AGREEMENT dated as of February 22, 2000 between MELVYN KNIGIN, residing at 400 17th Street,
Norwood, New Jersey 07648 ("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 1987; 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 President and Chief Executive Officer ("CEO"). 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 Company.
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 President and CEO. The Company and Executive acknowledge that Executive's primary
functions and duties as President and CEO shall be to manage and supervise the overall operations of the
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 $400,000 during the term hereof.
Executive's compensation shall be paid in equal, periodic in