Directors; provided, however, that any fractional shares resulting from any such adjustment shall be eliminated.

(b) If there is any other change in the Common Stock of the Company, including capitalization, reorganization, sale or exchange of assets, exchange of shares, offering of subscription rights, or a merger or consolidation in which the Company is the surviving corporation, an adjustment, if any, shall be made in the shares then subject to this Option as the Board in its sole discretion may deem appropriate. Failure of the Board to provide for an adjustment pursuant to this subparagraph prior to the effective date of any Company action referred to herein shall be conclusive evidence that no adjustment has been approved by the Board in consequence of such action and that no such adjustment will be made in consequence of such action.

6. Investment Representation .

The Optionee agrees that until such time as a registration statement under the Securities Act of 1933, as amended (the "Act"), becomes effective with respect to this Option and/or the shares of Common Stock underlying this Option, the Optionee is taking this Option and shall take the shares of Common Stock underlying this Option, for the Optionees own account, for investment, and not for resale or distribution.

7. Transferability.

[This Option shall not be transferable by the Optionee other than by will or by the laws of descent and distribution, and is exercisable during the lifetime of the Optionee only by the Optionee.]
[Alternate-This Option may be transferable by the Optionee.]

8. Certain Rights Not Conferred by Option.

The Optionee shall not, by virtue of holding this option, be entitled to any rights of a stockholder in the Company .

9. Transfer Taxes.

The Company shall pay all original issue and transfer taxes with respect to the issuance and transfer of shares of Common Stock of the Company pursuant hereto provided that the shares are issued in the name of the Optionee.

10. Vesting Options.

(a) The amount of shares of Common Stock subject to this Option shall become exercisable as follows: __________on the date hereof,__________ on the first anniversary of the date hereof [and ____________ on the second anniversary of the date hereof], subject to the provision of Section 1 hereof. [ Alternative-The amount of shares of Common Stock subject to this Option shall become exercisable on the date hereof, subject to the provision of Section 1 hereof and the Plan.]

(b) An Option shall be exercisable by written notice of such exercise, in the form prescribed by the Board to the Company, at its principal executive office. The notice shall specify the number of shares for which the option is being exercised, be signed by the Optionee and shall be accompanied by payment in cash or by check of the amount of the full purchase price of such shares or in such manner as the Board shall deem acceptable consistent with the provisions of the Plan.

(c) No shares shall be delivered upon exercise of this Option until all laws, rules and regulations which the Board may deem applicable have been complied with. If a registration statement under the Act is not then in effect with respect to the shares issuable upon such exercise, the Company may require as a condition precedent., among other things (i) that the person exercising the

Option give to the Company a written representation and undertaking, satisfactory in form and substance to the Company, that such person is acquiring the shares for his own account for investment and not with a view to the distribution thereof and/or (ii) an opinion of counsel satisfactory to the Company with respect to the existence of an exemption from the registration requirements of the Act, in which event the person(s) acquiring the Common Stock shall be bound by the provisions of the following legend which shall be endorsed upon the certificate(s) evidencing his option shares issued pursuant to such exercise:

"The shares represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "Act"). Such shares may not be sold, transferred or otherwise disposed of unless they have first been registered under the Act or, unless, in the opinion of counsel satisfactory to the Company's counsel, such registration is not required."

(d) Without limiting the generality of the foregoing, the Company may delay issuance of the shares of Common Stock underlying this Option until completion of any action or obtaining of any consent, which the Company deems necessary under any applicable law (including without limitation state securities or "blue sky" laws).

(e) The person exercising this Option shall not be considered a record holder of the stock so purchased for any purpose until the date on which such person is actually recorded as the holder of such stock in the records of the Company.

11. No Continued Employment.

Nothing herein shall be deemed to create any employment agreement or guaranty of continued service as an employee or limit in any way the Company's right to terminate Optionee's status as an employee at any time.

12. Notices.

Any notice required or permitted by the terms of this Option Agreement or the Plan shall be given by registered or certified mail, return receipt requested, addressed as follows:

To the Company:

Candies, Inc.
400 Columbus Avenue
Valhalla, New York 10595

To the Optionee:

[Name and Address of Optionee]

or to such other address or addresses of which notice in the same manner has previously been given when mailed in accordance with the foregoing provisions. Either party hereto may change the address to which such notices shall be given by providing the other party hereto with written notice of such change.

13. Tax Withholding.

Not later than the date as of which an amount first becomes includable in the gross income of the Optionee or other holder for federal income tax purposes with respect to this Option, the Optionee or other holder shall pay to the Company, or make arrangements satisfactory to the Company regarding the payment of, any federal, state and local taxes of any kind required by law to be withheld or paid with respect to such amount. The obligations of the Company under this Agreement shall be conditional upon such payment or arrangements and the Company shall, to the extent permitted by law, have the right to deduct any such taxes from any payment of any kind otherwise due to the holder of the option from the Company or any of its subsidiaries.

14. Benefit of Agreement.

This Agreement shall be for the benefit of and shall be binding upon the heirs, executors, administrators and successors of the parties hereto.

15. Governing Law.

This option agreement shall be construed and enforced in accordance with the law of the State of New York, except to the extent that the laws of the State of Delaware may be applicable.

CANDIE'S, INC.

By:_______________________
Name:
Title:

Accepted as of the date first set above.

