EXHIBIT 10.2

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

This Amended and Restated Employment Agreement (this "Agreement"), dated as of February 18, 2008, is entered into by and between FGX
International Inc., a Delaware corporation (the "Company"), and Steven Crellin, a resident of the State of Massachusetts (the "Employee").

RECITALS

The Company, Magnivision, Inc., a Delaware corporation that was indirectly merged into the Company, and the Employee are parties to a certain Amended and
Restated Employment Agreement dated as of September 1, 2005 (the "Original Agreement"). The Company and the Employee desire to amend and restate the Original Agreement to modify certain of the
terms and conditions set forth therein.

TERMS OF AGREEMENT

In consideration of the above recitals and the mutual covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereby agree as follows:

1.Employment.The Company hereby agrees to employ the Employee to serve in the capacities described herein, and
the Employee agrees to accept such employment and perform such services, upon the terms and subject to the conditions set forth in this Agreement.

2.Term.The Employee's employment by the Company under this Agreement shall commence on September 1,
2005 (the "Commencement Date") and expire on the close of business on August 31, 2008
(the "Expiration Date"). Thereafter, this Agreement shall automatically renew for successive one (1) year periods, unless either party provides written notice to the other party of its
intention to terminate this Agreement thirty (30) days prior to the expiration of the term (each a "Renewal Term" and together with the Initial Term, the "Term"). The Term shall be subject to
earlier termination in accordance with the terms and conditions of this Agreement. For purposes of this Agreement, "Termination Date" shall mean the date on which this Agreement is terminated in
accordance with the terms of this Agreement.

3.Duties and Responsibilities.During the Term, the Employee shall serve as an Executive Vice 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"). The Employee shall perform such duties and have such authority as may be assigned and delegated to him from time to time by the Chief Executive Officer
or President of FGX Holdings or the Board of Directors of FGX Holdings (the "Board"). The Employee shall at all times perform his duties and responsibilities honestly, diligently, in good faith and to
the best of his ability. The Employee shall observe and comply with all of the rules, regulations, policies and procedures established by the Company from time to time and all applicable laws, rules
and regulations imposed by governmental and regulatory authorities from time to time. The Employee's employment by the Company shall be full-time and exclusive and the Employee agrees that
he will devote his full business time, attention and energies to the performance of his obligations hereunder. Notwithstanding the foregoing, the Employee shall be permitted to engage in charitable
and civic activities and manage his personal passive investments, provided such personal passive investments are not in a company which engages in a business competitive with any business of the FGX
Group and provided that such activities do not individually or collectively interfere with the performance of his duties and responsibilities under this Agreement. The Employee shall be based in the
greater Providence, Rhode Island area, subject to such travel as may be necessary to fulfill his obligations under this Agreement.

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4.Compensation.As compensation for his services hereunder and in consideration of the covenants set forth in
Sections 10, 11, 12, 13, 14 and 15 below, the Company shall pay to the Employee the following compensation, subject to any withholding and other taxes as may be imposed by applicable federal,
state or local government authorities and other normal and usual employee deductions:



5.[Reserved.]

6.Fringe Benefits.The Employee shall be entitled to participate in all employee benefit plans and programs
(including, without limitation, profit sharing, medical, disability and life insurance plans and programs) that the Company establishes and makes generally available from time to time to its
employees, subject, however, to the applicable eligibility requirements and other provisions of such plans and programs (including, without limitation, requirements as to position, tenure, salary, age
and health). The Employee shall also be entitled to receive such fringe benefits and perquisites as may be generally provided by the Company from time to time to its employees, in accordance with the
policies of the Company in effect from time to time.

7.Paid Time Off.The Employee shall be entitled to twenty (20) days of paid time off annually in
accordance with the Company's paid time off policies in effect from time to time, to be taken at such time(s) as shall not, in the reasonable judgment of the President of the Company, interfere with
the Employee's fulfillment of his duties hereunder. The Employee shall be entitled to as many holidays, sick days and personal days as are generally provided by the Company from time to time to its
employees in accordance with the Company's policies as in effect from time to time.

