EMPLOYMENT AGREEMENT - DEBORAH S STEHR

Employment Agreement, dated as of October 28, 2005, by and between Iconix Brand Group, Inc., a Delaware corporation (the “Company” or “Employer”) and Deborah Sorell Stehr (the “Executive”).

WHEREAS, the Executive is currently the Company’s Senior Vice President and General Counsel; and

WHEREAS, the Company and Executive entered into a two-year Employment Agreement dated as of February 1, 2004 (the “Original Agreement”); and

WHEREAS, the Company wishes, among other things, to continue the Executive’s employment with the Company beyond the term currently provided by the Original Agreement pursuant to the terms as provided herein;

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 Employer and Executive hereby agree as follows:

1.    Term . The Company hereby agrees to employ the Executive for a period commencing on the date hereof and ending on December 31, 2007 (the “Term”).

2.    Title; Duties . The Executive shall render services to the Company as chief counsel to the Company in the position of Senior Vice President - General Counsel. Executive's duties and responsibilities shall be consistent with the duties undertaken by the senior legal officer of a corporation. Executive may work four days a week so long as there is no material interruption of her services. Executive shall report directly to Neil Cole.

3.    Compensation .

(a)    Base Salary . Executive's base salary for the First Year (as defined below) will be at the current rate of $215,000 until January 1, 2006, at which time it shall increase to not less than $220,000 per annum paid in accordance with the Company’s payroll practices and policies. Executive's base salary for the Second Year (as defined below) will be at a rate of not less that $230,000 per annum paid in accordance with the Company’s payroll practices and policies. For the purposes of this Agreement, the “First Year” shall mean the period through December 31, 2006 and the “Second Year” shall mean the period January 1, 2007 through December 31, 2007.

(b)    Bonus . Executive will be eligible for a bonus consistent with other executive officers pursuant to the Company’s executive bonus program.

(c)    The Company shall pay to Executive a monthly car allowance of $1,500.

(d)    In connection with this Agreement, the Company will grant to the Executive 60,000 options to purchase the common stock of the Company vesting immediately.

4.    Other Benefits and Expenses .

(a)    Executive shall be permitted during the Term to participate (without any waiting periods) in any and all benefit plans, hospitalization, medical, health, disability, officer/director or employee liability insurance plans, pension and 401K plans or other benefit plans (including any to-be-established bonus plans) on the same terms and conditions as extended to other executive officers of the Company.

(b)    The Company shall promptly reimburse Executive for all reasonable and necessary travel and entertainment expenses and other disbursements or costs Executive may incur in connection with promoting the business of the Company.

(c)    Executive shall be entitled to four weeks of paid vacation per year. If, in any year, Executive does not take some or all of her vacation, such unused days will be banked and carried over into the next year, as may be applicable.

5.    Establishment and Operation of Legal Department .

(a)    Executive shall be entitled to a full-time dedicated secretary or assistant.

(b)    Executive shall be permitted to attend such professional conferences, receive such professional publications, acquire such professional books and materials to build a library, and receive such other facilities and support as are reasonable and necessary to establish a legal department and perform her duties hereunder.

(c)    Executive shall be provided with all reasonable and necessary facilities and equipment to carry out her duties, including but not limited to a laptop computer, cellular phone and home fax machine.

6.    Termination .

(a)    Executive's employment may be terminated by the Company prior to the expiration of the Term of this Agreement only for “Cause” by giving Executive prior written notice of the basis for the proposed termination and a reasonable chance to cure. As used in this agreement, the term “Cause” shall mean: (a) Executive's willful and continuing malfeasance and failure to perform having a material adverse effect on the Company; (b) Executive's willful engagement in fraud or dishonesty against the Company having a material adverse effect on the Company; or (c) Executive's conviction of a felony involving moral turpitude.

(b)    Executive may terminate this Agreement at any time for “Good Reason” by giving the Company prior written notice of the basis for the proposed termination and a reasonable chance to cure. “Good Reason” shall mean any of the following: (i) a breach by the Company of any of its payment obligations to Executive hereunder; (ii) relocation of the Company outside a 50-mile radius of New York City unless the Company shall provide Executive with a suitable location from which to work within such radius; (iii) a proposed material modification or reduction of Executive's duties or position as chief counsel; (iv) the bankruptcy, reorganization or liquidation of the Company; or (v) a failure of any successor corporation to the Company to assume the obligations under this Agreement.

7.    Effect of Termination .

(a)    Upon termination of Executive’s employment for Cause (or upon Executive’s death or disability rendering her unable to perform), Executive (or Executive’s heirs and representatives) shall receive any accrued salary, pro-rated bonus and vacation due through the date of termination and be reimbursed for any outstanding business expenses (including those relating to Executive’s car) incurred prior to the date of termination. Executive (or Executive’s heirs or representatives, if applicable) shall also be entitled to continuation of health and medical benefits for 3 months from the date of termination.

(b)    If the Company terminates Executive’s employment without Cause or Executive terminates Executive’s employment for Good Reason within 12 months after a Change in Control (as defined in Subsection 7(d)), then the Company shall pay to Executive in compl