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                                                          EXHIBIT 10.64

                          EMPLOYMENT AGREEMENT


     AGREEMENT made as of March 11, 1996, by and between L.A. GEAR, INC., a 
California corporation (the "Company"), and James Moodhe (the "Employee").

     WHEREAS, the Company desires to retain the exclusive services of 
Employee and Employee desires to be employed by the Company for the term of 
this Agreement;

     NOW, THEREFORE, in consideration of the premises and of the mutual 
covenants contained herein, the parties hereto agree as follows:

     1.   DUTIES.

          (a)  The Employee shall serve as Senior Vice President Design, 
Development, Marketing of the Company or such other position as may be agreed 
between the Employee and the Company, and shall perform such duties, services 
and responsibilities as are consistent with such positions. The Employee's 
duties, services and responsibilities will be performed under the overall 
supervision of the Executive Vice President of the Company (or such other 
executive officer as may be designed by the President of the Company) and 
consistent with the policies of the Board of Directors of the Company (the 
"Board of Directors").

          (b)  During the Employment Term (as defined in Section 2(a) below), 
the Employee shall devote his full business time, attention and skill to the 
performance of such duties, services and responsibilities, and will use his 
best efforts to promote the interests of the Company. The Employee will not, 
without the prior written approval of the Board of Directors, engage in any 
other business activity which would interfere with the performance of his 
duties, services and responsibilities hereunder or which is in violation of 
policies established from time to time by the Company.

    2.    TERM.

          (a)  The term of employment of the Employee hereunder shall 
commence as of the date hereof shall continue in full force and effect until 
March 10, 1997, unless earlier terminated or renewed as provided herein (the 
"Employment Term"). The terms of this Agreement shall be coincident with the 
Employment Term.

          (b)  On the six-month anniversary of the date hereof, and on each 
six-month anniversary thereafter, the Employment Term shall be extended by 
six months, on the same terms and conditions contained herein, unless the 
Company delivers written notice to the Employee on or prior to such six month 
anniversary date of its intention not to extend the then-current Employment 
Term, in which case the Employment Term and this Agreement shall expire on 
the then-current date of expiration of the Employment Term.


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    3.    COMPENSATION. In consideration of the performance by the Employee 
of the Employee's obligations during the Employment Term (including any 
services as an officer, director, employee, member of any committee of the 
Company or any of its subsidiaries, or otherwise), the Company will during 
the Employment Term pay the Employee a salary (the "Salary") at an annual 
rate of not less that $275,000.

    During the Employment Term, the Employee will be eligible to participate 
in any management bonus plan then in effect for similarly situated employees 
pursuant to the terms and conditions of such management bonus plan.

    The Salary shall be payable in accordance with the normal payroll 
practices of the Company then in effect. The Salary, and all bonuses or other 
forms of compensation paid to the Employee hereunder, shall be subject to all 
applicable taxes required to be withheld by the Company pursuant to federal, 
state or local law. The Employee shall be solely responsible for income taxes 
imposed on the Employee by reasons of any cash or non-cash compensation and 
benefits provided hereunder.

     In addition to the payment of Salary, the Employee shall be entitled to 
participate in any employee benefit plans then in effect for similarly 
situated employees to the extent the Employee meets the eligibility 
requirements for any such plan; PROVIDED, HOWEVER, that nothing in this 
paragraph shall require the Company to provide health or medial insurance 
benefits to the Employee or any dependent of the Employee with respect to any 
condition existing prior to the commencement of the Employee's employment by 
the Company pursuant to the Prior Employment Agreement (as defined below), 
except as covered by the Company's health and medical insurance plans 
sponsored for employees in general.

     The Employee shall be entitled to three weeks vacation (in addition to 
the usual national holidays) per year, which vacation shall be accrued 
ratably during each year during which the Employee serves hereunder, subject 
to the limitations set forth in this paragraph. Any accrued but unused 
vacation may be carried forward into subsequent years; PROVIDED, HOWEVER that 
accrued but unused vacation available to the Employee may not, at any time, 
exceed a total of six weeks. Vacation shall not be earned at any time that 
accrued but unused vacation totals six weeks and shall not resume to be 
earned until accrued but unused vacation again declines below six weeks. Such 
vacation shall be taken at such time or times as may be agreed between the 
Employee and the Company.

