EXHIBIT 10.3

                                ADMENDMENT NO. 3
                                     TO THE
                             DEL LABORATORIES, INC.
                             EMPLOYEES PENSION PLAN



Del Laboratories, Inc (the "Plan Sponsor") wishes to amend the Del Laboratories,
Inc. Employees Pension Plan (the "Plan") (i) to freeze participation levels and
benefit accruals thereunder effective April 1, 2007 and (ii) to reduce the
minimum accrued benefit which may be involuntarily cashed out, in accordance
with Section 657 of the Economic Growth and Tax Relief Reconciliation Act of
2001, from $5,000 to $1,000, effective March 28, 2005.

Accordingly, the Plan is hereby amended as follows:

     1.   The Preamble to the Plan is hereby amended, effective April 1, 2007,
          by adding the following paragraph at the end thereof:

          "Effective April 1, 2007, the Plan is hereby amended to freeze the
          Accrued Benefits of Participants hereunder. Accordingly, on and after
          April 1, 2007: (i) no Employee will become eligible to participate in
          the Plan; and (ii) no Participant will accrue any additional benefits
          under the Plan. Notwithstanding the foregoing, Participants will
          continue to be credited with Years of Service for purposes of
          determining whether they qualify for (i) an Early Retirement benefit
          under Section 3.3 and/or (ii) a deferred pension benefit under Section
          5.1".

     2.   ARTICLE 2 of the Plan is hereby amended, effective April 1, 2007, by
          adding the following new Section 2.4 at the end thereof:

          " 2.4 EFFECT OF PLAN FREEZE. Notwithstanding anything contained herein
          to the contrary, no Employee shall become an Eligible Employee on or
          after April 1, 2007".

     3.   ARTICLE 3 of the Plan is hereby amended, effective April 1, 2007, by
          adding the following new Section 3.13 at the end thereof:

          " 3.13 EFFECT OF PLAN FREEZE. Notwithstanding anything contained
          herein to the contrary, in calculating a Participant's retirement
          benefits hereunder, Years of Service earned on and after April 1, 2007
          shall be disregarded".

     4.   Section 3.9(e)(ii) of the Plan is amended, effective March 28, 2005,
          to read as follows:



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          "In the case of any distribution (other than an automatic cash-out of
          one thousand dollars ($1,000) or less) which is to commence prior to
          the Participant's attainment of Normal Retirement Age, the
          Administrator shall notify the Participant of the Participant's right
          to defer the commencement of the distribution until the Participant's
          attainment of Normal Retirement Age."



IN WITNESS WHEREOF, the Plan sponsor has caused this Amendment to be duly
executed on its behalf, effective as provided above.



ATTEST/WITNESS:                            DEL LABORATORIES, INC.

By:________________________                By:____________________

Print Name:_________________               Name:  Shawn Smith

                                           Title:  Senior VP & General Counsel

                                           Date:___________________