Exhibit 10.18


                        Amendment to Employment Agreement


     AMENDMENT effective as of the date hereof, to Employment  Agreement,  dated
as of February 23, 1993,  as amended  March 6, 1995 and February 28, 1997 by and
between Candie's, Inc., a Delaware corporation (the "Company" or "Employer") and
Neil Cole (the "Executive").

                               W I T N E S S E T H
                               - - - - - - - - - -

     WHEREAS,  the Executive is currently  the Company's  Chairman of the Board,
Chief Executive Officer and President; and

     WHEREAS,  the Company and  Employee  entered into an  Employment  Agreement
dated as of February  23, 1993 as amended  March 6, 1995 and  February  28, 1997
(the "Agreement"); and

     WHEREAS,  the Company wishes, among other things, to extend the term of the
Executive's  employment  with the Company  pursuant to the Agreement  beyond the
term currently provided by the Agreement; and

     WHEREAS,  the  Company  and  Executive  desire  to amend  the  terms of the
Agreement as provided herein;

     NOW,  THEREFORE,  in  consideration  of the mutual covenants and agreements
hereinafter  set  forth,  and for other  good and  valuable  consideration,  the
receipt  and  sufficiency  of which is hereby  acknowledged,  the  Employer  and
Executive hereby agree as follows:

     1. Section 1 of the Agreement is hereby amended to provide that the Company
agrees to employ the Executive as its President and Chief Executive  Officer for
a term expiring on February 28, 2003.

     2. Section 10 of the Agreement is hereby amended by deleting the Section in
its entirety and replacing it with the following:

     10. Change in Control.

     "Change in Control" shall mean any of the following:

          (1) any consolidation or merger of the Company in which the Company is
     not the continuing or surviving  corporation or pursuant to which shares of
     the  Company's  common stock would be converted  into cash,  securities  or
     other property,  other than a merger of the Company in which the holders of
     the


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<PAGE>


     Company  common  stock  immediately  prior  to the  merger  have  the  same
     proportionate  ownership  of  common  stock  of the  surviving  corporation
     immediately after the merger;

          (2) any sale, lease, exchange or other transfer (in one transaction or
     a series of related transactions) of all or substantially all of the assets
     of the Company;

          (3) any  approval  by the  stockholders  of the Company of any plan or
     proposal for the liquidation or dissolution of the Company;

          (4) the  cessation of control (by virtue of their not  constituting  a
     majority  of  directors)  of  the  Company's  Board  of  Directors  by  the
     individuals  (the  "Continuing  Directors")  who  (x) at the  date  of this
     Agreement  were  directors or (y) become  directors  after the date of this
     Agreement and whose  election or  nomination  for election by the Company's
     stockholders,  was  approved  by a  vote  of at  least  two-thirds  of  the
     directors  then in office who were  directors at the date of this Agreement
     or whose  election or nomination  for election was previously so approved);
     or

          (5)  (A)  the   acquisition  of  beneficial   ownership   ("Beneficial
     Ownership"), within the meaning of Rule 13d-3 under the Securities Exchange
     Act of 1934,  as amended (the  "Exchange  Act"),  of an aggregate of 15% or
     more of the voting power of the Company's  outstanding voting securities by
     any person or group (as such term is used in Rule 13d-5 under the  Exchange
     Act)  who  beneficially  owned  less  than 10% of the  voting  power of the
     Company's  outstanding  voting  securities  on the  effective  date of this
     Agreement,  (B) the acquisition of Beneficial Ownership of an additional 5%
     of the voting power of the Company's  outstanding  voting securities by any
     person or group who beneficially  owned at least 10% of the voting power of
     the Company's  outstanding  voting securities on the effective date of this
     agreement,  or (C) the  execution  by the  Company and a  stockholder  of a
     contract  that by its terms grants such  stockholder  (in its,  hers or his
     capacity as a stockholder) or such  stockholder's  Affiliate (as defined in
     Rule 405  promulgated  under the  Securities  Ac of 1933 (an  "Affiliate"))
     including,  without limitation, such stockholder's nominee to the Company's
     Board of  Directors  (in its,  hers or his capacity as an Affiliate of such
     stockholders),  the  right to veto or block  decisions  or  actions  of the
     Company's Board of Directors'  provided however,  that  notwithstanding the
     foregoing,  the events  described  in items (A), (B) or (C) above shall not
     constitute a Change in Control  hereunder if the acquiror is (aa) a trustee
     or other fiduciary holding securities under an employee benefit plan of the
     Company


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<PAGE>


     or one of its  affiliated  entities  and  acting in such  capacity,  (bb) a
     corporation  owned,  directly or  indirectly,  by the  stockholders  of the
     Company in substantially  the same proportions as their ownership of voting
     securities of the Company (cc) a person or group  meeting the  requirements
     of clauses (ii) and (ii) of Rule 13d-1(b)(1) under the Exchange Act or (dd)
     in the case of an acquisition  described in items (A) or (B) above (but not
     in the case of an  acquisition  described  in item (C)  above),  any  other
     person  whose  acquisition  of shares of voting  securities  is approved in
     advance by a majority of the Continuing Directors;

          (6) subject to applicable law, in a Chapter 11 bankruptcy  proceeding,
     the  appointment  of a trustee or the  conversion  of a case  involving the
     Company to a case under Chapter 7.

     3.  Subsection  12(d) of the  Agreement  is hereby  amended by deleting the
entire subsection and replacing it with the following:

          (d)  Notwithstanding  anything to the contrary set forth in Subsection
     12(c), if the Company  terminates  Executive's  employment without Cause or
     the Executive  terminates  his  employment for Good Reason within 12 months
     after a Change in Control,  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  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.


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<PAGE>


     4. New  subsections  12(e) and 12(f) are hereby  added to the  Agreement as
follows:

          (e) If within 12 months after the  occurrence  of a Change of 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.

          (f) The Executive  shall not be required to mitigate the amount of any
     payment  provided for in this  Section 12 by seeking  other  employment  or
     otherwise, nor shall the amount of any payment provided for in this Section
     12 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.

     5. All capitalized  terms used in this Amendment and not otherwise  defined
shall have the  meanings  ascribed  to them in the  Agreement.  All of the other
provisions of the Agreement shall remain unchanged and in full force and effect.

     IN WITNESS  WHEREOF,  the parties hereto have executed this amendment as of
the 27th day of January, 2000.

                                                     CANDIE'S, INC.


                                                   By: /s/ Deborah Sorrell Stehr
                                                       -------------------------


                                                       /s/ Neil Cole
                                                       -------------------------
                                                           Neil Cole


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