Exhibit 10.26

CANDIE'S, INC.
NON-QUALIFIED STOCK OPTION AGREEMENT

CANDIE'S, INC., a Delaware corporation (the "Company"), pursuant to the Company's 2002 Stock Option Plan (the "Plan") hereby grants to ____________, an employee of the Company (the "Optionee"), as of _________, 20__, (the "Grant Date"), a non-qualified stock option to purchase a total of _____________ shares of the Company's common stock, par value $.001 per share ("Common Stock"), at the price of $___ per share on the terms and conditions set forth herein and in the Plan. This option (the "Option") is intended to be a non-qualified stock option, i.e., this option is not intended to be, nor is it, an incentive stock option as defined in Section 422 of the Internal Revenue Code of 1986, as amended (the "Code").

1. Duration.

(a) This Option was granted as of the Grant Date .

(b) This Option shall expire at the close of business on __________, 20__,
[insert date 10 years from Grant Date or other date as determined by Board or appropriate committee of the Board] (the "Termination Date"), but shall be subject to earlier termination as provided herein or in the Plan .

(c) If the Optionee ceases to be employed by the Company for any reason other than death, disability, termination for cause, or voluntary termination by resignation, the Option may be exercised within three (3) months after the date the Optionee ceases to be an employee, or within [__ (__) years] [insert 10 years or other period from 1(b)] from the Grant Date of the Option, whichever is earlier, but may not be exercised thereafter. In such event, the Option shall be exercisable only to the extent that the right to purchase shares of Common Stock under the Plan has accrued and is in effect at the date of such cessation of employment.

In the event the Optionee's employment is terminated by the Company for "cause" (as defined in the Plan), or by voluntary resignation by the Optionee, the Optionee's right to exercise any unexercised portion of this Option shall cease forthwith, and this Option shall thereupon terminate.

In the event of disability of the Optionee (as determined by the Board of Directors of the Company (the "Board") or an appropriate committee of the Board, as the case may be, and as to the fact and date of which the Optionee is notified by the Board or that Committee, as the case may be, in writing), the Option shall be exercisable within one (1) year after the date of such disability or, if earlier, the term originally prescribed by this Agreement. In such event, the Option shall be exercisable to the extent that the right to purchase the shares of Common Stock hereunder has accrued on the date the Optionee becomes disabled and is in effect as of such determination date.

In the event of the death of the Optionee while an employee of the Company or within three (3) months after the termination of employment (other than termination for cause or voluntary termination by the employee), the Option shall be exercisable to the extent exercisable but not exercised as of

the date of death and in such event, the Option must be exercised, if at all, within one (1) year after the date of death of the Optionee or, if earlier, within the originally prescribed term of the Option.

2. Price.

The purchase price for each share of Common Stock upon exercise of this Option is $____.

3. Non-Qualified Stock Option.

This Option is a non-qualified stock option, the exercise of which is subject to Section 83 of the Code.

4. Written Notice of Exercise.

This Option, to the extent it is exercisable as provided in
Section 10 herein, may be exercised only by delivering to the Company, at its principal office within the time specified in Section 1 or such shorter time as is otherwise provided for herein or in the Plan, a written notice of exercise substantially in the form described in Section 10. The Optionee hereby acknowledges receipt of a copy of the Plan.

5. Anti-Dilution Provisions.

(a) If there is any stock dividend or recapitalization resulting in a stock split, or combination or exchange of shares of Common Stock of the Company, the number of shares of Common Stock then subject to this option may be proportionately and appropriately adjusted by the Board of Directors; provided, however, that any fractional shares resulting from any such adjustment shall be eliminated.

(b) If there is any other change in the Common Stock of the Company, including capitalization, reorganization, sale or exchange of assets, exchange of shares, offering of subscription rights, or a merger or consolidation in which the Company is the surviving corporation, an adjustment, if any, shall be made in the shares then subject to this Option as the Board in its sole discretion may deem appropriate. Failure of the Board to provide for an adjustment pursuant to this subparagraph prior to the effective date of any Company action referred to herein shall be conclusive evidence that no adjustment has been approved by the Board in consequence of such action and that no such adjustment will be made in consequence of such action.

6. Investment Representation .

The Optionee agrees that until such time as a registration statement under the Securities Act of 1933, as amended (the "Act"), becomes effective with respect to this Option and/or the shares of Common Stock underlying this Option, the Optionee is taking this Option and shall take the shares of Common Stock underlying this Option, for the Optionees own account, for investment, and not for resale or distribution.

7. Transferability.

[This Option shall not be transferable by the Optionee other than by will or by the laws of descent and distribution, and is exercisable during the lifetime of the Optionee only by the Optionee.]
[Alternate-This Option may be transferable by the Optionee.]

8. Certain Rights Not Conferred by Option.

The Optionee shall not, by virtue of holding this option, be entitled to any rights of a stockholder in the Company .

9. Transfer Taxes.

The Company shall pay all original issue and transfer taxes with respect to the issuance and transfer of shares of Common Stock of the Company pursuant hereto provided that the shares are issued in the name of the Optionee.

10. Vesting Options.

(a) The amount of shares of Common Stock subject to this Option shall become exercisable as follows: __________on the date hereof,__________ on the first anniversary of the date hereof [and ____________ on the second anniversary of the date hereof], subject to the provision of Section 1 hereof and the Plan. [ Alternative-The amount of shares of Common Stock subject to this Option shall become exercisable on the date hereof, subject to the provision of Section 1 hereof and the Plan.]

