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                                                                    Exhibit 10.2

                              EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT, dated as of April 1, 2004 (this "Agreement"), by and
between SOLA International, Inc., a Delaware corporation (the "Company"), and
Mark Ashcroft (the "Executive").

WHEREAS, the Executive possesses skills and experience that are of value to the
Company; and

WHEREAS, the Company has determined that it is in its best interest to secure
the continued services and employment of the Executive on behalf of the Company
in accordance with the terms of this Agreement and the Executive is willing to
render such services on the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the
parties hereto agree as follows:

1.    Duties. During the Employment Term, the Executive shall serve as Executive
      Vice President and General Manager, Europe and such other position(s) as
      the Chief Executive Officer of the Company (the "CEO") may reasonably
      designate.

      The Executive shall devote all of his business time and attention and
      ability to the performance of such duties, services and responsibilities,
      and will use his best efforts to promote the interests of the Company. The
      Executive will not, directly or indirectly, render services of a business,
      commercial or professional nature to any other person or organization,
      whether for compensation or otherwise, without the prior consent of the
      CEO.

2.    Compensation. In full consideration of the performance by the Executive of
      the Executive's obligations during his employment (including any services
      by the Executive as an officer, director, employee or member of any
      committee of any subsidiary or affiliate of the Company, or otherwise on
      behalf of Company), the Executive shall be compensated as follows:

      Your remuneration package as an executive of the Company will be as
      follows:

      2.1.  A base salary of L 150,000.

      2.2.  The Executive will be eligible for a bonus pursuant to the terms and
            conditions of the Company's "Management Incentive Plan". I have
            provided you with an outline of how I intend to structure your
            incentive plan in this role.

      2.3.  A company car allowance in the sum of (pound)1,000 per month.

3.    Benefits.

       (i) In addition to the payments and awards described in Section 2 of this
           agreement, during his employment, the Executive shall be entitled to
           participate in any and all employee benefit plans the Company
           regularly provides its other executives or employees including, but
           not limited to, health, dental, vision, pension or other retirement
           plans.

      (ii) The Company will pay your telephone rental and reimburse you for all
           business related calls.

4.    Vacation. You will be entitled to 25 days Annual Leave. Unused leave will
      be forfeited.

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5.    Termination. Employment with the Company may be terminated by either party
      upon the occurrence of any of the following events:

      5.1.  The death or disability of the Executive.

      5.2.  The termination of employment by the Company for Cause. As used
            herein, "Cause" shall mean Executive's: (i) willful misconduct,
            neglect of duties, or any act or omission any or all of which
            materially adversely affect the Company's business after receipt
            from the Company of a detailed statement of the cause for
            termination, or (ii) conviction of, or plea of guilty or nolo
            contendere to, a felony.

      5.3.  If termination of employment by the Executive or the Company occurs,
            other than for cause, notice of termination of employment by either
            side is 6 months and must be given in writing.

      5.4.  Resignation by the Executive for Good Reason. As used herein, "Good
            Reason" shall mean (i) regular assignment by the Company to the
            Executive of duties and responsibilities that materially diminish
            his position as Executive Vice President and General Manager,
            Europe; or (ii) reduction of the Executive's Base Salary or a
            material reduction in his employee benefits (other than incentive
            compensation) that is not part of, or is disproportionate to a
            general reduction by the Company of executive compensation.

6.    Termination Payments. If the Executive's employment with the Company
      terminates the Company's, its subsidiaries' and its affiliates' sole
      obligation hereunder, except as otherwise provided in this Section 6,
      shall be to pay the Executive (a) any accrued and unpaid Base Salary as of
      the Termination Date and (b) an amount equal to such reasonable and
      necessary business expenses incurred by the Executive in connection with
      the Executive's employment on behalf of the Company on or prior to the
      Termination Date but not previously paid to the Executive (the "Accrued
      Compensation"). In addition, if the Executive's employment with the
      Company terminates pursuant to Section 5.3 or Section 5.4 hereof, the
      Company's, its subsidiaries' and its affiliates' sole obligation hereunder
      shall be to (a) pay the Accrued Compensation, (b) continue to pay the
      Executive the Base Salary (at the rate in effect at the time of
      termination of employment) for the period of six months, commencing with
      the first of the month following the month in which termination takes
      place, (c) pay the Executive 50% of the average Management Incentive Plan
      compensation (or successor thereto) paid or payable to him for the three
      completed fiscal years immediately prior to the date of such termination
      (including the year of termination if the Termination Date occurs on the
      last day of a fiscal year) (the "MIP Severance"), (d) continue to provide
      the Executive with the benefits described in Section 3 of this Agreement
      for a period of six months after the date of such termination and (e) pay
      up to(pound)15,000 for outplacement assistance on behalf of the Executive
      in the form of professional consultation and administrative assistance
      during the twelve months after the date of such termination, in the latter
      case, subject to the Company's approval which may not be unreasonably
      withheld. All monies due under (b), (c) and (d) above will be reduced by
      an amount equivalent to any and all compensation, in whatever form
      received or promised, that is paid to the executive for services or advice
      of any kind provided to another organization or individual during the
      twelve month period following termination. The executive recognizes and
      agrees to promptly and accurately report all such compensation to the
      company.

