EMPLOYMENT AND NON-INTERFERENCE AGREEMENT

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EXHIBIT 10.2

EMPLOYMENT AND NON-INTERFERENCE AGREEMENT

This Employment and Non-Interference Agreement, dated as of April 13, 1999

(this "Agreement"), is by and between George Bellino (the "Executive") and

Allied Fashion, Inc., a Delaware corporation (the "Company").

WITNESSETH:

WHEREAS, the Company wishes to obtain the future services of the Executive

for the Company;

WHEREAS, the Executive is willing, upon the terms and conditions herein

set forth, to provide services hereunder;

WHEREAS, the Company wishes to secure the Executive's non-interference,

upon the terms and conditions herein set forth; and

WHEREAS, defined terms not defined herein shall have the respective

meanings set forth on Schedule 1 attached hereto;

NOW, THEREFORE, in consideration of the mutual promises and covenants

contained herein, and intending to be legally bound hereby, the parties hereto

agree as follows:

1. Nature of Employment

The Company hereby employs Executive, and Executive agrees to accept such

employment, as Chief Executive Officer and President of the Company.

2. Extent of Employment

The Executive shall perform his obligations hereunder faithfully and to

the best of his ability under the direction of the Board of Directors of the

Company (the "Board of Directors"). The Executive shall devote all of his

business time, energy and skill as may be reasonably necessary for the

performance of his duties, responsibilities and obligations hereunder,

consistent with past practices and norms in similar positions and shall abide by

the rules, customs and usages from time to time established by the Company.

Nothing contained herein shall require Executive to follow any directive or to

perform any act which would violate any laws, ordinances, regulations or rules

of any governmental, regulatory or administrative body, agent or authority, any

court or judicial authority, or any public, private or industry regulatory

authority (collectively, "Regulations").

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3. Compensation During the Term of Employment, the Company shall pay

compensation to Executive as follows:

(a) As base compensation for his services hereunder, in [bi-monthly]

installments, an annual base salary of $190,000. The Board of Directors shall

annually, and in its sole discretion, determine whether the base salary should

be increased and, if so, the amount of such increase.

(b) The Executive is eligible to participate in the Company's Cash

Incentive Plan, and to earn a bonus, subject to further deliberation by the

Board of Directors, as set forth on Exhibit A hereto, and to be paid at the time

of the first meeting of the Board of Directors following receipt of audited

annual financial statements of the Company. Payment of the bonus is conditioned

upon the Executive being employed by the Company during the relevant performance

period and on the date which the bonus is paid.

(c) The Company shall provide the Executive with an appropriate Company

car in accordance with its current and future usual and customary policies and

practices. The Company shall lease the car under the same terms and conditions

currently in place, and bear all expenses associated with it, except any

associated personal income tax liability of the Executive, and the cost of fuel

for the Executive's personal use of the car. The Company shall maintain adequate

liability insurance coverage related to the use and operation of the vehicle and

the Executive shall be named as additional insured on such policy.

4. Term of Employment

The "Term of Employment" shall commence on the date hereof and shall

continue for a term of two years; provided that, (i) such term shall continue

for the twelve month period following such two year period, and for each twelve

month period thereafter, unless at least 90 days prior to the scheduled

expiration date, either the Executive or the Company notifies the other of its

decision not to continue such term and (ii) should the Executive's employment by

the Company be earlier terminated pursuant to Section 5, or by the Executive

pursuant to Section 5, the Term of Employment shall end on the date of such

earlier termination.

5. Termination

(a) Subject to the Company's obligations to make the payments contemplated

by Section 5(b)(i), the Term of Employment may be terminated at any time:

(i) upon the death of Executive ("Death");

(ii) in the event that because of physical or mental disability the

Executive is unable to perform, and does not perform, as certified by a

mutually agreeable

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competent medical physician, his material duties hereunder for 180 days in

any continuous 210 day period ("Disability");

(iii) by the Company for Cause;

(iv) by the Company for any other reason or no reason ("No Reason")

and the Company shall not be required to specify a reason for the

termination, such that this Agreement shall be construed as terminable at

will by the Company;

(v) by the Executive voluntarily or for any reason or no reason,

in each case, after 90 days' prior written notice to the Company and the

Board of Directors ("Resignation"); or

(vi) by the Executive for Reason

Executive acknowledges that no representations or promises have been made

in connection with this Agreement or any other arrangement, plan or agreement

between the Executive and the Company concerning the grounds for termination or

the future operation of the Company's business, and that nothing contained

herein or otherwise stated by or on behalf of the Company modifies or amends the

right of the Company to terminate Executive at any time, with or without Cause.

