CANDIES INC
EMPLOYEEMENT AGREEMENT WITH DAVID CONN
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>2
<FILENAME>cand_ex101.txt
<DESCRIPTION>EMPLOYEEMENT AGREEMENT WITH DAVID CONN
<TEXT>
                                                                    Exhibit 10.1

                              EMPLOYMENT AGREEMENT

     Agreement,  dated as of April 17, 2004, by and between Candie's,  Inc. (the
"Company") and David Conn ("Employee") (the "Parties").

     WHEREAS,  the  Company  wishes to hire the  Employee,  for the  position of
Executive Vice  President,  and the Employee has agreed to undertake and perform
the obligations set forth in this Agreement, subject to the terms hereof.

     NOW, THEREFORE, in consideration of the promises,  covenants and agreements
set forth in this Agreement, the parties agree as follows:

     1.  Engagement of Employee;  Duties.  The Company hereby agrees to hire the
Employee,  on an exclusive  basis to perform the services  mutually agreed to by
the Parties  including,  but not limited to,  accountability  for the P&L of the
business,  the oversight of the  advertising,  marketing,  licensing and product
direction  given to  licensees of the Company.  In addition,  Employee  shall be
responsible  for working with senior  management to develop and execute a growth
strategy for the Company.  Employee shall be an officer of the Company and shall
report to the Chief Executive Officer of the Company.

     2. Time.  Employee shall devote  substantially all of his professional time
and best efforts to the business affairs of the Company.

     3. Term. The  Employee's  engagement  shall  commence  effective on May 17,
2004,  (the "Start Date") and shall continue for two years (the "Term"),  unless
terminated for cause for any reason by either Party upon 30 days written notice.
The Company may  terminate the Agreement for cause in the event that Employee is
convicted of a crime of moral  turpitude,  which may  reasonably  be expected to
have an adverse  impact on the company,  Employee's  dishonesty  in his dealings
with  the  Company,  or for the  willful  refusal  of  Employee  to  follow  the
directives of the CEO of the Company.  Employee may terminate  this Agreement in
the  event  his  title,  reporting  relationship  or  job  responsibilities  are
materially or adversely  affected.  In the event the Company elects to terminate
this Agreement for any reason other than that specified  herein,  Employee shall
be entitled to receive his current salary through the remainder of the term.

     4.  Compensation.   As  compensation  to  the  Employee  for  his  services
hereunder, the Company shall pay to the Employee $200,000 for the first year and
$225,000 for the second year,  payable in accordance with the Company's  payroll
practices and procedures in effect.

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<PAGE>

     5. Fringe  Benefits.  Employee  shall receive the fringe  benefits given to
other  officers of the Company  including,  but not limited to,  major  medical,
dental,  life insurance,  pension  including any 401 (K) or other profit sharing
plan.  Employee  shall also be added as an insured under the Company's  officers
and  directors  insurance and all other polices which pertain to officers of the
Company.

     6. Bonus.  The Employee  shall be eligible to  participate in the executive
bonus program then in effect.  He shall be eligible for a bonus of up to 100% of
his  salary,  but shall  receive a bonus of not less than  $25,000 on May 1st of
each year of his employment.  The performance  criteria shall be similar to that
of the Chief Executive Officer of the Company.

     7.  Options.  The  Employee  shall be granted  options to purchase  200,000
shares  of the  Company's  stock at the price of the stock on or about the Start
Date,  which shall vest upon the  Employee's  continued  employment  as follows:
75,000 on the Start Date, 50,000 on the first anniversary thereof, and 75,000 on
the second anniversary thereof.

     8. Vacation. The Employee shall be entitled to take three weeks of vacation
during the first year that he is employed and shall be entitled to four weeks of
vacation  during his  second  year of  employment.  The  Employee  shall use his
vacation in the calendar year in which it is accrued.

     9. Change of Control.  In the event that there comes a time during the Term
hereof that Neil Cole is not either (i) employed as an executive  officer of the
Company or; (ii) a member of the Company's Board of Directors, then the Employee
shall be entitled to receive his current  salary  through the  remainder  of the
Term.

     10.  Confidentiality.  The  Employee  shall not  divulge to anyone,  either
during or at any time  after  the Term,  any  information  constituting  a trade
secret or other confidential  information acquired by it concerning the Company,
any subsidiary or other  affiliate of the Company,  except in the performance of
his duties  hereunder,  including  but not limited to its  licensees,  revenues,
business  systems  and  processes  ("Confidential  Information").  The  Employee
acknowledges that any Confidential Information is of great value to the Company,
and upon the  termination of its engagement the Employee shall  redeliver to the
Company all Confidential Information and other data in his possession.

     12. Entire  Agreement.  This Agreement  represents and expresses the entire
understanding  and  agreement  between the parties  with  respect to the subject
matter  hereof and may not be modified or  terminated  except by an agreement in
writing signed by both of the parties hereto.



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<PAGE>

     13.  Governing Law;  Submissions to  Jurisdiction.  This Agreement shall be
deemed to be a contract made under the laws of the State of New York and for all
purposes  shall be  construed  in  accordance  with those laws.  The Company and
Employee  unconditionally consent to submit to the exclusive jurisdiction of the
New York State Supreme Court,  County of New York or the United States  District
Court for Southern  District of New York for any actions,  suits or  proceedings
arising  out of or relating  to this  letter and the  transactions  contemplated
hereby  (and agree not to  commence  any  action,  suit or  proceeding  relating
thereto  except in such courts),  and further agree that service of any process,
summons,  notice or document by  registered  mail to the address set forth above
shall be effective service of process for any action, suit or proceeding brought
against the Company or the Employee,  as the case may be, in any such court.  IN
WITNESS  WHEREOF,  the parties  hereto have set their hands as of the date first
written above.

                                   CANDIE'S, INC.

                                              By: /s/Deborah Sorell Stehr
                                                  ------------------------------
                                            Name: Deborah Sorell Stehr
                                           Title: Senior VP, GC and Secretary


                                                  /s/ David Conn
                                                  ------------------------------
                                                  David Conn, Employee







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