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                                                                   EXHIBIT 10.17


                                                              September 15, 1999

Mr. Joseph T. Barrell
17 Country Way
Shrewsbury, MA 01545

Dear Joe:

      We are pleased that you have accepted employment with AAi.FosterGrant,
Inc. (the "Company"), and want to take this opportunity to set forth our
understanding with respect to your employment and compensation:

1. Title and Responsibilities: Executive Director Operations. To report to the
office of the CEO.

2. Compensation: See Attachment A.

3. Benefits: You shall be entitled to 3 weeks vacation and to participate in the
Company's insurance programs (including life and health insurance) and in any
ERISA benefit plans, all in accordance with Company's employee handbook.

4. Confidentiality and Non-Competition Agreements: As a condition of employment,
you will sign and return to us prior to the first day of employment, the
Proprietary Rights Agreement attached as Attachment B and the Non-Competition
Agreement attached as Attachment C .

5. Special Provisions: See Attachment D.

            If these compensation terms and benefits are acceptable, please so
signify by signing below on a copy of this letter and returning it to us. If you
have any questions, please do not hesitate to contact me.

            We look forward to your joining the "AAi Team" and sharing in the
future success of the the company. Please contact me to arrange for a mutually
acceptable start date.


                                   Sincerely,
                                   AAi.FosterGrant, Inc.

                                   By /s/ John R. Ranelli
                                      ------------------------------------
                                      Title:  President & COO


Agreed and Accepted:

/s/  Joseph Barrell
--------------------------------------
Joseph Barrell


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                                  ATTACHMENT A


                                  COMPENSATION


1. Base Salary:      $240,000/year through 10/1/00
                     $250,000 (minimum)/year through 10/1/01

2. Bonus: You shall be eligible for and shall receive an annual cash bonus under
the Company's executive incentive compensation plan, subject to achieving
Company and personal objectives, of up to 30% of your Base Salary.

3. Stock Options: Pursuant to the provisions of Company's Incentive Common Stock
Option Plan (a copy of which will be provided to you), the Company will grant to
you, subject to the terms and conditions of the Plan and Company's form of
Incentive Stock Option Agreement (a copy of which will be provided to you), the
right and option to purchase from Company all or any part of an aggregate of
13,500 shares of the common stock ($.01 par value) of the Company at a purchase
price equal to $32.00 per share. The option shall vest upon an initial public
offering of the Company's common stock or the achievement by Company of $20
million EBIT.


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                                  ATTACHMENT B

                          PROPRIETARY RIGHTS AGREEMENT

     For purposes of this Agreement, the following are collectively referred to
as "Company": Company and any other corporation, entity or person, now or
hereafter controlled by, controlling or under common control with Company.

     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 has expended and continues to expend
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
occupy a position of special value to Company and, in the discharge of duties
customary to that position, have access to Company's vital and unique business
information which allows Company to gain a competitive edge over competitors;
and (3) I have close, regular contact and relationships with Company's other
employees and, because of the personal nature thereof, it is common for such
employees to develop identification with me, rather than the Company itself,
creating 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 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 customer personnel and (2)
provides employees, including me, access to information gathered by Company
about 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 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 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 useful to any of Company's businesses, ventures, research,
investigations or activities, including but not limited to all of Company's
products, discoveries, ideas, inventions, methods, improvements, concepts,
developments, methods, designs, drawings, works, processes, know-how, computer
programs, internal policies and procedures, suppliers, 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


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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.

     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
in this connection, I am entering into this Agreement. I have read it carefully
so that I may understand its importance. 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 the term of the employment contemplated by the Employment
Agreement to which this Agreement is attached and forever 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 for one (1) year thereafter, 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.

     4. 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, (b) cause the issuance of patents or copyrights to
Company with respect to the Proprietary Materials and (c) 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.


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     5. 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.

     6. I shall not disclose to Company any knowledge, data or information which
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 or interfere with
fulfilling my obligations under this Agreement, or would have a bearing on my
employment.

     7. I shall comply with this Agreement at all times, even after the
termination of my employment for any reason. 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.


                                          /s/  Joseph Barrell
                                          ------------------------------------
                                          Joseph Barrell


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                                  ATTACHMENT C

                            NON-COMPETITION AGREEMENT


     For purposes of this Agreement, the following are collectively referred to
as "Company": Company and any other corporation, entity or person, now or
hereafter controlled by, controlling or under common control with Company.

     I acknowledge that (1) Company is in the business of providing jewelry,
small leather goods, sunglasses, reading glasses and other accessories sales and
services to numerous customers (the "Business"), and has expended and continues
to expend 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 occupy a position of special value to Company and, in the discharge
of duties customary to that position, have access to Company's vital and unique
business information which allows Company to gain a competitive edge over
competitors; and (3) I have close, regular contact and relationships with
Company's other employees and, because of the personal nature of thereof it is
common for such employees to develop identification with me, rather than Company
itself, creating 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 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 customer personnel and (2)
provides employees, including me, access to information gathered by Company
about 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 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 customers on Company's behalf and expense.

     In order to clarify our common understanding concerning our mutual
responsibilities in this connection, I am entering into this Agreement. I have
read it carefully so that I may understand its importance. As a condition to my
employment and continued employment, and in consideration of the premises and
compensation that I accept in connection with such employment, I agree as
follows:

     1. Were I to leave the employment contemplated by the Employment Agreement
to which this Agreement is attached and utilize my administrative,
technological, marketing and sales skills in competition with Company, the
results would be materially adverse to Company. Accordingly, during such
employment and during the twelve (12) month period following the termination of
such employment (the "non-competition period"), whether or not such


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employment is terminated for any reason, 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, or directly
or indirectly related to the Business or 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.

     2. 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, 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.

     3. 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.

     4. I shall comply with this Agreement at all times, 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.

                                                /s/  Joseph Barrell
                                                -------------------------------
                                                Joseph Barrell


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                                  ATTACHMENT D


                               SPECIAL PROVISIONS


                           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
(a) there shall occur a "change in control" (as such term is defined at Section
7(a) of the Company's Common Stock Incentive Stock Option Plan referred on
Attachment A) prior to an initial public offering of the common stock of
Company, and your duties or authority are materially reduced and you resign from
Company's employment or (b) your employment is terminated by Company for other
than cause, then so long as you are in compliance with the terms of the
agreements attached at Attachments B and C, Company shall pay to you a severance
consisting of payments on the first business day of each of the twelve (12)
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. For purposes
of the prior sentence, "cause" shall mean: your permanent disability under
Company's long term disability insurance coverage; failure to devote full time
and best efforts to the performance of your duties; 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;
failure to observe the agreements set forth in the agreements attached as
Attachments B and C, respectively; be accused of or 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 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, after a written demand for substantial
performance is delivered by Company, which specifically identifies the manner in
which you have not substantially performed, if not cured within twenty (20) days
after such written demand.


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