**Exhibit10.3**

**Executed**

**SECOND AMENDED ANDRESTATEDCOLLATERAL ASSIGNMENT OF TRADEMARKS(SECURITY AGREEMENT)**

THIS SECOND AMENDED AND RESTATED COLLATERAL ASSIGNMENTOF TRADEMARKS (SECURITY AGREEMENT) (this “Agreement”), dated August 22, 2007,is made among LERNCO, INC., a Delaware corporation (“Lernco”), and JasmineCompany, Inc., a Massachusetts corporation (“Jasmine” and together with Lernco,each individually a “Pledgeor” and collectively, “Pledgors”), each withoffices at 450 West 33rd Street, New York, New York 10001, in favor ofWACHOVIA BANK, NATIONAL ASSOCIATION, a national banking association, with anoffice at 1133 Avenue of the Americas, New York, New York 10036, in itscapacity as agent (in such capacity, “Pledgee”), for the Lenders andBank Product Providers (as defined in the Loan Agreement).

WITNESSETH:

WHEREAS, Lernco has previously entered into theAmended and Restated Collateral Assignment of Trademarks (Security Agreement),dated as of March 16, 2004 (the “Existing Security Agreement”), in orderto further evidence Lernco’s grant in favor of Pledgee, of a security interestin the Trademarks (as defined herein) and the goodwill and certain other assetswith respect to the Trademarks, as further set forth therein.

WHEREAS, Pledgee,Pledgors, Lerner New York, Inc. (“Lerner” and together with Pledgors,collectively, “Borrowers”), Guarantors, and the Persons from time to time partythereto as lenders (“Lenders”), have amended and restated or are aboutto amend and restate the existing financing arrangements of Pledgee, Lenders,Borrowers and Guarantors pursuant to which Lenders (or Pledgee on behalf ofLenders) may make loans and advances and provide other financial accommodationsto Borrowers as set forth in the Second Amended and Restated Loan and SecurityAgreement, dated as of the date hereof, by and among Pledgee, Lenders,Borrowers and Guarantors (as the same now exists or may hereafter be amended,modified, supplemented, extended, renewed, restated or replaced, the “LoanAgreement”) and other agreements, documents and instruments referred totherein or at any time executed and/or delivered in connection therewith orrelated thereto, including, but not limited to, this Guarantee (all of theforegoing, together with the Loan Agreement, as the same now exist or mayhereafter be amended, modified, supplemented, extended, renewed, restated orreplaced, being collectively referred to herein as the “Financing Agreements”).

WHEREAS,  Lerncoowns all right, title, and interest in and to, among other things, all thetrademarks, United States trademarks and trademark registrations, and thetrademark applications and tradenames, set forth on Exhibit A-1hereto (the “Lernco Trademarks”) and Jasmine owns all right, title, andinterest in and to, among other things, all the trademarks, United Statestrademarks and trademark registrations, and the trademark applications andtradenames, set forth on Exhibit A-2 hereto (the “JasmineTrademarks”, and collectively, together with the Lernco Trademarks”, the “Trademarks”);and

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WHEREAS, in furtherance of the terms of the FinancingAgreements and in consideration of Pledgee and the Lenders entering into theLoan Agreement, Pledgors and Pledgee wish to amend and restate the ExistingSecurity Agreement.

NOW THEREFORE, for valuable consideration received andto be received, and as security for the full payment and performance of theObligations (as defined in the Loan Agreement) arising from the Loan Agreement,and to induce Pledgee and the Lenders to make and continue to make loans andadvances to the Borrowers under the Loan Agreement, Pledgors and Pledgee herebyamend and restate the Existing Security Agreement in its entirety as set forthin this Agreement and Pledgors hereby grant to Pledgee, for itself and theratable benefit of the Lenders and Bank Product Providers, a security interestin:

## (a)           the Trademarks;

## (b)           all registrations ofthe Trademarks in any State of the United States and any foreign countries andlocalities;

## (c)           all tradenames,trademarks and trademark registrations hereafter adopted or acquired and used,including, but not limited to, those which are based upon or derived from theTrademarks or any variations thereof (the “Future Trademarks”);

