EXHIBIT 10.1

                              AMENDED AND RESTATED
                              EMPLOYMENT AGREEMENT

         THIS AGREEMENT, made this 28th day of June, 1996, by and between
KLEINERT'S, INC., a Pennsylvania Corporation (hereinafter called "Kleinert's")
and JACK BRIER, an individual (hereinafter referred to as "Brier").

                              W I T N E S S E T H:

         Brier has been Chairman and Chief Executive Officer of Kleinert's for
many years and is a party to an Employment Agreement dated November 21, 1994.
Kleinert's and Brier each desire to set forth in writing the amended and
restated terms of Brier's continued employment with Kleinert's.

         NOW, THEREFORE, in consideration of the facts, mutual promises and
covenants contained herein and intending to be legally bound hereby, Kleinert's
and Brier agree as follows:

         1. Employment. Kleinert's hereby employs Brier and Brier hereby accepts
employment by Kleinert's for the period and upon the terms and conditions
contained in this Agreement.

         2. Office and Duties.

            (a) Brier shall serve Kleinert's as its Chief Executive Officer and,
if elected to the Board of Directors, as Chairman of the Board of Directors, and
shall have such authority and such responsibilities as generally accorded a
Chief Executive Officer and Chairman of the Board of Directors of a
publicly-held company.

            (b) Throughout the term of this Agreement, Brier shall devote such
time, energy, skill and efforts to the performance of his duties hereunder in a
manner which will


<PAGE>



faithfully and diligently further the business and interests of Kleinert's. No
provision of this Agreement shall in any way restrict Brier's right to act in
any capacity for Scott Mills, Inc. or any successor to Scott Mills, Inc.

         3. Term. This Agreement shall be for a term of four (4) fiscal years of
Kleinert's, commencing on December 3, 1995 and ending on December 4, 1999,
unless sooner terminated as hereinafter provided. Unless either party elects to
terminate this Agreement at the end of the original or any renewal term by
giving the other party notice of such election at least ninety (90) days before
the expiration of the then current term, this Agreement shall be deemed to have
been renewed for an additional term of one (1) fiscal year commencing on the day
after the expiration of the then current term.

         4. Compensation.

            (a) For all of the services rendered by Brier to Kleinert's, for the
fiscal year beginning December 3, 1995, Brier shall receive an annual base
salary of Four Hundred Thousand Dollars ($400,000), payable in reasonable
periodic installments, and for the three fiscal years beginning December 1,
1996, Brier shall receive an annual base salary of Four Hundred Fifty Thousand
Dollars ($450,000) payable in reasonable periodic installments.

            (b) In addition to Brier's base salary, Kleinert's shall pay Brier,
within forty-five (45) days from the end of each fiscal year during the term of
this Agreement, a bonus with respect to such fiscal year equal to five percent
(5%) of the amount, if

                                      - 2 -

<PAGE>



any, by which income before deduction of state and federal income taxes of
Kleinert's for such fiscal year exceeds income before deduction of state and
federal income taxes of Kleinert's for the fiscal year ended December 2, 1989.
Income before deduction of state and federal income taxes shall be determined on
a consolidated basis in accordance with generally accepted accounting principles
for each fiscal year. Notwithstanding the foregoing, the amount of bonus to be
paid under this subparagraph shall be limited for each fiscal year to an amount
equal to the base compensation provided in subparagraph 4(a) hereof.

            (c) Throughout the term of this Agreement and as long as they are
kept in force by Kleinert's, Brier shall be entitled to participate in and
receive the benefits of any profit sharing, pension or retirement plans and any
health, life, accident or disability insurance plans or programs made available
to Brier and/or available to other executive officers of Kleinert's, including
but not limited to, a Deferred Compensation and Salary Continuation Agreement
dated November 30, 1991, certain Split Dollar Insurance Agreements and
Collateral Assignment Agreements dated April 21, 1993 and May 26, 1993;
provided, however, that nothing herein shall preclude the Board of Directors of
Kleinert's, in its discretion, from providing any benefits to Brier in excess of
those presently available to other executive officers of Kleinert's.

         5. Reimbursement of Expenses. Kleinert's will reimburse Brier for all
reasonable expenses incurred by Brier in

                                      - 3 -

<PAGE>



connection with the performance of Brier's duties hereunder and, retroactively
to July 1, 1994, will provide Brier with a monthly automobile lease allowance of
at least Eleven Hundred Dollars ($1,100) and will reimburse Brier for all costs
associated with the operation and maintenance of such automobile selected by
Brier. In addition, Kleinert's shall pay for or reimburse Brier for legal and
accounting fees for tax and estate planning not to exceed $20,000 during the
term of this Agreement.

         6. Loan. At anytime during the term of this Agreement, Brier shall have
the right to borrow from the Company up to $500,000 to be repaid by the end of
the term of this Agreement. The Company shall charge interest to Brier at the
same rate the Company pays on its line of credit borrowing.

