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                                                                   Exhibit 10.21

                                     ALLOY

                        151 West 26th Street 11th floor
                              New York, NY  10001
                             phone: 212.244.4307
                              fax: 212.244.4311

                              Alloy Online, Inc.
                 Non-Competition and Confidentiality Agreement
                 ---------------------------------------------


March 24, 2000


Robert Bell
41 Forest Avenue
Verona, N.J.  07044

Dear Bob:

In order to accept your offer of employment with Alloy Online, Inc. (the
"Company", which term shall include any subsidiaries or affiliates of Alloy
Designs, Inc.), you must sign and return this Non-Competition and
Confidentiality Agreement (the "Agreement").  No provision of this Agreement
shall be construed to create an express or implied employment contract, or a
promise of employment for a specific period of time, and the Company may
terminate your employment at any time, with or without cause (i.e., you are an
"at-will" employee).

As you know, the Company has by letter made you an offer of employment which
sets forth the terms and conditions of your proposed employment with the
Company, including your initial pay and benefits.

In consideration of the employment currently offered to you by the Company, you
agree to the following:

1.   Confidentiality:
     ---------------

     The Company has developed, uses and maintains trade secrets and other
confidential and proprietary information including, without limitation, training
materials, product information, personnel information relating to Company
employees, operating procedures, marketing information, profit and loss
information, inventory strategy, product costs, gross profit margins, selling
strategies, client lists, supplier information, and customer information (the
"Confidential
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Information"), and the Company has taken and shall continue to take, and expects
you to take, all reasonable measures to protect the confidentiality of such
Confidential Information.

     You acknowledge that during your employment with the Company you will have
direct access to and knowledge of the Confidential Information, and you
acknowledge that if you become employed or affiliated with any competitor of the
Company in violation of your obligations in Section 2 of this Agreement, it is
inevitable that you would disclose the Company's Confidential Information to
such competitor. You covenant and agree that all such Confidential Information
is and shall remain the sole property of the Company and that you will hold in
strictest confidence, and will not (except as required in the course of your
employment with the Company) disclose to any business, firm, entity or person,
either directly or indirectly, any of the Confidential Information. You further
agree that you will return all such Confidential Information (regardless of how
it is maintained) and any copies thereof, to the Company within three days of
the termination of your employment, whether voluntary or involuntary and
regardless of the reason for termination. The terms of this paragraph are in
addition to, and not in lieu of any legal or other contractual obligations that
you may have relating to the protection of the Company's Confidential
Information. The terms of this paragraph shall survive indefinitely the
termination of this Agreement and/or your employment with the Company.

2.   Non-Competition and Non-Solicitation:
     -------------------------------------

     You acknowledge that the Company has invested substantial time, money and
resources in the development and retention of its customers, accounts and
Confidential Information, and further acknowledge that during the course of your
employment you will be introduced to customers and accounts of the Company. You
acknowledge and agree that any and all "goodwill" associated with any customer
or account belongs exclusively to the Company including, but not limited to, any
goodwill created as a result of direct or indirect contacts or relationships
between yourself and any customers or accounts of the Company.

     In recognition of this and as a condition of your initial (and any
continued) employment with the Company, you covenant and agree as follows:

     2.1  Definition of Competitive Business.  I understand and acknowledge that
          the Company's business interests are world-wide because the Company's
          products and/or services are sold in countries around the world and
          the Company's competitors similarly operate from and market their
          products and/or services in many locations around the world.  In order
          to protect the Company's interests wherever they may be affected by
          the matters addressed in this Agreement, wherever it is used in this
          Agreement the term "Competitive Business" means any business anywhere
          in the world which engages or plans to engage in the sale,
          distribution or licensing of clothing apparel through catalogue
          (catalog) direct marketing to teenagers and young adults, in any media
          now existing or hereafter developed or which engages or plans to
          engage in Internet-based commerce and/or community building targeted
          specifically towards teenagers and young adults.
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     2.2  Non-Competition.  I acknowledge that my employment or engagement by
          the Company will give me access to the Confidential Information, and
          that my knowledge of the Confidential Information will enable me to
          put the Company at a significant competitive disadvantage if I am
          employed or engaged by or become involved in a Competitive Business.
          Accordingly, during the term of my employment or engagement by the
          Company and for the periods set out below following my employment or
          engagement by the Company, I will not, without the prior written
          consent of the Company, directly or indirectly, individually or in
          partnership or in conjunction with any other entity:

          (a)  for a period of 12 months after the date of termination of my
               employment or engagement with the Company (regardless of the
               reason for the termination), be engaged directly or indirectly,
               in any manner whatsoever, including, without limitation, either
               individually or in partnership, jointly or in conjunction with
               any other person, or as an employee, consultant, adviser,
               principal, agent, member or proprietor in any Competitive
               Business;

          (b)  For a period of 12 months after the date of termination of my
               employment or engagement with the Company, advise, invest in,
               lend money to, guarantee the debts or obligations of, or
               otherwise have any other financial interest in any Competitive
               Business.

