EXHIBIT 10.3

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

This Amended and Restated Employment Agreement (the "Agreement"), dated as of February 18, 2008, is entered into by and between FGX
International Inc., a Delaware corporation with a mailing address of 500 George Washington Highway, Smithfield, Rhode Island 02917 (the "Company"), and John H.
Flynn, Jr., an individual with a residence address of 52 Second Street, Newport, Rhode Island 02840 ("Executive").

INTRODUCTION

The Company, AAi.FosterGrant Inc., a Rhode Island corporation that was merged into the Company, and Executive are parties to a certain Amended and Restated
Employment Agreement dated April 10, 2006 (the "Original Agreement"). The Company and Executive desire to amend and restate the Original Agreement to modify certain of the terms and conditions
set forth therein.

AGREEMENT

In consideration of the premises and mutual promises herein below set forth, the parties hereby agree as follows:

1.Employment Period.The term of Executive's Employment by the Company pursuant to this Agreement (the
"Employment Period") shall commence on the date hereof (the "Effective Date") and shall continue until terminated as provided herein. For purposes of this Agreement, "Termination Date" means the date
on which the Employment Period ends.

2.Employment; Duties.Subject to the terms and conditions set forth herein, Executive shall serve as President
of the Company and of FGX International Holdings Limited, a British Virgin Islands
corporation and the indirect parent of the Company ("FGX Holdings"), (FGX Holdings, together with the direct and indirect subsidiaries of FGX Holdings, the "FGX Group") during the Employment Period.
The duties assigned and authority granted to Executive shall be as set forth in the By-laws of the Company and as determined by the Chief Executive Officer from time to time. Executive
agrees to perform his duties for the FGX Group diligently, competently, and in a good faith manner. Executive may also engage in civic and charitable activities to the extent they are not inconsistent
with Executive's duties hereunder.

3.Salary and Bonus.



4.Other Benefits.



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5.Termination by the Company With Cause.Upon prior written notice to Executive, the Company may terminate
Executive's employment if any of the following events shall occur (any of the following events shall constitute "Cause" for all purposes hereof):



6.Termination by Executive; Termination by the Company Without Cause.



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7.Death or Disability.In the event of Executive's death or disability, the Employment Period will
automatically terminate effective as of the date of such death or disability. As used in this Agreement, the term "disability" shall mean inability on the part of Executive for a period of more than
six (6) months in the aggregate during any twelve (12) consecutive month period to perform the services contemplated under this Agreement. A determination of disability shall be made by
a physician satisfactory to both Executive and the Company, provided that if Executive and the Company do not agree on a physician, Executive and the Company shall each select a physician and these
two physicians
together shall select a third physician, whose determination as to disability shall be binding on all parties.

8.Change in Control.



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9.Non-Competition.During the Employment Period and after termination of Executive's employment
hereunder, whether or not such termination is without Cause or for Good Reason, Executive shall not be involved in the Restricted Business Activities, as defined below, for the period ending two
(2) years after the date of termination of Executive's employment (the "Non-compete Period") provided that the Company has not otherwise breached its obligations under the
Agreement. As used in this Agreement, the term "Restricted Business Activities" shall mean any business which markets and sells to customers of a class or category to which the FGX Group markets and
sells at the time Executive's employment terminated products or services marketed and sold by the FGX Group at such time or products or services which at such time the FGX Group was actively
considering marketing and selling to such customers. During the Non-compete Period, Executive shall not, without the written approval of the Company, directly or indirectly, either as an
individual, partner, joint venturer, employee or agent for any person, company, corporation or association, or as an officer, director or stockholder of a corporation or otherwise, enter into or
engage in or have a proprietary interest in the Restricted Business Activities other than the ownership of (a) the stock of the Company then held by Executive, and (b) no more than five
percent (5%) of the securities of any other publicly-held company.

Executive
recognizes and agrees that because a violation by him of his obligations under this Section 9 will cause irreparable harm to the FGX Group that would be difficult to
quantify and for which money damages would be inadequate, any party included in the definition of the FGX Group shall have the right to injunctive relief to prevent or restrain any such violation,
without the necessity of posting a bond. The Non-compete Period will be extended by the duration of any violation by Executive of any of his obligations under this Section 9.

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Executive
expressly agrees that the character, duration and scope of his obligations under this Section 9 are reasonable in light of the circumstances as they exist at the date
upon which this Agreement has been executed. However, should a determination nonetheless be made by a court of competent jurisdiction at a later date that the character, duration or geographical scope
of such obligations is unreasonable in light of the circumstances as they then exist, then it is the intention of both Executive and the Company that Executive's obligations under this
Section 9 shall be construed by the court in such a manner as to impose only those restrictions on the conduct of Executive which are reasonable in light of the circumstances as they then exist
and necessary to assure the Company of the intended benefit of Executive's obligations under this Section 9.

10.Confidentiality Covenants.



