Exhibit 10.19


                        Amendment to Employment Agreement


     AMENDMENT effective as of the date hereof, to Employment  Agreement,  dated
October 13, 1998, by and between  Candie's,  Inc., a Delaware  corporation  (the
"Company" or "Employer") and Deborah Sorell Stehr (the "Executive").


                               W I T N E S S E T H

     WHEREAS, the Executive is currently the Company's Senior Vice President and
General Counsel; and

     WHEREAS,  the Company and  Employee  entered into an  Employment  Agreement
dated October 13, 1998 (the "Agreement"); and

     WHEREAS, the Executive has assumed additional responsibilities on behalf of
the Company and 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 Senior Vice President and General  Counsel
for a term expiring on January 31, 2002.

     2. Subsection  6(b) of the Agreement is hereby amended by deleting  6(b)(v)
and the last sentence of subsection 6(b) in its entirety:

     3.  Subsections  7(b) And  7(c) of the  Agreement  are  hereby  amended  by
deleting the entire subsections and replacing them with the following:

          (b) If the Company  terminates  your  employment  without Cause or you
     terminate  your  employment for Good Reason within 12 months after a Change
     in Control (as defined in Subsection  7(d)),  then the Company shall pay to
     you 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


<PAGE>

     the date of your termination, an amount equal to $100 less than three times
     your "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 you have 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 you 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 you 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.

     4. New subsections 7(c), 7(d) and 7(e) are hereby added to the Agreement as
follows:

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

          (d) A "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  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


<PAGE>


          (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 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


                                       3

<PAGE>

     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.

          (e) You shall not be required  to  mitigate  the amount of any payment
     provided for in this Section 7 by seeking  other  employment  or otherwise,
     nor  shall the  amount of any  payment  provided  for in this  Section 7 be
     reduced by any compensation  earned by you as the result of your employment
     by another  employer or business or by profits earned by you from any other
     source at any time before and after you 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/ Neil Cole
                                                       -------------------------

                                                       /s/ Deborah Sorell Stehr
                                                       Deborah Sorell Stehr


                                       4