## (d)           all extensions,renewals, and continuations of the Trademarks and Future Trademarks and theregistrations referred to in clause (b) above;

## (e)           all rights to suefor past, present and future infringements of the Trademarks and FutureTrademarks;

## (f)            all packaging,labeling, trade names, service marks, logos, and trade dress including orcontaining the Trademarks and Future Trademarks, or a representation thereof,or any variation thereof;

## (g)           all licenses andother agreements under which each Pledgor is licensor, but only to the extentthat the grant of a security interest therein would not be prohibited by or bea breach of terms thereof, and all fees, rents, royalties, proceeds or moniesthereunder, relating to the Trademarks and Future Trademarks and the usethereof; and

## (h)           all goodwill of eachPledgor’s business connected with, symbolized by or in any way related to theitems set forth in clauses (a) through (g) above.

All of the foregoing items set forth in clauses (a)through (h) are hereinafter referred to collectively as the “Collateral.”

AND Pledgors hereby covenants with Pledgee as follows:

1.             Pledgors’Obligations.  Each Pledgor agreesthat, notwithstanding this Agreement, it will perform and discharge and remainliable for all its covenants, duties, and obligations arising in connectionwith the Collateral and any licenses and agreements related thereto.  Pledgee shall have no obligation or liabilityin connection with the Collateral or any licenses or 

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agreementsrelating thereto by reason of this Agreement or any payment received by Pledgeeor any Lender relating to the Collateral, nor shall Pledgee or any Lender berequired to perform any covenant, duty, or obligation of each Pledgor arisingin connection with the Collateral or any license or agreement related theretoor to take any other action regarding the Collateral or any such licenses oragreement.

# 2.             Representations and Warranties.  Each Pledgor represents and warrants toPledgee that:

## (a)           Pledgors are theowner of the Collateral, and no adverse claims have been made with respect toits title to or the validity of the Collateral;

## (b)           the Trademarks arethe only trademarks, trademark registrations, trademark applications and tradenames in which Pledgors have all right, title and interest;

## (c)           none of theCollateral is subject to any prior mortgage, pledge, lien, security interest,lease, charge, encumbrance or license (by Pledgors as licensor), except forPledgee’s interests granted hereunder and under the Existing SecurityAgreement; and

## (d)           when this Agreementis filed in the United States Patent and Trademark Office (the “TrademarkOffice”) and the Pledgee has taken the other actions contemplated in thisAgreement and by the Financing Agreements, if, and to the extent that asecurity interest may be perfected in such Collateral under applicable law thisAgreement will create a legal and valid perfected and continuing lien on andsecurity interest in the Collateral in favor of Pledgee (except for anynon-U.S. Trademarks), enforceable against Pledgors and all third parties,subject to no other prior mortgage, lien, charge, encumbrance, or security orother interest.

# 3.             Covenants. Each Pledgor will maintain the Collateral, defend the Collateral againstthe claims of all persons, and will maintain and renew all registrations of theCollateral; notwithstanding the foregoing, Pledgors will not be required tomaintain, renew or defend any Collateral which, in Pledgors’ reasonablejudgment, no longer has any material economic value.  Pledgors will maintain at least the samestandards of quality (which Pledgee has reviewed) for the goods and services inconnection with which the Trademarks are used as Pledgors maintained for suchgoods and services prior to entering into this Agreement.  Pledgee shall have the right to enter uponPledgors’ premises as provided in the Financing Agreements to monitor suchquality standards.  Without limiting thegenerality of the foregoing, and so long as any Trademark or Future Trademark,in Pledgors’ reasonable judgment, has material economic value, Pledgors shall notpermit the expiration, termination or abandonment of such Trademark or FutureTrademark without the prior written consent of Pledgee.  If, before the Obligations have beensatisfied in full and the Financing Agreements have been terminated, Pledgorsshall be licensed to use any new trademark, or become entitled to the benefitof any trademark application or trademark registration, the provisions ofSection 1 hereof shall automatically apply thereto and Pledgors shall givePledgee prompt notice thereof in writing.