11.Section 409A.To the extent that the Executive otherwise would be entitled to any payment (whether
pursuant to this Agreement or otherwise) during the six (6) months beginning on the Termination Date that would be subject to the additional tax imposed under Section 409A of the Code
("Section 409A"), (x) the payment shall not be made to the Executive during such six (6) month period and (y) the payment, together with interest at the applicable federal
rate provided for in Section 7872(f)(2) of the Code shall be paid to the Executive on the earlier of the six-month anniversary of the Termination Date or the Executive's death or
disability. Similarly, to the extent that the Executive otherwise would be entitled to any benefit (other than a payment) during the six months beginning on the Termination Date that would be subject
to the Section 409A additional tax, the benefit shall be delayed and shall begin being provided (together, if applicable, with an adjustment to compensate the Executive for the delay) on the
earlier of the six-month anniversary of the Termination Date, or the Executive's death or disability.

12.Governing Law/Jurisdiction.This Agreement shall be governed by and interpreted and governed in accordance
with the laws of the State of Rhode Island. The parties agree that this Agreement was made and entered into in Rhode Island and each party hereby consents to the jurisdiction of a competent court in
Rhode Island to hear any dispute arising out of this Agreement.

13.Entire Agreement.This Agreement constitutes the entire agreement between the parties hereto with respect to
the subject matter hereof and thereof and supersedes and cancels any and all previous agreements, written and oral, regarding the subject matter hereof between the parties hereto, including but not
limited to the Original Agreement. The Executive hereby acknowledges that any compensation
or benefits the Executive otherwise may have been entitled to under the Original Agreement are hereby waived. Company hereby acknowledges that any of its rights or obligations of the Executive under
the Original Agreement are hereby waived. This Agreement shall not be changed, altered, modified or amended, except by a written agreement signed by both parties hereto.

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14.Notices.All notices, requests, demands and other communications required or permitted to be given or made
under this Agreement shall be in writing and shall be deemed to have been given if delivered by hand, sent by generally recognized overnight courier service, telex or telecopy, or certified mail,
return receipt requested.



Any
such notice or other communication will be considered to have been given (i) on the date of delivery in person, (ii) on the third day after mailing by certified mail,
provided that receipt of delivery is confirmed in writing, (iii) on the first business day following delivery to a commercial overnight courier or (iv) on the date of facsimile
transmission (telecopy) provided that the giver of the notice obtains telephone confirmation of receipt.

Either
party may, by notice given to the other party in accordance with this Section, designate another address or person for receipt of notices hereunder.

15.Severability.If any term or provision of this Agreement, or the application thereof to any person or under
any circumstance, shall to any extent be invalid or unenforceable, the remainder of this Agreement, or the application of such terms to the persons or under circumstances other than those as to which
it is invalid or unenforceable, shall be considered severable and shall not be affected thereby, and each term of this Agreement shall be valid and enforceable to the fullest extent permitted by law.
The invalid or unenforceable provisions shall, to the extent permitted by law, be deemed amended and given such interpretation as to achieve the economic intent of this Agreement.

16.Waiver.The failure of any party to insist in any one instance or more upon strict performance of any of the
terms and conditions hereof, or to exercise any right or privilege herein conferred, shall not be construed as a waiver of such terms, conditions, rights or privileges, but same shall continue to
remain in full force and effect. Any waiver by any party of any violation of, breach of or default under any provision of this Agreement by the other party shall not be construed as, or constitute, a
continuing waiver of such provision, or waiver of any other violation of, breach of or default under any other provision of this Agreement.

17.Successors and Assigns.This Agreement shall be binding upon the Company and any successors and assigns of
the Company and shall inure to the benefit of Executive and his heirs, personal representations and assigns.

18.Indemnification.The Company shall indemnify Executive to the maximum extent permitted under applicable law
against all liabilities and expenses, including amounts paid in satisfaction of judgments, in compromise, or as fines and penalties, and counsel fees, reasonably incurred by him in connection with the
defense or disposition of any civil, criminal, administrative, or investigative action, suit or other proceeding, whether civil or criminal, in which he may be involved or with which he may be
threatened, while an officer or director of the Company or any of its subsidiaries or thereafter, by reason of his being or having been an officer or director of the Company or any of the Company's
subsidiaries. Expenses (including attorneys' fees) incurred by Executive in defending any such action, suit or other proceeding shall be paid by the Company in advance of the final disposition of such
action, suit or proceeding upon receipt of an undertaking by or on behalf of Executive to repay such amount if it shall be ultimately determined that he is not entitled to be indemnified by the
Company. The right of indemnification provided herein shall not be exclusive of or affect any other rights to which Executive may be entitled. The provisions hereof shall survive expiration or
termination of this Agreement for any reason whatsoever.

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19.Counterparts.This Agreement may be executed in counterparts and by facsimile, each of which shall be an
original with the same effect as if the signatures thereto and hereto were upon the same instrument.

20.Third Party Beneficiaries.Each of the parties hereto agree that each party of the FGX Group is and shall be
deemed an intended third party beneficiary of the Company's rights under Section 9 and 10 of this Agreement with full rights to enforce the provisions thereof as if a signatory thereto.

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

| |  | FGX INTERNATIONAL INC.                                              
| |  | --------------------------------------------------------------------
| |  | By:                                                                 
| |  | Name: Alec Taylor
Title: Chief Executive Officer                    
| |  | EXECUTIVE                                                           
| |  | By:                                                                 
| |  | Name: John H. Flynn, Jr.
Address: 52 Second Street
Newport, RI 02840

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