Exhibit 10.1

                                   AGREEMENT

         THIS AGREEMENT is made between Candie's, Inc., a Delaware corporation
("Candie's" or the "Company") and Richard G. Danderline ("Danderline"), an
individual, (together, the "Parties") and is effective as of January 27, 2005.

         WHEREAS, Danderline has served as the Executive Vice President, Finance
and Operations since June 2000; and

         WHEREAS, Danderline has resigned from his full-time position as
Executive Vice President, Finance and Operations, as of December 31, 2004, but
has agreed to continue to work for the Company part-time through June 30, 2005,
upon the terms and conditions set forth in this Agreement.

         NOW, THEREFORE, the Parties agree as follows:

     1. Part-Time Services; Term. (a) Danderline agrees that he will continue to
work for the  Company on a  part-time  basis as the Vice  President  of Finance,
rendering  services  similar to those as he did while  employed  on a  full-time
basis as Executive Vice President, Finance and Operations, through June 30, 2005
(the "Term"). It is understood and agreed that Danderline,  while employed under
this  agreement as the Vice President of Finance,  shall be the Company's  chief
financial  and  accounting  officer  until  such  time  as the  Company  hires a
replacement financial executive to assume these functions.

     (b)  Danderline  agrees  to work such  days or  portions  of days as may be
requested by the Company  from time to time,  but in no event more than one full
day a week in the Company's offices,  and the equivalent of one additional day a
week from a remote location. The Company may, at any time and from time to time,
reduce Danderline's hours in its discretion.

     (c) Danderline agrees that as Vice President of Finance, if so requested by
the Company, he will certify and execute the financial statements of the Company
for the year ended December 31, 2004,  throughout  which period he served as the
Executive Vice  President,  Finance and  Operations and was the Company's  chief
accounting and financial officer.

     2. Compensation. The Company will compensate Danderline on a pro-rata basis
for the days or partial  days worked per week at a rate of  $225,000,  which was
his salary at the time of his  resignation  from his full-time  position.  It is
understood and agreed that consistent with the terms of the agreements governing
the previous  grants by the Company to Danderline of options to purchase  shares
of common  stock of the  Company,  any  unexercised  options will expire 90 days
after the end of the Term.

     3.  Indemnification.  (a) The  Company  hereby  agrees  to hold  Danderline
harmless  and  indemnify  him to the full  extent as set forth in the  Company's
By-Laws  against  any  and  all  judgments,   fines,   penalties,   obligations,
liabilities or amounts paid in settlement, and expenses, including fees of legal
counsel,  actually and reasonably  incurred by him or on his behalf by reason of
the fact that he (i) is or was an officer or  employee of the  Company,  or (ii)
while serving as an officer or employee of the Company at any time  becomes,  or
is threatened to be made, a party, witness or other participant,  of any dispute
or litigation, so long as Danderline acted in good faith and in a manner that he
reasonably believed to be in the best interests of the Company and is at no time
found to have acted in a manner that was grossly  negligent  or reckless or been
engaged in willful misconduct.

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     (b) The  Company  shall  not be  liable  to  indemnify  Danderline  for any
settlement of any action  effected  without the Company's  party's prior written
consent  to any  such  settlement,  which  consent  shall  not  be  unreasonably
withheld.

     (c)  Legal  counsel  as used in this  Agreement,  shall  mean a law firm or
member of a law firm selected by the Company and approved by  Danderline  (which
approval shall not be unreasonably withheld).

     4. Governing Law. This Agreement  shall be governed by and  interpreted and
enforced in  accordance  with the internal  laws of the State of  Delaware.  The
Parties  agree  that in the event of any  dispute  hereunder  they  will  submit
themselves to the exclusive  jurisdiction  of the courts sitting within the City
of New York.

     5. Binding  Effect.  This Agreement  shall be binding upon and inure to the
benefit  of and be  enforceable  by the  Parties  hereto  and  their  respective
successors,  assigns,  including  any direct or indirect  successor by purchase,
merger,  consolidation or otherwise to all or substantially  all of the business
and/or  assets  of  the  Company,   spouses,   heirs,  and  personal  and  legal
representatives.

     6. Entire Agreement. This Agreement represents the entire agreement between
the  Parties  hereto,   and  there  are  no  other   agreements,   contracts  or
understandings  between the Parties hereto with respect to the subject matter of
this Agreement, except as specifically referred to herein.

     7.  Amendment  and  Termination.   No  amendment,   modification,   waiver,
termination or cancellation of this Agreement shall be effective for any purpose
unless set forth in writing signed by both Parties hereto.

     8. Survival of Rights. The rights conferred on Danderline by this Agreement
shall  continue  after he has ceased to be an  employee to the Company and shall
inure to the benefit of his heirs, executors and administrators.

     9.  Counterpart  Signatures.  This Agreement may be executed in one or more
counterparts,  each of which  shall for all  purposes e deemed to be an original
but all of which together shall constitute one and the same agreement.  Only one
such counterpart signed by the Party against whom enforceability is sought needs
to be produced to evidence the existence of this Agreement.
<PAGE>

     10.  Notices.  All  notices,  requests,  demands  and other  communications
hereunder  shall  be in  writing  and  shall be  addressed  to the  Company,  or
Danderline,  as  applicable,  at the address shown on the signature page to this
Agreement or as either Party may  designate  for itself and provide to the other
Party in writing. Faxes and e-mails that have indicia of confirmation of receipt
are sufficient notice hereunder.


CANDIE'S  INC.                              RICHARD G. DANDERLINE

/s/ Neil Cole                               /s/ Richard G. Danderline
------------------------                    --------------------------------
By:      Neil Cole                          An Individual
Its:     Chief Executive Officer