EXHIBIT 10.2

                                 AMENDMENT NO. 1
                                       TO
                EMPLOYMENT AGREEMENT DATED AS OF JANUARY 27, 2005
                                     BETWEEN
                                DLI HOLDING CORP.
                                       AND
                               CHARLES J. HINKATY

This AMENDMENT TO EMPLOYMENT AGREEMENT, dated as of August 19, 2005, between DLI
HOLDING CORP., a Delaware corporation (the "Company") and Charles J. Hinkaty
("Executive").

      WHEREAS, the Company and the Executive entered into an employment
agreement, dated as of January 27, 2005 (the "Employment Agreement"); and

      WHEREAS, the parties wish to amend the Employment Agreement as set forth
herein.

      NOW, THEREFORE, the parties agree as follows (capitalized terms used and
not defined herein shall have the meanings set forth in the Employment
Agreement).

      1. Section 2(a) of the Employment Agreement shall be amended to read as
follows:

                  TITLES AND DUTIES. During the Employment Period, Executive
            shall serve as President and Chief Executive Officer of the Company
            and Target, and in such other position or positions with the Company
            or any of its subsidiaries consistent with the foregoing as the
            Board of Directors of the Company (the "BOARD") may from time to
            time specify. During the Employment Period, Executive shall report
            directly to Board and shall have the duties, responsibilities and
            obligations customarily assigned to individuals serving in the
            position or positions in which Executive serves hereunder and such
            other duties, responsibilities and obligations consistent with such
            positions as the Board may from time to time specify. Executive
            shall devote all of his business time to the services required of
            him hereunder, except for authorized vacation time and reasonable
            periods of absence due to sickness, personal injury or other
            disability, and shall use good faith efforts to perform the duties
            of his employment to the best of his ability, PROVIDED that
            Executive may devote reasonable time to the participation in other
            businesses or to act as a director of any other profit or nonprofit
            corporation, so long as such activities are not competitive with,
            and are not conducted with or for, directly or indirectly, any
            entity
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            that is in competition with, the businesses of the Company or any of
            its subsidiaries or any prospective businesses that the Company or
            any of its subsidiaries is actively considering and such activities
            do not interfere to any significant extent with Executive's
            performance of his duties as a full-time executive of the Company or
            any of its subsidiaries. Executive represents that his employment
            hereunder and compliance by him with the terms and conditions of
            this Agreement will not conflict with or result in the breach of any
            other agreement to which he is a party or by which he may be bound.

      2. All other provisions of the Employment Agreement shall remain in full
force and effect and shall not be deemed amended hereby.

            IN WITNESS WHEREOF, the Company has caused this Agreement to be
executed by its duly authorized officer and Executive has hereunto set his hand
as of the date and year first above written.

                                              DLI HOLDING CORP.


                                              By:
                                                 -------------------------------
                                                 Name: Enzo Vialardi
                                                 Title: Executive Vice President
                                                        and CFO


                                                 -------------------------------
                                                 Charles J. Hinkaty