(b) An Option shall be exercisable by written notice of such exercise, in the form prescribed by the Board to the Company, at its principal executive office. The notice shall specify the number of shares for which the option is being exercised, be signed by the Optionee and shall be accompanied by payment in cash or by check of the amount of the full purchase price of such shares or in such manner as the Board shall deem acceptable consistent with the provisions of the Plan.

(c) No shares shall be delivered upon exercise of this Option until all laws, rules and regulations which the Board may deem applicable have been complied with. If a registration statement under the Act is not then in effect with respect to the shares issuable upon such exercise, the Company may require as a condition precedent., among other things (i) that the person exercising the

Option give to the Company a written representation and undertaking, satisfactory in form and substance to the Company, that such person is acquiring the shares for his own account for investment and not with a view to the distribution thereof and/or (ii) an opinion of counsel satisfactory to the Company with respect to the existence of an exemption from the registration requirements of the Act, in which event the person(s) acquiring the Common Stock shall be bound by the provisions of the following legend which shall be endorsed upon the certificate(s) evidencing his option shares issued pursuant to such exercise:

"The shares represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "Act"). Such shares may not be sold, transferred or otherwise disposed of unless they have first been registered under the Act or, unless, in the opinion of counsel satisfactory to the Company's counsel, such registration is not required."

(d) Without limiting the generality of the foregoing, the Company may delay issuance of the shares of Common Stock underlying this Option until completion of any action or obtaining of any consent, which the Company deems necessary under any applicable law (including without limitation state securities or "blue sky" laws).

(e) The person exercising this Option shall not be considered a record holder of the stock so purchased for any purpose until the date on which such person is actually recorded as the holder of such stock in the records of the Company.

11. No Continued Employment.

Nothing herein shall be deemed to create any employment agreement or guaranty of continued service as an employee or limit in any way the Company's right to terminate Optionee's status as an employee at any time.

12. Notices.

Any notice required or permitted by the terms of this Option Agreement or the Plan shall be given by registered or certified mail, return receipt requested, addressed as follows:

To the Company:

Candies, Inc.
400 Columbus Avenue
Valhalla, New York 10595

To the Optionee:

[Name and Address of Optionee]

or to such other address or addresses of which notice in the same manner has previously been given when mailed in accordance with the foregoing provisions. Either party hereto may change the address to which such notices shall be given by providing the other party hereto with written notice of such change.

13. Tax Withholding.

Not later than the date as of which an amount first becomes includable in the gross income of the Optionee or other holder for federal income tax purposes with respect to this Option, the Optionee or other holder shall pay to the Company, or make arrangements satisfactory to the Company regarding the payment of, any federal, state and local taxes of any kind required by law to be withheld or paid with respect to such amount. The obligations of the Company under this Agreement shall be conditional upon such payment or arrangements and the Company shall, to the extent permitted by law, have the right to deduct any such taxes from any payment of any kind otherwise due to the holder of the option from the Company or any of its subsidiaries.

14. Benefit of Agreement.

This Agreement shall be for the benefit of and shall be binding upon the heirs, executors, administrators and successors of the parties hereto.

15. Governing Law.

This option agreement shall be construed and enforced in accordance with the law of the State of New York, except to the extent that the laws of the State of Delaware may be applicable.

CANDIE'S, INC.

By:_______________________
Name:
Title:

Accepted as of the date first set above.

Exhibit 10.27

EMPLOYMENT AGREEMENT

EMPLOYMENT AGREEMENT (the "Agreement"), entered into March 29, 2005 to be effective as of January 1, 2005, by and between Candie's, Inc., a Delaware corporation (the "Company"), and Neil Cole (the "Executive").

W I T N E S S E T H:

WHEREAS, the Executive possesses unique personal knowledge, experience and expertise concerning the business and operations conducted by the Company; and

WHEREAS, the Company desires to continue to employ the Executive beyond the term of the current employment agreement between the Executive and the Company, and the Executive desires to continue to be employed by the Company, upon the terms and subject to the conditions set forth this Agreement.

NOW, THEREFORE, in consideration of the covenants and agreements hereinafter set forth and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. EMPLOYMENT AND DUTIES

1.1. Term of Employment. The Executive's employment under this Agreement shall commence on January 1, 2005 (the "Start Date") and shall continue until the third anniversary of the Start Date, unless earlier terminated or canceled as provided in this Agreement (the "Term").

1.2. General.

1.2.1. During the Term, the Executive shall have the title of the President and Chief Executive Officer of the Company and shall have such duties as may be from time to time delegated to him by the Board of Directors of the Company (the "Board"). The Executive shall faithfully and diligently discharge his duties hereunder and use his best efforts to implement the policies established by the Board. No other officer will be appointed with authority over the executive or business affairs of the Company and the Executive's responsibilities shall include, among other things, the power to enter into banking relationships; to hire and fire employees; to order merchandise; to engage in advertising and promotion; and to employ outside consultants and professionals.

