DEL LABORATORIES INC
AMENDMENT #2 TO 401(K)
<DOCUMENT>
<TYPE>EX-10.7
<SEQUENCE>6
<FILENAME>exh10-7.txt
<DESCRIPTION>AMENDMENT #2 TO 401(K)
<TEXT>




                                 AMENDMENT NO. 2                    EXHIBIT 10.7
                                     TO THE
                             DEL LABORATORIES, INC.
                          EMPLOYEE 401(K) SAVINGS PLAN

           Del Laboratories, Inc. (the "Plan Sponsor") wishes to amend the Del
Laboratories, Inc. 401(k) Savings Plan (the "Plan") to permit loans to be taken
from the Plan, effective as of January 1, 2003.

           Accordingly, effective January 1, 2003, a new Article 14 is added to
the Plan to read as follows:

                                   ARTICLE 14

                              LOANS TO PARTICIPANTS


14.1 Upon application to the Plan Administrator, in writing or pursuant to a
voice response system or a website as prescribed by the Plan Administrator, a
Participant who is an active Employee shall be permitted to borrow from his
Accounts in accordance with criteria established by the Plan Administrator on a
uniform and nondiscriminatory basis. A Participant shall be permitted to have no
more than one loan outstanding at any time. Any such loan shall be evidenced by
a note, in such form as approved by the Plan Administrator.

14.2 The minimum amount that a Participant shall be permitted to borrow is
$1,000. The maximum amount that a Participant shall be permitted to borrow under
the Plan and any other plan of the Employer is the lesser of (i) 14.2 $50,000
(reduced by the highest outstanding loan balance of any prior Plan loan during
the one-year period ending on the day before the day the Plan loan is made), or
(ii) 50% of the Participant's vested balance in his Accounts.


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14.3 Each loan shall be repaid by the Participant through substantially equal
payroll deductions on a level amortization basis, commencing with the date of
the loan, over a period not exceeding 60 months; provided, however, that the
Plan Administrator may permit repayment of a loan over a period in excess of
five years when the loan is to be used to acquire any dwelling unit which,
within a reasonable time, is to be used as a primary residence of the
Participant.

14.4 Interest on loans shall be charged at a commercially reasonable rate, as
determined by the Plan Administrator on a uniform and nondiscriminatory basis.
Such interest rate shall remain fixed for the term of the loan. A Participant
may prepay the entire balance of his Plan loan at any time without penalty.

14.5 No distribution pursuant to Article 4 or withdrawal pursuant to Article 11
(other than Section 11.1 therein) shall be made until the outstanding balance of
any loan, including interest thereon, is repaid in full, or until a default
thereon has occurred.


14.6 If a loan is in default, the Plan Administrator may liquidate all or any
portion of the Participant's Account serving as collateral for the loan as may
be necessary to discharge the Participant's obligation under the loan agreement
before any amounts are paid to or on behalf of such Participant. In no event
shall any such liquidation occur prior to the time the Participant is entitled
to a distribution under Article 4. Any of the following events shall be
considered an event of default: (i) death or disability (within the meaning of
Section 4.3) of the Participant; (ii) termination of the Plan; (iii) termination
of employment by the Participant for any reason; or (iv) failure to make any
required payment of loan principal or interest.

14.7 All loans granted under this Article 14 shall be made and administered in a
uniform and nondiscriminatory manner in accordance with written loan procedures
established by the Plan Administrator. To the extent required by law and under
such rules as the Plan Administrator shall adopt, loans shall be made available
on a reasonably equivalent basis to any beneficiary or former Employee (i) who
maintains a balance in one or more of his Accounts, and (ii) who is a
party-in-interest (within the meaning of ERISA) with respect to the Plan.

14.8 The Plan Administrator may amend the terms of, or discontinue, the loan
program described in this Article 14, or restrict or suspend the making of loans
hereunder, as it deems appropriate.


           IN WITNESS WHEREOF, the Plan Sponsor has caused this Amendment to be
duly executed under seal on its behalf, effective as specified herein.

                                         DEL LABORATORIES, INC.


                                         By: s/ Gene L. Wexler
                                         ---------------------
                                         Print Name: Gene L. Wexler
                                         Title: Vice President, General Counsel
                                                and Secretary

                                          Date: January 1, 2003





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