EXHIBIT 10.3

EMPLOYMENT AGREEMENT

AGREEMENT dated as of October 14, 2004 between MAIDENFORM, INC., a New York corporation with a principal place of business at 154 Avenue E, Bayonne, NJ 07002 (the “Employer”), Dorvin Lively residing at [*  *  *] (the “Employee”), and solely for purposes of Sections 3(c), 3(d), 4 and 19, MF Acquisition Corporation.

W I T N E S S E T H :

WHEREAS, the Employer wishes to employ the Employee for the period provided in this Agreement, and the Employee is willing to serve in the employ of the Employer for such period, upon the terms and conditions hereinafter provided;

NOW, THEREFORE, in consideration of the mutual covenants herein contained, the parties agree as follows:

1.                                       Employment.  The Employer hereby employs the Employee and the Employee hereby accepts employment upon the terms and conditions hereinafter set forth.

2.                                       Term of Employment.  (a)  The term of the Employee’s employment under this Agreement shall commence on November 8, 2004 and it shall continue for a period of one year thereafter (the “Initial Term”), unless this Agreement shall be renewed for an additional term or terms in accordance with paragraph (b) of this Section 2, or unless earlier terminated as provided herein (such period of time, collectively the “Term of Employment”).

(b)                                 This Agreement shall automatically be renewed upon the expiration of the Initial Term for successive periods of one year each (each an “Additional Term”), unless either party notifies the

other party in writing at least sixty (60) days prior to the expiration of the Initial Term or any such Additional Term.

3.                                       Compensation.  (a)  Base.  During the Term of Employment, the Employer shall pay the Employee a base salary at not less than an annual rate of Three Hundred Fifty Thousand ($350,000.00) Dollars, in accordance with the Employer’s normal payroll practices (as increased in accordance with this Section 3(a), the “Base Salary”).  Such Base Salary shall be reviewed at least annually by the Board of Directors of MF Acquisition Corporation (the “Board”) and the Board may at any time increase (but not decrease) the Employee’s Base Salary hereunder as the Board may in its sole and absolute discretion deem reasonable and appropriate.

(b)                                 Incentive Compensation.  The Employee shall be a participant in the Maidenform, Inc. 2004 Incentive Plan for Designated Key Employees and during the Term of Employment shall participate in all subsequent annual incentive compensation plans for key employees, subject to the terms (including, without limitation, eligibility requirements) of each applicable plan, in an amount of up to Seventy-Five percent (75%) of his Base Salary payable in each Plan Year, in each case based upon such goals and performance standards as may be determined by the Board of Directors in its discretion.  More specifically, the Employee’s incentive compensation shall be based upon a Personal Goals Bonus, an EBITDA Target Level Bonus and an Extraordinary EBITDA Target Level Bonus, each on the terms and subject to the conditions set forth below.  The Personal Goals Bonus shall be up to Fifteen percent (15%) of the Base Salary received for the year for which the bonus is paid and shall be based upon personal goals set by the Chief Executive Officer after consultation with the Employee, with the approval of the Compensation Committee of the Board (the “Compensation Committee”) with the level of such achievement

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determined by the Compensation Committee, in its discretion.  The EBITDA Target Level Bonus shall be up to Sixty percent (60%) of the Base Salary received for the year for which the bonus is paid, and it shall be based on achievement (as determined by the Compensation Committee) of a EBITDA target set and structured by mutual agreement on an annual basis by the Compensation Committee.  The Extraordinary EBITDA Target Level Bonus shall be up to Thirty percent (30%) of the Base Salary as in effect for the year for which the bonus is paid, and it shall be based on achievement (as determined by the Compensation Committee) of a higher EBITDA target set and structured on an annual basis by the Compensation Committee.  It is understood that the Plan Year for the annual incentive compensation plans will be the calendar year and the EBITDA targets will be based upon the corresponding fiscal years of the Employer.  Provided Employee is an Employee of the Company through December 31, 2004, the incentive compensation for Employee for calendar year 2004 shall be no less than $91,875.00 (which is the equivalent of 100% 0f the maximum incentive compensation (105%) for one calendar quarter at the initial Base Rate of Pay of the Employee), regardless of the actual amount of Compensation as determined in accordance with the Plan and whether or not any of such goals or performance standards are achieved under the Maidenform, Inc. 2004 Incentive Plan for Designated Key Employees.  The guaranteed portion of the bonus for calendar year 2004 shall be paid at the time provided for such incentive compensation payments for all participants in the Maidenform, Inc. 2004 Incentive Plan for Designated Key Employees.  Provided Employee is an Employee of the Company through December 31, 2005, the incentive compensation for Employee for calendar year 2005 shall be no less than $220,500 (which is the equivalent of 60% of the maximum incentive compensation (105%) for an entire year at the initial Base Rate of Pay of the Employee), regardless of the actual amount of Compensation as determined in accordance with the Plan and whether or not any of such goals or performance standards are achieved under the Maidenform,

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Inc. 2004 Incentive Plan for Designated Key Employees.  The guaranteed portion of the bonus for calendar year 2004 shall be paid at the time provided for such incentive compensation payments for all participants in the Maidenform, Inc. 2004 Incentive Plan for Designated Key Employees.

