Non Competition and Non-Solicitation Agreement between the Company and Neil
      Cole

Exhibit 10.6

    


     

    AGREEMENT
      (the “Agreement”), entered into March 29, 2005, by and between Candie's, Inc., a
      Delaware corporation (the “Company”), and Neil Cole (the
“Executive”).

     

    W
      I T N E
      S S E T H:

     

    WHEREAS,
      the Executive possesses unique personal knowledge, experience and expertise
      concerning the business and operations conducted by the Company and such
      knowledge, experience and expertise may result in an increased sale price in
      the
      event of a sale of the Company; and

     

    WHEREAS,
      the Company desires to assure that the Executive will not compete with the
      Company after the sale of the Company under certain circumstances.

     

    NOW,
      THEREFORE, in consideration of the covenants and agreements hereinafter set
      forth and other good and valuable consideration, the receipt and sufficiency
      of
      which are hereby acknowledged, the parties hereto agree as follows:

     

    1.  PAYMENT
      UPON SALE OF THE COMPANY. 

     

    1.1.  In
      the
      event of the sale of all or substantially all of the assets or capital stock
      of
      the Company at such time as the Executive is employed by the Company for an
      aggregate sale price ("Sale Price") of at least $5 per share (subject
      to appropriate adjustment by the Board in the event of any stock split, dividend
      or similar division of shares of the Company's common stock or reverse split
      or
      similar combination of such common stock) of
      the
      Company's common stock on a fully diluted basis at the time of the closing
      of
      such sale, and immediately after the sale, the Executive is no longer employed
      by the Company or its successor, in the same capacity as he was prior to such
      sale, for any reason or no reason (as the case may be, a "Sale"), the Company
      shall pay to the Executive an amount equal to 5% of the Sale Price (the
      "Payout"). In the event that the Sale involves a sale of the Company's assets,
      the Sale Price shall be determined by dividing the aggregate consideration
      received by the Company in the Sale by the total number of outstanding shares
      of
      the Company's common stock, on a fully-diluted basis, at the time of the closing
      of the Sale.

     

    1.2.  For
      purposes of the foregoing, the following shall be considered to be part of
      the
      Sale Price: contingent future payments (based upon future profits or otherwise)
      paid to the Company or to all of its stockholders; payments for noncompete
      covenants paid to the Company or to its stockholders other than the Executive;
      and the value of all assumed liabilities (including, without limitation,
      indebtedness for borrowed money, pension liabilities and guarantees). In the
      event that the Sale Price is paid in whole or in part in the form of securities,
      the value of such securities, for purposes of calculating the Payout, shall
      be
      deemed to be the fair market value thereof on the day prior to the consummation
      of the Sale as determined by the Board; provided,
      however,
      that if
      such securities consist of securities for which there is an existing public
      trading market (whether or not such securities would be deemed to be "restricted
      stock" within the meaning of Rule 144(a)(3) of the General Rules and Regulations
      promulgated under the Securities Act of 1933, as amended), the fair market
      value
      thereof shall be deemed to be the average of the last sales prices for such
      securities on the five (5) trading days ending five (5) days prior to the
      consummation of the Sale. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    1.3.  The
      Payout shall be paid by the Company to the Executive, in full, within fifteen
      (15) days after the consummation of the Sale, and shall be payable, at the
      option of the Company, in cash or in kind (in the event that the Sale Price
      includes consideration other than cash). If the Sale Price is increased by
      contingent payments, or if a portion of the Sale Price is paid into escrow,
      the
      portion of the Payout relating thereto shall be calculated and paid when and
      as
      such contingent payments are made, or when such portion of the proceeds is
      released from escrow, as the case may be. The determination of the amount of
      the
      Payout shall be made by the Board or its designee whose decision shall be final.
      

     

    2.  NONCOMPETITION;
      NONSOLICITATION 

     

    2.1.  The
      Executive hereby agrees that during the period of one year (the “Non-Compete
      Term”) following a Sale, he shall not, directly or indirectly, within any county
      (or adjacent county) in any State within a fifty (50) mile radius of the
      location of any of the Company's offices, engage, have an interest in or render
      any services to any business (whether as owner, manager, operator, licensor,
      licensee, lender, partner, stockholder, joint venturer, employee, consultant
      or
      otherwise) competitive with the business activities conducted by the Company,
      its subsidiaries, or affiliates during the time of Executive’s employment by the
      Company, or at the termination of his employment. Notwithstanding the foregoing,
      nothing herein shall prevent the Executive from owning stock in a publicly
      traded corporation whose activities compete with those of the Company’s,
      provided that such stock holdings are not greater than five percent (5%) of
      such
      corporation. 

     

    2.2.  The
      Executive shall not, during the Non-Compete Term, directly or indirectly, take
      any action which constitutes an interference with or a disruption of any of
      the
      Company’s business activities including, without limitation, the solicitations
      of the Company’s customers, or persons listed on the personnel lists of the
      Company. 

     

    2.3.  For
      purposes of clarification, but not of limitation, the Executive hereby
      acknowledges and agrees that the provisions of Sections 2.1 and 2.2 above shall
      serve as a prohibition against him from, during the period referred to therein,
      directly or indirectly, hiring, offering to hire, enticing, soliciting or in
      any
      other manner persuading or attempting to persuade any officer, employee, agent,
      lessor, lessee, licensor, licensee or customer of the Company (but only those
      suppliers existing during the time of the Executive’s employment by the Company,
      or at the termination of his employment), to discontinue or alter his, her
      or
      its relationship with the Company.