      The Company shall have no obligation to the Executive for any payments or
      benefits other than the Accrued Compensation if the Executive terminates
      his employment with the Company other than for Good Reason.

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7.    Executive Covenants.

         (a)      Unauthorized Disclosure. The Executive recognizes that the
                  services to be performed during the Employment Term by the
                  Company are special, unique, and extraordinary and that by
                  reason of the Executive's employment with the Company the
                  Executive has acquired and will acquire confidential
                  information and trade secrets concerning the Company's
                  operations ("Company Confidential Information") and the
                  operations of its affiliates ("Affiliate Confidential
                  Information"). Accordingly, it is agreed that:

                  (i)   The Executive shall not divulge to any entity or person,
                        other than the Company or its affiliates, or, in the
                        event of an assignment of this Agreement pursuant to
                        Section 14 hereof, the assignee and its affiliates, if
                        any, whether during the Employment Term or after a
                        severance Event, any Company Confidential Information
                        concerning the Company's customer lists, research or
                        development programs or plans, processes, methods or any
                        other of its trade secrets, except information that is
                        then available to the public in published literature and
                        became publicly available through no fault of the
                        Executive.

                  (ii)  The Executive shall not divulge to any person or entity,
                        including an assignee of this Agreement and its
                        affiliates, but excepting the Company and its
                        affiliates, whether during the Employment Term or after
                        a Severance Event, any Affiliate Confidential
                        Information acquired by the Executive concerning the
                        customer lists, research or development programs or
                        plans, processes, methods or any other trade secrets of
                        the Company or any affiliate, except information which
                        is then available to the public in published literature
                        and became publicly available through no fault of the
                        Executive.

                  (iii) The Executive acknowledges that all information the
                        disclosure of which is prohibited hereby is of a
                        confidential and proprietary character and of great
                        value to the Company and its affiliates. Upon a
                        Severance Event, the Executive shall forthwith deliver
                        up to the Company all records, memoranda, data and
                        documents of any description which refer or relate in
                        any way to Company Confidential Information or Affiliate
                        Confidential Information and return to the Company any
                        of its equipment and property which may then be in the
                        Executive's possession or under the Executive's personal
                        control. Upon the assignment of this Agreement, pursuant
                        to Section 14, the Executive shall forthwith deliver up
                        to the Company all records, memoranda, data and
                        documents of any description which refer or relate in
                        any way to Affiliate Confidential Information and return
                        to the Company any of its equipment and property which
                        may then be in the Executive's possession or under the
                        Executive's personal control.

         (b)      Non-competition. By and in consideration of the Company's
                  entering into this Agreement and the payments to be made and
                  benefits to be provided by the Company hereunder, and in
                  further consideration of the Executive's exposure to the
                  Company Confidential Information and Affiliate Confidential
                  Information, it is agreed that during his employment, and for
                  twelve months following a Severance Event or the termination
                  of his employment by the Executive other than for Good Reason,
                  the Executive will not, directly or indirectly, as an officer,
                  director, stockholder, partner, associate, owner, employee,
                  consultant or otherwise, become or be interested in or
                  associated with any other corporation, firm or business
                  engaged in the same or a similar or competitive business with
                  the Company or any of its affiliates in any geographical area
                  in which the Company or any of its affiliates are then engaged
                  in business, provided that the Executive's ownership, directly
                  or indirectly, of not more than one percent of the issued and
                  outstanding stock of a corporation the shares of which are
                  regularly traded on a national securities exchange or in the
                  over-the-counter market shall not, in any event, be deemed to
                  be a violation of this Subsection.

