EMPLOYMENT AGREEMENT

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