1.2.2. The Executive shall devote all of his business time, attention, knowledge and skills faithfully, diligently and to the best of his ability, in furtherance of the business and activities of the Company; provided, however, that nothing in this Agreement shall preclude the Executive from devoting reasonable periods of time required for:

(i) serving as a director or member of a committee of any organization or corporation involving no conflict of interest with the interests of the Company and with the written consent of the Company, which consent shall not be unreasonably withheld;

(ii) delivering lectures, fulfilling speaking engagements, and any writing or publication relating to his area of expertise;

(iii) engaging in professional organization and program activities; and

(iv) managing his personal investments;

provided that such activities do not materially interfere with the due performance of his duties and responsibilities under this Agreement as determined by the Board.

1.2.3. During the Term, the Board shall vote to recommend the election of the Executive by the Company's stockholders as a director.

1.3. Reimbursement of Expenses. The Company shall pay to the Executive the reasonable expenses incurred by him in the performance of his duties hereunder, including, without limitation, those incurred in connection with the use of an automobile, business related travel or entertainment, or, if such expenses are paid directly by the Executive, the Company shall promptly reimburse him for such payments, provided that the Executive properly accounts for such expenses in accordance with the Company's policy.

2. COMPENSATION

2.1. Base Salary. During the Term, the Executive shall be entitled to receive a base salary ("Base Salary") at a rate of five hundred thousand dollars ($500,000.00) per annum during the first year of the Term, five hundred fifty thousand dollars ($550,000.00) per annum during the second year of the Term and six hundred thousand dollars ($600,000.00) per annum during the third year of the Term, which Base Salary shall be payable in arrears in equal installments not less frequently than on a bi-monthly basis in accordance with the payroll practices of the Company, with such increases as may be determined by the Board from time to time.

2.2. Additional Salary. In addition to the Base Salary, the Company shall pay the Executive an additional salary during the first year of the Term of two hundred fifty thousand dollars ($250,000.00) payable sixty-two thousand five hundred dollars ($62,500.00) on each of the date that this Agreement is signed by the Executive and April 1, July 1 and October 3, 2005, provided the Executive is employed by the Company on such respective dates.

2.3. Incentive Bonuses.

2.3.1. In addition to the Base Salary (and, in the first year of the Term, in addition to the Additional Salary), the Executive shall receive in each fiscal year of the Company during the Term that the Company meets (as derived from the Company's Annual Report on Form 10-K ("10-K") for such fiscal year) at least 100% of its earnings before interest, taxes,

depreciation and amortization of fixed assets and intangible assets ("EBITDA") target for such fiscal year as determined by the Board (the "Target"), an incentive bonus (the "Fixed Incentive Bonus") in the amount of one hundred thousand dollars ($100,000.00) per annum during the first year of the Term, one hundred fifty thousand dollars ($150,000.00) per annum during the second year of the Term and two hundred thousand dollars ($200,000.00) per annum during the third year of the Term. The Fixed Incentive Bonus, if applicable, shall be due and payable by the Company to the Executive within thirty
(30) days after the filing by the Company of its 10-K with the Securities and Exchange Commission ("SEC") with respect to such fiscal year. The Target for the Company's fiscal year ending December 31, 2005 has been presented by the Board to the Executive on the date hereof. The Target for each fiscal year of the Company thereafter shall be proposed by the Executive, subject to the approval of the Board, such approval or alternative Target to be provided in writing to the Executive at least ten days prior to the commencement of each such fiscal year of the Company.

2.3.2. In addition to the Base Salary (and, in the first year of the Term, in addition to the Additional Salary) and the Fixed Incentive Bonus, if any, the Executive shall receive an incentive bonus (the "Percentage Incentive Bonus"), equal to 5% of the amount, if any, by which the Company's actual EBITDA for the fiscal year for which the Percentage Incentive Bonus is paid (as derived from the 10-K for such fiscal year) exceeds the greater of (a) the Target (as defined in Section 2.3.1 hereof) for such fiscal year, and (b) the highest amount of actual EBITDA previously achieved during the Term, provided that the amounts of any negative EBITDA for all prior years during the Term in which the Company had such negative EBITDA (and which negative EBITDA was not previously used in the calculation described in this proviso) shall reduce EBITDA in the year for which the calculation is made in determining whether and by how much (a) and (b) were exceeded. The Percentage Incentive Bonus, if applicable, shall be due and payable by the Company to the Executive within thirty
(30) days after the filing by the Company of its 10-K with the SEC with respect to such fiscal year.

2.4. Early Termination. Anything contained in this Section 2 to the contrary notwithstanding, in the event that the Executive's employment hereunder is terminated by the Company without Cause or by the Executive for Good Reason (as such terms are defined in Section 5.1 hereof) prior to the end of a fiscal year and the Executive would have been entitled to Incentive Bonuses under Section 2.3 for such fiscal year but for such termination, the Executive shall be entitled to a pro rata portion of the Incentive Bonuses that would have been payable but for such termination through the Date of Termination (as defined in
Section 5.3 hereof).

2.5. Stock Options. In addition to the Base Salary, Additional Salary and the Incentive Bonuses, if any, the Executive shall receive, as incentive compensation, options ("Options") to purchase up to an aggregate of 800,000 shares (the "Shares") of common stock of the Company, pursuant to and upon the terms and conditions set forth in the Company's 2002 Stock Option Plan ("Plan"). The Options shall vest immediately and be exercisable at any time during the ten year period commencing upon the date of grant, subject to earlier termination as provided in the Plan and the option agreement between the Company and the Executive, at an exercise price per share equal to the last sales price for the Company's common stock on the date hereof.