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         (c)      Non-solicitation. The Executive agrees not to solicit any
                  person employed by the Company or its affiliates. As used
                  herein, "solicit" or "soliciting" means any direct or indirect
                  approach or appeals to such an employee to leave the Company.
                  Indirect solicitation includes but is not limited to, acting
                  through a third party or parties or characterizing job
                  advertisements or opportunities in such a fashion so as to
                  entice any employee. The Executive agrees that, if approached
                  by a Company employee, the Executive will:

                  (i)   Inform the employee of the Executive's obligations set
                        forth in this subparagraph;

                  (ii)  Refer the employee to the relevant Company Human
                        Resources personnel; and

                  (iii) Request that the employee confirms in writing to the
                        Company that he has approached the Executive and
                        confirms that request in a memorandum to such Human
                        Resources organization.

         (d)      Remedies. The Company shall be entitled, in addition to any
                  other right or remedy that it may have at law or in equity
                  with respect to a breach of this Agreement by the Executive
                  (including the right to terminate payments pursuant to Section
                  6 hereof), to an injunction, without the posting of a bond or
                  other security, enjoining or restraining the Executive from
                  any violation or threatened violation of this Section 7 and
                  Sections 8 and 9 hereof and the Executive hereby consents to
                  the issuance of such an injunction.

8.    Proprietary Rights. The Executive agrees that any invention made by the
      Executive during his employment shall belong to the Company if (a) it was
      made in the normal course of the duties of the Executive or in the course
      of duties falling outside the Executive's normal duties but specifically
      assigned to the Executive, and the circumstances in either case were such
      that an invention might reasonably be expected to result from the carrying
      out of such duties, or (b) the invention was made in the course of the
      duties of the Executive and, at the time of making the invention, because
      of the nature of the Executive's duties and the particular
      responsibilities arising from the nature of the Executive's duties, the
      Executive had a special obligation to further the interests of the
      Company. In addition, if (a) the Executive during his employment shall
      make any improvement or develop any know-how, copyrightable work or
      design, (b) such improvement, know-how, copyrightable work or design is
      relevant to the business of the Company or any of its subsidiaries, and
      (c) such improvement, know-how, copyrightable work or design arose
      directly out of any work carried out during his employment, or out of
      Confidential Company Information or Confidential Affiliate Information to
      which the Executive had access while in the employ of the Company, then
      such improvement, know-how, copyrightable work or design shall belong to
      the Company, whether or not it was disclosed to the Company during the
      Employment Term by the Company.

      In the event that the Executive makes any invention or develops any
      improvement, know-how, copyrightable design or work which belongs to the
      Company, the Executive shall fully, freely and immediately communicate the
      same to the Company and the Executive shall, if and as desired by the
      Company execute all documents and do all acts and things at the Company's
      cost which may be necessary or desirable to obtain letters patent or other
      adequate protection in any part of the world for such invention,
      improvement, know-how, copyrightable work or design and to vest the same
      in the Company for the Company's benefit. The Executive hereby irrevocably
      appoints the Company as the Executive's attorney in the Executive's name
      and on the Executive's behalf to execute all such deeds and documents and
      to do all such acts and things as may be necessary to give effect to this
      Subsection in the event that the Executive fails to comply within seven
      days with the written directions given by the Company pursuant to this
      Subsection.

9.    Non-Disparagement. In the event of a Severance Event both the Executive
      and the Company agree that neither of them will disparage the other in any
      manner.

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10.   Moral Rights Waiver. As used herein, "Moral Rights" shall mean any right
      to claim authorship of a work, any right to object to any distortion, or
      other modification of a work, and any similar right, existing under the
      law of any country in the world, or under any treaty. Executive hereby
      irrevocably transfers and assigns to the Company any and all Moral Rights
      that Executive may have in any services or materials. Executive also
      hereby forever waives and agrees never to assert against the Company, its
      successors or assigns any and all Moral Rights Executive may have in any
      services or materials, even after termination of this Agreement.

11.   Release. In consideration of the payments and covenants under this
      Agreement, the Executive hereby releases the Company, its employees,
      officers, directors, subsidiaries, affiliates, successors and assigns and
      the Company, its subsidiaries, affiliates, successors and assigns hereby
      release the Executive from any and all claims for relief or causes of
      action relating to any matters of any kind arising out of his employment
      (or its termination) with the Company arising prior to the date hereof.

12.   Notices. All notices, consents, waivers or demands of any kind which
      either party to this Agreement may be required or may desire to serve on
      the other party in connection with this Agreement shall be in writing and
      may be delivered by personal service or sent by telegraph or cable or sent
      by registered or certified mail, return receipt requested with postage
      thereon fully prepaid. All such communications shall be addressed as
      follows:

                 The Company:           SOLA International, Inc.
                                        10590 West Ocean Air Drive, Suite 300
                                        San Diego, California 92130
                                        Attn: Jeremy C Bishop

                 The Executive:         Mark Ashcroft         [             ]

                                        Date                  [             ]

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13.   Assignment. The Company may assign this Agreement to any affiliate of the
      Company or to any non-affiliate of the Company that shall succeed to the
      business and assets of the Company. In the event of such assignment, the
      Company shall cause such affiliate or non-affiliate as the case may be, to
      assume the obligations of the Company hereunder by written agreement
      addressed to the Executive concurrently with any assignment with the same
      effect as if such assignee were the Company hereunder. This Agreement is
      personal to the Executive and the Executive may not assign any rights or
      delegate any responsibilities hereunder without the prior approval of the
      Company.