     2.3  No Solicitation of Clients and Suppliers.  I acknowledge the
          importance to the business carried on by the Company of the client and
          supplier relationships developed by it and the unique opportunity that
          my employment or engagement and my access to the Confidential
          Information offers to interfere with these relationships.
          Accordingly, I will not for a period of 12 months after the
          termination of my employment or engagement with the Company, directly
          or indirectly, contact or solicit any person who I know to be a
          prospective, current or former client or supplier of the Company for
          the purpose of selling to such client or buying from such supplier any
          products or services which are the same as or substantially similar
          to, or in any way competitive with, the products or services sold or
          purchased by the Company during my employment or engagement or at the
          end thereof, as the case may be.

     2.4  No Solicitation of Employees.  I acknowledge the importance to the
          business carried on by the Company of the human resources engaged and
          developed by it and the unique access that my employment or engagement
          offers to interfere with these resources. Accordingly, I will not
          while employed or engaged by the Company and for a period of 12 months
          after the termination of my employment or engagement with the Company,
          induce or solicit or assist any third party in inducing or soliciting
          any employee or consultant of the Company who was employed by the
          Company at the time of my termination or who became employed during
          the 12 months immediately following my termination, to leave the
          Company or to accept employment or engagement elsewhere.
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3.   Provisions Necessary and Reasonable:
     -----------------------------------

     You agree that (i) the provisions of Sections 1 and 2 are necessary and
reasonable to protect the Company's Confidential Information and goodwill; (ii)
the specific time, geography and scope provisions set forth in Section 2 are
reasonable and necessary to protect the Company's business interests; and (iii)
in the event of your breach of any of your agreements set forth in Sections 1
and 2, the Company would suffer substantial irreparable harm and that the
Company would not have an adequate remedy at law for such breach. In recognition
of the foregoing, you agree that in the event of a breach or threatened breach
of any of these covenants, in addition to such other remedies as the Company may
have at law, without posting any bond or security, the Company shall be entitled
to seek and obtain equitable relief, in the form of specific performance, or
temporary, preliminary or permanent injunctive relief, or any other equitable
remedy which then may be available. The seeking of such injunction or order
shall not affect the Company's right to seek and obtain damages or other
equitable relief on account of any such actual or threatened breach.

4.   Choice of Law:  Enforceability:  Waiver of Jury Trial:
     -----------------------------------------------------

     You acknowledge that a substantial portion of the Company's business is
based out of and directed from the State of New York, where the Company
maintains its main office and administers all employee compensation and
benefits. You also acknowledge that during the course of your employment with
the Company you will have substantial contacts with New York.

     This Agreement shall be deemed to have been made in the State of New York,
shall take effect as an instrument under seal within New York, and the validity,
interpretation and performance of this Agreement shall be governed by, and
construed in accordance with, the internal law of New York, without giving
effect to conflict of law principles. Both parties further acknowledge that the
last act necessary to render this Agreement enforceable is its execution by the
Company in New York, and that the Agreement thereafter shall be maintained in
New York. Both parties agree that any action, demand, claim or counterclaim
relating to the terms and provisions of this Agreement, or to its breach, shall
be commenced in New York in a court of competent jurisdiction. Both parties
further acknowledge that venue shall exclusively lie in New York and that
material witnesses and documents would be located in New York. Both parties
further agree that any action, demand, claim or counterclaim shall be resolved
by a judge alone, and both parties hereby waive and forever renounce the right
to a trial before a civil jury.

5.   Miscellaneous:
     -------------

     (a)  You acknowledge and agree that should you transfer between or
among Company affiliates, wherever situated, or otherwise become employed by any
Company affiliate, or be promoted or reassigned to functions other than your
present functions, the terms of this Agreement including, but not limited to,
Sections 1 and 2 hereof, shall continue to apply with full force.
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     (b)  Should any provision or term of this Agreement be held to be invalid,
illegal or unenforceable, in whole or part, such invalidity, illegality or
unenforceability shall not affect the validity, legality or enforceability of
any other provision of this Agreement, and to the extent permissible by law, the
parties agree that a court shall have the power to amend such specific provision
so that it can be enforced to the fullest extent permissible by law.

     (c)  No amendment, waiver or revocation of this Agreement of any kind shall
be effective unless supported by a written instrument executed by you and an
authorized officer of the Company.

     (d)  You hereby acknowledge that you have had adequate opportunity to
review these terms and conditions and to reflect upon and consider the terms and
conditions of this Agreement. You further acknowledge that you fully understand
its terms and have voluntarily executed this Agreement and that the restrictions
placed on you by this Agreement are reasonably necessary to protect the
Company's interests and will not preclude you from being gainfully employed in a
suitable capacity following the termination of your employment given your
general knowledge and experience.

     Kindly acknowledge your acceptance of this Agreement by signing both copies
of this letter where indicated.

ALLOY ONLINE, INC.


\s\ Samuel A. Gradess
--------------------------------------
Its:  Chief Financial Officer and Corporate Secretary

Dated:  May 24, 2000


ACCEPTED AND AGREED



\s\ Robert Bell
--------------------------------------

Dated:  June 6, 2000