**Exhibit10.4**

**[Execution]**

**AMENDED AND RESTATED**

**COLLATERAL ASSIGNMENT OFTRADEMARKS(SECURITY AGREEMENT)**

THIS AMENDED AND RESTATED COLLATERAL ASSIGNMENT OFTRADEMARKS (SECURITY AGREEMENT) (this “Agreement”), dated August 22,2007, is made among LERNER NEW YORK, INC., a Delaware corporation (“Pledgor”),with an office at 450 West 33rd Street, New York,New York 10001, in favor of WACHOVIA BANK, NATIONAL ASSOCIATION, a nationalbanking association, with an office at 1133 Avenue of the Americas, New York,New York 10036, in its capacity as agent (in such capacity, “Pledgee”),for the Lenders and Bank Product Providers (as defined in the Loan Agreement).

WITNESSETH:

WHEREAS, Pledgor has previously entered into theCollateral Assignment of Trademarks (Security Agreement), dated as of November27, 2002 (the “Existing Security Agreement”), in order to furtherevidence Pledgor’s grant in favor of Pledgee, of a security interest in theTrademarks (as defined herein) and the goodwill and certain other assets withrespect to the Trademarks, as further set forth therein.

WHEREAS, Pledgee,Pledgor, Lernco, Inc. (“Lernco”) and Jasmine Company, Inc. (“Jasmine”and together with Pledgor, and Lernco, collectively, “Borrowers”), Guarantors,and the Persons from time to time party thereto as lenders (“Lenders”),have amended and restated or are about to amend and restate the existingfinancing arrangements of Pledgee, Lenders, Borrowers and Guarantors pursuantto which Lenders (or Pledgee on behalf of Lenders) may make loans and advancesand provide other financial accommodations to Borrowers as set forth in theSecond Amended and Restated Loan and Security Agreement, dated as of the datehereof, by and among Pledgee, Lenders, Borrowers and Guarantors (as the samenow exists or may hereafter be amended, modified, supplemented, extended,renewed, restated or replaced, the “Loan Agreement”) and otheragreements, documents and instruments referred to therein or at any timeexecuted and/or delivered in connection therewith or related thereto,including, but not limited to, this Guarantee (all of the foregoing, togetherwith the Loan Agreement, as the same now exist or may hereafter be amended,modified, supplemented, extended, renewed, restated or replaced, beingcollectively referred to herein as the “Financing Agreements”).

WHEREAS, Pledgor owns all right, title, and interestin and to, among other things, all the trademarks, United States trademarks andtrademark registrations, and the trademark applications and tradenames, setforth on Exhibit A hereto (the “Trademarks”); and

WHEREAS, in furtherance of the terms of the FinancingAgreements and in consideration of Agent and the Lenders entering into the LoanAgreement, Pledgor and Pledgee wish to amend and restate the Existing SecurityAgreement.

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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, Pledgor and Pledgee herebyamend and restate the Existing Security Agreement in its entirety as set forthin this Agreement and Pledgor hereby grants to Pledgee, for itself and theratable benefit of the Lenders and Bank Product Providers, a security interestin:

## (a)           the Trademarks;

## (b)           all registrations of the Trademarks in anyState of the United States and any foreign countries and localities;

## (c)           all tradenames, trademarks and trademarkregistrations hereafter adopted or acquired and used, including, but notlimited to, those which are based upon or derived from the Trademarks or anyvariations thereof (the “Future Trademarks”);

## (d)           all extensions, renewals, and continuationsof the Trademarks and Future Trademarks and the registrations referred to inclause (b) above;

## (e)           all rights to sue for past, present andfuture infringements of the Trademarks and Future Trademarks;

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

## (g)           all licenses and other agreements underwhich Pledgor is licensor, but only to the extent that the grant of a securityinterest therein would not be prohibited by or be a breach of terms thereof,and all fees, rents, royalties, proceeds or monies thereunder, relating to theTrademarks and Future Trademarks and the use thereof; and

## (h)           all goodwill of Pledgor’s business connectedwith, symbolized by or in any way related to the items 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 Pledgor hereby covenants with Pledgee as follows:

1.             Pledgor’sObligations.  Pledgor agrees that,notwithstanding this Agreement, it will perform and discharge and remain liablefor all its covenants, duties, and obligations arising in connection with theCollateral and any licenses and agreements related thereto.  Pledgee shall have no obligation or liabilityin connection with the Collateral or any licenses or agreements relatingthereto by reason of this Agreement or any payment received by Pledgee or anyLender relating to the Collateral, nor shall Pledgee or any Lender be requiredto perform any covenant, duty, or obligation of Pledgor arising in connectionwith the Collateral or any license or 

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agreementrelated thereto or to take any other action regarding the Collateral or anysuch licenses or agreement.