     If (i) the Employee is absent from work for 180 calendar days in any 
twelve-month period by reason of illness or incapacity (whether physical or 
otherwise) or (ii) the Company reasonably determines that the Employee is 
unable to perform his duties, services and responsibilities hereunder by 
reason of illness or incapacity (whether physical or otherwise) for a total 
of 180 calendar days in any twelve-month period during the Employment Term 
("Disability"), the Company shall not be obligated to pay the Employee

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any compensation (Salary or bonus) for any period in excess of such 180 days; 
furthermore, any such payments shall be reduced by any amount the Employee is 
entitled to receive as a result of such disability under any plan provided 
through the Company or under state or federal law.

    4.  TERMINATION.

        (a)  Except as otherwise provided in this Agreement, the employment of 
Employee hereunder and the Employment Term shall terminate upon the earliest 
to occur of the dates specified below:

             (i)    the close of business on the date of expiration of the 
Employment Term;

             (ii)   the close of business on the date of the Employee's death;

             (iii)  the close of business on the day on which the Company shall
have delivered to the Employee a written notice of the Company's election to 
terminate his employment for "Cause" (as defined in Section 4(c) hereof);

              (iv)  the close of business on the day on which the Company shall
have delivered to the Employee a written notice of the Company's election to 
terminate his employment because of Disability;

              (v)   the close of business on the day following the date on which
the Board of Directors shall have adopted a resolution terminating the 
employment of the Employee hereunder and such termination is not for death, 
Cause or Disability; or

              (vi)  the close of business on an early termination date mutually
agreed to in writing by the Company and the Employee.

        (b)  Any purported termination by the Company or by the Employee 
pursuant to Section 4(a) hereof shall be communicated by written "Notice of 
Termination" to the other. For purposes of this Agreement, a "Notice of 
Termination" shall mean a written notice which indicates the specified 
termination provision in this Agreement relied upon and which sets forth in 
reasonable detail the facts and circumstances claimed to provide a basis for 
termination of the Employee's employment under the provision so indicated. 
For purposes of this Agreement, no such purported termination shall be 
effective without delivery of such Notice of Termination.

         (c)  For purposes of this Agreement, termination of employment for 
"Cause" shall mean termination based on (i) the Employee's breach of this 
Agreement,


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(ii) conviction of the Employee for (x) any crime constituting a felony in 
the jurisdiction in which committed, (y) any crime involving moral turpitude 
(whether or not a felony), or (z) any other criminal act against the Company 
involving dishonesty or willful misconduct intended to injure the Company 
(whether or not a felony), (iii) substance abuse by the Employee, (iv) the 
failure or refusal of the Employee to follow the lawful and proper directives 
of the Board of Directors (or of any superior officer of the Company having 
direct supervisory authority over the Employee), or (v) willful malfeasance 
or gross misconduct by the Employee which discredits or damages the Company.

           (d)  In the event of termination of this Agreement, for whatever 
reason, the Employee agrees to cooperate with the Company and to be 
reasonably available to the Company with respect to continuing and/or future 
matters arising out of the Employee's employment or any other relationship 
with the Company, whether such matters are business-related, legal or 
otherwise. The Company agrees to reimburse the Employee for the Employee's 
reasonable travel expenses incurred in complying with the terms of this 
paragraph upon delivery by the Employee of the Company of valid receipts for 
such expenses. The provisions of this paragraph shall survive termination of 
this Agreement.

     5.    TERMINATION PAYMENTS. If the Employee's employment with the 
Company terminates for whatever reason, the Company will pay the Employee any 
portion of the Salary accrued hereunder on or prior to the date of 
termination but not paid. Subject to the last sentence of the following 
paragraph, if the Employee's employment with the Company terminates pursuant 
to Section 4(a)(v), the Company will continue to pay the Employee an amount 
equal to the Employee's Salary (at the salary rate in effect on the date of 
termination of the Employee's employment hereunder) for the remainder of the 
term of this Agreement.

