EXHIBIT 7.1 CutCo Industries, Inc. Office of the Chairman of the Board July 27, 1998 Mr. Don vonLiebermann 54 Kellogg Hill Road Weston, CT 06883 Re: Amendment of Employment Agreement Dear Mr. vonLiebermann: On July 27, 1998, the Board of Directors...

                                                                     EXHIBIT 7.1

CutCo Industries, Inc.                      Office of the Chairman of the Board


                                                 July 27, 1998

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

     Re:  Amendment of Employment Agreement

Dear Xx. xxxXxxxxxxxxx:

     On July 27, 1998, 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, 1999.

     Kindly indicate your agreement to the above by signing below.


                                                     Sincerely,

                                                     CUTCO INDUSTRIES, INC.


                                                     /s/  Xxxxxx X. Xxxxxx    
                                                     ----------------------
                                                           Xxxxxx X. Xxxxxx
XXX/ms                                                     Chairman

AGREED TO:


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



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