EXHIBIT 10.13






                                    AMENDMENT
                             TO EMPLOYMENT AGREEMENT

       AMENDMENT made as of this 15th day of January 2001 (this "Amendment")
to that certain EMPLOYMENT AGREEMENT, dated as of August 17, 1999 (the
"Original Agreement"), by and among L.S. Wholesale, Inc., a Massachusetts
corporation with its main office in St. Thomas, U.S. V.I. (the "Employer"),
Little Switzerland, Inc., a Delaware corporation with its main office in St.
Thomas, U.S.V.I. ("Little Switzerland"), and Robert L. Baumgardner (the
"Executive").

                              W I T N E S S E T H:

       WHEREAS, the Employer and the Executive have previously entered into
the Original Agreement; and

       WHEREAS, the Employer and the Executive have mutually agreed to amend the
Original Agreement as set forth herein.

       NOW, THEREFORE, in consideration of the foregoing premises and the mutual
covenants and agreements contained herein, the Employer and the Executive
mutually agree as follows:

       1.   TERMINATION SUBSEQUENT TO CHANGE IN CONTROL.  Section 6 of the
Original Agreement is hereby amended and restated in its entirety as follows:

       "6.  TERMINATION SUBSEQUENT TO CHANGE IN CONTROL.

                   (a) In the event of a Change in Control (as defined below) of
       Little Switzerland, as of the date ninety (90) days following such Change
       in Control, the Executive shall be entitled to receive the following:

                        1.    a lump sum payment equal to twelve (12) months
            of Base Salary; and

                        2.    Any accrued but unpaid Annual Bonus which the
            Executive has earned pursuant to Section 3.a. of this Agreement

                   (b)  Intentionally omitted.

                   (c) For the purposes of this Agreement, a "Change in Control"
       shall be deemed to have occurred in the following instances: (i) when any
       "person" (as such term is used in Sections 13(e) and 14(d)(2) of the
       Securities Exchange Act of 1934, as amended (the "1934 Act")), becomes a
       "beneficial owner" (as such term is defined in Rule 13d-3 promulgated
       under the 1934 Act), directly or indirectly, of securities of Little
       Switzerland representing fifty percent (50%) or more of the combined
       voting power of Little Switzerland's then outstanding securities; (ii)
       the sale, transfer or other disposition of all or substantially all of
       the assets of Little Switzerland to another person or entity; (iii) the
       stockholders of Little Switzerland approve a plan of complete liquidation
       of Little Switzerland; or (iv) the merger, consolidation or other
       business combination of Little Switzerland



       with any other corporation or entity, other than (1) a merger or
       consolidation which would result in the voting securities of Little
       Switzerland outstanding immediately prior thereto continuing to represent
       (either by remaining outstanding or being converted into voting
       securities of the surviving entity) more than fifty percent (50%) of the
       combined voting power of the voting securities of Little Switzerland or
       such surviving entity outstanding immediately after such merger or
       consolidation or (2) a merger or consolidation effected to implement a
       recapitalization of Little Switzerland (or similar transaction) in which
       no "person" (as hereinabove defined) acquires more than fifty percent
       (50%) of the combined voting power of Little Switzerland's then
       outstanding securities.

                   (d)  Intentionally omitted.

                   (e)  Intentionally omitted."

       2.   EFFECT OF AMENDMENT.  The Original Agreement shall continue in
full force and effect in accordance with its terms as amended by this
Amendment.

       3. GOVERNING LAW AMENDMENT; CONSENT TO JURISDICTION. It is the parties'
intention that the terms of employment under this Amendment shall be construed
under and be governed in all respects by the laws of the State of Delaware. To
the extent that any court action is permitted consistent with or to enforce this
Amendment, the parties hereby consent to the jurisdiction of the courts of
Delaware. Accordingly, with respect to any such court action, the Executive (a)
submits to the personal jurisdiction of such courts; (b) consents to service of
process; and (c) waives any other requirement (whether imposed by statute, rule
of court, or otherwise) with respect to personal jurisdiction or service of
process.

       4.   COUNTERPARTS.  This Amendment may be executed in any number of
counterparts, each of which when so executed and delivered shall be taken to
be an original, but such counterparts shall together constitute one and the
same document.

                                [END OF TEXT]





       IN WITNESS WHEREOF, this Agreement has been executed as a sealed
instrument by each of the Employer and Little Switzerland, by their duly
authorized officers and/or directors, and by the Executive, as of the date first
above written.

                                    L.S. WHOLESALE, INC.


                                    By:  /s/ Patrick J. Hopper
                                        --------------------------------------
                                         Name: Patrick J. Hopper
                                         Title: Chief Financial Officer



                                    LITTLE SWITZERLAND, INC.


                                    By: /s/ Patrick J. Hopper
                                        --------------------------------------
                                        Name: Patrick J. Hopper
                                        Title: Chief Financial Officer


                                     EXECUTIVE:


                                     By:  /s/ Robert L. Baumgardner
                                        --------------------------------------
                                         Robert L. Baumgardner