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                                                                   EXHIBIT 10.11


                            SERENGETI EYEWEAR, INC.
                          8125 25th COURT STREET EAST
                            SARASOTA, FLORIDA 34243


                                January 1, 1999


Mr. Douglas Hinton
13409 Williams Street
Thorton, CO 80241

Dear Mr. Hinton:

Upon the terms and subject to the conditions set forth below, this letter shall
constitute the agreement pursuant to which Serengeti Eyewear, Inc. ("Serengeti')
agrees to employ you as Vice President of National (U.S.) Sales/Premium
Division.

1.       Term of Employment.

1.1      Term. Serengeti hereby employs you, and you hereby accept employment
         with Serengeti, for a period to commence on January 1, 1999 and to
         terminate on the third anniversary of such date unless sooner
         terminated in accordance with the provisions of Section 7 hereof
         ("Initial Term").

1.2      Definition. As used herein, "Employment Term" means the entire period
         of your employment by Serengeti hereunder, whether for the period
         provided above, or whether extended, or sooner terminated in accordance
         with the provisions of Section 7 hereof.

2.       Duties

2.1      Description of Duties. In your capacity as Vice President of National
         (U.S.) Sales/Premium Division, you shall perform such customary duties
         and exercise such authority, consistent with your position, as may from
         time to time be given to you by the President and Chief Executive
         Officer. You shall have the responsibility for national sales of
         premium brand sunglasses.

2.2      Devotion of Entire Time. During the Employment Term, you agree that you
         will loyally and conscientiously devote your entire productive time,
         efforts, ability and attention to the duties of your office and to
         promotion of the interests of Serengeti, and that you will not engage
         in any other business duties or pursuing whatsoever. Notwithstanding
         any of the foregoing, you will not be prohibited from making passive
         personal investments or being involved in the private business affairs
         or your immediate family to the extent that such activities do not
         interfere with the performance of your duties hereunder and are not in
         any way competitive with the business of Serengeti.
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3.       Compensation

3.1      Annual Salary. During the Initial Term, you will be compensated at the
         rate of $130,000 per annum, on an annualized basis, for the period
         January 1, 1999 through December 31, 1999, ("Base Salary"). Base salary
         shall be payable in accordance with the customary payroll policies of
         Serengeti provided, however, that if, pursuant to Section 7 hereof,
         your employment is terminated, you will receive the appropriate pro
         rata portion of your annual Base Salary for the period during which you
         were actually employed by Serengeti.

         The Base Salary shall be increased annually commencing January 1, 2000
         during the Initial Term and any renewal terms, effective on January 1
         of each year, by an amount equal to the increase, if any, in the index
         currently known as the "Consumer Price Index, All Items, South, All
         Urban Consumer," published by the Bureau of Labor Statistics of the
         United States Department of Labor, or any successor index thereto,
         appropriately adjusted (the "CPI"). In the event that the CPI is
         converted to a different standard reference base or otherwise revised,
         the determination of the CPI Adjustment shall be made with the use of
         such conversion factor, formula or table for converting CPI as may be
         published by the Bureau of Labor Statistics or, if said Bureau shall
         not publish the same, then with the use of such conversion factor,
         formula or table as may be published by Commerce Clearing House, Inc.,
         or any other nationally recognized publisher of similar statistical
         information. If the CPI ceases to be published on a monthly basis, then
         the shortest period for which the CPI is published shall be used in
         determining the numerator of the fraction. If the CPI ceases to be
         published, and there is no successor thereto, such other index as
         Serengeti may reasonably determine to be appropriate shall be used. The
         amount of the increase shall be determined by multiplying the Base
         Salary in effect by a fraction, the numerator of which shall be (a) the
         CPI for the month immediately preceding the first day of the Year with
         respect to which such annual adjustment is to be made (the "Base CPI")
         minus (b) the CPI for the same month in the immediately preceding Year,
         and the denominator of which shall be the Base CPI (the "CPI
         Adjustment").

3.2      Reimbursement for Business Expenses. Serengeti will reimburse you, upon
         presentation of proper expense statements or such other supporting
         information as Serengeti may reasonably require, for your reasonable
         and necessary business expenses including, without limitation,
         telephone, travel and entertainment expenses) incurred or paid by you
         in connection with the performance of your duties hereunder. Serengeti
         will provide you with a notebook computer and cellular telephone which
         will remain the property of Serengeti and be used solely for the
         business of Serengeti.

3.3      Miscellaneous. You will also be provided with a total car allowance of
         $500 per month payable monthly thorough payroll. You will work at
         Serengeti's offices in Sarasota, Florida.
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3.4      Incentive Compensation. Bonuses for the Initial Term and any renewal
         will be based on the Management Incentive Plan then in effect.

4.       Fringe Benefits. You shall be entitled to participate on the same basis
         and subject to the same qualifications as all other regular full time
         employees of Serengeti in any fringe benefit plans Serengeti makes
         available from time to time for all its employees, including those
         benefits available, if any, under any vacation, retirement, disability,
         medical insurance and life insurance plans as the same may be placed
         into effect from time to time. In addition, you shall be entitled to
         participate in such other benefit plans, if any, as Serengeti makes
         generally available from time to time to members of its executive
         staff.