2.6. Additional Compensation. In addition to the Base Salary, Additional Salary and the Incentive Bonuses, if any, and the Options, the Executive shall be entitled to receive such other cash bonuses and such other compensation in the form of stock, stock options or other property or rights as may from time to time be awarded him by the Board during or in respect of his employment hereunder.

3. PLACE OF PERFORMANCE. In connection with his employment by the Company, the Executive shall be based at the Company's principal executive offices in New York, New York, subject to the mutual agreement of the Executive and the Company to relocate him to another office of the Company. Subject to the foregoing, in connection with any relocation or transfer of the Executive outside of the greater New York metropolitan area, the Company will promptly pay (or reimburse the Executive for) all reasonable moving and moving-related expenses (including any losses incurred as a result of the sale of the Executive's personal residence) incurred by the Executive as a consequence of a change of his principal residence in connection with any such relocation or transfer.

4. EMPLOYEE BENEFITS

4.1. Benefit Plans. The Executive shall, during the Term, be included to the extent eligible thereunder in all employee benefit plans, programs or arrangements of general application (including, without limitation, any plans, programs or arrangements providing for retirement benefits, options and other equity-based incentive compensation, profit sharing, bonuses, disability benefits, health and life insurance, or vacation and paid holidays) which shall be established by the Company or any affiliate of the Company, for, or made available to, their respective senior executives ("Benefits"). During the Term, the Benefits described in this paragraph 4 may only be reduced as a result of a general reduction for senior executives.

4.2. Vacation. The Executive shall be entitled to not less than four (4) weeks vacation at full pay for each year during the Term. Such vacation may be taken in the Executive's discretion, and at such time or times as are not inconsistent with the reasonable business needs of the Company.

4.3. Life Insurance Coverage. The Company shall use its best efforts to obtain and maintain in full force and effect during the Term life insurance covering the life of the Executive for the benefit of his designee in the amount of $5,000,000, of which up to $1,000,000 may, at the option of the Executive, be a whole-life policy and the remainder shall be a term policy. A schedule of the current life insurance policies maintained by the Company on the life of the Executive is attached hereto as Exhibit A.

5. TERMINATION OF EMPLOYMENT

5.1. General. The Executive's employment under this Agreement may be terminated without any breach of this Agreement only on the following circumstances:

5.1.1. Death. The Executive's employment under this Agreement shall terminate upon his death.

5.1.2. Disability. If, as a result of the Executive's Disability (as defined below), the Executive shall have been absent from his duties under this Agreement for sixty (60) consecutive days, the Company may terminate the Executive's employment upon thirty (30) days prior written notice; provided that the Executive has not returned to full time performance of his duties during such thirty (30) day period. For purposes hereof, "Disability" shall mean that the Executive is unable to perform his normal and customary duties hereunder as a result of physical or mental illness.

5.1.3. Good Reason. The Executive may terminate his employment for Good Reason at any time. For purposes of this Agreement, "Good Reason" shall mean:

(i) the failure by the Company to comply with its material obligations and agreements contained in this Agreement;

(ii) a material diminution of the responsibilities or title of the Executive with the Company without the express written consent of the Executive;

(iii) a reduction by the Company in the Base Salary as in effect on the date hereof, or as the same may be increased from time to time, without the express written consent of the Executive; or

(iv) the re-location of the Executive to an office outside of the greater New York metropolitan area, unless mutually agreed to;

provided, however, that the Executive shall have provided the Company with written notice that such actions are occurring and the Company has been afforded a reasonable opportunity of at least thirty (30) days to cure same.

5.1.4. Cause. The Company may terminate the Executive's employment under this Agreement for Cause. Termination for "Cause" shall mean termination of the Executive's employment because of the occurrence of any of the following as determined by the Board:

(i) the willful and continued failure by the Executive to substantially perform his obligations under this Agreement (other than any such failure resulting from the Executive's incapacity due to physical or mental illness); provided, however, that the Company shall have provided the Executive with written notice that such actions are occurring and the Executive has been afforded a reasonable opportunity of at least thirty
(30) days to cure same, or

(ii) the indictment of the Executive for a felony or other crime involving moral turpitude or dishonesty; or

(iii) the willful engaging in misconduct (including theft, fraud, embezzlement, and securities law violations) which is injurious to the Company, monetarily, or otherwise. For purposes of this Section 5.1.4(iii), no act, or failure to act, on the part of the Executive shall be considered "willful" unless done, or omitted to be done, by him in bad faith and without reasonable belief that his action or omission was in the best interest of the Company.

5.2. Notice of Termination. Any termination of the Executive's employment by the Company or by the Executive (other than termination by reason of the Executive's death) shall be communicated by written Notice of Termination to the other party of this Agreement. For purposes of this Agreement, a "Notice

of Termination" shall mean a notice which shall indicate the specific termination provision in this Agreement relied upon and shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive's employment under the provision so indicated. 5.3. Date of Termination. The "Date of Termination" shall mean (a) if the Executive's employment is terminated by his death, the date of his death, (b) if the Executive's employment is terminated pursuant to subsection 5.1.2 above, thirty (30) days after Notice of Termination is given (provided that the Executive shall not have returned to the performance of his duties on a full-time basis during such thirty (30) day period), (c) if the Executive's employment is terminated pursuant to subsections 5.1.3 or 5.1.4 above, the date specified in the Notice of Termination after the expiration of any applicable cure periods, and (d) if the Executive's employment is terminated for any other reason, the date on which a Notice of Termination is given; provided that if within thirty (30) days after any Notice of Termination is given the party or parties receiving such Notice of Termination notifies the other party or parties that a dispute exists concerning such termination, the Date of Termination shall be the date on which the dispute is finally determined by a binding and final arbitration award or by a final judgment, order or decree of a court of competent jurisdiction (the time for appeal therefrom having expired and no appeal having been perfected).

