EXHIBIT 7.2 CUTCO INDUSTRIES, INC. OFFICE OF THE CHAIRMAN OF THE BOARD June 16, 1997 Mr. Michael Kramer 9 Ryder Court Dix Hills, NY 11746 Re: Amendment of Employment Agreement Dear Mr. Kramer: On June 13, 1997, the Board of Directors approved the...

                                                                     EXHIBIT 7.2


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





                                  June 16, 1997

Mr. Xxxxxxx Xxxxxx
0 Xxxxx Xxxxx
Xxx Xxxxx, XX  00000

                  Re: Amendment of Employment Agreement

Dear Xx. Xxxxxx:

     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
                                       ----------------------
mwm/xx                                 Xxxxxx X. Xxxxxx
                                       Chairman
AGREED TO:


           /s/ Xxxxxxx Xxxxxx
           -----------------------
           XXXXXXX XXXXXX