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                                                                  EXHIBIT 10.2

                    SECOND AMENDMENT TO EMPLOYMENT AGREEMENT
                             SEPARATION AND RELEASE


THIS  SECOND  AMENDMENT TO EMPLOYMENT AGREEMENT, SEPARATION AND  RELEASE  (this
"Agreement") is made as of July 27, 1999, by and between SUNGOLD EYEWEAR, INC.,
a Washington corporation (the "Corporation"), and SHELDON GOLDMAN ("Employee").


                                    RECITALS

A.    The  Corporation  and  Employee are parties to  that  certain  Employment
Agreement  dated as of April 10, 1997 as amended by that certain  Amendment  to
Employment Agreement dated April 22, 1998 (the "Employment Agreement");

B.    Subject to the terms and conditions set forth herein, the Corporation and
Employee desire to further amend and terminate the Employment Agreement.

C.    Capitalized  terms used but not otherwise defined herein shall  have  the
meanings ascribed to them in the Employment Agreement.


                                   AGREEMENT

1.   TERMINATION OF EMPLOYMENT RELATIONSHIP.
     --------------------------------------
      The  Employment Agreement shall terminate on July 27, 1999, and effective
as  of  the  close  of  business on July 27, 1999, the employment  relationship
between the Corporation and Employee shall terminate (the "Termination Date").

2.   AMENDMENT TO ROYALTY AGREEMENT; TERMINATION AND RELEASE.
     -------------------------------------------------------
      Together  with  the  execution  of this Agreement,  the  Corporation  and
Employee, as an officer and authorized signatory of Sungold Enterprises,  Ltd.,
will  enter  into  and  execute that certain Amendment  to  Royalty  Agreement,
Termination  and  Release of even date herewith, a copy of  which  is  attached
hereto as Exhibit A.

3.   SEVERANCE BENEFITS.
     ------------------
     3.1  Severance Pay.
          -------------
           On  July  27, 1999, the Corporation shall pay to Employee,  by  wire
transfer  to an account as Employee shall direct, the sum of $92,855.41,  which
represents  the  unpaid portion of Employee's Base Salary under the  Employment
Agreement  for the remaining Term of Employment (the "Severance Payment")  less
normal and authorized payroll withholdings and deductions.

     3.2  FTO.
          ---
           The  Corporation shall pay to Employee, together with his  Severance
Payment, $11,298.39 for Employee's earned but unused Flexible Time Off benefits
through  April  10,  2000 less normal and authorized payroll  withholdings  and
deductions..   Employee understands and acknowledges that  he  will  accrue  no
further Flexible Time Off from and after the Termination Date.

     3.3  COBRA.
          -----
           Employee  acknowledges and understands that since the  Corporation's
health  and  disability insurance policies maintained for the  benefit  of  its
employees, including Employee, are group policies, Employee will be  unable  to
continue  to participate in such policies.  Employee may elect to continue  his
family  medical,  dental and vision coverages, however,  by  paying  for  COBRA
continuation coverage for up to 18 months after the Termination Date  or  until
Employee  is  entitled to Medicare, or until Employee is  covered  under  other
plans  with  no pre-existing exclusion.  The Corporation shall pay to  Employee
together  with  his  Severance Payment $5,808.60,  which  amount  is  equal  to
Employee's  COBRA payment from the Termination Date through April 30,  2000  to
continue  Employee's family medical, dental and vision coverage  through  April
30,  2000.   The Corporation shall provide Employee with information  regarding
COBRA  continuation coverage.  Employee understands and acknowledges,  however,
that  it  is his responsibility to take any actions and to submit any documents
as may be required to continue COBRA coverage after the Termination Date.

     3.4  Expenses.
          --------
           The Corporation shall reimburse Employee for any reasonable expenses
incurred  by Employee on behalf of the Corporation, subject to the  receipt  by
the  Corporation  of all supporting documentation.  Employee  understands  that
Employee  is not authorized to incur expenses or to make commitments on  behalf
of the Corporation after the Termination Date.

4.   STOCK OPTIONS.
     -------------
      As  of  the  Termination Date, Employee is fully  vested  in  options  to
purchase 20,000 shares of Gargoyles, Inc. common stock at an exercise price  of
$8.00 per share.  Employee understands that the vested options will continue to
be  governed by the Gargoyles, Inc. 1995 Stock Incentive Compensation Plan,  as
Amended and Restated on July 22, 1996, and that in accordance with the terms of
such  plan  Employee's right to exercise the vested options expires on  October
19, 1999.

