AGREEMENT dated as of February 22, 2000 between SAUL POMERANTZ, residing at 515 East 79th
Street, New York, New York 10021 ("Executive"), and MOVIE STAR, INC., a New York corporation having
its principal office at 136 Madison Avenue, New York, New York 10016 ("Company").
WHEREAS, Executive has been an employee of the Company since 1979; and
WHEREAS, the Company and Executive desire to evidence the terms and conditions of Executive's continued
employment in writing and to provide for the employment of Executive by the Company on the terms set forth
IT IS AGREED:
1. Employment, Duties and Acceptance.
1.1 The Company hereby employs Executive as its Executive Vice President and Chief Operating Officer
("COO"). All of Executive's powers and authority in any capacity shall at all times be subject to the direction and
control of the Company's Board of Directors. Executive shall report directly to the Board of Directors of the
1.2 The Board may assign to Executive such general management and supervisory responsibilities and executive
duties for the Company or any subsidiary of the Company, including serving as a director, as are consistent with
Executive's status as Executive Vice President and COO. The Company and Executive acknowledge that
Executive's primary functions and duties as Executive Vice President and COO shall be to manage and supervise
the day to day administration of the Company's business.
1.3 Executive accepts such employment and agrees to devote substantially all of his business time, energies and
attention to the performance of his duties hereunder. Nothing herein shall be construed as preventing Executive
from making and supervising personal investments, provided they will not interfere with the performance of
Executive's duties hereunder or violate the provisions of paragraph 5.1(F) hereof.
2. Compensation and Benefits.
2.1 The Company shall pay to Executive a base salary at the annual rate of $250,000 during the term hereof.