EXHIBIT 10.45






March 13, 2007


Ms. Shawn Smith
31 Fremont Street
Harrison, NY 10528


Dear Shawn,

This letter will serve to confirm our understanding that in the event that (a)
your employment is terminated by Del or any successor to Del for reasons other
than Cause (as defined below), or (b) you terminate your employment with Good
Reason (as defined below), you will be entitled to receive, promptly upon the
termination of your employment:

     1.   Unpaid base compensation earned or accrued through the date of
          termination.
     2.   Payment for accrued but unused vacation time through the date of
          termination.
     3.   Severance payments in an amount equal to one year of your base salary
          in effect at the time of termination, payable in 12 equal monthly
          installments, as well as continued health insurance coverage for you
          and your eligible dependents for a period of 12 months, on the same
          terms (including costs) as in effect prior to your termination.
          Provided, however, if you should accept other employment during this
          12-month period and become covered by the health insurance plan of
          such other employer, you will notify Del and your health insurance
          continuation hereunder shall cease upon your obtaining such other
          coverage.
     4.   Reimbursement for reasonable, documented out-of-pocket business
          expenses properly incurred but not yet reimbursed by the Del.
     5.   Any other compensation and benefits that are vested or to which you
          may be otherwise entitled pursuant to any plan, policy, practice or
          program of Del.

Upon the termination of your employment, you will not be required to mitigate
(by seeking other employment or self-employment) any amounts payable to you
hereunder. In addition, you will not be required to set off against severance
payments hereunder, any compensation for other employment or consultancy, or
unemployment benefits received while you are receiving severance payments.



<PAGE>

Ms. Shawn Smith
March 13, 2007
Page 2

For purposes of this Agreement, "Cause" shall be defined as (i) willful refusal
or willful neglect to perform substantially your employment-related duties; (ii)
willful gross misconduct or willful material breach of fiduciary duty, each in
connection with your employment with Del; (iii) conviction of a crime
constituting a felony (or crime or offense of equivalent magnitude in any
jurisdiction) or personal dishonesty or a willful violation of any law, in each
case which causes material financial or reputational harm to Del; or (iv)
material breach of any written covenant or agreement with Del or any of its
subsidiaries or affiliates not to disclose any information pertaining to Del or
any such subsidiary or affiliate.

For purposes of this Agreement, "Good Reason" shall mean (i) any material and
adverse diminution in your position, reporting relationships, responsibilities
or authority as Senior Vice President and General Counsel, or assignment of
duties materially inconsistent with your position; (ii) any requirement that you
be principally based at a location outside of the New York City metropolitan
area; or (iii) any failure of a successor on a change in control of Del to
assume this Agreement.

In consideration of the foregoing, you hereby agree that in the event of a
termination of your employment that triggers the payment obligations set forth
above, during the 12-month period in which you are receiving severance payments
hereunder, you will not become associated as a principal, partner, employee,
consultant or shareholder (other than as a holder of not in excess of 1% of the
outstanding voting shares of any publicly-traded company) that is actively
engaged in any business that is competitive with those of the Company or any of
its subsidiaries as in effect on the date of termination of employment.

Please indicate your consent to the foregoing by signing this letter below.

Very truly yours,



Charles J. Hinkaty



AGREED AND ACCEPTED:



----------------------------
Shawn A. Smith