# 4.             Use Prior to Default.  Effective until Pledgee’s exercise of itsrights and remedies upon an Event of Default under and as defined in theFinancing Agreements (an “Event of 

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# Default”),Pledgors shall be entitled to use the Collateral in the ordinary course of itsbusiness, subject to the terms and covenants of the Financing Agreements andthis Agreement.

# 5.             Remedies UponDefault.  Whenever any Event ofDefault shall occur and be continuing, Pledgee shall have all the rights andremedies granted to it in such event by the Financing Agreements, which rightsand remedies are specifically incorporated herein by reference and made a parthereof, and any and all rights and remedies of law available to Pledgee.  Pledgee in such event may collect directlyany payments due to Pledgors in respect of the Collateral and may sell,license, lease, assign, or otherwise dispose of the Collateral in the mannerset forth in the Financing Agreements. Each Pledgor agrees that, in the event of any disposition of theCollateral upon and during the continuance of any such Event of Default, itwill duly execute, acknowledge, and deliver all documents necessary oradvisable to record title to the Collateral in any transferee or transfereesthereof, including, without limitation, valid, recordable assignments of theTrademarks or Future Trademarks.  In theevent Pledgors fail or refuse to execute and deliver such documents, eachPledgor hereby irrevocably appoints Pledgee as its attorney-in-fact, with powerof substitution, to execute, deliver, and record any such documents on eachPledgor’s behalf as provided in the Financing Agreements.  Notwithstanding any provision hereof to thecontrary, during the continuance of an Event of Default, Pledgors may sell anymerchandise or services bearing the Trademarks and Future Trademarks in theordinary course of its business and in a manner consistent with its pastpractices, until it receives written notice from Pledgee to the contrary.  The preceding sentence shall not limit any rightor remedy granted to Pledgee with respect to each Pledgor’s inventory under theFinancing Agreements or any other agreement now or hereinafter in effect.

# 6.             CumulativeRemedies.  The rights and remediesprovided herein are cumulative and not exclusive of any other rights orremedies provided by law.  The rights andremedies provided herein are intended to be in addition to and not insubstitution of the rights and remedies provided by the Financing Agreements orany other agreement or instrument delivered in connection therewith.

# 7.             Amendments andWaivers.  This Agreement may not bemodified, supplemented, or amended, or any of its provisions waived except in awriting signed by Pledgors and Pledgee. Pledgors hereby authorize Pledgee to modify this Agreement by amendingExhibit A hereto to include any Future Trademarks.

# 8.             Waiver of Rights.  No course of dealing between the parties tothis Agreement or any failure or delay on the part of any such party inexercising any rights or remedies hereunder shall operate as a waiver of anyrights and remedies of such party or any other party, and no single or partialexercise of any rights or remedies by one party hereunder shall operate as awaiver or preclude the exercise of any other rights and remedies of such partyor any other party.  No waiver by Pledgeeof any breach or default by Pledgors shall be deemed a waiver of any otherprevious breach or default or of any breach or default occurring thereafter.

# 9.             Assignment.  The provisions of this Agreement shall bebinding upon and inure to the benefit of the respective successors and assignsof the parties hereto; provided, however, that no interest herein or in or tothe Collateral may be assigned by Pledgors without the prior written 

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# consent ofPledgee; and, provided further, that Pledgee may assign the rights and benefitshereof to any party acquiring any interest in the Obligations or any partthereof.

# 10.           Future Acts.  Until the Obligations shall have been paid infull, Pledgors shall have the duty to make applications on materialunregistered, but registrable as trademarks, Collateral owned by each Pledgorin any location where each Pledgor does business, to prosecute suchapplications diligently, and to preserve and maintain all rights in thematerial Trademarks and the other material Collateral, except to the extentPledgors reasonably determine that such Trademarks do not have any materialeconomic value.  Any expenses incurred inconnection with such applications and other actions shall be borne by Pledgors.  Pledgors shall not abandon any right to filea trademark application or registration for any trademark, or abandon any suchpending trademark application or registration, without the consent of Pledgee,except to the extent that Pledgors reasonably determines that the trademarkcovered by such application or registration has no material economic value.