     Except as otherwise provided in any stock option agreement between the 
Company and the Employee in effect at the time of the termination of the 
Employee's employment, the foregoing payments upon termination shall 
constitute the exclusive payments due the Employee upon termination under 
this Agreement, but shall have no effect on any benefits which may be due the 
Employee under any plan of the Company which provides benefits after 
termination of employment. The Employee shall not be required to mitigate the 
foregoing amounts payable upon termination of this Agreement by seeking other 
employment or otherwise; PROVIDED, HOWEVER, that the foregoing payments shall 
be reduced or mitigated by virtue of any cash compensation (including any 
deferred portion thereof) received or earned by the Employee from any other 
employer, or from personal services rendered by the Employee to a third party 
as an independent contractor, during the period commencing on the date of 
termination of this Agreement and ending on the date on which the Employment 
Term had been scheduled to expire.


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     6.   EMPLOYEE COVENANTS.

          (a)  UNAUTHORIZED DISCLOSURE.  The Employee agrees and understands 
that in the Employee's position with the Company, the Employee will be 
exposed to and receive information relating to the confidential affairs of 
the Company, including but not limited to technical information, business and 
marketing plans, strategies, customer information, other information 
concerning the Company's products, promotions, development, financing, 
expansion plans, business policies and practices, and other forms of 
information considered by the Company to be confidential and in the nature of 
trade secrets. Except to the extent that the proper performance of the 
Employee's duties, services and responsibilities hereunder may require 
disclosure, and except as such information (i) was known to the Employee 
prior to his employment by the Company or (ii) was or becomes generally 
available to the public other than as a result of a disclosure by the 
Employee in violation of the provisions of this Section 6(a), the Employee 
agrees that during the Employment Term and thereafter the Employee will keep 
such information confidential and not disclose such information, either 
directly or indirectly, to any third person or entity without the prior 
written consent of the Company. This confidentiality covenant has no 
temporal, geographical or territorial restriction. Upon termination of this 
Agreement, the Employee will promptly supply to the Company all property, 
keys, notes, memoranda, writings, lists, files, reports, customer lists, 
correspondence, tapes, disks, cards, surveys, maps, logs, machines, technical 
data or any other tangible product or document which has been produced by, 
received by or otherwise submitted to the Employee during or prior to the 
Employment Term. Any material breach of the terms of this paragraph shall be 
considered Cause.

          (b)  INVENTIONS. (i) the Employee agrees that any and all 
inventions, discoveries, improvements, processes, business application 
software, patents, copyrights and trademarks made, developed, discovered or 
acquired by him during the Employment Term, solely or jointly with others or 
otherwise and which relate to the business of the Company and all knowledge 
possessed by the Employee relating thereto (collectively, the "Inventions"), 
shall be fully and promptly disclosed to the Board of Directors and to such 
person or persons as the Board of Directors shall direct and shall be the 
sole and absolute property of the Company and the Company shall be the sole 
and absolute owner thereof. The Employee agrees that he will at all times 
keep all of the same secret from everyone except the Company and such persons 
as the Board of Directors may from time to time direct. The Employee shall, 
as requested by the Company at any time and from time to time, whether prior 
to or after the expiration of the Employment Term, execute and deliver to the 
Company any instruments deemed necessary by the Company to effect disclosure 
and assignment of the Inventions to the Company or its designees and any 
patent applications (United States or foreign) and renewals with respect 
thereto, including any other instruments deemed necessary by the Company for 
the prosecution of patent applications or the acquisition of letters patent.


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            (ii)  Reference is hereby made to Appendix A to this Agreement 
reprinting the text of Section 2870 through 2872 of the California Labor 
Code. Execution of this Agreement by the Employee shall confirm that the 
Employee has received and read such Appendix A. The provisions of this 
Section 6(b) shall not apply to any invention which qualifies fully under the 
provisions of Section 2870 of the California Labor Code.

