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                                                                   Exhibit 10.21


                                  July 3, 2001

Mr. Edward J. Seibolt
8 Beauclaire Lane
Fairport, New York  14450

Dear Ed:

I am delighted to formally extend to you our offer to join the AAi.FosterGrant
team. Everyone on our team enjoyed meeting you and is excited about your joining
us. You are the last piece in the puzzle to growth and prosperity. As I am sure
you heard from all of us, this is an exciting place to work with lots of
challenges and a great opportunity to contribute to the success of the company!

This letter summarizes the offer of employment made to you by AAi.FosterGrant,
Inc. ("Company") and is valid until Wednesday, July 11, 2001.

1.       POSITION: Vice President - Sales

2.       REPORTING RELATIONSHIP: President & CEO.

         a.)      BASE SALARY: Your base salary will be $4038.46 weekly
         ($210,000 annualized)

3.       BENEFITS: As a full time employee of the Company you will become
         eligible for our ERISA benefits programs as are in effect from time to
         time, including,  but not limited to:

         -        Medical and Dental insurance

         -        Life insurance

         -        401(k) program after one year of service

         -        3 Weeks Vacation per year

         A summary of our current benefits will be forwarded under separate
cover.

4.       ANNUAL BONUS: You will participate in the FY `01  performance  bonus
         plan at the 30% (pro rata) base salary level based equally on your
         attainment of personal goals and the Company's performance against
         annual corporate business goals.

5.       STOCK OPTIONS: As a corporate executive you will be eligible to
         participate in a future Long Term Incentive plan, if implemented by
         the Company.

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6.       PERFORMANCE  REVIEW: In accordance with company policy you will be
         given a ninety- (90) day  non-financial  review.  A one (1) year
         performance and salary review will be given on or about one (1) year
         from your date of hire and every year thereafter.

7.       PROPRIETARY RIGHTS/NON-COMPETITION:  Attachment A shall apply.

8.       RELOCATION: TBD. If you resign or are terminated by the Company for
         cause within six (6) months of your start date, you shall repay the
         Company any relocation payments made, as follows: Total x (6 - number
         of months employed) x 16.67%.

9.       START DATE: Monday, July 30, 2001 with a reporting date of Monday,
         July 30, 2001

If you are in agreement with the foregoing, please signify by signing below and
at Attachment B.

Ed, we believe that you have the skills, experience, intellect and energy level
that will lead us to revenue growth. We look forward to your joining our team.

Sincerely,

AAi.FosterGrant, Inc.                       Agreed and Accepted:

By /s/ John R. Ranelli                      By /s/ Edward J. Seibolt
  --------------------------------             ---------------------------------
   John R. Ranelli                             Edward J. Seibolt
   President/CEO



Includes:
Attachment A:  Proprietary Rights/Non-Competition Agreement
Attachment B:  Special Provision/Severance




* AAi.Foster Grant, Inc. Verifies the identity and employment authorization of
all new hires, pursuant to the Immigration and Nationality Act. In order to
comply with this legal obligation, we must complete and Employment Eligibility
form for your review within three days of hire. Enclosed is an I-9 form for your
review. Please note that you will need to provide one document from "List A" OR
one document from "List B" AND one document from "List C" of the form. If you
have any questions, please contact Sandra DaRocha, AAi.FosterGrant, Inc.



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ATTACHMENT A

                  PROPRIETARY RIGHTS/NON-COMPETITION AGREEMENT

         For purposes of this Agreement, the following are collectively
referred to as "Company": AAi.FosterGrant, Inc. and any other corporation,
entity or person, now or hereafter controlled by, controlling or under common
control with Company. "I" shall mean Edward J. Seibolt.

         I acknowledge that (1) Company is in the business of providing jewelry,
small leather goods, reading glasses and sunglasses and other accessories sales
and services to numerous customers, and expends significant resources in
developing, marketing and selling its services and products, and in developing
information which is not generally known to others and which is entitled to
protection from improper disclosure and use; (2) I will occupy a position of
special value to Company and, in the discharge of duties customary to that
position, I will have access to Company's vital and unique business information
which allows Company to gain a competitive edge over competitors; and (3) I will
have close, regular contact and relationships with Company's other employees
and, because of the personal nature thereof, such employees will develop
identification with me, rather than the Company itself, could create the
potential for my appropriation of such relationships developed on Company's
behalf and expense.

         I further acknowledge that an essential element of maintaining
Company's relationships with its customers is the development and maintenance of
personal contacts with vendor and customer personnel who are responsible for
obtaining Company services and products and, towards that end, Company (1)
encourages employees, including me, to become personally acquainted with vendor
and customer personnel and (2) provides employees, including me, access to
information gathered by Company about vendors and customers. This policy
represents a significant, costly investment by Company, to the extent additional
manpower is necessary to develop such contacts and relationships and gather such
information. Because of the personal nature of such contacts and relationships,
Company's vendors and customers commonly develop identification with employees,
including me, rather than Company itself. Such identification creates potential
for my appropriation of the benefits of relationships developed with vendors and
customers on Company's behalf and expense.