(b) If Executive's employment is terminated for any reason whatsoever,

then Executive shall be entitled to (1) accrued and unpaid base salary and

benefits (including sick pay, vacation pay and benefits under Section 7 with

respect to the period prior to termination, (2) reimbursement for expenses under

Section 6 with respect to such period, and (3) any other benefits (including

COBRA) required by law to be provided after termination of employment under the

circumstances. Except as may otherwise be expressly provided to the contrary in

this Agreement, nothing in this Agreement shall be construed as requiring the

Executive to be treated as employed by the Company for purposes of any employee

benefit plan following the date of the termination of the Term of Employment. In

the event Executive's employment is terminated:

(i) for Death, Disability, by the Company for No Reason or by

Executive for Reason, the Company will also pay to Executive (or his

estate or representative) termination benefits equal to twelve (12) months

of his base salary in effect immediately prior to the event that gave rise

to such termination. Such payment shall be made over a period of twelve

(12) months, provided, however, that to the extent the Executive shall

receive compensation or benefits from any other employment during the

twelve (12) months following such termination, the payments to be made by

the Company under the provisions of this Section 5(b)(i) shall be

correspondingly reduced; and

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(ii) for Cause or Resignation, there will be no additional amounts

owing by the Company to Executive under this Agreement from and after such

termination.

(c) In the Event of termination of employment by Executive, such

termination shall be for "Reason" if it is due to a failure by the Company to

satisfy any of its obligations under this Agreement, or due to a material

reduction in Executive's duties or change in Executive's Title by the Company

without Executive's consent, which shall not be unreasonably withheld. In no

event shall the foregoing provisions be deemed to restrict, limit or prevent the

Company from recruiting, retaining or employing any person to hold any executive

office of the Company or any other position with the Company.

(d) Termination of the Term of Employment will not terminate any

provisions not associated specifically with the Term of Employment.

(e) In the event of termination, the Company shall have no further

obligations to the Executive under any option plan, long-term incentive plan,

share subscription or similar plan or arrangement, except to the extent

specifically provided in the documentation governing such plan or arrangement;

provided, however, that for a period of twelve (12) months following the

termination of the Term of Employment for any of the reasons set forth in

Section 5(b)(i), the Executive may continue to participate in the Company's

retirement plan and other benefit plans in which the Executive was a participant

immediately prior to termination.

6. Reimbursement of Expenses

During the Term of Employment, the Company shall reimburse Executive for

reasonably documented travel, entertainment and other expenses reasonably

incurred by Executive in connection with the performance of his duties hereunder

and, in each case, in accordance with the rules, customs and usages promulgated

by the Company from time to time in effect. In addition, the Company shall

reimburse Executive for reasonable attorney's fees incurred by Executive in

connection with the negotiation and execution of this Agreement, and all other

documents contemplated hereby or in connection herewith up to a maximum of

$5,000.

7. Benefits

The Executive shall be entitled to participate in and be covered by any

insurance plan (including but not limited to medical, dental, health, accident,

hospitalization and disability), vacation policy, 401(k), plan and pension plan

of the Company, each as determined, from time to time, by the Board of

Directors. The Executive shall be entitled to four weeks paid vacation in each

twelve month period subject to the reasonable requirements of the Company as to

the timing of the taking of such vacation.

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8. Confidential Information

During and after the Term of Employment, Executive will not, directly or

indirectly in one or a series of transactions, disclose to any person, or use or

otherwise exploit for the Executive's own benefit or for the benefit of anyone

other than the Company, any Confidential Information, whether prepared by

Executive or not; provided, however, that any Confidential Information may be

disclosed (i) to officers, representatives, employees and agents of the Company

who need to know such Confidential Information in order to perform the services

or conduct the operations required or expected of them in the Business and (ii)

in good faith by the Executive in connection with the performance of his duties

hereunder. Executive shall use his best efforts to prevent the removal of any

Confidential Information from the premises of the Company, except as required in

the Executive's normal course of employment by the Company. Executive shall have

no obligation hereunder to keep confidential any Confidential Information if and

to the extent disclosure of any thereof is specifically required by law;

provided, however, that in the event disclosure is required by applicable law,

the Executive shall provide the Company with prompt notice of such requirement,

prior to making any disclosure, so that the Company may seek an appropriate

protective order. At the request of the Company, Executive agrees to deliver to

the Company, at any time during the Term of Employment, or thereafter, all

Confidential Information which he may possess or control. Executive agrees that

all Confidential Information of the Company (whether now or hereafter existing)

conceived, discovered or made by him during the Term of Employment exclusively

belongs to the Company (and not to Executive). Executive will promptly disclose

such Confidential Information to the Company and perform all actions reasonably

requested by the Company to establish and confirm such exclusive ownership.

9. Non-interference

Executive acknowledges that services to be provided give him the

opportunity to have special knowledge of the Company and its Confidential

Information and the capabilities of individuals employed by or affiliated with

the Company and that interference in these relationships would cause irreparable

injury to the