5.4. Compensation Upon Termination.

5.4.1. Termination for Cause. If the Executive's employment shall be terminated for Cause, the Company shall pay the Executive his Base Salary through the Date of Termination, at the rate in effect at the time Notice of Termination is given, and all expenses and accrued Benefits arising prior to such termination which are payable to the Executive pursuant to this Agreement through the Date of Termination and the Company shall have no further obligation with respect to this Agreement.

5.4.2. Termination without Cause or For Good Reason. Subject to the provisions of subsection 5.4.3 hereof, if, prior to the expiration of the Term, the Executive's employment hereunder is terminated by the Executive for Good Reason or by the Company without Cause (other than a termination by reason of Disability), the Company shall pay to the Executive all expenses and accrued Benefits arising prior to such termination which are payable to the Executive pursuant to this Agreement through the Date of Termination and the Company shall continue to pay the Executive his Base Salary as then in effect for the greater of (i) the remainder of the original Term or
(ii) a period of one year (1) year from the Date of Termination (such period being referred to hereinafter as the "Severance Period"), payable in monthly installments. In addition, during the Severance Period, the Executive shall be entitled to continue to participate in all employee benefit plans that the Company provides (and continues to provide) generally to its senior executives. The Company shall also pay all indemnity payments and all legal fees and expenses incurred by the Executive as a result of such termination (including all such fees and expenses, if any, incurred in contesting or disputing any such termination or in seeking to obtain or enforce any right or benefit provided by this Agreement).

5.4.3. Death During Severance Period. In the event of the Executive's death during the Severance Period, payments of Base Salary under this Section 5.4 and payments under the Company's employee benefit plan(s) shall continue to be made in accordance with their terms during the remainder of the Severance Period to the beneficiary designated in writing for such purpose by the Executive or, if no such beneficiary is specifically designated, to the Executive's estate.

5.4.4. Termination Following Change in Control.

(i) Anything contained herein to the contrary notwithstanding, in the event the Executive's employment hereunder is terminated within twelve (12) months following a Change in Control (as defined below) by the Company without Cause, or any joint venturer or partner of the Company existing as of the date hereof, or by the Executive with Good Reason, then the Company shall pay to the Executive in complete satisfaction of its obligations under this Agreement, as severance pay and as liquidated damages (because actual damages are difficult to ascertain), in a lump sum, in cash, within fifteen (15) days after the Date of Termination, an amount equal to $100 less than three times the Executive's "annualized includable compensation for the base period" (as defined in Section 280G of the Internal Revenue Code of 1986); provided, however, that if such lump sum severance payment, either alone or together with other payments or benefits, either cash or non-cash, that the Executive has the right to receive from the Company, including, but not limited to, accelerated vesting or payment of any deferred compensation, options, stock appreciation rights or any benefits payable to the Executive under any plan for the benefit of employees, which would constitute an "excess parachute payment" (as defined in Section 280G of the Internal Revenue Code of 1986), then such lump sum severance payment or other benefit shall be reduced to the largest amount that will not result in receipt by the Executive of a parachute payment. The determination of the amount of the payment described in this subsection shall be made by the Company's independent auditors at the sole expense of the Company. For purposes of clarification the value of any options described above will be determined by the Company's independent auditors using a Black-Scholes valuation methodology.

For purposes of this Agreement, a "Change in Control" shall be deemed to occur (i) when any "person" as defined in Section 3(a)(9) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and as used in Section 13(d) and 14(d) thereof, including a "group" as defined in Section 13(d) of the Exchange Act, but excluding the Executive, the Company or any subsidiary or any affiliate of the Company or any employee benefit plan sponsored or maintained by the Company or any subsidiary of the Company (including any trustee of such plan acting as trustee), becomes the "beneficial owner" (as defined in Rule 13(d)(3) under the Exchange Act) of securities of the Company representing 15% or more of the combined voting power of the Company's then outstanding securities; or (ii) when, during any period of twenty-four (24) consecutive months, the individuals who, at the beginning of such period, constitute the Board of Directors (the "Incumbent Directors") cease for any reason other than death to constitute at least a majority thereof; provided, however, that a director who was not a director at the beginning of such twenty-four (24) month period shall be deemed to have satisfied such twenty-four (24) month requirement (and be an Incumbent Director) if such director was elected by, or on the recommendation of or with the approval of, at least two-thirds (2/3) of the directors who then qualified as Incumbent Directors either actually (because they were directors at the beginning of such twenty-four (24) month period) or through the operation of this proviso; or
(iii) the occurrence of a transaction requiring stockholder approval for the acquisition of the Company by an entity other than the Company or a subsidiary or an affiliated company of the Company through purchase of assets, or by merger, or otherwise.