5.       Confidentiality.

5.1      Trade Secrets. You and Serengeti acknowledge and agree that during the
         Employment Term and in the course of the discharge of your duties
         hereunder, you will have access to and become acquainted with
         information concerning the operation of Serengeti, including, without
         limitation, the names and addresses of and other information pertaining
         to Serengeti's customers, clients, suppliers and employees and other
         business associates and other valuable information regularly used in
         Serengeti's business and not generally known to other, giving
         Serengeti's competitive advantage in the sunglass business. You
         acknowledge and agree that it is Serengeti's policy to maintain such
         information as secret and confidential, whether relating to Serengeti's
         business as heretofore or hereafter conducted, or relating to
         Serengeti's customers, clients, suppliers, employees and other business
         associates (all such information being referred to hereinafter as
         "Confidential Information"). You acknowledge and agree that all
         Confidential Information is owned by Serengeti and constitutes
         Serengeti's trade secrets.

5.2      Non-Disclosure. You specifically agree that you shall not use, publish,
         disseminate, misappropriate or otherwise disclose any Confidential
         Information, whether directly or indirectly, either during the term of
         this Agreement or at any other time thereafter, except as is required
         by law or in the course of your employment hereunder. This provision
         shall not apply to Confidential Information which becomes generally
         known to the public by means other than your breach of this Section.

5.3      Unfair Competition. You acknowledge and agree that the sale,
         unauthorized use or disclosure of any Confidential Information obtained
         by you during the course of your employment under this Agreement,
         including but not limited to (a) information concerning Serengeti's
         current, future or proposed work, services, or products, (b) the facts
         that any such work, services or products are planned, under
         consideration, or in production, as well as, (c) any descriptions
         thereof, constitute unfair competition. You promise and agree not to
         engage in any unfair competition with Serengeti, either during the term
         of this Agreement or at any other time thereafter.



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5.4      Precautions; Return of Materials. You agree to take all reasonable
         precautions to protect the integrity of all Confidential Information,
         including all documents and other material entrusted to you containing
         or embodying Confidential Information. You further agree that all
         files, records, documents, drawings, lists, specifications, products
         and similar items relating to Serengeti's business, whether prepared by
         you or by others, are and shall remain exclusively the property of
         Serengeti, and that upon the expiration or termination of your
         employment hereunder you shall return to Serengeti all such material
         and all copies thereof in your possession or control.

5.5      Copyrightable and Patentable Materials. You agree that during the
         Employment Term you will take any and all business developments,
         opportunities and potentially profitable situations relating to
         Serengeti's business to the Directors for exploitation by Serengeti.
         You agree promptly to disclose to Serengeti (and only to Serengeti) any
         and all knowledge possessed or acquired by you by any means whatsoever
         during the Employment Term which relates in any way to any materials,
         inventions, discoveries, developments, concepts, ideas or innovations,
         whether copyrightable or patentable or not, relating to the business of
         Serengeti. For the compensation and benefits received hereunder, you
         hereby assign and agree to assign to Serengeti your entire right, title
         and interest in and to any of the aforedescribed materials, inventions,
         discoveries, developments, concepts, ideas or innovations. All such
         materials, inventions, discoveries, developments, concepts, ideas and
         innovations shall be the property of Serengeti, and you shall, without
         further compensation, do all things necessary to enable Serengeti to
         perfect title in such materials, inventions, discoveries, concepts,
         ideas and innovations and to obtain and maintain effective patent or
         copyright protection in the Unites States and foreign countries
         thereon, including, without limitation, rendering assistance and
         executing necessary documents.

6.       Competitive Activities.

6.1      Non-Competition. During the Employment Term and for a period of one (1)
         year after the expiration of earlier termination thereof for whatever
         reason, you shall not within the United States:

a.       Consult with, be employed by, render services to, or engage in any
         business activity with (whether as owner, controller, employee,
         employer, consultant, partner, officer, director, agent or otherwise)
         any business or business entity competing in any way with the business
         of Serengeti;

b.       Without the prior written consent of the President and Chief Executive
         Officer personally solicit or cause to be solicited or authorize,
         directly or indirectly, for or on behalf of yourself or any third
         party, any business competitive with Serengeti, which employs you
         hereunder, from others who are or were at any time within 12 months
         prior to the expiration or termination of your employment hereunder
         customers, clients, or other business associates of Serengeti.

6.2      Solicitation of Employees and Others. You acknowledge and agree that
         Serengeti's directors, officers and employees possess special knowledge
         of Serengeti's operation and are vitally important to the continued
         success of Serengeti's business. You shall not, without the prior
         written consent of the President and Chief Executive Officer, directly
         or indirectly seek to persuade any director, officer or employee of
         Serengeti either to discontinue his or her position with Serengeti or
         to become employed or engaged in any activity competitive with the
         activities of Serengeti to which your services under this Agreement are
         related.