         7. Authority to Bind Kleinert's. Brier shall be permitted and
authorized to make any disbursements or purchases, to enter into agreements, to
incur any liabilities on behalf of Kleinert's or to otherwise obligate
Kleinert's in a manner consistent with his duties, subject to further direction
of the Board of Directors.

         8. Disability. If Brier becomes unable to perform his duties hereunder
due to partial or total disability or incapacity resulting from a mental or
physical illness, injury or any other cause, Kleinert's nonetheless will
continue the payment of Brier's base salary for the balance of the term of this
Agreement and any bonuses to which Brier shall be entitled hereunder.
Additionally, Brier shall be entitled to such other benefits to which he may be

                                      - 4 -

<PAGE>



entitled hereunder during the continuance of such disability or
incapacity.

         9. Death. If Brier dies, Kleinert's shall continue to pay to Brier's
estate all payments of base salary hereunder until the end of the fiscal year
following the fiscal year in which Brier's death shall occur, together with the
bonus to which Brier otherwise would be entitled for such fiscal years.
Thereafter, Kleinert's shall have no further obligations or liabilities
hereunder to Brier's estate or legal representative or otherwise.

         10. Discharge for Cause. Kleinert's may discharge Brier at any time for
commission of a felony if related to Brier's employment, willful violation of
any express direction of the Board of Directors, intoxication or drug addiction
directly affecting Brier's performance of his duties hereunder or material
misrepresentation made in this Agreement, in which event Kleinert's shall have
no further obligations or liabilities hereunder after the date of such
discharge.

         11. Kleinert's Property. All advertising, sales, manufacturers' and
other materials or articles or information, including without limitation data
processing reports, customer sales analyses, invoices, price lists or
information, samples, or any other materials or data of any kind furnished to
Brier by Kleinert's or developed by Brier on behalf of Kleinert's or at
Kleinert's direction or for Kleinert's use or otherwise in connection with
Brier's employment hereunder, are and shall remain the sole and confidential
property of Kleinert's; if Kleinert's

                                      - 5 -

<PAGE>



requests the return of such materials at any time during or at or after the
termination of Brier's employment, Brier shall immediately deliver the same to
Kleinert's.

         12. Noncompetition. Trade Secrets. Etc.

             (a) During the term of this Agreement and for a period of two (2)
years after the termination of his employment with Kleinert's for any reason
whatsoever, Brier shall not engage in (as a principal, partner, director,
officer, agent, employee, consultant or otherwise) or be financially interested
in any business which is engaged in a business which is directly competitive
with the business then engaged in by Kleinert's. However, nothing contained in
this Paragraph 11 shall prevent Brier from owning any number of shares of Scott
Mills, Inc. or from holding for investment no more than five percent (5%) of any
class of equity securities of a company (other than Kleinert's) whose securities
are traded on a national securities exchange and which is engaged in a business
which is directly competitive with the business then engaged in by Kleinert's.

             (b) During the term of this Agreement and at all times thereafter,
Brier shall not use for his personal benefit, or disclose, communicate or
divulge to, or use for the direct or indirect benefit of any person, firm,
association or Kleinert's other than Kleinert's, any material referred to in
Paragraph 10 above or any information regarding the business methods, business
policies, procedures, techniques, research or development projects or results,
trade secrets, or other knowledge or processes of or

                                      - 6 -

<PAGE>



developed by the Kleinert's or any names and addresses of customers or clients
or any data on or relating to past, present or prospective customers or clients
or any other confidential information relating to or dealing with the business
operations or activities of Kleinert's, made known to Brier or learned or
acquired by Brier while in the employ of Kleinert's.

             (c) Any and all writings, improvements, processes, procedures
and/or techniques which Brier may make, conceive, discover or develop, either
solely or jointly with any other person or persons, at any time during the term
of this Agreement, whether during working hours or at any other time and whether
at the request or upon the suggestion of Kleinert's or otherwise, which relate
to or are useful in connection with any business now or hereafter carried on or
contemplated by Kleinert's, including developments or expansions of its present
fields of operations, shall be the sole and exclusive property of Kleinert's.
Brier shall make full disclosure to Kleinert's of all such writings,
improvements, processes, procedures and techniques, and shall do everything
necessary or desirable to vest the absolute title thereto in Kleinert's.

             (d) Brier acknowledges that the restrictions contained in the
foregoing subparagraphs (a), (b) and (c), in view of the nature of the business
in which Kleinert's is engaged, are reasonable and necessary in order to protect
the legitimate interests of Kleinert's, and that any violation thereof would
result in irreparable injuries to Kleinert's, and Brier therefore

                                      - 7 -

<PAGE>



acknowledges that, in the event of his violation of any of these restrictions,
Kleinert's shall be entitled to obtain from any court of competent jurisdiction
preliminary and permanent injunctive relief as well as damages and an equitable
accounting of all earnings, profits and other benefits arising from such
violation, which rights shall be cumulative and in addition to any other rights
or remedies to which Kleinert's may be entitled.