# 2.             Representationsand Warranties.  Pledgor representsand warrants to Pledgee that:

## (a)           Pledgor is the owner of the Collateral, andno adverse claims have been made with respect to its title to or the validityof the Collateral;

## (b)           the Trademarks are the only trademarks,trademark registrations, trademark applications and trade names in whichPledgor has all right, title and interest;

## (c)           none of the Collateral is subject to anyprior mortgage, pledge, lien, security interest, lease, charge, encumbrance orlicense (by Pledgor as licensor), except for Pledgee’s interests grantedhereunder and under the Existing Security Agreement; and

## (d)           when this Agreement is filed in the UnitedStates Patent and Trademark Office (the “Trademark Office”) and thePledgee has taken the other actions contemplated in this Agreement and by theFinancing Agreements, if, and to the extent that a security interest may beperfected in such Collateral under applicable law this Agreement will create alegal and valid perfected and continuing lien on and security interest in theCollateral in favor of Pledgee (except for any non-U.S. Trademarks),enforceable against Pledgor and all third parties, subject to no other priormortgage, lien, charge, encumbrance, or security or other interest.

# 3.             Covenants.  Pledgor will maintain the Collateral, defendthe Collateral against the claims of all persons, and will maintain and renewall registrations of the Collateral; notwithstanding the foregoing, Pledgorwill not be required to maintain, renew or defend any Collateral which, inPledgor’s reasonable judgment, no longer has any material economic value.  Pledgor 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 Pledgor maintained for suchgoods and services prior to entering into this Agreement.  Pledgee shall have the right to enter uponPledgor’s 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 Pledgor’s reasonable judgment, has material economic value, Pledgor shallnot permit the expiration, termination or abandonment of such Trademark orFuture Trademark without the prior written consent of Pledgee.  If, before the Obligations have beensatisfied in full and the Financing Agreements have been terminated, Pledgorshall 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 Pledgor shall givePledgee prompt notice thereof in writing.

# 4.             Use Prior toDefault.  Effective until Pledgee’sexercise of its rights and remedies upon an Event of Default under and asdefined in the Financing Agreements (an “Event of Default”), Pledgorshall be entitled to use the Collateral in the ordinary course of its business,subject to the terms and covenants of the Financing Agreements and thisAgreement.

# 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 

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# 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 Pledgor in respect of the Collateral and may sell, license,lease, assign, or otherwise dispose of the Collateral in the manner set forthin the Financing Agreements.  Pledgoragrees that, in the event of any disposition of the Collateral upon and duringthe continuance of any such Event of Default, it will duly execute,acknowledge, and deliver all documents necessary or advisable to record titleto the Collateral in any transferee or transferees thereof, including, withoutlimitation, valid, recordable assignments of the Trademarks or FutureTrademarks.  In the event Pledgor failsor refuses to execute and deliver such documents, Pledgor hereby irrevocablyappoints Pledgee as its attorney-in-fact, with power of substitution, toexecute, deliver, and record any such documents on Pledgor’s behalf as providedin the Financing Agreements. Notwithstanding any provision hereof to the contrary, during thecontinuance of an Event of Default, Pledgor may sell any merchandise orservices bearing the Trademarks and Future Trademarks in the ordinary course ofits business and in a manner consistent with its past practices, until itreceives written notice from Pledgee to the contrary.  The preceding sentence shall not limit anyright or remedy granted to Pledgee with respect to Pledgor’s inventory underthe Financing 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 Pledgor and Pledgee. Pledgor hereby authorizes 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 Pledgor 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 Pledgor without the prior written 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, Pledgor shall have the duty to make applications on materialunregistered, but registrable as trademarks, Collateral owned by Pledgor in anylocation where Pledgor does business, to prosecute such applicationsdiligently, and to preserve and maintain all rights in the material Trademarksand the other 

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# material Collateral,except to the extent Pledgor reasonably determines that such Trademarks do nothave any material economic value.  Anyexpenses incurred in connection with such applications and other actions shallbe borne by Pledgor.  Pledgor shall notabandon any right to file a trademark application or registration for anytrademark, or abandon any such pending trademark application or registration,without the consent of Pledgee, except to the extent that Pledgor reasonablydetermines that the trademark covered by such application or registration hasno material economic value.