6.3      Injunctive Relief. You acknowledge and agreed that your services to be
         provided hereunder are special and unique and that were you to breach
         any provision of Sections 5 or 6 of this Agreement, the damages to
         Serengeti would be irreparable and any other rights or remedies which
         Serengeti may possess or to which it may be entitled, Serengeti shall
         be entitled to enjoin any such breach in any court of competent
         jurisdiction.
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6.4      Scope. If any court determines that any of the covenants set forth
         herein, or any part or parts thereof, is unenforceable because of the
         duration of geographic scope of such provision, such court shall have
         the power to reduce the duration or scope of such provision, as the
         case may be, and, in its reduced form, such provision shall then be
         enforceable and shall be enforced.

7.       Termination

7.1      By Agreement or Death. Prior to the end of the Initial Term and during
         the Employment Term, your employment hereunder may be terminated: (a)
         by written agreement between you and Serengeti; and (b) in the event of
         your death.

7.2      Termination for Cause. Serengeti reserves the right to terminate this
         Agreement for "cause" as defined below. As used in this Agreement, the
         term "cause" shall mean (i) the commission by you of any act which
         would constitute a felony under state or federal law, or the equivalent
         under foreign law, if prosecuted; (ii) the commission by you of any act
         of moral turpitude which, in the sole reasonable opinion of Serengeti,
         negatively impacts on your ability to perform your duties hereunder;
         (iii) the material breach by you of the provisions of this Agreement;
         (iv) your failure or refusal to perform material obligations under this
         Agreement, or other acts or omissions constituting neglect or
         dereliction of duties hereunder; (v) fraud, dishonesty or other acts or
         omissions by you that amount to a willful breach of your fiduciary duty
         to Serengeti; or (vi) the happening of any other event which, under the
         provisions of any laws applicable to Serengeti or its activities,
         disqualifies you form acting in any or all capacities provided for
         herein. Serengeti may, at its option, terminate this Agreement for the
         reasons states in this Section 7 by giving written notice of
         termination to you without prejudice to any other remedy to which
         Serengeti may be entitled either by law, in equity, or under this
         Agreement.

7.3      Upon such termination under this Agreement under this Section 7, you
         shall resign from all positions you may then hold with Serengeti of any
         of its affiliates and deliver to Serengeti all documents or copies
         thereof in your possession relating to Serengeti and its business.

7.4.     Severance Pay. Whether and to which extent you are entitled to
         severance pay upon termination of your employment with Serengeti will
         be determined according to Serengeti's severance policies, if any, at
         the time of such termination. The foregoing notwithstanding, in the
         event your employment terminates during the Initial Term only, by
         reason of a change of control of Serengeti, you will be entitled to an
         amount equal to one year's salary at the then current Base Salary. For
         purposes hereof, the term "change of control" shall mean any merger,
         consolidation or reorganization of Serengeti with or into another
         person or entity, any sale of the assets of Serengeti or any
         acquisition of Serengeti's voting securities, with the result, in each
         instance, that less than 51% of the combined voting power of the then
         outstanding voting securities of Serengeti or the surviving entity
         immediately after each such transaction is held in the aggregate by
         persons or entities who were holders of voting securities of Serengeti
         immediately prior to any such transactions.
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8.       Miscellaneous

8.1      Notices. Notices hereunder shall be in writing and shall be delivered
         by hand or sent by registered to certified mail, return receipt
         requested, if to you, at the address set forth above, and if to
         Serengeti Eyewear, Inc., 8125 25th Court Street East, Sarasota, Florida
         34243, or at such other address as to which notice has been given in
         the manner herein provided.

8.2      Entire Agreement. This Agreement sets forth your and Serengeti's
         complete understanding with respect to the matters set forth herein.
         This Agreement may be modified or amended only by an agreement in
         writing signed by the parties hereto and may be assigned by Serengeti
         only in connection with the transfer of all or substantially all of the
         business and assets of Serengeti.

8.3      Severability. If any term, provision, covenant, or condition of this
         Agreement, or the application thereof to any person, place or
         circumstance, shall be held by a court of competent jurisdiction to be
         invalid, unenforceable, or void, the remainder of this Agreement and
         such term, provision, covenant, or condition as applied to other
         persons, places and circumstances shall remain in full force and
         effect.

8.4      Heading. The headings and captions of this Agreement are provided for
         convenience only and are intended to have no effect in construing or
         interpreting this Agreement.

8.5      Applicable Law. This Agreement shall be governed by and construed in
         accordance with the laws of the State of Florida without giving effect
         to the conflict of laws principles thereunder.

If the foregoing accurately reflects your understandings of our agreement and is
acceptable to you, please sign the enclosed copy of this letter and return it to
the undersigned.

                                  Very truly yours,

                                  SERENGETI  EYEWEAR, INC.

                                  By: /s/  Stephen Mevitt
                                      ----------------------------
                                      Stephen Mevitt, President




Accepted and Agreed:

By:  /s/   Douglas Hinton
   --------------------------
   Douglas Hinton