EXHIBIT 10.13


                    THIRD AMENDMENT TO EMPLOYMENT AGREEMENT
                                       OF
                                LEO ROSENBERGER

     THIS THIRD AMENDMENT TO EMPLOYMENT AGREEMENT (this "Amendment") is made as
of  this  First  day  of  February,  2000 by and  between  GARGOYLES,  INC.,  a
Washington corporation (the "Company"), and LEO ROSENBERGER ("Employee").

                                    RECITALS

      A.    The  Company  and Employee are parties to that  certain  Employment
Agreement  dated  as of February 1, 1998, which was amended  by  those  certain
Amendments  to  Employment Agreement dated March 31,  and  June  1,  1999  (the
"Employment Agreement"); and

      B.    The  Company  and Employee desire to further amend  the  Employment
Agreement in accordance with the terms hereof.

                                   AGREEMENT

      NOW,  THEREFORE,  in consideration of the premises  and  other  good  and
valuable  consideration,  the  receipt and  sufficiency  of  which  are  hereby
acknowledged, the parties hereto hereby agree as follows:

      1.    TERM.   The  Term  of Employment set forth  in  Section  3  of  the
Employment  Agreement shall continue until the earlier of  (i)  the  date  upon
which Employee ceases to be the Chief Executive Officer of the Company, or (ii)
January 31, 2001; each of the dates described in (i) and (ii) being referred to
in the Employment Agreement as the "Expiration Date."

      2.    BASE SALARY.  Employee's Base Salary set forth in Section 4 of  the
Employment  Agreement is hereby amended, and effective as of the date  of  this
Amendment,  Employee's  annual Base Salary shall  be  Two  Hundred  Ninety-Five
Thousand Dollars ($295,000).

      3.   DEFINITION OF CHANGE IN CONTROL.  For purposes of this Amendment,  a
Change  in Control shall mean the earliest date upon which one of the following
occurs:  (i) the sale or other disposition of all or substantially all  of  the
assets  of the Company, except pursuant to a proceeding involving a foreclosure
and  liquidation  of  the  assets, (ii) the sale or other  transfer  of  voting
securities  representing a majority of the votes entitled to be  cast  for  the
election  of  directors of the Company, (iii) the sale or other transfer  of  a
majority  of  the  value  of  the equity of the  Company,  or  (iv)  a  merger,
consolidation,  reorganization  or  other  similar  transaction  involving  the
Company.

      4.   BONUS UPON A CHANGE IN CONTROL.  Upon the occurrence of a Change  in
Control which occurs on or before January 31, 2000, Employee shall have  earned
a  bonus  of Two Hundred Ninety-Five Thousand Dollars ($295,000), payable  upon
the date of the occurrence of the Change in Control.

      5.   SEVERANCE.  If prior to January 31, 2001, Employee's employment with
the  Company is terminated for any reason other than for cause or  due  to  the
death  or  voluntary  resignation of Employee, the Company shall  pay  Employee
severance in the amount of Two Hundred Ninety-Five Thousand Dollars ($295,000),
payable  on the date of termination of Employee's employment with the  Company.
If Employee has received the consideration set forth in Section 4 hereof due to
a  Change  in  Control, then no severance shall be due and payable to  Employee
under this Section 5.

      6.    NO  OTHER  AMENDMENTS.  The terms and provisions of the  Employment
Agreement are hereby ratified and confirmed and remain in full force and effect
except as amended by this Amendment.

IN  WITNESS  WHEREOF,  the  parties  hereto have  executed  this  Amendment  to
Employment Agreement as of the date first above written.


GARGOYLES, INC.

/s/ Paul S. Shipman

By
    --------------------------------------------
    Paul S. Shipman, Member of the Board
    of Directors of Gargoyles, Inc. and Chair of
    the Compensation Committee of the Board


/s/  Leo Rosenberger
--------------------
LEO ROSENBERGER