EMPLOYMENT AGREEMENT

                              --------------------



     This Employment Agreement (the "Agreement"), dated April 21, 2003, is made

and entered into by and between Michael Prince ("Employee") and Signature

Eyewear, Inc., a California corporation (the "Company"), with reference to the

following facts and objectives:



     (i) Employee has been employed by the Company as its Chief Financial

Officer for more than five years;



     (ii) In connection with the acquisition by Dartmouth of a principal

minority ownership interest in the Company, and a restructuring of the

management and debt of the Company (the "Restructuring"), the Company,

Dartmouth, and Employee desire to provide for the continued employment of

Employee with the Company in a new role, on the terms and conditions set forth

herein.



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

and agreements set forth herein, the parties hereto hereby agree as follows:



     1. EMPLOYMENT. The Company hereby agrees to employ the Employee, and the

Employee hereby agrees to employment with the Company, on the terms and

conditions set forth herein.



     2. TERM. The term of this Agreement (the "Term") shall be for a period of

approximately five (5) years, commencing on the date hereof and ending March 31,

2008. If Employee's employment with the Company extends beyond the expiration of

the Term and the parties do not enter into a written extension or amendment

hereof, such employment shall be terminable at will by either party at any time,

but all other terms and conditions hereof not inconsistent with an at-will

employment relationship shall remain in effect.



     3. TITLE OF EMPLOYEE; DUTIES.



          3.1 TITLE. The Company hereby employs Employee to serve as its

President and Chief Executive Officer.



          3.2 DUTIES. Employee's duties and responsibilities shall be those

incident to the position of President and Chief Executive Officer as set forth

in the Company's Bylaws, and those that are normally and customarily vested in

the President and Chief Executive Officer of a corporation, including, but not

limited to, oversight responsibility for all day to day management and

operations of the Company, with the authority to supervise and control all

personnel and operations, and to delegate







operational functions to such personnel. Employee shall be the most senior

executive officer of the Company, and shall report to, and be subject to the

authority of, the Board of Directors of the Company (the "Board").



          3.3 TIME DEVOTED TO COMPANY. Except as otherwise provided herein,

Employee agrees to devote Employee's full working time and attention to the

Company. While employed by the Company, Employee shall not directly or

indirectly engage in any activity competitive with or adverse to the Company's

business, whether alone, as a partner, as an officer, director, or shareholder

of any class of capital stock of any other corporation (except as the holder of

less than 1% of the issued and outstanding shares of a publicly held

corporation), or as an employee, agent, consultant, member, manager, trustee,

fiduciary, or other representative of any other entity, except with the

Company's express written consent. Expenditures of reasonable amounts of time

for charitable, educational, or professional activities and personal business

shall not be deemed a breach hereof, provided that those activities are not

competitive with the business of the Company and do not interfere with

Employee's performance hereunder.



     4. COMPENSATION AND BENEFITS.



          4.1 SALARY. The Company shall pay Employee a base annual salary (the

"Salary") at the rate of $240,000 per year (subject to income tax and other

applicable employee withholdings), payable in weekly installments or at such

other regular periodic intervals as may be determined by the Board from time to

time. The Salary shall be prorated for any period less than a full year, and the

weekly installments shall be prorated for any period less than a full weekly pay

period. The Salary shall be reviewed annually by the Board, and may be

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