     

    2.4.  Without
      intending to limit the remedies available to the Company, the Executive
      acknowledges that a breach of any of the covenants contained in this paragraph
      2
      may result in material and irreparable injury to the Company, or its affiliates
      or subsidiaries, for which there is no adequate remedy at law, that it will
      not
      be possible to measure damages for such injuries precisely and that, in the
      event of such a breach or threat the Company shall be entitled to seek a
      temporary restraining order and/or a preliminary or permanent injunction
      restraining the Executive from engaging in activities prohibited by this
      paragraph 2 or such other relief as may be required specifically to enforce
      any
      of the covenants in this paragraph 2. If for any reason it is held that the
      restrictions under this paragraph 1 are not reasonable or that consideration
      therefor is inadequate, such restrictions shall be interpreted or modified
      to
      include as much of the duration and scope identified in this paragraph as will
      render such restrictions valid and enforceable.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    3.  MISCELLANEOUS

     

    3.1.  Notices.
      All
      notices or communications hereunder shall be in writing, addressed as
      follows:

     

    
      	
              To
                the Company:

            	
              Candie's,
                Inc.

              215
                West 40th
                Street

              6th
                Floor

              New
                York, NY 10018

              Attn:
                Deborah Sorell Stehr

              Senior
                Vice President and General Counsel

            
	 	 
	 	
              with
                a copy to: 

            
	 	 
	 	
              Blank
                Rome LLP

              405
                Lexington Avenue

              New
                York, NY 10174

              Attn:
                Robert J. Mittman, Esq.

            
	 	 
	
              To
                the Executive:

            	
              Neil
                Cole

              525
                East 72nd Street 

              Apt
                15E 

              New
                York, NY 10021

            
	 	 


    

    All
      such
      notices shall be conclusively deemed to be received and shall be effective
      (i) if sent by hand delivery, upon receipt, (ii) if sent by telecopy
      or facsimile transmission, upon confirmation of receipt by the sender of such
      transmission, (iii) if sent by overnight courier, one business day after
      being sent by overnight courier, or (iv) if sent by registered or certified
      mail, postage prepaid, return receipt requested, on the fifth day after the
      day
      on which such notice is mailed.

     

    3.2.  Severability.
      Each
      provision of this Agreement shall be interpreted in such manner as to be
      effective and valid under applicable law, but if any provision of this Agreement
      is held to be prohibited by or invalid under applicable law, such provision
      will
      be ineffective to the extent of such prohibition or invalidity, without
      invalidating the remainder of such provision or the remaining provisions of
      this
      Agreement.

     

    3.3.  Binding
      Effect; Benefits.
      Executive may not delegate his duties or assign his rights hereunder. This
      Agreement shall inure to the benefit of, and be binding upon, the parties hereto
      and their respective heirs, legal representatives, successors and permitted
      assigns.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    3.4.  Entire
      Agreement.
      This
      Agreement represents the entire agreement of the parties and shall supersede
      any
      and all previous contracts, arrangements or understandings between the Company
      and the Executive with respect to the subject matter hereof. This Agreement
      may
      be amended at any time by mutual written agreement of the parties hereto. In
      the
      case of any conflict between any express term of this Agreement and any
      statement contained in any employment manual, memo or rule of general
      applicability of the Company, this Agreement shall control.

     

    3.5.  Withholding.
      The
      payment of any amount pursuant to this Agreement shall be subject to applicable
      withholding and payroll taxes, and such other deductions as may be required
      under the Company’s employee benefit plans, if any.

     

    3.6.  Governing
      Law.
      This
      Agreement and the performance of the parties hereunder shall be governed by
      the
      internal laws (and not the law of conflicts) of the State of New York. Any
      claim
      or controversy arising out of or in connection with this Agreement, or the
      breach thereof, shall be adjudicated exclusively by the Supreme Court, New
      York
      County, State of New York, or by a federal court sitting in Manhattan in New
      York City, State of New York. The parties hereto agree to the personal
      jurisdiction of such courts and agree to accept process by regular mail in
      connection with any such dispute.

     

    3.7.  Legal
      Fees and Court Costs.
      In the
      event that any action, suit or other proceeding in law or in equity is brought
      to enforce the provisions of this Agreement, and such action results in the
      award of a judgment for money damages or in the granting of any injunction
      in
      favor of the Company, all expenses (including reasonable attorneys’ fees) of the
      Company in such action, suit or other proceeding shall be paid by the Executive.
      In the event that any action, suit or other proceeding in law or in equity
      is
      brought to enforce the provisions of this Agreement, and such action results
      in
      the award of a judgment for money damages or in the granting of any injunction
      in favor of the Executive, all expenses (including reasonable attorneys’ fees
      and travel expenses) of the Executive in such action, suit or other proceeding
      shall be paid by the Company. 

     

    IN
      WITNESS WHEREOF, the Company has caused this Agreement to be duly executed
      and
      the Executive has hereunto set his hand, as of the day and year first above
      written,

     

    
      	
              THE
                COMPANY:

            
	
               

            
	
              CANDIE'S,
                INC

            
	 
	 
	
              By:/s/
                Warren Clamen

            
	 
	 
	
              EXECUTIVE

            
	 /s/
              Neil Cole
	
              Neil
                Cole

            


    

    
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