8.Reimbursement of Expenses.The Company shall pay or reimburse the Employee for all reasonable travel,
entertainment and other expenses incurred by him in connection with the performance of his duties hereunder in accordance with the policies and procedures of the Company as in effect from time to time provided
that(a) such expenditure is of a nature deductible under Section 162 of the Internal Revenue Code (the "Code") on the Federal
income tax return of the Company as a business expense and not as deductible compensation to the Employee and (b) Employee provides the Company with such documentary evidence as may in the
opinion of the Company be required by the Code or any regulation promulgated thereunder for the substantiation of such expenditure as a deductible business expense of the Company and not as deductible
compensation to the Employee. The Employee agrees that, if at any time, any payment made to the Employee by the Company as a business expense reimbursement shall be disallowed as a deductible expense
to the Company by the appropriate taxing authorities, the Employee shall reimburse the Company to the full extent of such disallowance.

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9.Termination.Notwithstanding anything to the contrary contained in this Agreement, the parties hereto shall
have the right, in addition to any other rights and remedies which they may have, to terminate this Agreement and the Employee's employment hereunder as follows:



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10.Confidential Information.The Employee recognizes and acknowledges that he will have access to certain
Confidential Information (as defined below) and that such information constitutes valuable, special and unique property of FGX Group. The Employee acknowledges that the Confidential Information is and
shall remain the exclusive property of the FGX Group. The Employee agrees that he will not at any time (whether during the Term or at any time thereafter) disclose any Confidential Information to
anyone outside the FGX Group, or utilize any Confidential Information for his own benefit or the benefit of any third party without the prior written consent of the Company. The Employee further
agrees that all memoranda, disks, files, notes, records or other documents which contain Confidential Information, whether in electronic form or hard copy, and whether created by the Employee or
others, which come into his possession, shall be and remain the exclusive property of the FGX Group to be used by the Employee only in the performance of his obligations hereunder. The Employee agrees
that the foregoing restrictions shall apply whether or not such information is marked "Confidential," "Proprietary" or otherwise. For purposes hereof, "Confidential Information" shall mean and include
all information, whether written or oral, tangible or intangible, of a private, secret, proprietary or confidential nature, of or concerning the FGX Group or their business or operations, including
without limitation any trade-secrets or know-how, computer software programs in both source code and object code form, any technique, process or methodology, any sales, promotional or
marketing plans, programs, techniques, practices or strategies, any expansion plans (including existing and entry into new markets), any operational or management guidelines any cost, pricing or other
financial data or projections, the identity and background of any customer, employee, prospect, supplier or investor, and any other information that is to be treated as confidential because of any
duty of confidentiality owed by the FGX Group to a third party or any other information that any member of the FGX Group shall, in the ordinary course of business, possess or use and not release
externally without restriction on use or disclosure. Notwithstanding the foregoing, the term "Confidential Information" shall not include information which (a) was known by the Employee prior
to the commencement of his employment with the Company, (b) becomes available to the Employee from a source other than a member of the FGX Group or parties with whom any member of the FGX Group
does business that is not bound by a duty of confidentiality to any member of the FGX Group or such

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other
parties or (c) becomes generally available or known in the industry other than as a result of its disclosure by the Employee. In the event that the Employee becomes, on the advice of
counsel, legally obligated to disclose any Confidential Information other than to a member of the FGX Group, he will provide the Company with prompt written notice thereof so that the FGX Group may
seek a protective order or other appropriate remedy and the Employee will cooperate with and assist the FGX Group in securing such protective order or other remedy. In the event that such protective
order is not obtained, or that the FGX Group waives compliance with the provisions of this Section to permit a particular disclosure, the Employee will furnish only that portion of the Confidential
Information which he is, on the advice of counsel, legally required to disclose. The Employee agrees to execute such confidentiality agreements that the Board may adopt and/or modify from time to time
as a standard form to be executed by employees of the Company.

11.Return of Documents and Property.Upon the termination of the Employee's employment with the Company or at
any other time upon the request of the Company, the Employee (or his heirs or personal representatives) (a) shall deliver to the Company all memoranda, disks, flies, notes, records or other
documents which contain or are based upon Confidential Information and shall not retain any copies thereof in any format or storage medium (including computer disk or memory) and (b) purge from
any computer system in his possession other than those owned by and returned to the Company,
all computer files which contain or are based upon any Confidential Information and confirm such purging in writing to the Company.