5.   COMPLETE RELEASE OF CLAIMS.
     --------------------------
     By signing this Agreement, the Corporation and the Employee each agree not
to  start  any  lawsuits,  charges, or other legal  action  against  the  other
relating  to  Employee's employment with the Corporation or the  benefits  that
employee  received or should have received from the Corporation.  In  addition,
the  Corporation  and  Employee,  each for itself  or  himself  and  for  their
respective heirs, representatives, executors, and successors, waive any  rights
or  claims  each may have against the other, or, in the case of  Employee,  any
employee   benefit  plans  sponsored  by  the  Corporation  in  which  employee
participates, and all of the Corporation's or Employee's respective  affiliated
and  related  entities,  owners, shareholders, officers,  directors,  trustees,
heirs,   administrators,  executors,  agents,  employees,  employees'  spouses,
insurers,  either  past  or  present, and all of their  successors,  agents  or
assigns  (collectively "Releasees").  The Corporation and Employee each  hereby
release  the  Releasees  from any and all claims, actions,  causes  of  action,
obligations,  costs, expenses, damages, losses, debts, and  demands,  including
attorneys' fees and costs actually incurred (collectively "Claims") of whatever
kind,  in  law or in equity, known or unknown, suspected or unsuspected,  which
arose prior to the Termination Date.

      This  release includes, but is not limited to:  (i) any Claims under  any
local,   state  or  federal  laws  regulating  employment,  including   without
limitation,  the Civil Rights Acts, the Age Discrimination and Employment  Act,
the Americans with Disabilities Act, and the Workers' Adjustment and Retraining
Notification  Act;  (ii) Claims under the Employee Retirement  Income  Security
Act; (iii) Claims under any local, state or federal wage and hour laws; or (iv)
Claims  alleging any legal restriction on the Corporation's right to  terminate
their  employees,  or  personal  injury claims,  including  without  limitation
wrongful   termination,  discrimination,  harassment,   breach   of   contract,
defamation,  tortuous interference with business expectancy, black listing,  or
infliction of emotional distress, whether arising under statute or common law.

6.   COOPERATION WITH COMPANY.
     ------------------------
     Until April 10, 2000, Employee will fully cooperate with, and from time to
time  make himself available at the Corporation's request to consult with,  the
Corporation  on  matters  in  which Employee was  involved  on  behalf  of  the
Corporation.   Nothing in this Section 6, however, shall prevent Employee  from
taking on other employment.

7.   SURVIVAL OF PROVISIONS OF EMPLOYMENT AGREEMENT.
     ----------------------------------------------
      Employee  understands  that as of the Termination  Date,  the  Employment
Agreement  is  terminated and is amended by this Agreement, and  that  Employee
shall  have  no  further rights or obligations under the  Employment  Agreement
except  for  the  terms set forth in Sections 7 through  9  of  the  Employment
Agreement (as amended by the Amendment to Employment Agreement dated April  22,
1998)   relating  to  "Intellectual  Property;  Nondisclosure  of  Confidential
Information; Dispute Resolution, and Enforcement", which shall remain in effect
following the Termination Date in accordance with their terms.

8.   SUCCESSORS
     ----------
      This  Agreement  shall  be  binding upon the  parties  hereto  and  their
respective  heirs, representatives, executors, administrators,  successors  and
assigns,  and shall inure to the benefit of each and all of the Releasees,  and
to  their  heirs,  representatives, executors, administrators,  successors  and
assigns.

9.   GENERAL PROVISIONS
     ------------------
     9.1  Governing Law.
          -------------
           This  Agreement shall in all respects be interpreted,  enforced  and
governed under the laws of the state of Washington.  The language of all  parts
of  this Agreement shall in all cases by construed as a whole, according to its
fair meaning, and not strictly for or against either party.

     9.2  Invalidity.
          ----------
           If any of the provisions of this Agreement are held to be illegal or
invalid,  the  remaining  provisions shall not be  affected  thereby,  and  the
illegal  or  invalid  provision shall be deemed  not  to  be  a  part  of  this
Agreement.

     9.3  Entire Agreement.
          ----------------
           Except  for the provisions of the Employment Agreement which survive
the  Termination  Date,  this  Agreement represents  and  contains  the  entire
understanding   between  the  Corporation  and  Employee  in  connection   with
Employee's separation from the Corporation.

10.  NON-ADMISSION OF LIABILITY.
     --------------------------
     This Agreement shall not be construed in any way as an admission by either
the  Corporation or Employee of any liability or wrongdoing whatsoever  on  the
part of either party.

11.  PRESS RELEASES.
     --------------
      The  Corporation  shall  not issue a press release  or  make  any  public
announcement  that  relates to or references Employee  without  Employee  first
having the opportunity to review and provide comments to the release.  Employee
acknowledges that memoranda circulated by the Corporation to its employees  and
the  employees of its subsidiaries are not the type of press release or  public
announcement that are the subject of this section 11.

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


SUNGOLD EYEWEAR, INC.
a Washington corporation

     /s/ Leo Rosenberger
By -------------------------------
     Leo Rosenberger, CEO and CFO


/s/ Sheldon Goldman
----------------------------------
SHELDON GOLDMAN