(c)                                  Stock Options.  (i) Subject to approval by the Board (or the committee under the MF Acquisition Corporation 2004 Stock Option Plan (the “Parent’s Stock Option Plan”)), the Employee shall receive a non-qualified stock option to purchase Eighty-Five Thousand Seven Hundred Twenty-One (85,721) shares of the common stock of MF Acquisition Corporation (the “Parent”), pursuant to the Parent’s Stock Option Plan”.  The exercise price per share for such options shall be $1.82.  Subject to approval by the Board (or the committee under the Parent’s Stock Option Plan), the Employee will also receive a nonqualified option to purchase Eighty-Five Thousand Seven Hundred Twenty-One (85,721) shares of common stock of the Parent pursuant to the Parent’s Stock option Plan.  The exercise price per share for such options shall be $3.64.  Each of the stock options granted pursuant to this Section 3(c) will vest and become exercisable in equal annual installments over a four year period (provided the Employee is continuously employed by the Employer through the applicable vesting date), beginning on the date of grant, subject to 100% acceleration of vesting upon a Change in Control (as defined below).  The provisions of this Section 3(c) shall supersede any conflicting provision of the Parent’s Stock Option Plan or the applicable stock option agreements between the Parent and the Employee.

For purposes of this Agreement, “Change in Control” shall mean consummation of (i) a sale of all or substantially all of the consolidated assets of the Parent and its subsidiaries to a person who is not either a member of, or an affiliate of a member of, the Initial Investor Group (as defined below); or (ii) a sale by the Parent, one or more members of the Initial Investor Group or any of their respective affiliates

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resulting in more than 50% of the capital stock of the Parent that ordinarily votes for directors (“Voting Stock”) being held by a person or group (as such terms are used in the Securities Exchange Act of 1934, as amended) that does not include any member of the Initial Investor Group or any of their respective affiliates; or (iii) a merger or consolidation of the Parent into another person as a result of which a person or group acquires more than 50% of the Voting Stock of the Parent that does not include any member of, or an affiliate of a member of, the Initial Investor Group; provided, however, that a Change in Control shall occur if and only if after any such event listed in (i)-(iii) above the Initial Investor Group is unable to elect a majority of the Board of the entity that purchased the assets in the case of an event described in (i) above, the Parent in the case of an event described in (ii) above, or the resulting entity in the case of an event described in (iii) above, as the case may be.  The “Initial Investor Group” shall mean Ares Corporate Opportunity Fund, L.P. and any other fund under the management of Ares Management, L.P. or its affiliates and OCM Opportunities Fund II, L.P. and any other fund under the management of Oaktree Capital Management or its affiliates.

(d)                                 Initial Bonus  In addition to any other Compensation or Incentive Compensation due hereunder, Employer shall pay to Employee a gross lump sum of Seventy-Five Thousand ($75,000) Dollars (subject to normal tax withholdings and other required deductions) coincident with payment of the first installment of Base Salary to Employee paid in accordance with the Employer’s normal payroll practices.  It is understood and agreed that this Initial Bonus is excluded from Compensation for the purposes of the calculation of Incentive Compensation pursuant to the Maidenform, Inc. 2004 Incentive Plan for Designated Key Employees but treated as Compensation solely to the extent provided for in any other employee benefit plan.

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4.                                       Duties.  During the Term of Employment, the Employee shall be engaged as Executive Vice President and Chief Financial Officer of Maidenform, Inc. and its subsidiary companies (hereinafter individually and collectively along with the Parent called the “Employer’s Group”).  The Employee shall have the authority and powers to perform all duties as are customary for such offices, subject to the supervision of the Chief Executive Officer and the Boards of Directors of the Employer and the Parent and the Audit Committees of the Boards of Directors of the Employer and the Parent.  In addition, the Employee shall have such other or more specific responsibilities or duties with respect to the business of the Employer’s Group consistent with the Employee’s position as Executive Vice President and Chief Financial Officer as may be determined and assigned to the Employee from time to time by or upon the authority of the Chief Executive Officer or the Board of Directors of the Employer or the Parent.  The Employee shall report to the Chief Executive Officer and to the Audit Committees of the Boards of Directors of the Employer and the Parent.  The Employee shall also serve as an Officer or Director of any member of the Employer’s Group as requested by the Employer without any additional compensation therefore other than as specified in this Agreement.  The Employer has Director’s and Officer’s Liability Insurance in effect and will maintain Director’s and Officer’s Liability Insurance Coverage uninterruptedly in effect during the Term of Employment.

