Exhibit 10.15



                                    AGREEMENT

                  AGREEMENT dated as of July 1, 2001 between SAUL POMERANTZ,
residing at 515 East 79th Street, New York, New York 10021 ("Executive") and
MOVIE STAR, INC., a New York corporation having its principal office at 1115
Broadway, New York, New York 10010 ("Company").

                  WHEREAS, the Company and Executive entered into an agreement
dated as of February 22, 2000 governing the terms and conditions of Executive's
employment by the Company for a term ending on June 30, 2001 (the "Agreement");
and

                  WHEREAS, Executive's employment by the Company will continue
after June 30, 2001; and

                  WHEREAS, the Company and Executive have not entered, and do
not intend to enter, into an extension of the Agreement beyond June 30, 2001;
and

                  WHEREAS, the Company desires to provide Executive with a
severance benefit upon the termination of Executive's employment in certain
circumstances.


                  IT IS AGREED:

                  1. Unless otherwise expressly set forth to the contrary
herein, all capitalized terms used herein shall have the meanings ascribed to
them in the Agreement.


                  2. Executive hereby unconditionally and irrevocably waives the
provisions of Section 3.8 of the Agreement with respect to the requirement that
the Company offer Executive continued employment not less than six months prior
to the expiration of the initial term of the Agreement and Executive expressly
agrees that Executive has no claim against the Company of any nature whatsoever
arising out of, in connection with or related to the provisions of Section 3.8
of the Agreement.


                  3. From and after June 30, 2001 Executive's continued
employment by the Company shall be on an at will basis.




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                  4. If Executive's employment by the Company is terminated at
any time after June 30, 2001 for any reason other than death, permanent and
total disability, Executive's voluntary resignation (other than for "Good
Reason" ( as hereinafter defined in this Paragraph 4)), or for "Cause" (as
hereinafter defined in this paragraph 4), Executive shall be entitled to medical
coverage for forty weeks at Company expense and the sum of $200,000.00 (the
"Severance Payment") payable in forty (40) equal weekly installments on each
regular payroll date following the date upon which Executive's employment
terminates as provided in this Section 4. As used herein, (i) "Good Reason"
shall mean the occurrence of any of the following circumstances without the
Executive's prior express written consent: (a) a substantial and material breach
of this Agreement by the Company; (b) a failure by the Company to make any
payment to Executive when due, unless the payment is not material and is being
contested by the Company, in good faith; (c) an adverse change in Executive's
current compensation; (d) an adverse change in Executive's current benefits,
unless the change applies to all executive officers of the Company and has the
same effect on all executive officers of the Company. Notwithstanding the
foregoing, Good Reason shall not be deemed to exist with respect to the
Company's acts described in clauses (a), (b), (c) or (d) above, unless the
Executive shall have given written notice to the Company specifying the Good
Reason with reasonable particularity and, within thirty (30) calendar days after
such notice, the Company shall not have cured or eliminated the problem or thing
giving rise to such Good Reason; provided, however, that a repeated breach after
notice and cure of any provision of clauses (a), (b), (c) or (d) above involving
the same or substantially similar actions or conduct, shall be grounds for
termination for Good Reason without any additional notice from the Executive;
and (ii) "Cause" shall mean: (a) the refusal, or failure resulting from the lack
of good faith efforts, by Executive to carry out specific directions of the
Board which are of a material nature and consistent with his status as an
executive of the Company, or the refusal, or failure resulting from the lack of
good faith efforts, by Executive to perform a material part of Executive's
duties hereunder; (b) the commission by Executive of a material breach of any of
the provisions of this Agreement; (c) fraud or dishonest action by Executive in
his relations with the Company or any of its subsidiaries or affiliates, or with
any customer or business contact of the Company or any of its subsidiaries or
affiliates ("dishonest" for these purposes shall mean Executive's knowingly
making a material misstatement or omission, or knowingly committing a material
improper act, for his personal benefit); or (d) the conviction of Executive of
any crime involving an act of moral turpitude. If Executive's employment
terminates because of permanent and total disability, Executive shall receive
his regular salary and medical coverage at Company expense for six months
following Executive's last day of work.

                  5.  Executive acknowledges that:

                                    (A)   As a result of his employment
with the Company, Executive has obtained and will obtain secret and confidential
information concerning the business of the Company and its subsidiaries and
affiliates (referred to collectively in this paragraph 5 as the "Company"),
including, without limitation, financial information, designs and other
proprietary rights, trade secrets and "know-how," customers and sources
("Confidential Information").

                                    (B)    The Company will suffer substantial
damage which will be difficult to compute if, during the period of his
employment with the Company or thereafter, Executive should divulge Confidential
Information.

                                    (C)    The provisions of this Agreement are
reasonable and necessary for the protection of the business of the Company.



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                                    (D)    Executive agrees that he will not at
any time, either during the term of this Agreement or thereafter, divulge to any
person or entity any Confidential Information obtained or learned by him as a
result of his employment with, or prior retention by, the Company, except (i) in
the course of performing his duties hereunder, (ii) with the Company's express
written consent; (iii) to the extent that any such information is in the public
domain other than as a result of Executive's breach of any of his obligations
hereunder; or (iv) where required to be disclosed by court order, subpoena or
other government process. If Executive shall be required to make disclosure
pursuant to the provisions of clause (iv) of the preceding sentence, Executive
promptly, but in no event more than 72 hours after learning of such subpoena,
court order, or other government process, shall notify, by personal delivery or
by electronic means, confirmed by mail, the Company and, at the Company's
expense, Executive shall: (a) take all reasonably necessary and lawful steps
required by the Company to defend against the enforcement of such subpoena,
court order or other government process, but Executive shall not be obligated to
bear any cost or expense in defending against the enforcement of such subpoena,
court order or other government process and (b) permit the Company to intervene
and participate with counsel of its choice in any proceeding relating to the
enforcement thereof.

