1 Exhibit 10.3.2 AMENDMENT TO MEMBER AGREEMENT ----------------------------- The undersigned, being parties to the Member Agreement, dated June 19/23, 1998, as previously amended, do agree that Section A.1 is hereby amended by changing the third line...

   1
                                                                 Exhibit 10.3.2

                          AMENDMENT TO MEMBER AGREEMENT
                          -----------------------------


     The undersigned, being parties to the Member Agreement, dated June 19/23,
1998, as previously amended, do agree that Section A.1 is hereby amended by
changing the third line to read as follows: "For the period commencing on the
date hereof and ending June 30, 1999, "First Exercise".

     The Member Agreement remains in full force and effect, amended and
unmodified, except to the extent expressly set forth above.

     The undersigned have executed this Amendment as of the 26th day of March,
1999.

                                             AAi.FosterGrant, Inc.


                                             By   /s/ Xxxxx XxXxxxx
                                                  ------------------------------
                                                  Chief Financial Officer


                                                  /s/ Xxxx Xxxxxxxx
                                                  ------------------------------
                                                  Xxxx Xxxxxxxx