Exhibit 10.8

Richard Danderline
55 South Fullerton Avenue
Montclair, NJ 07042

Dear Mr. Danderline:

         Commencing as of June 26, 2002, the terms and conditions of your
employment are as follows:

1.   The term of your  employment  will be two years  commencing  as of June 26,
     2002. This is a guarantee of salary for two years unless you are terminated
     for cause.

2.   You will be paid a base salary of $225,000 for each year of  employment  in
     accordance with Candie's payroll practices and procedures.

3.   You will be eligible for a bonus in  accordance  with any senior  executive
     bonus program that the Company offers.

4.   You will be  entitled  to a car or car  allowance  commensurate  with other
     senior  executives  at  Candie's,  including  reimbursement  of all related
     expenses upon presentation of documentation acceptable to Candie's.

5.   You will be entitled to company  benefits  commensurate  with other  senior
     executives  of  the  Company,   including  vacation,   the  opportunity  to
     participate in our 401(k) plan, and health, dental and life insurance.

6.   You understand  that all  information  that you may receive or learn in the
     course  of your  relationship  with  Candie's,  whether  in oral,  written,
     electronic or other form, including concerning Candie's financials,  sales,
     customers,  businpractices and procedures, is deemed to be confidential and
     proprietary information and Candie's exclusive property, and you agree that
     such  material will not be retained by you or shared with any third parties
     following termination from your relationship with Candies.

7.   In addition,  in the event that you resign at any time during the Term, you
     agree that you will not work for, in any capacity including as a principal,
     officer, employee, consultant,  independent contractor, agent, partner, any
     company or  individual  that is in the  business of  designing,  selling or
     distributing  junior shoes for a period of three months  following the date
     of such resignation.

8.   This Agreement and any amendments thereof represent the entire agreement of
     the  parties  and  shall   supersede   any  and  all  previous   contracts,
     arrangements or understandings  between the Company and you. This Agreement
     may be  amended  at any time by mutual  written  agreement  of the  parties
     hereof.

9.   This Agreement shall be construed,  interpreted, and governed in accordance
     with the internal  laws of the State of New York  applicable  to agreements
     made and to be performed entirely within such State,  without regard to the
     conflicts of law  principles of such State.  In the event of any dispute or
     action  or  challenge  of this  Agreement,  the  parties  agree  to  submit
     themselves exclusively to the jurisdiction of the courts sitting within New
     York City


Please indicate your acceptance by signing in the space provided below.



Candie's Inc.                                  Agreed to and Accepted



By:/s/ Neil Cole                               /s/ Richard Danderline
Neil Cole                                      Richard Danderline