12.Noncompetition.The Employee acknowledges that the members of the FGX Group engage in a competitive
business, the Employee's services and responsibilities are unique in character and are of particular significance to the members of the FGX Group, and the Employee's position with the Company will
place him in a position of confidence and trust with the customers, suppliers, employees of and investors in the FGX Group. The Employee consequently agrees that it is reasonable and necessary for the
protection of the members of the FGX Group and its goodwill and business that the Employee makes the commitments set forth herein. The Employee therefore agrees that during the Term and for a period
of eighteen (18) months thereafter (the "Noncompete Period"), he will not as an individual proprietor, partner, shareholder, officer, director, employee, consultant, independent contractor,
agent, joint venturer, investor or lender, directly or indirectly, engage anywhere in the United States in the business of providing services relating to the sale or distribution of jewelry,
sunglasses, reading glasses or any of their accessories or in any other business engaged in by any member of the FGX Group while the Employee was employed by the Company; provided,however, that the beneficial ownership by the Employee of less than five percent (5%) of the
shares of common stock of any other corporation having a class of equity securities actively traded on a national securities exchange or over-the-counter market shall not be
deemed, in and of itself, to violate the prohibitions of this Section 12. Notwithstanding the foregoing, for so long as a majority of the issued and outstanding capital stock of the Company is
owned directly or indirectly by Berggruen Holdings, Inc. or one or more of its affiliates or a representative of Berggruen Holdings, Inc. or one or more of its affiliates is on the Board
(or any entity owning a majority of the issued and outstanding shares of the Company, whether directly or indirectly) the Company shall have the right to extend the Noncompete Period for an additional
six (6) months for a total of twenty-four (24) months (the "Noncompete Extension") by delivering to Employee written notice of such decision prior to termination of the
original eighteen (18) month Noncompete Period.

13.Non-Solicitation of Employees.The Employee agrees that he will not during the Noncompete
Period, directly or indirectly, employ or permit any company or business directly or indirectly controlled by him to employ, any person who is, or at any time during the preceding twelve month period,
was an employee of any member of the FGX Group, or induce, persuade or seek to induce or persuade any such person to leave his employment with any member of the FGX Group.

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14.Non-Disparagement.The Employee agrees that at all times during and after the Term, the Employee
will not engage in any conduct that is injurious to the reputation or interests of any member of the FGX Group, including, but not limited to, making disparaging comments (or inducing or encouraging
others to make disparaging comments) about any member of the FGX Group, or any of their respective, directors, officers, employees or agents, or their respective operations, financial condition,
prospects, content, products or services.

15.Intellectual Property.



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16.Enforceability of Restrictive Covenants.The Employee hereby acknowledges that the restrictions on his
activity contained in Sections 10, 11, 12, 13, 14 and 15 are necessary for the reasonable protection of the members of the FGX Group and are a material inducement to the Company entering into
this Agreement and the Option Agreement. The Employee further acknowledges that a breach or threatened breach of any such provisions would cause irreparable harm to the members of the FGX Group for
which there is no adequate remedy at law. The Employee agrees that in the event of any breach or threatened breach of any provision contained in Section 10,

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11,
12, 13, 14 or 15 of this Agreement, the Company shall have the right, in addition to any other rights or remedies it may have, to seek injunctive relief without having to post bond or other
security and without having to prove special damages or the inadequacy of the available remedies at law. The parties acknowledge that (a) the time, scope, geographic area and other provisions
contained in Sections 10, 11, 12, 13, 14 and 15 are reasonable and necessary to protect the goodwill and business of the Company, (b) the customers of the Company may be serviced from
any location and accordingly it is reasonable that the covenants set forth herein are not limited by narrow geographic area and (c) the restrictions contained in Sections 10, 11, 12, 13,
14 and 15 will not prevent him from being employed or earning a livelihood. If any covenant contained in Section 10, 11, 12, 13, 14 or 15 is held to be unenforceable by reason of the time,
scope or geographic area covered thereby, such covenant shall be interpreted to extend to the maximum time, scope or geographic area for which it may be enforced as determined by a court making such
determination, and such covenant shall only apply in its reduced form to the operation of such covenant in the particular jurisdiction in which such adjudication is made. In the event that the Company
shall bring any action, suit or proceeding against the Employee for the enforcement of this Agreement, the calculation of the Noncompete Period shall not include the period of time commencing with the
filing of the action, suit or proceeding to enforce this Agreement through the date of the final judgment or final resolution (including all appeals, if any) of such action, suit or proceeding. The
existence of any claim or cause of action by the Employee against any member of the FGX Group predicated on this Agreement or otherwise shall not constitute a defense to the enforcement by the Company
of any provision of Section 10, 11, 12, 13, 14 or 15.