(ii) If within twelve (12) months after the occurrence of a Change in Control, the Company shall terminate the Executive's employment without Cause or the Executive terminates his employment for Good Reason, then notwithstanding the vesting and exercisability schedule in any stock option agreement between the Company and the Executive, all unvested stock options granted by the Company to the Executive pursuant to such agreement shall immediately vest and become exercisable and shall remain exercisable for not less than 180 days thereafter.

5.4.5. Termination upon Death or Retirement. In the event of the termination of the Executive's employment by reason of death or retirement, the Company shall pay the Executive his Base Salary through the Date of Termination, at the rate then in effect, and all expenses or accrued Benefits arising prior to such termination which are payable to the Executive pursuant to this Agreement through the Date of Termination. In addition, the Executive and/or his beneficiaries shall be entitled to such other benefits as shall be determined in accordance with the benefit plans maintained by the Company, including, without limitation, any benefits to which they are entitled under the life insurance policy provided for in Section 4.3 hereof.

5.4.6. Termination upon Disability. In the event of the termination of the Executive's employment by reason of Disability in accordance with the provisions of Section 5.1.2 hereof, the Company shall pay to the Executive a lump sum cash payment in an amount equal to the present value of the Base Salary that would have been payable to the Executive during the remainder of the original Term had the Agreement not been so terminated, together with all expenses and accrued Benefits arising prior to such termination which are payable to the Executive pursuant to this Agreement through the Date of Termination. In addition, the Executive and/or his beneficiaries shall be entitled to such other benefits as shall be determined in accordance with the benefit plans maintained by the Company.

5.4.7. The Executive shall not be required to mitigate the amount of any payment provided for in this Section 5.4 by seeking other employment or otherwise, nor shall the amount of any payment provided for in this Section 5.4 be reduced by any compensation earned by the Executive as the result of employment by another employer or business or by profits earned by the Executive from any other source at any time before and after the Date of Termination.

6. INSURABILITY; RIGHT TO INSURE

During the continuance of the Executive's employment hereunder, the Company shall have the right to maintain key man life insurance in its own name covering the Executive's life in such amount as shall be determined by the Company, for a term ending on the termination or expiration of this Agreement. The Executive shall aid in the procuring of such insurance by submitting to the required medical examinations, if any, and by filling out, executing and delivering such applications and other instrument in writing as may be reasonably required by an insurance company or companies to which application or applications for insurance may be made by or for the Company.

7. CONFIDENTIALITY; NONCOMPETITION; NONSOLICITATION; NONDISPARAGEMENT

7.1. The Company and the Executive acknowledge that the services to be performed by the Executive under this Agreement are unique and extraordinary and, as a result of such employment, the Executive shall be in possession of confidential information relating to the business practices of the Company. The term "confidential information" shall mean any and all information (oral and written) relating to the Company or any of its affiliates, or any of their respective activities, other than such information which (i) can be shown by the Executive to be in the public domain (such information not being deemed to be in the public domain merely because it is embraced by more general information which is in the public domain) other than as the result of breach of the provisions of this paragraph 7 or (ii) the Executive is required to disclose under any applicable laws, regulations or directives of any government agency, tribunal or authority having jurisdiction in the matter or under subpoena or other process of law. The Executive shall not, during the Term and for a period of two (2) years thereafter, except as may be required in the course of the performance of his duties hereunder, directly or indirectly, use, communicate, disclose or disseminate to any person, firm or corporation any confidential information regarding the clients, customers or business practices of the Company acquired by the Executive, without the prior written consent of the Company; provided, however, that the Executive understands that Executive shall be prohibited from misappropriating any trade secret at any time during or after the Term.

7.2. Upon the termination of the Executive's employment for any reason whatsoever, all documents, records, notebooks, equipment, price lists, specifications, programs, customer and prospective customer lists and other materials which refer or relate to any aspect of the business of the Company which are in the possession of the Executive, including all copies thereof, shall be promptly returned to the Company.

7.3. The Executive hereby agrees that he shall not, during the Term, and, in the event that the Executive's employment hereunder is terminated by the Company for Cause or by the Executive without Good Reason, for a period of two years after the date of such termination, directly or indirectly, within any county (or adjacent county) in any State within a fifty (50) mile radius of the location of any of the Company's offices, engage, have an interest in or render any services to any business (whether as owner, manager, operator, licensor, licensee, lender, partner, stockholder, joint venturer, employee, consultant or otherwise) competitive with the business activities conducted by the Company, its subsidiaries, or affiliates during the Term. Notwithstanding the foregoing, nothing herein shall prevent the Executive from owning stock in a publicly traded corporation whose activities compete with those of the Company's, provided that such stock holdings are not greater than five percent (5%) of such corporation.

7.4. The Executive shall not, during the Term, and, in the event that the Executive's employment hereunder is terminated by the Company for Cause or by the Executive without Good Reason, for a period of two years after the date of such termination, directly or indirectly, take any action which constitutes an interference with or a disruption of any of the Company's business activities including, without limitation, the solicitations of the Company's customers, or persons listed on the personnel lists of the Company.

7.5. For purposes of clarification, but not of limitation, the Executive hereby acknowledges and agrees that the provisions of Sections 7.3 and 7.4 above shall serve as a prohibition against him from, during the period referred to therein, directly or indirectly, hiring, offering to hire, enticing, soliciting or in any other manner persuading or attempting to persuade any officer, employee, agent, lessor, lessee, licensor, licensee or customer of the Company (but only those suppliers existing during the time of the Executive's employment by the Company, or at the termination of his employment), to discontinue or alter his, her or its relationship with the Company.

