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                                 EXHIBIT 10.12

                                AMENDMENT NO, I

                                       TO
                              EMPLOYMENT AGREEMENT
                               dated July 1, 1993

THIS AMENDMENT (the "Amendment"), dated as of October 31, 1996, is entered into
by and between BEC GROUP, INC., a Delaware corporation ("Company") and Martin
E. Franklin ("Employee").

                                   RECITALS

A.       The Employee and the Company (as assignee of Benson Eyecare
         Corporation) are parties to that certain Employment Agreement (the
         "Agreement"), dated as of July 1, 1993.

B.       The parties mutually desire to amend the Agreement on the terms and
         conditions set forth more fully below.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set
forth in this Amendment, and for other good and valuable consideration, receipt
of which is acknowledged hereby, the parties agree as follows:

                                  AGREEMENTS:

1.       Section I of the Agreement is hereby amended in its entirety to read
         as follows:

         "Employment. The Company hereby employs the Employee as Chairman and
         Chief Executive Officer of the Company, and the Employee accepts such
         employment, upon the terms and subject to the conditions set forth in
         this Agreement. Notwithstanding the foregoing, it is understood and
         agreed that the Employee from time to time may (a) be appointed to
         additional offices or to different offices than those set forth above,
         (b) perform such duties other than those set forth above, and/or (c)
         relinquish one or more of such offices or other duties, as may be
         mutually agreed by and between the Company and the Employee; and, that
         no such action shall be deemed or construed to otherwise amend or
         modify any of the remaining terms or conditions of this Agreement."

2.       Section 3 of the Agreement is hereby amended in its entirety to read
         as follows:

         "Duties.         During the term of this Agreement, the Employee
         shall, subject to the provisions of Section I above, serve as Chairman
         and Chief Executive Officer of the Company and shall perform all
         duties commensurate with his position and as may be assigned to him by
         the Board of Directors of the Company consistent with such position.
         The Employee shall devote such time and energy to the business and
         affairs of the Company as he deems reasonably necessary to perform the
         duties of his position and shall use his best efforts, skills and
         abilities to promote the interests of the Company. It is
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         acknowledged and agreed that the Employee may not be required to
         devote his full time and energy to the affairs of the Company, except
         as he from time to time, in the exercise of his business judgment, may
         deem necessary or appropriate. Without limiting the generality of the
         foregoing, the Company hereby acknowledges that the Employee has
         certain responsibilities to Pembridge Holdings, Inc.; Marlin Capital,
         L.P.; Marlin Holdings, Inc.; and Marlin Management, L.L.C., and the
         Company agrees that nothing contained in this Agreement shall
         interfere with such responsibilities, provided that the Employee
         otherwise has performed his duties on behalf of the Company
         hereunder."

3.       Notwithstanding anything contained in the Agreement to the contrary,
         it is understood and agreed that the Employee shall be entitled to a
         severance payment equal to one year's current base salary
         compensation, plus continuance of his existing benefits for such one
         year period at the Company's expense, "in the event of any termination
         without cause or in the event the Company at any time permits the
         Agreement to expire or elects not to renew the Agreement.

4.       Except as set forth expressly herein, the Agreement shall remain in
         full force and effect as originally set forth, and all remaining terms
         and conditions of the Agreement shall apply to this Amendment, except
         to the extent expressly amended or modified hereby.

IN WITNESS WHEREOF, the parties have executed this Amendment as of the date
first written above.

BEC GROUP, INC.

By: /s/ IAN ASHKEN
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Its: CFO
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/s/  MARTIN E. FRANKLIN
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Martin E. Franklin