# 11.           Enforcement.  Upon Pledgors’ failure to do so after Pledgee’sdemand, or upon the occurrence and during the continuance of an Event ofDefault, Pledgee shall have the right but shall in no way be obligated to bringsuit in its own name to enforce the Trademarks and Future Trademarks and anylicense thereunder, having material economic value to the Pledgee, in whichevent Pledgors shall at the request of Pledgee do any and all lawful acts andexecute any and all proper documents required by Pledgee in aid of suchenforcement and Pledgors shall promptly, upon demand, reimburse and indemnifyPledgee or its agents for all costs and expenses incurred by Pledgee in theexercise of its rights under this Section 11.

# 12.           Release.  At such time as Pledgors shall completelysatisfy all of the non-contingent Obligations, and the Financing Agreementshave been terminated, other than upon enforcement of Pledgee’s remedies underthe Financing Agreements after an Event of Default, Pledgee will, at Pledgors’sole cost and expense, execute and deliver to each Pledgor a release or otherinstrument as may be necessary or proper to release each Pledgor’s lien in theCollateral, subject to any dispositions thereof which may have been made byPledgee pursuant hereto and as may be necessary to record such release with theU.S. Patents and Trademarks Office, or equivalent authority.

# 13.           Severability.  If any clause or provision of this Agreementshall be held invalid or unenforceable, in whole or in part, in anyjurisdiction, such invalidity or unenforceability shall attach only to suchclause or provision, or part thereof, in such jurisdiction, and shall not inany manner affect such or any other clause or provision in any otherjurisdiction.

# 14.           Notices.  All notices, requests and demands to or uponPledgors or Pledgee under this Agreement shall be given in the mannerprescribed by the Financing Agreements.

# 15.           Governing Law. This Agreement shall be governed by andconstrued, applied, and enforced in accordance with the federal laws of theUnited States of America applicable to trademarks and the laws of the State ofNew York, except that no doctrine of choice of law shall be used to apply thelaws of any other State or jurisdiction. The parties agree that all actions or proceedings arising in connectionwith this Agreement shall be tried and litigated only in the state and federalcourts located in the State of New York, New York County, or in the United 

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# States DistrictCourt for the Southern District of New York, whichever Pledgee may elect(except that Pledgee shall have the right to bring any action or proceedingagainst any Pledgor or its property in the courts of any other jurisdictionwhich Pledgee deems necessary or appropriate in order to realize on theCollateral or to otherwise enforce its rights against any Pledgor or itsproperty).  PLEDGORS AND PLEDGEE EACHWAIVES THE RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION, OR CAUSE OFACTION ARISING UNDER THIS AGREEMENT, WHETHER NOW EXISTING OR HEREAFTER ARISING,AND ANY RIGHT EITHER MAY HAVE TO ASSERT THE DOCTRINE OF FORUM NON CONVENIENS,LACK OF PERSONAL JURISDICTION, OR TO OBJECT TO VENUE TO THE EXTENT ANY PROCEEDINGIS BROUGHT IN ACCORDANCE WITH THIS SECTION.

# 16.           Counterparts,etc.  This Agreement may be executedin any number of counterparts, each of which shall be an original, but all ofwhich taken together shall constitute one and the same agreement.  Delivery of an executed counterpart of thisAgreement by telefacsimile shall have the same force and effect as the deliveryof an original executed counterpart of this Agreement.  Any party delivering an executed counterpartof this Agreement by telefacsimile shall also deliver an original executedcounterpart, but the failure to do so shall not affect the validity,enforceability or binding effect of this Agreement.

# 17.           Supplement.  This Agreement is a supplement to, and ishereby incorporated into, the Financing Agreements and made a part thereof.

# 18.           Interpretation.  To the extent that any covenants set forth inSection 3 hereto, or representations or warranties set forth in Section 2hereto are in direct conflict with the terms of any covenants, representations orwarranties contained in the Financing Agreements, the terms of this Agreementshall control.  To the extent any otherprovisions of this Agreement are in direct conflict with the terms of any otherprovisions of the Financing Agreements, the terms of the Financing Agreementsshall control.