             (e) If the period of time or the area specified in subparagraph
(a) above should be adjudged unreasonable in any proceeding, then the period of
time shall be reduced by such number of months or the area shall be reduced by
the elimination of such portion thereof or both so that such restrictions may be
enforced in such area and for such time as is adjudged to be reasonable. If
Brier violates any of the restrictions contained in the foregoing subparagraph
(a), the restrictive period shall not run in favor of Brier from the time of the
commencement of any such violation until such time as such violation shall be
cured by Brier to the satisfaction of Kleinert's.

         13. Prior Agreements. Brier represents to Kleinert's (a) that there are
no restrictions, agreements or understandings whatsoever to which Brier is a
party which would prevent or make unlawful his execution of this Agreement or
his employment hereunder, (b) that his execution of this Agreement and his
employment hereunder shall not constitute a breach of any contract, agreement or
understanding, oral or written, to which he is a party or by which he is bound
and (c) that he is free and able to execute

                                      - 8 -

<PAGE>



this Agreement and to enter into employment by Kleinert's.

         14. Miscellaneous.

             (a) Indulgences, Etc. Neither the failure nor any delay on the part
of either party to exercise any right, remedy, power or privilege under this
Agreement shall operate as a waiver thereof, nor shall any single or partial
exercise of any right, remedy, power or privilege preclude any other or further
exercise of the same or of any other right, remedy, power or privilege, nor
shall any waiver of any right, remedy, power or privilege with respect to any
occurrence be construed as a waiver of such right, remedy, power or privilege
with respect to any other occurrence.

             (b) Controlling Law. This Agreement and all questions relating to
its validity, interpretation, performance and enforcement shall be governed by
and construed in accordance with the laws of the Commonwealth of Pennsylvania,
notwithstanding any conflict-of-laws doctrines to the contrary.

             (c) Notices. All notices, requests, demands and other
communications required or permitted under this Agreement shall be in writing
and shall be deemed to have been duly given, made and received only when
delivered (personally, by courier service such as Federal Express, or by other
messenger) or when deposited in the United States mails, registered or certified
mail, postage prepaid, return receipt requested, addressed as set forth below:



                                      - 9 -

<PAGE>



                (i)  If to Kleinert's:

                     Kleinert's Inc.
                     120 West Germantown Pike
                     Suite 100
                     Plymouth Meeting, PA 19462
                     Attention: Chief Financial Officer

                     with a copy, given in the manner
                     prescribed above, to:

                     E. Gerald Riesenbach, Esquire
                     Cozen and O'Connor
                     The Atrium
                     1900 Market Street
                     Philadelphia, PA 19103

                In addition, notice by mail shall be by air mail if posted
outside of the continental United States.

                Any party may alter the address to which communications or
copies are to be sent by giving notice of such change of address in conformity
with the provisions of this paragraph for the giving of notice.
       
             (d) Binding Nature of Agreement. This Agreement shall be binding
upon and inure to the benefit of Kleinert's and its successors and assigns and
shall be binding upon Brier, his heirs and legal representatives.

             (e) Execution in Counterparts. This Agreement may be executed in
any number of counterparts, each of which shall be deemed to be an original as
against any party whose signature appears thereon, and all of which shall
together constitute one and the same instrument. This Agreement shall become
binding when one or more counterparts hereof, individually or taken together,
shall bear the signatures of all of the parties reflected hereon as the
signatories.

                                     - 10 -

<PAGE>



             (f) Provisions Separable. The provisions of this Agreement are
independent of and separable from each other, and no provision shall be affected
or rendered invalid or unenforceable by virtue of the fact that for any reason
any other or others of them may be invalid or unenforceable in whole or in part.

             (g) Entire Agreement. This Agreement contains the entire
understanding among the parties hereto with respect to the subject matter
hereof, and supersedes all prior and contemporaneous agreements and
understandings, inducements or conditions, express or implied, oral or written,
except as herein contained. The express terms hereof control and supersede any
course of performance and/or usage of the trade inconsistent with any of the
terms hereof. This Agreement may not be modified or amended other than by an
agreement in writing

             (h) Paragraph Headings. The paragraph headings in this Agreement
are for convenience only; they form no part of this Agreement and shall not
affect its interpretation.

             (i) Gender, Etc. Words used herein, regardless of the number and
gender specifically used, shall be deemed and construed to include any other
number, singular or plural, and any other gender, masculine, feminine or neuter,
as the context indicates is appropriate.

             (j) Number of Days. In computing the number of days for purposes of
this Agreement, all days shall be counted, including Saturdays, Sundays and
holidays; provided, however, that if the final day of any time period falls on a
Saturday, Sunday or

                                     - 11 -

<PAGE>


holiday on which federal banks are or may elect to be closed, then the final day
shall be deemed to be the next day which is not a Saturday, Sunday or such
holiday.

         IN WITNESS WHEREOF, the parties have executed and delivered this
Agreement as of the date first above written.

                                            KLEINERT'S, INC.



                                            By:  ______________________________
                                                     Executive Vice President


                                            Attest:____________________________

                                                     /s/  JACK BRIER
                                            ______________________________(SEAL)

                                                          Jack Brier







                                     - 12 -

<PAGE>