                                    (E)    Upon termination of his employment
with the Company, Executive will promptly deliver to the Company all memoranda,
notes, records, reports, manuals, drawings, blueprints and other documents (and
all copies thereof) relating to the business of the Company and all property
associated therewith, which he may then possess or have under his control;
provided, however, that Executive shall be entitled to retain copies of such
documents reasonably necessary to document his financial relationship (both past
and future) with the Company.

                                    (F)    During the period commencing on the
date hereof and ending on the date which is one year after the date upon which
Executive's employment terminated, Executive, without the prior written
permission of the Company, shall not, anywhere in the world, (i) employ or
retain, or have or cause any other person or entity to employ or retain, any
person who was employed or retained by the Company at the time Executive's
employment with the Company terminates; or (ii) solicit, interfere with, or
endeavor to entice away from the Company, for the benefit of any person, firm or
corporation engaged in any business which is directly or indirectly in
competition with the Company, any of its customers or other persons with whom
the Company has a contractual relationship.

                                    (G)    If Executive commits a breach, or
threatens to commit a breach, of any of the provisions of paragraphs 5(D) or
5(F), the Company shall have the right and remedy:

                                    (a) to have the provisions of this Agreement
specifically enforced by any court having equity jurisdiction, it being
acknowledged and agreed by Executive that the services being rendered hereunder
to the Company are of a special, unique and extraordinary character and that any
such breach or threatened breach will cause irreparable injury to the Company
and that money damages will not provide an adequate remedy to the Company; and



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                                    (b) require Executive to account for and pay
over to the Company all monetary damages suffered by the Company as the result
of any transactions constituting a breach of any of the provisions of paragraphs
5(D) or 5(F), and Executive hereby agrees to account for and pay over such
damages to the Company.

                                    (H)    Each of the rights and remedies
enumerated in this Section 5 shall be independent of the other, and shall be
severally enforceable, and such rights and remedies shall be in addition to, and
not in lieu of, any other rights and remedies available to the Company under law
or equity.

                                    (I)      In connection with any legal action
or proceeding arising out of or relating to this Agreement, the prevailing party
in such action or proceeding shall be entitled to be reimbursed by the other
party for the reasonable attorneys' fees and costs incurred by the prevailing
party.

                                    (J)     If Executive shall violate any
covenant contained in Section 5.1(F), the duration of such covenant so violated
shall be automatically extended for a period of time equal to the period of such
violation.

                                    (K)    If any provision of this paragraph
5(D) or 5(F) is held to be unenforceable because of the scope, duration or area
of its applicability, the tribunal making such determination shall have the
power to modify such scope, duration, or area, or all of them, and such
provision or provisions shall then be applicable in such modified form.

                                    (L)     The provisions of this paragraph 5
shall survive the termination of this Agreement for any reason.


                  6.  All notices provided for in this Agreement shall be in
writing, and shall be deemed to have been duly given when (i) delivered
personally to the party to receive the same, or (ii) when mailed first class
postage prepaid, by certified mail, return receipt requested, addressed to the
party to receive the same at his or its address set forth below, or such other
address as the party to receive the same shall have specified by written notice
given in the manner provided for in this paragraph 6:

                                    If to Executive:

                                    Mr. Saul Pomerantz
                                    515 East 79th Street
                                    New York, New York 10021
                                    With a copy to:

                                    James W. Wimberly, Esq.
                                    Wimberly & Lawson, P.C.
                                    Lenox Towers
                                    Suite 400
                                    3400 Peachtree Road, N.E.


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                                    Atlanta, Georgia 30326
                                    Fax No.: (404) 261-3707


                                    If to the Company:

                                    Movie Star, Inc.
                                    1115 Broadway
                                    New York, New York 10010
                                    Attn:  Chairman of the Board

                                    With a copy to:

                                    Graubard Mollen & Miller
                                    600 Third Avenue
                                    New York, New York 10016
                                    Attn: Michael A. Salberg, Esq.
                                    Fax No.: (212) 818-8881

All notices shall be deemed to have been given as of the date of personal
delivery or mailing thereof.


                  7. This Agreement sets forth the entire agreement of the
parties relating to the employment of Executive and are intended to supersede
all prior negotiations, understandings and agreements. No provisions of this
Agreement may be waived or changed except by a writing by the party against whom
such waiver or change is sought to be enforced. The failure of any party to
require performance of any provision hereof or thereof shall in no manner affect
the right at a later time to enforce such provision.


                  8. All questions with respect to the construction of this
Agreement, and the rights and obligations of the parties hereunder, shall be
determined in accordance with the law of the State of New York applicable to
agreements made and to be performed entirely in New York.


                  9. This Agreement shall inure to the benefit of and be binding
upon the successors and assigns of the Company. This Agreement shall not be
assignable by Executive, but shall inure to the benefit of and be binding upon
Executive's heirs and legal representatives.




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                  10. Should any provision of this Agreement become legally
unenforceable, no other provision of this Agreement shall be affected, and this
Agreement shall continue as if the Agreement had been executed absent the
unenforceable provision.

                  IN WITNESS WHEREOF, the parties have executed this Agreement
on the date first above written.


                                            /s/ Saul Pomerantz
                                            ------------------
                                            SAUL POMERANTZ


                                            MOVIE STAR, INC.


                                            /s/ Mark M. David
                                            ------------------
                                            By: Mark M. David
                                            Chairman of the Board