AMENDMENT NO. 2 TO CONSULTING AGREEMENT

Exhibit 10.9

AMENDMENT NO. 2 TO CONSULTING AGREEMENT

AMENDMENT NO. 2 to CONSULTING AGREEMENT, dated as of April 5, 2007, to be effective as of March 16, 2007 (“Amendment No. 2 ”), by and between Lenox Group Inc., with principal offices at One Village Place, 6436 City West Parkway, Eden Prairie, MN 55344 (“LGI” or the “Company”) and Carl Marks Advisory Group LLC, with principal offices at 900 Third Avenue, New York, NY 10022 (“CMAG” or “ Consultant”).

WHEREAS, LGI and CMAG have heretofore entered into a Consulting Agreement dated January 4, 2007, as amended by Amendment No. 1 dated January 12, 2007, pursuant to which CMAG has been rendering management consulting services (as so amended, the “Consulting Agreement”);

WHEREAS, CMAG has substantially completed the tasks set forth in the Consulting Agreement described as “Phase 1” therein;

WHEREAS, LGI now desires to engage the financial and management consulting services of CMAG under “Phase II” to assist LGI in the implementation of the restructuring business plan and recommendations produced during Phase I; and

WHEREAS, CMAG has agreed to provide such financial and management consulting services subject to the terms and conditions set forth in the Consulting Agreement, as modified by the terms and conditions of this Amendment No. 2.

NOW, THEREFORE, in consideration of the above premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

Section 2 (captioned “Scope”) of the Consulting Agreement is hereby amended to replace the last two paragraphs pertaining to Phase 2 thereof to read as follows:

“Phase 2: CMAG will lead, and assist LGI and its personnel in, the implementation of the restructuring business plan and other Phase 1 recommendations, as approved by the Board of Directors on March 13, 2007 (collectively, as may be amended from time to time by the Board of Directors with the input of CMAG, the “Approved Plan”), with Marc L. Pfefferle continuing on a substantially full-time basis as the interim Chief Executive Officer. CMAG will provide the necessary manpower as follows, and as approved by the Board of Directors, to successfully implement the Approved Plan. Each CMAG associates’ individual tenure may be adjusted by mutual agreement of CMAG and LGI upon 30 days’ written advance notice, as improvement projects are completed and as associated overall workload is reduced.

“Managing Director Bret Rattray will act initially as interim manager and subsequently will assist LGI management to implement the business plan and process improvements at Lenox Brands;

“Managing Director Walt Denekas will assist LGI management to implement financial and business process improvements and departmental consolidations;

“Managing Director Ed Spinelli will serve as interim manager for manufacturing and assist LGI management to implement supply chain improvements, including the consolidation of the Company’s Rogers, MD distribution center into its Hagerstown, MD) facility;

“Managing Director John Given will assist LGI management to implement product sourcing improvements;

“Managing Director Don Stires will assist LGI management to implement operational and financial improvements at Department 56; and

“Managing Director Tyler Montague will assist LGI management to implement the management information systems consolidations and upgrades.

“CMAG will provide update reports to the Board of Directors as reasonably requested.”

Section 4 (captioned “Compensation”) of the Consulting Agreement is hereby amended as follows:

(a)       To replace the paragraph with respect to compensation to be paid during Phase 2 to read as follows:

“Phase 2: LGI shall pay CMAG for its consulting services a fixed fee of (i) $90,000 per monthly period for Marc L. Pfefferle as interim Chief Executive Officer and (ii) $50,000 per monthly period for each CMAG associate as required to perform the services as outlined in Section 2, or pro rata amount for any agreed adjusted service in accordance with Section 2 (as amended by Amendment No. 2 to this Agreement). LGI shall pay the fixed monthly fee to CMAG in advance, one half on each of the first and fifteenth day of each monthly period in which consulting services are to be provided.”

(b)      To replace the last paragraph (with respect to compensation to be paid as a “Success Fee”) to read as follows:

“In addition, CMAG shall be entitled to the following success fees (“Success Fees” as defined below) that shall be paid in cash and earned in full when each Success Fee target (the “Target”) has been achieved:

“CMAG shall earn and be paid a Success Fee of up to $2 million in aggregate upon the achievement of the following Targets and operational objectives based upon the Approved Plan, which Targets are independently established and the achievement of each is independent of the achievement of the others. In the event of a “Change in Control” (as defined in the Company’s 2004 Stock Incentive Plan) of the Company in 2007 prior to the achievement of all of the Targets, then any portion of the Success Fee not yet paid at the time of such Change in Control will be deemed to be earned and payable immediately upon the closing of such Change in Control. The percentage of the total dollar Success Fee earned for each Target is stated below:

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Except as specifically modified in this Amendment No. 2, the Consulting Agreement as heretofore amended shall continue in full force and effect and, as modified herein, shall be binding in all respects on the parties hereto.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective officers thereunto duly authorized, as of the date first written above.

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