Exhibit 10.4  AMENDMENT NO. 2 TO THE EMPLOYMENT AGREEMENT  This
Amendment No. 2 to the Employment Agreement is made as of November 6,
2009 by and among FGX International Inc., a Delaware corporation (the Company),
and Anthony Di Paola, a resident of the State of Rhode Island (the Executive).  WHEREAS,
the Company and the Executive are parties to a certain Employment Agreement
dated as of July 23, 2007, as amended as of December 5, 2008 (the Agreement);  WHEREAS,
pursuant to and in accordance with Section 13 of the Agreement, the
Company and the Executive desire to amend the Agreement.  NOW,
THEREFORE, in consideration of the foregoing promises and agreements contained
herein, and for good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the Company and the Executive agree as follows:  1.             Section 6.c.i.
is amended in its entirety to read as follows:  i.  If the Company terminates
Executives employment without Cause, or if Executive terminates his employment
pursuant to Section 6(b) hereof, then, subject to Section 8,
commencing on the date of termination of employment, the Company shall provide
Executive with a severance package which shall consist of the following:  for a period equal to eighteen (18) months
after the date of termination (x) payment on the first business day of
each month of an amount equal to one-twelfth of Executives then current Salary
under Section 3(a) hereof; (y) payment on the first business day
of each month of an amount equal to one-twelfth of Executives Annual Target
Bonus Amount (as defined in Section 3(b) above) for the year of
termination; and (z) continuation of all benefits under Section 4(a) hereof
at the same cost to Executive as is applicable to active employees of the
Company; provided, however, that benefits under Section 4(a) shall be
discontinued as of the date on which Executive is provided comparable benefits
from any other source.  Notwithstanding
anything herein to the contrary, each severance payment shall be deemed to be a
separate payment within the meaning of Section 409A of the Code and the
regulations thereunder.  2.             The
first 3 sentences of Section 8(a) of the Agreement are amended in
their entirety to read as follows:  If
Executives employment is terminated by the Company without Cause or by
Executive for Good Reason within six (6) months before and in anticipation
of, or twelve (12) months after, a Change in Control (as defined in Paragraph (b) of
this Section 8), Executive shall be entitled to receive a supplemental
bonus payment (the Change in Control Payment)
from the Company equal to one and one-half (1.5) times the sum of (x) Executives
then  1


current Base Salary and (y) Executives Annual Target Bonus Amount
(as defined in Section 3(b) above) for the year in which Executives
employment is terminated or, if greater, for the year in which the Change in
Control occurs.  The Change in Control
Payment shall be paid to Executive within fifteen (15) days after: (i) the
Change in Control if Executives employment was terminated within six (6) months
before the Change in Control; or (ii) the termination of Executives
employment by the Company if Executives employment terminates within twelve
(12) months after the Change in Control. 
Executive shall also be entitled to continuation of all benefits under Section 4(a) hereof
at the same cost to Executive as is applicable to active employees of the
Company until the earlier of (x) the eighteen-month anniversary of the termination
date and (y) the date on which Executive is provided comparable benefits
from any other source.  3.             Section 8(c) of
the Agreement is amended in its entirety to read as follows:  (c) 
A Takeover Transaction shall mean (i) a
merger or consolidation of FGX Holdings with any other Person, other than a
merger or consolidation in which the individuals who were members of the Board
of Directors of FGX Holdings immediately prior to such transaction continue to
constitute a majority of the board of directors of the surviving corporation or
any parent thereof for a period of not less than twelve (12) months following
the closing of such transaction, or (ii) when any Person becomes after the
date hereof the beneficial owner of securities of FGX Holdings representing
more than fifty percent (50%) of the total number of votes that may be cast for
the election of directors of FGX Holdings, excluding any Person that is
excluded from the definition of beneficial owner under Rule 16(a)-1(a)(1) under
the Exchange Act.  For
purpose of this Agreement:  (i) the
term Affiliate shall have the meaning set
forth in Rule 144 under the Securities Act of 1933, as amended; (ii) the
term beneficial owner shall have the
meaning set forth in Rule 13d-3 under the Exchange Act; (iii) the
term Exchange Act shall mean the Securities
Exchange Act of 1934, as amended; and (iv) the term Person
shall have the meaning ascribed to such term under Section 3(a)(9) of
the Exchange Act, as modified and used in Sections 13(d) and 14(d) thereof,
except that such term shall not include (1) FGX Holdings or any of its
subsidiaries, (2) a trustee or other fiduciary holding securities under an
employee benefit plan of FGX Holdings or any of its Affiliates, (3) an
underwriter temporarily holding securities pursuant to an offering of such
securities, or (4) a corporation owned, directly or indirectly, by the
stockholders of FGX Holdings in substantially the same proportions as their
ownership of stock of FGX Holdings.  4.            Except
as expressly provided herein, no other modifications or amendments to the
Agreement are being made and, with the exception of the amendment set forth
herein, the terms and conditions of the Agreement are hereby ratified and
confirmed.  [Signatures Appear on Next Page]  2


IN WITNESS WHEREOF, the parties have executed this
Amendment No. 2 as of the date first written above.  FGX
  INTERNATIONAL INC./s/
  Alec TaylorBy:
  Alec TaylorTitle:
  CEOEXECUTIVE/s/
  Anthony Di PaolaAnthony
  Di Paola  3