          (c)  NON-COMPETITION. By and in consideration of the Company's 
entering into this Agreement and the Salary and benefits to be provided by 
the Company hereunder, and further in consideration of the Employee's 
exposure to the proprietary information of the Company, the Employee agrees 
that the Employee will not, during the Employment Term, directly or 
indirectly own, manage, operate, join, control, be employed by, or 
participate in the ownership, management, operation or control of or be 
connected in any manner, including but not limited to holding the positions 
of shareholder, director, officer, consultant, independent contractor, 
employee, partner, or investor, with any Competing Enterprise. For purposes 
of this paragraph, the term "Competing Enterprise" shall mean any person, 
corporation, partnership or other entity engaged in the design and marketing 
of athletic and casual footwear and/or related apparel products and 
accessories. The prohibition of this clause (c) shall not be deemed to 
prevent Employee from owning 2% or less of any class of equity securities of 
an entity that has a class of equity securities registered under Section 12 
of the Securities Exchange Act of 1934, as amended.

          (d)  NON-SOLICITATION. During the Employment Term and for a period 
of one  year thereafter, the Employee shall not interfere with the Company's 
relationship with, or endeavor to entice away from the Company, any person 
who at any time during the Employment Term was an employee or customer of the 
Company or otherwise had a material business relationship with the Company.

          (e)  REMEDIES. The Employee agrees that any breach of the terms of 
this Section 6 would result in irreparable injury and damage to the Company 
for which the Company would have adequate remedy at law; the Employee 
therefore also agrees that in the event of such breach or any threat of 
breach, the Company shall be entitled to an immediate injunction and 
restraining order to prevent such breach and/or threatened breach and/or 
continued breach by the Employee and/or any and all persons and/or entities 
acting for and/or with the Employee, without having to prove damages, in 
addition to any other remedies to which the Company may be entitled at law or 
in equity. The terms of this paragraph shall not prevent the Company from 
pursuing any other available remedies for any breach or threatened breach 
hereof, including but not limited to the recovery of damages from the 
Employee.

     The provisions of subsections (a), (b), (d) and (e) of this Section 6 
shall survive any termination of this Agreement and the Employment Term. The 
existence of any claim or cause of action by the Employee against the 
Company, whether predicated on this Agreement or


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otherwise, shall not constitute a defense to the enforcement by the Company 
of the covenants and agreements of this Section 6.

          (f)  "COMPANY". For the purposes of this Section 6 only, the term 
"Company" shall mean, collectively, L.A. Gear, Inc., a California 
corporation,and its successors, assigns and nominees, and all individuals, 
corporations and other entities that directly, or indirectly through one or 
more intermediaries, control or are controlled by or are under common control 
with any of the foregoing.

          7.  NOTICES. Any notice or other communication required or 
permitted hereunder shall be in writing and shall be deemed to have been 
given (i) if personally delivered, when so delivered, or (ii) if mailed, 
three (3) business days after having been placed in the United States mail, 
registered or certified, postage prepaid, addressed to the party to whom it 
is directed at the address set forth below:

          If to the Company:

          L.A. Gear, Inc.
          2850 Ocean Park Boulevard
          Santa Monica, California 90405
          Attention: President

          With a copy to:

          L.A. Gear, Inc.
          2850 Ocean Park Boulevard
          Santa Monica, California 90405
          Attention: Legal Dept. - Office of General Counsel

          If to the Employee:

          James Moodhe
          500 Country Valley Road
          Westlake Village, CA 91362

by registered or certified mail, postage prepaid, return receipt requested.

          8.  BINDING EFFECT/ASSIGNMENT. This Agreement shall inure to the 
benefit of and be binding upon the parties hereto and their respective heirs, 
executors, personal representatives, estate, successors (including, without 
limitation, by way of merger) and assigns. Notwithstanding the provisions of 
the immediately preceding sentence, the Employee


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shall not assign all or any portion of this Agreement without the prior 
written consent of the Company.

          9. PRIOR EMPLOYMENT AGREEMENT. Upon the execution of this Agreement 
by each of the Employee and the Company, except as provided below, the 
Employment Agreement, dated as of September 11, 1995 (the "Prior Employment 
Agreement"), by and between the Company and the Employee, are hereby 
terminated, effective as of the date hereof, and of no further force and 
effect. Notwithstanding anything to the contrary in the foregoing, Section 6 
of the Prior Employment Agreement shall remain in full force and effect and 
shall survive the termination of the other provisions of the Prior Employment 
Agreement pursuant to this Section 9.