        In this Agreement, Company's information, data and knowledge is known as
Proprietary Materials. It includes such information, data and knowledge
developed or obtained by or on behalf of Company relating to, used in connection
with or reasonably likely to be useful to any of Company's businesses, ventures,
research, investigations or activities, including but not limited to all of
Company's trade secrets, products, discoveries, ideas, inventions, methods,
improvements, concepts, developments, methods, designs, drawings, works,
processes, know-how, computer programs, internal policies and procedures,
vendors, customers, contacts, prospects, financial information, business
records, marketing practices and any papers labeled "secret," "confidential," or
"proprietary," as well as any confidential information of any of Company's
customers provided to Company. I understand that each of the foregoing
constitutes Proprietary Materials even if conceived, made, developed, created or
first reduced to practice by me during my term of employment with Company, and
whether or not (1) I did so at the request or suggestion of Company, (2) they
resulted from or were suggested by any work that I have performed or may perform
for Company, (3) I did the work alone or in conjunction with others, (4) I did
the work during regular hours of work or otherwise, or at Company's place of
business or elsewhere, and (5) the Proprietary Materials are patentable or
copyrightable by me or someone else. Notwithstanding the foregoing, Company and
I agree that Proprietary Materials will not include any information, data or
knowledge that I can establish by written evidence as having been conceived,
made or reduced to practice by me which was created or conceived without use of
Company resources, outside of regular Company business hours and that is
unrelated to or reasonably unlikely to be useful to Company.

         In order to provide greater comfort to Company that it can continue to
share its Proprietary Materials with me without fear of appropriation thereof,
and to clarify our common understanding concerning our mutual responsibilities,
I am entering into this Agreement. I have read it carefully so that I may
understand its importance.

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As a condition to my employment and continued employment, and in consideration
of the premises and the compensation that I accept in connection with such
employment, I agree as follows:

        1. During my employment and thereafter, I shall not, in any way,
directly or indirectly, disclose or appropriate to my own use, or to the use of
any party other than Company, the Proprietary Materials. I shall use my best
efforts to protect the Proprietary Materials from disclosure or misuse, and
inform an executive officer of Company immediately upon learning of any improper
disclosure or misuse of Proprietary Materials by me or by any other employee or
person. I shall not copy or remove from Company's premises any media, papers,
drawings or models relating to or containing any of the Proprietary Materials,
except to the extent necessary in the course of such employment.

         2. During the term of such employment and upon termination of my
employment, I shall promptly and fully disclose to an executive officer of
Company any Proprietary Materials of which I have knowledge.

        3. The Proprietary Materials shall at all times be the exclusive
property of Company, although I am aware that in the absence of this Agreement I
may have been entitled to rights in some of the Proprietary Materials.
Accordingly, I agree that all Proprietary Materials consisting of writings or
works (including but not limited to computer software program codes) shall be
considered works made for hire under the copyright laws, and therefore owned by
Company. So as to assure Company's exclusive rights in the Proprietary
Materials, I hereby assign, transfer and give to Company my entire right, title
and interest in and to the Proprietary Materials, including but not limited to
all rights throughout the world and any renewals and extensions associated
therewith. At the request of Company, during the term of my employment and
forever thereafter, I shall (a) sign, verify, acknowledge, deliver and file any
documents necessary or advisable for Company to obtain ownership of the
Proprietary Materials, including, at Company's expense, the issuance of patents
or copyrights to Company with respect to the Proprietary Materials, and (b)
otherwise assist Company in every reasonable manner in obtaining any of its
rights in the Proprietary Materials (including but not limited to providing
testimony at legal proceedings). I hereby irrevocably appoint Company as my
attorney-in-fact (which appointment shall be deemed a power coupled with an
interest) with full powers of substitution and delegation, to execute, verify,
acknowledge and deliver any such documents.

         4. Upon the termination of my employment for any reason, or if Company
shall request sooner, I shall promptly deliver to an executive officer of
Company all media, papers, drawings, models and other existing material in my
possession or control relating to or containing any of the Proprietary
Materials.

         5. I shall not disclose to Company any knowledge, data or information
which, to my knowledge, another company may consider to be its confidential
information, trade secrets or proprietary information. I am not subject to any
other agreements, whether in writing or verbally, with anyone else that would
prohibit, restrict or interfere with my employment or fulfilling my obligations
under this Agreement.

