Exhibit 10.3

                  EMPLOYMENT AGREEMENT


                  EMPLOYMENT AGREEMENT, dated as of July 22, 2005, by and
between Iconix Brand Group, Inc., a Delaware corporation (the "Company"), and
Andrew Tarshis (the "Executive").

                               W I T N E S S E T H

                  WHEREAS, on the date hereof, the Company acquired
substantially all of the assets of Joe Boxer Company, LLC and certain of its
affiliates and desires to operate such business as the Joe Boxer division (the
"Division") of the Company; and

                  WHEREAS, the Executive possesses unique personal knowledge,
experience and expertise concerning the business and operations to be conducted
by the Company in the Division; and

                  WHEREAS, the Company desires to employ the Executive as (i)
Senior Vice President, Business Affairs and General Counsel of the Division and
(ii) Senior Vice President, Business Affairs and Associate Counsel of the
Company, and the Executive desires to be so employed by the Company, upon the
terms and subject to the conditions set forth in this Agreement

                  NOW, THEREFORE, in consideration of the mutual covenants and
agreements hereinafter set forth, and for other good and valuable consideration,
the receipt and sufficiency of which is hereby acknowledged, the Company and
Executive hereby agree as follows:

1.                Engagement of Executive; Duties. During the Term (as
                  hereinafter defined), the Executive shall have the titles of
                  (i) the Senior Vice President, Business Affairs and General
                  Counsel of the Division and (ii) the Senior Vice President,
                  Business Affairs and Associate Counsel of the Company, and
                  shall have such duties as may be from time to time delegated
                  to him by the Chief Executive Officer of the Division or the
                  Company. The Executive shall faithfully and diligently
                  discharge his duties hereunder and use his best efforts to
                  implement the policies established by the Company.

2.                Time. The Executive shall devote substantially all of his
                  professional time to the business affairs of the Division and
                  the Company.

3.                Term. The Executive's engagement shall commence effective July
                  22, 2005 and shall continue for two (2) years (the "Term")
                  unless otherwise terminated as provided herein. The Company
                  may terminate the Agreement for cause in the event that
                  Executive is convicted of a crime of moral turpitude or
                  dishonesty which conviction may reasonably be expected to have
                  an adverse impact on the Company, or for the willful and
                  continued refusal of Executive to follow the directives of the
                  Chief Executive Officer of the Company (provided that the
                  Company shall have provided Executive with written notice of
                  such willful and continued refusal and Executive has been
                  afforded a reasonable opportunity of at least thirty days to
                  cure the same). Executive may terminate this Agreement in the
                  event his title, reporting relationship or job
                  responsibilities are materially or adversely affected or in
                  the event that Executive is re-located to an office outside
                  the greater New York metropolitan area (which metropolitan
                  area shall not be deemed to include New Jersey). In the event
                  the Company elects to terminate this Agreement for any reason
                  other than for cause as specified herein or Executive
                  terminates for the reasons specified herein, Executive shall
                  be entitled to receive the greater of (i) his current salary



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                  through the remainder of the Term, or (ii) 25% of his then
                  base salary. In the event that the Company shall fail to renew
                  this Agreement at the end of the Term upon terms no less
                  favorable to Executive as of the end of the Term, Executive
                  shall be entitled to receive, at the expiration of the Term, a
                  payment in an amount equal to 25% of his then base salary.

4.                Compensation.

(a)               Base Salary. Executive's base salary for the first year of the
                  Term will be at a rate of not less than $225,000 per annum and
                  Executive's base salary for the second year of the Term will
                  be at a rate of not less than $240,000 per annum, in each
                  case, paid in accordance with the Company's payroll practices
                  and policies then in effect.

(b)               Bonus. Executive shall be entitled to participate in the
                  Company's executive bonus program then in effect. Executive
                  shall be eligible for an annual bonus of up to 100% of
                  Executive's salary, to be superceded by the maximum amount
                  available under the Company's executive bonus program and any
                  other bonus program generally applicable to senior executives
                  of the Company.

(c)               Options. Executive shall be granted options on the date hereof
                  to purchase 110,000 shares of the Company's common stock with
                  an exercise price equal to the closing sales price of the
                  Company's common stock on the date of grant (the "Options").
                  50% of the Options shall vest on the date of grant and 50%
                  shall vest on December 31, 2005, provided that the Executive
                  is still employed by the Company on such date.

(d)               Fringe Benefits. Executive shall receive the fringe benefits
                  given to other executive officers of the Company including,
                  but not limited to, major medical, dental, life insurance,
                  pension including any 401 (K) or other profit sharing plan.
                  Executive shall also be added as an insured under the
                  Company's officers and directors insurance and all other
                  polices which pertain to officers of the Company. The Company
                  shall pay for all expenses related to COBRA until such time as
                  Executive is fully covered under Company's plans. The Company
                  shall pay Executive a car allowance of $1,500 per month during
                  the Term of this Agreement.

