EXHIBIT 7.1 CUTCO INDUSTRIES, INC. OFFICE OF THE CHAIRMAN OF THE BOARD August 14, 1996 Mr. Don vonLiebermann 54 Kellogg Hill Road Weston, CT 06883 Re: Amendment of Employment Agreement Dear Mr. vonLiebermann: On June 13, 1997, the Board of Directors...

                                                                     EXHIBIT 7.1

CUTCO INDUSTRIES, INC.                      OFFICE OF THE CHAIRMAN OF THE BOARD








                                 August 14, 1996

Xx. Xxx xxxXxxxxxxxxx
00 Xxxxxxx Xxxx Xxxx
Xxxxxx, XX  00000

                  Re:  Amendment of Employment Agreement

Dear Xx. xxxXxxxxxxxxx:

     On June 13, 1997, the Board of Directors approved the amendment to your
present Employment Agreement to provide that the Agreement be extended on the
same terms and conditions as the prior year for a one year period ending July
31, 1998.

     Kindly indicate your agreement to the above by signing below.

                                       Sincerely,

                                       CUTCO INDUSTRIES, INC.

                                       /s/Xxxxxx X. Xxxxxx
                                       ------------------------
                                       Xxxxxx X. Xxxxxx
mwm/ms                                 Chairman
AGREED TO:


       /s/ Xxx xxxXxxxxxxxxx
       ------------------------                    
       XXX XXX XXXXXXXXXX