         6. Were I to leave the Company's employment and utilize my
administrative, merchandise, financial, technological, marketing and sales
skills in competition with the Company, the results would be materially adverse
to Company. Accordingly, during such employment and during the twelve (12) month
period following the termination of my employment with Company (the
"non-competition period"), I shall not engage in or carry on, in any way,
directly or indirectly, either for myself or as a member of a partnership or as
a stockholder or investor (except for ownership of securities, not exceeding 5%
of any class, of a corporation traded on a national securities exchange) or as
an officer, director, employee, agent, representative, advisor or consultant of
any entity (other than Company), any business similar to or competing with any
business carried on by Company or its successors at the time of the termination
of my employment, or directly or indirectly related to the Business and to which
I have been exposed at any time during such employment, in the United States or
any other country in which Company does business or engages in activities at the
time of the termination of such employment. This agreement does not include any
retail operation that does not currently or, in the 5 years prior to execution
of this agreement, conduct business with the Company or one of it's
Subsidiaries.

         7. I shall not, during the non-competition period, in any way, directly
or indirectly (except in the course of such employment), call upon, solicit,
advise or otherwise do or attempt to do, business with any clients,

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customers or accounts of Company with whom I had any dealings at any time during
the course of such employment, or take away or interfere or attempt to interfere
with any custom, trade, business or patronage of Company, or interfere with or
attempt to interfere with any officers, employees, representatives, advisors,
consultants or agents of Company, or induce or attempt to induce any of them to
leave the service of Company or violate agreements with it. At the termination
of my employment, Company shall supply to me a written listing of clients,
customers or accounts of Company.

         8. The foregoing shall be deemed to be a series of separate covenants,
one for each county of each state or territory of the United States and one for
each and every country in which Company does business or engages in activity. If
a court shall refuse to enforce all of such separate covenants, then such
unenforceable covenants shall be deemed eliminated for the purpose of such
proceedings to the extent necessary to permit the remaining separate covenants
to be enforced. If a court refuses to enforce any one or more of such separate
covenants because the time thereof is deemed to be excessive or unreasonable,
then such covenants, which would otherwise be unenforceable due to such
excessive or unreasonable period of time, shall be enforced for such lesser
period of time as deemed reasonable and not excessive by such court.

          9. I shall comply with this Agreement even after the termination of my
employment for any reason, and I shall perform each and every obligation set
forth in this Agreement without any further payment or compensation to me,
except for any reasonable out-of-pocket expenses incurred at the request of
Company.

           10. It is understood and agreed that any breach of this Agreement is
likely to result in irreparable injury to Company, and that the remedy at law
alone will be an inadequate remedy for such breach, in that in addition to any
other remedy Company may have, Company shall be entitled to enforce my specific
performance of this Agreement, and to seek both temporary and permanent
injunctive relief (to the extent permitted by law) without the necessity of
proving actual damages.


                                              /s/ Edward J. Seibolt
                                              -------------------------------
                                              Edward J. Seibolt



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                                  ATTACHMENT B

                          SPECIAL PROVISIONS/SEVERANCE


         1. This letter sets forth the terms of employment, and does not
constitute or promise employment for a specific term. Either you or we can
terminate employment for any reason. Notwithstanding the foregoing, if the
Company for other than cause terminates your employment, then so long as you are
in compliance with the terms of this letter agreement, including all
attachments. Company shall pay to you a severance consisting of payments on the
first business day of each of the six (6) months immediately succeeding the date
of termination of your employment equal to 1/12th of your Base Salary in effect
on the date of termination, reduced by any compensation for services earned or
received by you from third parties during the severance period. The severance
program will also provide benefit continuation for the entire severance period.
For purposes of the prior sentence, "cause" shall mean: (a) your permanent
disability under Company's long-term disability insurance coverage; (b) failure
to devote full time and best efforts to the performance of your duties; (c)
commission of an act of gross negligence, dishonesty, fraud, gross
insubordination, malfeasance, disloyalty, bad faith or breach of trust in the
performance of your duties; (d) failure to observe the agreements set forth in
the agreements attached as ATTACHMENT A; (e) commit a felony or act which, in
the judgment of the Board of Directors of Company, subjects you or Company to
public disrespect, scandal or ridicule so as to materially and adversely affect
the utility of your services to Company; or (f) refuse to perform duties
assigned to you in good faith or violate or fail to observe any lawful business
instruction or lawful business policy established by Company with respect to the
operation of its business and affairs or fail to, or refuse to, substantially
perform your duties; and with respect to items (b) and (f), after a written
notice is delivered by Company, which specifically identifies the manner in
which you have become subject to termination for cause, if not cured (if such
matter is susceptible of cure) within twenty (20) days after such written
notice.

     2. This Agreement shall be governed by and construed in accordance with the
laws of the State of Rhode Island, without regard to its conflict of laws rules.
Employee agrees and consents to personal jurisdiction and service in venue in
any federal or state court within Rhode Island having subject matter
jurisdiction, for purposes of any action, suit or proceeding arising out of or
relating to this Agreement. Employee waives trial by jury in any such action,
suit or proceeding.


      AAi.FosterGrant, Inc.


     By /s/ John R. Ranelli                          /s/ Edward J. Seibolt
       ------------------------------               ----------------------------
     John R. Ranelli                                Edward J. Seibolt
     President/CEO