Chief Corporate Development Officer - EMPLOYMENT LETTER - NEIL VOGEL

Exhibit 10.21



Alloy Designs, Inc.

Offer Letter



February 22, 1999



Neil Vogel 5 East 16th Street, #8 New York, NY 10003



Dear Mr. Vogel:



I am very pleased to provide you with the terms and conditions of your employment by Alloy Designs, Inc. (the "Company"). The following sets forth the proposed terms and conditions of our offer to employ you. We hope that you choose to join the Company and look forward to a mutually beneficial relationship.



1. Position: Your initial position will be Chief Corporate Development Officer, based out of the Company's main office located in New York City, New York. Your location is subject to change at the discretion of the Company. As the Company's employee, we expect you to devote your full time and energies to the business and affairs of the Company, and to perform any and all duties and responsibilities associated with this position and as may be reasonably assigned to you by the Company consistent with your position as Chief Corporate Development Officer. In addition to your primary duties, you shall perform such other services for the Company as may be reasonably assigned to you from time to time by the Company consistent with your position as Chief Corporate Development Officer. You will report directly to the Chief Executive, Chief Operating and Chief Financial Officers. Your performance will be reviewed on a periodic basis as long as you remain employed by the Company.



2. Starting Date/Nature of Relationship: If you accept this offer, your employment with the Company shall commence on February 22, 1999. Except as expressly set forth herein, no provision of this letter shall be construed to create an express or implied employment contract, or a promise of employment for a specific period of time and you agree that, except as expressly set forth herein, your employment is at-will and either party may terminate the relationship with or without cause on five (5) days prior notice.



3. Compensation and Benefits: Your initial base pay shall be $1,634.62 per week ($85,000 on an annualized basis). This level of base pay will be reviewed at least every six months. In addition, effective upon the date of commencement of employment, the Company will grant you ten year options to purchase an aggregate of 270,000 shares of the Common Stock under the Company's 1997 Employee, Director and Consultant Stock Option Plan, or a successor Plan if established. To the extent permissible under the Internal Revenue Code, such options will be





granted as Incentive Stock Options and any options that cannot be granted as Incentive Stock Options will be granted as Non-Qualified Options. The options shall have the following vesting and exercise price ("Strike Price") schedules: 25,000 shares shall vest upon the commencement of employment with the Company with an exercise price per share equal to the price to the public at the closing of the initial ...