7.6. At no time during or after the Term shall either party hereto, directly or indirectly, disparage the commercial, business, professional or financial, as the case may be, reputation of the other party.

7.7. Without intending to limit the remedies available to the Company, the Executive acknowledges that a breach of any of the covenants contained in this paragraph 7 may result in material and irreparable injury to the Company, or its affiliates or subsidiaries, for which there is no adequate remedy at law, that it will not be possible to measure damages for such injuries precisely and that, in the event of such a breach or threat the Company shall be entitled to seek a temporary restraining order and/or a preliminary or permanent injunction restraining the Executive from engaging in activities prohibited by this paragraph 7 or such other relief as may be required specifically to enforce any of the covenants in this paragraph 7. If for any reason it is held that the restrictions under this paragraph 7 are not reasonable or that consideration therefor is inadequate, such restrictions shall be interpreted or modified to include as much of the duration and scope identified in this paragraph as will render such restrictions valid and enforceable.

8. RIGHTS OF INDEMNIFICATION

8.1. The Company shall indemnify the Executive to the fullest extent permitted by the General Corporation Law of the State of Delaware, as amended from time to time, for all amounts (including without limitation, judgments, fines, settlement payments, expenses and attorney's fees) incurred or paid by the Executive in connection with any action, suit, investigation or proceeding arising out of or relating to the performance by the Executive of services for, or the acting by the Executive as a director, officer or employee of the Company, or any other person or enterprise at the Company's request.

8.2. The Company shall use its best efforts to obtain and maintain in full force and effect during the Term, directors' and officers' liability insurance policies providing full and adequate protection to the Executive for his capacities, provided that the Board shall have no obligation to purchase such insurance if, in its opinion, coverage is available only on unreasonable terms.

9. MISCELLANEOUS

9.1. Notices. All notices or communications hereunder shall be in writing, addressed as follows:

To the Company:Candie's, Inc. 215 West 40th Street 6th Floor New York, NY 10018 Attn:Deborah Sorell Stehr Senior Vice President and General Counsel

with a copy to:Blank Rome LLP 405 Lexington Avenue New York, NY 10174 Attn: Robert J. Mittman, Esq.

To the Executive:Neil Cole 525 East 72nd Street Apt 30D
New York, NY 10021

All such notices shall be conclusively deemed to be received and shall be effective (i) if sent by hand delivery, upon receipt, (ii) if sent by telecopy or facsimile transmission, upon confirmation of receipt by the sender of such transmission, (iii) if sent by overnight courier, one business day after being sent by overnight courier, or (iv) if sent by registered or certified mail, postage prepaid, return receipt requested, on the fifth day after the day on which such notice is mailed.

9.2. Severability. Each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be prohibited by or invalid under applicable law, such provision will be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement.

9.3. Binding Effect; Benefits. Executive may not delegate his duties or assign his rights hereunder. This Agreement shall inure to the benefit of, and be binding upon, the parties hereto and their respective heirs, legal representatives, successors and permitted assigns.

9.4. Entire Agreement. This Agreement represents the entire agreement of the parties and shall supersede any and all previous contracts, arrangements or understandings between the Company and the Executive, including, without limitation, that certain Employment Agreement dated February 1, 2002 between the Company and the Executive, which shall be deemed to have terminated on December 31, 2004 . This Agreement may be amended at any time by mutual written agreement of the parties hereto. In the case of any conflict between any express term of this Agreement and any statement contained in any employment manual, memo or rule of general applicability of the Company, this Agreement shall control.

9.5. Withholding. The payment of any amount pursuant to this Agreement shall be subject to applicable withholding and payroll taxes, and such other deductions as may be required under the Company's employee benefit plans, if any.

9.6. Governing Law. This Agreement and the performance of the parties hereunder shall be governed by the internal laws (and not the law of conflicts) of the State of New York. Any claim or controversy arising out of or in connection with this Agreement, or the breach thereof, shall be adjudicated exclusively by the Supreme Court, New York County, State of New York, or by a federal court sitting in Manhattan in New York City, State of New York. The parties hereto agree to the personal jurisdiction of such courts and agree to accept process by regular mail in connection with any such dispute.

9.7. Legal Fees and Court Costs. In the event that any action, suit or other proceeding in law or in equity is brought to enforce the provisions of this Agreement, and such action results in the award of a judgment for money damages or in the granting of any injunction in favor of the Company, all expenses (including reasonable attorneys' fees) of the Company in such action, suit or other proceeding shall be paid by the Executive. In the event that any action, suit or other proceeding in law or in equity is brought to enforce the provisions of this Agreement, and such action results in the award of a judgment for money damages or in the granting of any injunction in favor of the Executive, all expenses (including reasonable attorneys' fees and travel expenses) of the Executive in such action, suit or other proceeding shall be paid by the Company.

IN WITNESS WHEREOF, the Company has caused this Agreement to be duly executed and the Executive has hereunto set his hand, as of the day and year first above written,

THE COMPANY:CANDIE'S, INC

       By:/s/Warren Clamen
          --------------------------------
          Warren Clamen
          Executive Vice President -
          Chief Financial Officer

EXECUTIVE:/s/ Neil Cole
          --------------------------------
          Neil Cole