17.Section 409A.To the extent that the Employee otherwise would be entitled to any payment (whether
pursuant to this Agreement or otherwise) during the six months beginning on the Expiration 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 Employee during such six 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 Employee on the earlier of the six-month anniversary of the Expiration Date or the Employee's death or
Disability. Similarly, to the extent that the Employee otherwise would be entitled to any benefit (other than a payment) during the six months beginning on the Expiration 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 Employee for the delay) on the
earlier of the six-month anniversary of the Expiration Date, or the Employee's death or Disability.

18.Limited Arbitration.In the event that the Employee is terminated by the Company hereunder for Cause, the
Employee shall have the right to give notice to the Company of his decision to arbitrate whether or not such termination was for Cause or without Cause, provided that the Employee provides the Company
with written notice of his intent to arbitrate such dispute within thirty (30) days of the date of termination. Each party shall select one arbitrator, and the two arbitrators thereby selected
shall select a third arbitrator. The arbitration shall take place in Providence County, Rhode Island or such other place as the parties shall agree, under the then-current Commercial
Arbitration Rules of the American Arbitration Association. The decision of a majority of the three arbitrators will be final and binding on the parties to this Agreement. The arbitrators will only
have the authority to determine whether such termination was for Cause or without Cause, and will not have the authority to award any damages whatsoever. Following such decision, the parties agree
that all of the terms of this Agreement shall continue to govern the parties, including, without limitation, the restrictive covenants in Sections 10 through 15 and any severance payments or
benefits, if any, to be provided by the Company to the Employee.

19.Conflict.The Employee hereby represents and warrants to the Company that neither the execution or delivery
of this Agreement by him nor the performance by him of his duties hereunder shall constitute a default, breach or violation of any understanding, contract or commitment, written or

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oral,
express or implied, to which the Employee is a party or to which the Employee is or may be bound, including, without limitation, any understanding, contract or commitment with any present or
former employer. The Employee hereby agrees to indemnify and hold the Company harmless from and against any and all claims, losses, damages, liabilities, costs and expenses (including, without
limitation, attorneys fees and expenses) incurred by the Company in connection with any default, breach or violation by the Employee of any such understanding, contract or commitment.

20.Binding Effect.This Agreement shall be binding upon and inure to the benefit of the parties hereto and
their respective heirs, successors and assigns, except that the Employee may not assign any of his rights or delegate any of his duties hereunder without the prior written consent of the Company
(which may be granted or withheld in the Company's sole and absolute discretion).

21.Entire Agreement.This Agreement constitutes the entire understanding of the parties relating to the subject
matter hereof and supersedes and cancels any and all prior agreements, understandings, arrangements, promises and commitments, whether written or oral, express or implied, relating to the subject
matter hereof, including, without limitation, that certain Employment Agreement dated as of March 1, 1997 between American Greetings Corporation and the Employee, as assigned to
Magnivision, Inc. as of July 29, 2004 (the "Prior Agreement"), that certain Employment Agreement dated as of October 1, 2004 between Magnivision Inc. and the Employee (the
"2004 Agreement"), the Original Agreement and all such prior agreements, understandings, arrangements, promises and commitments, including, without limitation, the Prior Agreement, the 2004 Agreement
and the Original Agreement, are hereby canceled and terminated. The Employee hereby acknowledges that any compensation or benefits the Employee otherwise may have been entitled to under the Prior
Agreement, the 2004 Agreement and the Original Agreement are hereby waived. The Company hereby acknowledges that any rights of Magnivision or obligations of the Employee under the Prior Agreement, the
2004 Agreement and Original Agreement are hereby waived.

22.Amendment.This Agreement may not be amended, supplemented or modified in whole or in part except by an
instrument in writing signed by the party or parties against whom enforcement of such amendment, supplement or modification is sought.

23.Survival.The provisions of Sections 9 through 33 hereof shall survive the termination or expiration
of this Agreement.