5.                                       Extent of Service.  The Employee agrees to devote his best efforts, energies and skills to the faithful discharge of the duties and responsibilities attributable to his offices, and to this end will devote his full working time and attention to the business and affairs of the Employer’s Group.  Employee shall be based at the Employer’s Bayonne, New Jersey office, but shall perform services hereunder at other locations as shall be reasonably appropriate.  Notwithstanding the foregoing, it is understood that

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the Employee may devote reasonable time and attention consistent with the practice of other senior executives similarly situated, to civic or community affairs.

6.                                       Expenses.  The Employee is authorized to incur reasonable, ordinary and necessary expenses in the performance of his duties hereunder consistent with the Employer’s existing expense reimbursement policy, as it may be amended from time to time, and the Employer shall reimburse the Employee for all such expenses upon the presentation by the Employee, from time to time, of an account of such expenditures.

7.                                       Vacation.  The Employee shall be entitled to twenty (20) days of paid vacation during each of the successive twelve (12) month periods comprising the Term of Employment, or a pro rata portion thereof for any such successive period which is less than twelve (12) months.  Vacation hereunder shall be taken at times which are mutually determined by the Employer and the Employee not to interfere, in any material respect, with the Employee’s performance of his duties hereunder.

8.                                       Employee Benefits.  The Employee shall be entitled during the Term of Employment to participate in any employee benefit program or arrangement maintained by the Employer which is generally available to other senior employees of the Employer, including any qualified or non-qualified retirement or deferred compensation arrangements or 401(k) savings plan, life insurance, medical, long-term disability plans, severance arrangements, or other allowances.  Such participation shall be in accordance with all applicable terms and conditions of such plans or programs, including, without limitation, provisions respecting the satisfaction of any applicable eligibility periods for plan participation and the modification or termination of such plans.

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9.                                       Termination of Employment.  Notwithstanding any other provision of this Agreement, the Employee’s employment under this Agreement may be terminated at any time by the Employer in the event of:

(A)                              (i) The Employee’s conviction for, or entry of a plea of guilty or nolo contendere with respect to a felony or any crime that constitutes a misdemeanor involving moral turpitude under foreign or federal law or the law of any state, (ii) the Employee’s willful misappropriation of funds or property of the Employer’s Group or other acts of fraud, dishonesty self-dealing, any significant violation of any statutory or common law duty of loyalty to the Employer’s Group, (iii) the Employee’s perpetration of an illegal act which causes material economic injury to the Employer’s Group, (iv) a material breach of this Agreement or the Employee’s failure to perform his employment duties in any material respect, provided that as to this subsection (iv), the Employee shall be given notice and an opportunity, not to exceed ten (10) days, to effectuate a cure, provided that such breach or failure is susceptible to cure, (v) the Employee’s willful misconduct or gross negligence with regard to the Employer’s Group that has a material adverse effect on the Employer’s Group or (vi) the Employee’s failure to follow the proper direction of the Board or anyone the Employee reports to, in each case as determined by the Board, in its sole discretion in good faith (hereinafter “Cause”).

(B)                                The Employee’s death; or

(C)                                The Employee’s inability due to any physical or mental condition of the Employee, to perform his duties hereunder for a period of ninety (90) consecutive days or one hundred

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twenty (120) days (whether or not consecutive) within any twelve (12) month period (hereinafter “Disability”), upon thirty (30) days prior written notice to the Employee;

(D)                               The Employee’s resignation for Good Reason (as defined below) upon thirty (30) days prior written notice;

(E)                                 The Employer’s termination of the Employee’s employment without Cause upon fifteen (15) days prior written notice; or

(F)                                 The Employee’s termination of employment with the Employer as a result of non-renewal of the Term of Employment in accordance with Section 2(b) of this Agreement effective at the end of the then Term of Employment,

by written notice to the Employee (except that notice of termination shall not be required in the case of the Employee’s death) specifying the event relied upon for such termination and the effective date of such termination in accordance with this Agreement (the effective date of any termination of employment hereunder is referred