# 19.           Acknowledgmentand Restatement.

## (a)           Each Pledgor hereby acknowledges, confirms and agrees that each Pledgoris indebted to Pledgee and Lenders in respect of any obligations,liabilities or indebtedness for loans, advances and letter of creditaccommodations to Pledgee under the Existing Loan Agreement, the Existing  Security Agreement or the other Existing  Financing Agreements, together with allinterest accrued and accruing thereon, and all fees, costs, expenses and othercharges relating thereto, all of which are unconditionally owing by eachPledgor to Pledgee without offset, defense, or counterclaim of any kind, natureor description whatsoever. Each Pledgor hereby ratifies, assents, adopts andagrees to pay all of the Obligations arising before, on or after the datehereof.

## (b)           Each Pledgor hereby acknowledges, confirms and agrees thatPledgee has and shall continue to have, for itself and the benefit of Lenders,valid, enforceable and perfected first priority security interests in and liensupon all of the Collateral heretofore granted to Pledgee pursuant to theExisting  Security Agreement to secureall of the Obligations subject only to liens permitted under the Loan Agreementand the other Financing Agreements.

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## (c)           Each Pledgor hereby acknowledges, confirms and agreesthat: (i) the Existing  SecurityAgreement has been duly executed and delivered by Pledgors and is in full forceand effect as of the date hereof; (ii) the agreements and obligations ofPledgors contained in the Existing Security Agreement constitute legal, valid and binding obligations ofPledgors enforceable against it in accordance with the terms thereof, andPledgors have no valid defense, offset or counterclaim to the enforcement ofsuch obligations; and (iii) Pledgee and Lenders are entitled to all of therights, remedies and benefits provided for in the Existing  Security Agreement.

## (d)           Except as otherwise stated in Section 19(b) hereof and inthis Section 19(d), as of the date hereof, the terms, conditions, agreements,covenants, representations and warranties set forth in the Existing  Security Agreement are hereby amended andrestated in their entirety, and as so amended and restated, are replaced andsuperseded by the terms, conditions agreements, covenants, representations andwarranties set forth in this Agreement, except that nothing herein shall impairor adversely affect the continuation of the liability of Pledgors for theobligations or the security interests and liens heretofore granted, pledged orassigned to Pledgee for itself and the benefit of Lenders.  The amendment and restatement containedherein shall not, in any manner, be construed to constitute payment of, orimpair, limit, cancel or extinguish, or constitute a novation in respect of,the indebtedness and other obligations and liabilities of Pledgors evidenced byor arising under the Existing  SecurityAgreement and any of the other Existing Financing Agreements to which Pledgors are a party, and the liens andsecurity interests securing such indebtedness and other obligations andliabilities shall not in any manner be impaired, limited, terminated, waived orreleased.

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IN WITNESS WHEREOF, the parties have entered into thisAgreement as of the date first written above.
|        | PLEDGORS                                |                 |
|--------|-----------------------------------------|----------------------|
|   |                                    |                 |
|   |                                    |                 |
|   | LERNCO, INC.,                           |                 |
|   | a Delaware corporation                  |                 |
|   |                                    |                 |
|   |                                    |
|   | By:                                     | /s/ Ronald W. Ristau |
|   | Name:                                   | Ronald W. Ristau     |
|   | Title:                                  | President            |
|   |                                    |                 |
|   |                                    |                 |
|   |                                    |                 |
|   | JASMINE COMPANY, INC.,                  |
|   | a Massachusetts corporation             |
|   |                                    |
|   |                                    |
|   | By:                                     | /s/ Ronald W. Ristau |
|   | Name:                                   | Ronald W. Ristau     |
|   | Title:                                  | President            |
|   |                                    |                 |
|   |                                    |                 |
|   |                                    |                 |
|   |                                    |                 |
|   | PLEDGEE                                 |
|   |                                    |
|   |                                    |
|   | WACHOVIA BANK, NATIONAL ASSOCIATION, as |
|   | Agent                                   |
|   |                                    |
|   |                                    |
|   | By:                                     | /s/ Laurence Forte   |
|   | Name:                                   | Laurence Forte       |
|   | Title:                                  | Managing Director    |
|        |                                         |                      |  |

 

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