24.Notices.Any notice, request or other document required or permitted to be given under this Agreement shall
be in writing and shall be deemed given (a) upon delivery, if delivered by hand, (b) three (3) days after the date of deposit in the mail, postage prepaid if mailed by U S.
certified or registered mail, or (c) on the next business day, if sent by prepaid overnight courier service, in each case, addressed as follows:



Any
party may change the address to which notice shall be sent by giving notice of such change of address to the other parties in the manner provided above.

25.Waivers.The failure or delay of any party to enforce any provision of this Agreement shall in no way affect
the right of such party to enforce the same or any other provision of this Agreement.

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The
waiver by any party of any breach of any provision of this Agreement shall not be construed as a waiver by such party of any succeeding breach of such provision or a waiver by such party of a
breach of any other provision. The granting of any consent or approval by any party in any one instance shall not be construed to waive or limit the need for such consent or approval in any other or
subsequent instance.

26.Governing Law and Jurisdiction.This Agreement shall be construed in accordance with and governed by the
laws of the State of Rhode Island applicable to contracts executed and to be wholly performed within such State (without regard to the choice of law provisions thereof). Each party hereby irrevocably
and unconditionally consents and submits to the exclusive jurisdiction of the courts of the State of Rhode Island sitting in Providence County, Rhode Island and of the United States District Court for
the District of Rhode Island for any actions, suits or proceedings arising out of or relating to this Agreement and the transactions contemplated hereby and each party agrees not to commence any
action, suit or proceeding relating thereto except in such courts (except as set forth in Section 18 above). Each party further agrees that any service of process, summons, notice or document
sent by U.S. registered mail to its address set forth herein shall be effective service of process for any action, suit or proceeding brought against it in any such court. Each party irrevocably and
unconditionally waives any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement or the transactions contemplated hereby in such courts, and irrevocably and
unconditionally waives and agrees not to plead or claim in any such court that any action, suit or proceeding brought in any such court has been brought in an inconvenient forum.

27.Severability.If any term or provision of this Agreement shall be determined by a court of competent
jurisdiction to be illegal, invalid or unenforceable for any reason, the remaining provisions of this Agreement shall remain enforceable and the invalid, illegal or unenforceable provisions shall be
modified so as to be valid and enforceable and shall be enforced.

28.Assignment.The rights and obligations of the parties under this Agreement shall inure to the benefit of and
shall be binding upon the successors and permitted assigns of the parties. Notwithstanding anything contained herein to the contrary, the Company shall have the right to assign this Agreement to any
member of the FGX Group or any third party who acquires the Company or substantially all of the assets of the Company. Except as otherwise set forth in this Agreement, neither party may assign his or
its rights or obligations under this Agreement without the prior written consent of the other party.

29.Third Party Beneficiaries.Each of the parties hereto agree that each member of the FGX Group is and shall
be deemed an intended third party beneficiary of the Company's rights under Sections 10 through 16 of this Agreement with full rights to enforce the provisions thereof as if a signatory hereto.

30.Section Headings.Section headings are included in this Agreement for convenience of reference only, and
shall in no way affect the meaning or interpretation of this Agreement.

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

32.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, if the final day of any time period falls
on a Saturday, Sunday or holiday on which federal banks in the United States are or may elect to be closed, then the final day should be deemed the next day which is not a Saturday, Sunday or such
holiday.

33.Attorneys' Fees.In any action brought to enforce any provision of this Agreement, the prevailing party
shall be entitled to recover reasonable attorneys' fees and costs from the other party to

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the
action or proceeding. For purposes of this Agreement, the "prevailing party" shall be deemed to be that party who obtains substantially the result sought, whether by settlement, mediation,
judgment, arbitration or otherwise, and "attorneys' fees" shall include, without limitation, the actual attorneys' fees incurred in retaining counsel for advice, negotiations, suit, or other legal
proceeding, including mediation and arbitration.

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IN WITNESS WHEREOFthe parties have executed this Agreement as of the day and year first written above.

| |  | FGX INTERNATIONAL INC.
| |  | ----------------------
| |  | By:                   
| |  | EMPLOYEE              
| |  | By:                   

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EXHIBIT B

PRIOR INVENTIONS

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EXECUTIVE EMPLOYEE BENEFITS



These
Executive Employee Benefits may be modified or changed by the Company from time to time at the discretion of the Board.

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