14.   Entire Agreement. This Agreement is the entire Agreement between the
      Company and the Executive with respect to the subject matter hereof and
      cancels and supersedes any and all other agreements regarding the subject
      matter hereof between the parties. This Agreement may not be altered,
      modified, changed, or discharged except in writing signed by both of the
      parties.

15.   Severability. If any one or more of the provisions (or any part thereof)
      of this Agreement, or any application thereof to the circumstances, shall
      be held to be invalid, illegal or unenforceable in any respect the
      remaining provisions (or any part thereof) shall not in any way be
      affected or impaired thereby.

16.   Arbitration. Except as otherwise provided in Section 7(d) hereof, with
      respect to any controversy arising out of or relating to this Agreement,
      or the subject matter thereof, such controversy shall be settled by final
      and binding arbitration in San Diego, California or such other location as
      the company may determine, in accordance with the then existing rules
      ("the Rules") of the American Arbitration Association ("AAA") and judgment
      upon the award rendered by the arbitrators may be entered in any court
      having jurisdiction thereof; provided, however, that the law applicable to
      any controversy shall be the law of California, regardless of its or any
      jurisdiction's choice of law principle. Arbitration shall be the sole and
      exclusive remedy for the resolution of the disputes described above. In
      any such arbitration, the award or decision shall be rendered by a
      majority of the members of a board of arbitration consisting of three
      members, one of whom shall be appointed by each party and the third of
      whom shall be the chairman of the panel and be appointed by mutual
      agreement of said two party appointed arbitrators. In the event of the
      failure of said two arbitrators to agree, within five working days after
      the commencement of the arbitration, upon appointment of the third
      arbitrator, the third arbitrator shall be appointed by the AAA in
      accordance with the Rules. In the event that either party shall fail to
      appoint an arbitrator within five days after the commencement of the
      arbitration proceeding, such arbitrator and the third arbitrator shall be
      appointed by the AAA in accordance with the Rules. The arbitrators are
      empowered but not limited in making an award in favor of the Executive to
      require any act or acts that they believe necessary to effectuate the
      intent of this Agreement. The Company agrees that any costs of any
      arbitration borne by the Executive, including the Executive's reasonable
      attorneys' fees and expenses and the costs, fees and expenses of the
      Executive's appointed arbitrator, shall be borne by the Company to the
      extent attributable to issues on which the Executive prevails on the
      merits.

17.   Non-Waiver of Rights. The failure to enforce at any time the provisions of
      this Agreement or to require at any time performance by any other party of
      any provisions hereof shall in no way be construed to be a waiver of such
      provisions or to affect either the validity of this Agreement or any part
      hereof, or the right of any party to enforce each and every provision in
      accordance with its terms. No waiver by any party hereto of any breach by
      any other party hereto of any provision of this Agreement to be performed
      by such other party shall be deemed a waiver of similar or dissimilar
      provisions at the time or at any prior or subsequent time.

18.   Headings. The headings contained herein are solely for the purposes of
      reference, are not part of this Agreement and shall not in any way affect
      the meaning or interpretation of this Agreement.

19.   Counterparts. This Agreement may be executed in two or more counterparts,
      each of which shall be deemed to be an original but all of which together
      shall constitute one and the same instrument.

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20.   THE EXECUTIVE ACKNOWLEDGES THAT HE HAS HAD THE OPPORTUNITY TO CONSULT WITH
      THE ADVISOR OF HIS CHOICE AND THAT HE HAS FREELY AND VOLUNTARILY ENTERED
      INTO THIS AGREEMENT.

IN WITNESS WHEREOF, the Company has caused this Employment Agreement to be
executed by authority of its Board of Directors, and the Executive has hereunto
set the Executive's hand, on the day and year first above written.

                                             SOLA International, Inc.:

                                             By: /s/ Jeremy C. Bishop
                                                 --------------------
                                                  Name:  Jeremy C Bishop
                                                  Title: President and CEO

                                             Executive:

                                             /s/ Mark Ashcroft
                                             ----------------------------------
                                             Mark Ashcroft

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