Exhibit 10.1
                       AMENDMENT NO. 1 TO
                       EMPLOYMENT AGREEMENT



     AMENDMENT NO. 1 dated as of August 14, 2001 to the Employment
Agreement dated May 19, 1998 between JLM Couture, Inc., a Delaware
corporation (the "Company"), with offices at 225 West 37th Street,
Fifth Floor, New York, NY 10018, and Joseph L. Murphy, an
individual with a residence set forth on Schedule A attached hereto
(the "Executive").

                       W I T N E S S E T H

     WHEREAS, the Company has employed the Executive as President
and Chief Executive Officer pursuant to the terms of an Employment
Agreement between the Company and the Executive dated May 19, 2001
(the "Agreement"); and
     WHEREAS, the Company and the Executive desire to amend the
terms of the Agreement to extend the term of his employment by
three years and award him 200,000 shares of Common Stock of the
Company for his services to the Company upon the terms and
conditions stated herein.
     NOW, THEREFORE, in consideration of the mutual covenants,
conditions and promises contained herein, the parties hereby agree
as follows:
          1.   Amendment to Paragraph 2.  Paragraph 2 of the
Agreement is amended as follows:
                2.  Employment Term.    The Company hereby agrees
to employ the Executive and the Executive agrees to enter the
employ of the Company on the terms and conditions set forth below
for a term commencing as of the date hereof (the "Commencement
Date"), and terminating eight years from such date, unless sooner
terminated as herein provided (such term of this Agreement is
herein referred to as the "Term")."
          2.   Amendment to Paragraph 5(a).  Paragraph 5(a) of the
Agreement is amended as follows:
                5(a) As a base compensation, the Executive shall be
paid at a rate set forth on Schedule B(i) attached hereto per annum
during the Term (the "Base Compensation"), payable at such regular
times and intervals as the Company customarily pays its employees.
On or about January 5 of each year during the Term, the Board of
Directors of Company agrees to review the Executive's performance
hereunder and, based on such review, to grant to the Executive a
bonus in an amount equal to 5 percent (5%) of pre-tax earnings of
the Company for its most recent fiscal year."
          3.   Amendment to Paragraph 5(e)
     Paragraph 5(e) is added to read as follows:
                5(e) In exchange for services rendered and to be
rendered to the Company, the Company awards the Executive, as
additional compensation, the consideration set forth on Schedule
B(ii) attached hereto and made a part hereof."
          4.   Prior Agreement.  The foregoing provisions shall
control and supersede the relevant provisions of the Agreement,
which, in all other respects, shall otherwise remain in full force
and effect.
     IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed as of the date first above written.


                                   JLM COUTURE, INC.



                                   By:/s/Daniel Sullivan
                                      Daniel Sullivan, Chairman



                                   /s/Joseph L. Murphy
                                        Joseph L. Murphy