(e)               Reimbursement of Expenses. The Company shall pay to Executive
                  the reasonable expenses incurred by him in the performance of
                  his duties hereunder, including, without limitation, expenses
                  related to cell phones, blackberrys and laptop computers and
                  such other expenses incurred in connection with business
                  related travel or entertainment in accordance with the
                  Company's policy, or, if such expenses are paid directly by
                  the Executive, the Company shall promptly reimburse the
                  Executive for such payments, provided that the Executive (i)
                  properly accounts for such expenses in accordance with the
                  Company's policy and (ii) has received prior approval by the
                  Chief Executive Officer of the Company for major expenses.

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(f)               Vacation. Executive shall be entitled to four weeks of paid
                  vacation per year. The Executive shall use his vacation in the
                  calendar year in which it is accrued.

5.                Confidentiality. Executive shall not divulge to anyone, either
                  during or at any time after the Term, any information
                  constituting a trade secret or other confidential information
                  acquired by it concerning the Company, any subsidiary or other
                  affiliate of the Company, except in the performance of his
                  duties hereunder, including but not limited to its licensees,
                  revenues, business systems and processes ("Confidential
                  Information"). Executive acknowledges that any Confidential
                  Information is of great value to the Company, and upon the
                  termination of its engagement Executive shall redeliver to the
                  Company all Confidential Information and other related data in
                  his possession.

6.                Change of Control. In the event that there comes a time during
                  the Term hereof that (x) Neil Cole is not either (i) employed
                  as an executive officer of the Company, or (ii) a member of
                  the Company's Board of Directors, or (y) a sale or merger of
                  the Division or the Company with a non-affiliate shall occur
                  and within 12 months of such event, Executive's employment
                  with the Company is terminated by the Company without cause or
                  Executive terminates this Agreement for the reasons specified
                  in paragraph 3 hereof, Executive shall be entitled to receive,
                  in addition to any other amounts otherwise payable hereunder,
                  an amount equal to his current compensation through the
                  remainder of the Term, but no less than one times Executive's
                  annualized compensation at the time of termination.

7.                Miscellaneous.

(a)  This Agreement  shall be deemed to be a contract made under the laws of the
     State of New York and for all purposes  shall be  construed  in  accordance
     with those  laws.  The  Company and  Executive  unconditionally  consent to
     submit to the exclusive  jurisdiction  of the New York State Supreme Court,
     County  of New  York or the  United  States  District  Court  for  Southern
     District of New York for any actions,  suits or proceedings  arising out of
     or relating to this Agreement and the transactions contemplated hereby (and
     agree not to  commence  any action,  suit or  proceeding  relating  thereto
     except in such  courts),  and further  agree that  service of any  process,
     summons,  notice or  document by  registered  mail to the address set forth
     below  shall be  effective  service  of  process  for any  action,  suit or
     proceeding  brought  against the Company or the Executive,  as the case may
     be, in any such court.

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(b)               If not terminated in accordance with its terms, this Agreement
                  shall be binding upon, and inure to the benefit of, the
                  Parties, their heirs, legal representatives, successors and
                  permitted assigns.

(c)               The invalidity or unenforceability of any provision hereof
                  shall not in any way affect the validity or enforceability of
                  any other provision. This Agreement reflects the entire
                  understanding between the Parties.

(d)               This Agreement supersedes any and all other agreements, either
                  oral or in writing, between the parties hereto with respect to
                  the employment of the Executive by the Company and contains
                  all of the covenants and agreements between the parties with
                  respect to such employment in any manner whatsoever. Any
                  modification or termination of this Agreement will be
                  effective only if it is in writing signed by the party to be
                  charged.

(e)               This Agreement may be executed by the parties in one or more
                  counterparts, each of which shall be deemed to be an original
                  but all of which taken together shall constitute one and the
                  same agreement, and shall become effective when one or more
                  counterparts has been signed by each of the parties hereto and
                  delivered to each of the other parties hereto.

8.                Notices. All notices relating to this Agreement shall be in
                  writing and shall be either personally delivered, sent by
                  telecopy (receipt confirmed) or mailed by certified mail,
                  return receipt requested, to be delivered at such address as
                  is indicated below, or at such other address or to the
                  attention of such other person as the recipient has specified
                  by prior written notice to the sending party. Notice shall be
                  effective when so personally delivered, one business day after
                  being sent by telecopy or five days after being mailed.

         To the Company:

                           Iconix Brand Group, Inc.
                           215 West 40th Street, 6th Floor
                           New York, New York 10008
                           Attention: Neil Cole, Chief Executive Officer

         With a copy in the same manner to:

                           Blank Rome LLP
                           405 Lexington Avenue
                           New York, New York 10174
                           Attention: Robert J. Mittman, Esq.

         To the Executive:

                           Andrew Tarshis
                           185 Pinewood Road
                           Stamford, Connecticut 06903

         With a copy in the same manner to:

                           Mayer, Brown, Rowe & Maw, LLP
                           1675 Broadway
                           New York, NY  10019
                           Attn:  Nazim Zilkha, Esq.



                            -SIGNATURE PAGE FOLLOWS-

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                  IN WITNESS WHEREOF, the parties hereto have executed this
agreement as of the 22nd day of July, 2005.

Iconix Brand Group, Inc.                                 Executive


By:   /s/Neil Cole                                       /s/Andrew Tarshis
      ----------------------------                       ----------------------
      Neil Cole                                          Andrew Tarshis
      Chief Executive Officer