          10. ENTIRE AGREEMENT. This Agreement sets forth the entire 
understanding of the parites hereto with respect to the subject matter hereof 
and supersedes all prior agreements, written or oral, between them as to such 
subject matter. This Agreement may not be amended, nor may any provision 
hereof be modified or waived, except by an instrument in writing duly signed 
by the party to be charged.

          11. SEVERABILITY. If any provision of this Agreement, or any 
applicaton thereof to any circumstances, is invalid, in whole or in part, 
such provision or application shall to that extent be severable and shall not 
affect other provisions or applications of this Agreement.

          12. GOVERNING LAW. This Agreement shall be governed by and 
construed in accordance with the internal laws of the State of California, 
without reference to the principles of conflict of laws.

          13. MODIFICATIONS AND WAIVERS.  No provisions of this Agreement may 
be modified, altered or amended except by an instrument in writing executed 
by the parties hereto. No waiver by either party hereto of any breach by the 
other party hereto of any provision of this Agreement to be performed by such 
other party shall be deemed a waiver of similar or dissimilar provisions at 
the time or at any prior or subsequent time.

          14. HEADINGS. The headings contained herein are solely for the 
purposes of reference, are not part of this Agreement and shall not in any 
way affect the meaning or interpretation of this Agreement.

          15. COUNTERPARTS. This Agreement may be executed in two or more 
counterparts, each of which shall be deemed to be an original but all of 
which together shall constitute one and the same instrument.

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   IN WITNESS WHEREOF, the Company has caused this Agreement to be executed 
by authority of its Board of Directors, and the Employee has hereunto set his 
hand, as of the day and year first above written.

                                        L.A. GEAR, INC.

                                              By: /s/ William L. Benford
                                                  ----------------------
                                                  Title: President

                                                  /s/ James Moodhe
                                                  ----------------------
                                                  James Moodhe
                                                  (Employee)


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                                                              Appendix A

                         NOTIFICATION TO EMPLOYEE

     Set forth below is the text of Sections 2870, 2871 and 2872 of the 
California Labor Code, as published in West's Ann. Cal.Labor Code (1989) and 
West's Ann. Cal.Labor Code (1994 Supp.):

SECTION 2870. EMPLOYMENT AGREEMENTS; ASSIGNMENT OF RIGHTS

              (a)  Any provision in an employment agreement which provides 
that an employee shall assign, or offer to assign, any of his or her rights 
in an invention to his or her employer shall not apply to an invention that 
the employee developed entirely on his or her own time without using the 
employer's equipment, supplies, facilities, or trade secret information 
except for those inventions that either:

                   (1)  Relate at the time of conception or reduction to 
practice of the invention to the employer's business, or actual or 
demonstrably anticipated research or development of the employer; or

                   (2)  Result from any work performed by the employee
for the employer.

              (b)  To the extent a provision in an employment agreement 
purports to require an employee to assign an invention otherwise excluded 
from being required to be assigned under subdivision (a), the provision is 
against the public policy of this state and is unenforceable.

SECTION 2871. CONDITIONS OF EMPLOYMENT OR CONTINUED EMPLOYMENT; DISCLOSURE IF 
              INVENTIONS

              No employer shall require a provision made void and 
unenforceable by Section 2870 as a condition of employment or continued 
employment. Nothing in this article shall be construed to forbid or restrict 
the right of an employer to provide in contracts of employment for 
disclosure, provided that any such disclosures be received in confidence, of 
all of the employee's inventions made solely or jointly with others during 
the term of his or her employment, a review process by the employer to 
determine such issues as may arise, and for full title to certain patents and 
inventions to be in the United States, as required by contracts between the 
employer and the United States or any of its agencies.

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SECTION 2872. NOTICE TO EMPLOYEE; BURDEN OF PROOF

              If an employee agreement entered into after January 1, 1980, 
contains a provision requiring the employee to assign or offer to assign any 
of his or her rights to any invention to his or her employer, the employer 
must also, at the time the agreement is made, provide a written notification 
to the employee that the agreement does not apply to an invention which 
qualifies fully under the provisions of Section 2870. In any suit or action 
arising thereunder, the burden of proof shall be on the employee claiming the 
benefits of its provisions.


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