Exhibit 10.7

AMENDMENT NO. 1 TO LETTER AGREEMENT OF EMPLOYMENT

Amendment (this “ Amendment ”), made as of this December 22, 2006, by and among Lerner New York, Inc. (the “ Company ”) and Sandra Brooslin Viviano (“ Executive ”).

R E C I T A L S

WHEREAS, Executive is party to that certain Letter Agreement of Employment between the Company and Executive dated March 13, 2006 (the “ Agreement ”).

WHEREAS, the Company and Executive wish to amend the Agreement in order to clarify treatment of certain payments under the Agreement in order to make them compliant with Section 409A of the Internal Revenue Code of 1986, as amended.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree to the following:

1.                                        Amendment .

(a)                                   The current Section 7 of the Agreement will be renumbered Section 7.1 .

(b)                                  A new Section 7.2 shall be added to the Agreement immediately following Section 7.1 as follows:

“ Severance Pay of Key Employee .  If on the date of your termination of employment by the Company: (i) a distribution of compensation to which you become entitled under this Agreement upon your termination of employment (including but not limited to severance or other termination benefits) would be “nonqualified deferred compensation” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the Treasury Regulations issued thereunder, including Proposed Regulation Section 1.409A-1(b)(9)(iii) (or any successor provision), which describes certain separation pay arrangements that do not provide for the deferral of compensation, and (ii) you are a “key employee”, as defined in Code Section 416(i) without regard to paragraph (5) thereof, then such distribution shall not be made before the date which is six months after the date of you