# 11.           Enforcement.  Upon Pledgor’s 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 Pledgor 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 Pledgor 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 Pledgor 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 Pledgor’ssole cost and expense, execute and deliver to Pledgor a release or otherinstrument as may be necessary or proper to release 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 uponPledgor or Pledgee under this Agreement shall be given in the manner prescribedby 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 UnitedStates District Court for the Southern District of New York, whichever Pledgeemay elect (except that Pledgee shall have the right to bring any action orproceeding against Pledgor or its property in the courts of any otherjurisdiction which Pledgee deems necessary or appropriate in order to realizeon the Collateral or to otherwise enforce its rights against Pledgor or itsproperty).  PLEDGOR 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 

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# RIGHT EITHER MAY HAVE TOASSERT THE DOCTRINE OF FORUM NON CONVENIENS, LACK OF PERSONAL JURISDICTION, ORTO OBJECT TO VENUE TO THE EXTENT ANY PROCEEDING IS BROUGHT IN ACCORDANCE WITHTHIS SECTION 15.

# 16.           Counterparts, etc.  This Agreement may be executed in any numberof counterparts, each of which shall be an original, but all of which takentogether 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, representationsor warranties 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.           Acknowledgment andRestatement.

## (a)           Pledgor herebyacknowledges, confirms and agrees that Pledgor is indebted to Pledgeeand Lenders in respect of any obligations, liabilities or indebtedness forloans, advances and letter of credit accommodations to Pledgee under theExisting Loan Agreement, the Existing Security Agreement or the other Existing Financing Agreements, together with all interest accrued and accruingthereon, and all fees, costs, expenses and other charges relating thereto, allof which are unconditionally owing by Pledgor to Pledgee without offset,defense, or counterclaim of any kind, nature or description whatsoever. Pledgorhereby ratifies, assents, adopts and agrees to pay all of the Obligationsarising before, on or after the date hereof.

## (b)           Pledgor hereby acknowledges, confirms andagrees that Pledgee has and shall continue to have, for itself and the benefitof Lenders, valid, enforceable and perfected first priority security interestsin and liens upon all of the Collateral heretofore granted to Pledgee pursuantto the Existing  Security Agreement tosecure all of the Obligations subject only to liens permitted under the LoanAgreement and the other Financing Agreements.

## (c)           Pledgor hereby acknowledges, confirms andagrees that: (i) the Existing  SecurityAgreement has been duly executed and delivered by Pledgor and is in full forceand effect as of the date hereof; (ii) the agreements and obligations ofPledgor contained in the Existing Security Agreement constitute legal, valid and binding obligations ofPledgor enforceable against it in accordance with the terms thereof, andPledgor has no valid defense, offset or counterclaim to the enforcement of suchobligations; and (iii) Pledgee and Lenders are 

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## entitled to all of the rights, remedies and benefits provided for inthe Existing  Security Agreement.

## (d)           Except as otherwise stated in Section 19(b)hereof and in this Section 19(d), as of the date hereof, the terms, conditions,agreements, covenants, representations and warranties set forth in theExisting  Security Agreement are herebyamended and restated in their entirety, and as so amended and restated, arereplaced and superseded by the terms, conditions agreements, covenants,representations and warranties set forth in this Agreement, except that nothingherein shall impair or adversely affect the continuation of the liability ofPledgor for the obligations or the security interests and liens heretoforegranted, pledged or assigned 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 Pledgor evidenced byor arising under the Existing  SecurityAgreement and any of the other Existing Financing Agreements to which Pledgor is 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                                |
|--------|-----------------------------------------|
|   |                                    |
|   |                                    |
|   | LERNER NEW YORK, INC.,                  |
|   | a Delaware corporation                  |
|   |                                    |
|   |                                    |
|   |                                    |
|   | By:                                     | /s/ Ronald W. Ristau |
|   | Name:                                   | Ronald W. Ristau |
|   | Title:                                  | President, Chief Financial Officer and Secretary |
|   |                                    |   |
|   |                                    |   |
|   |                                    |   |
|   |                                    |   |
|   | PLEDGEE                                 |
|   |                                    |
|   |                                    |
|   | WACHOVIA BANK, NATIONAL ASSOCIATION, as |
|   | Agent                                   |
|   |                                    |
|   |                                    |
|   | By:                                     | /s/ Laurence Forte |
|   | Name:                                   | Laurence Forte |
|   | Title:                                  | Managing Director |

 

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