**Exhibit10.6**

EXECUTED VERSION

**SECONDAMENDED AND RESTATED STOCK PLEDGE AGREEMENT**

THIS SECOND AMENDED ANDRESTATED STOCK PLEDGE AGREEMENT (this “Agreement”), dated as of August 22,2007, is entered into by and between LERNER NEW YORK HOLDING, INC., a Delawarecorporation (“Pledgor”), and WACHOVIA BANK, NATIONAL ASSOCIATION, anational banking association, in its capacity as agent (in such capacity, “Pledgee”)for the Lenders (as hereinafter defined) and Bank Product Providers (as definedin the Loan Agreement).

RECITALS

WHEREAS, Pledgor and Pledgeeentered into the Amended and Restated Stock Pledge Agreement, dated as of March16, 2004, as in effect on the date hereof (the “Existing Pledge Agreement”) and the other agreements,documents and instruments executed or delivered in connection therewith asheretofore amended (the “Existing Financing Agreements”).

WHEREAS, Pledgor owns onehundred percent (100%) of the issued and outstanding Capital Stock (as definedin the Loan Agreement) of Lerner New York, Inc., Lerner, Inc. and NevadaReceivable Factoring, Inc. (each a “Company” and collectively, the “Companies”),and may from time to time in the future, subject to the terms and conditionsset forth in the Financing Agreements, acquire one or more additional Subsidiaries(as defined in the Loan Agreement) (“Future Subsidiaries”).

WHEREAS, theCompany, Jasmine Company, Inc., and Lernco, Inc. (each individually a “Borrower”and collectively “Borrowers”), Pledgee and the persons from time to time partyto the Loan Agreement (as hereinafter defined) as lenders (collectively, “Lenders”),have amended and restated or are about to amend and restate the existingfinancing arrangements of Pledgee, Lenders, Borrowers and Guarantors pursuantto which Lenders (or Pledgee on behalf of Lenders) may make loans and advancesand provide other financial accommodations to Borrowers as set forth in theSecond Amended and Restated Loan and Security Agreement, dated as of the datehereof, by and among Pledgee, Lenders, Borrowers and Guarantors (as the samenow exists or may hereafter be amended, modified, supplemented, extended,renewed, restated or replaced, the “Loan Agreement”) and otheragreements, documents and instruments referred to therein or at any timeexecuted and/or delivered in connection therewith or related thereto,including, but not limited to, this Agreement (all of the foregoing, togetherwith the Loan Agreement, as the same now exist or may hereafter be amended,modified, supplemented, extended, renewed, restated or replaced, beingcollectively referred to herein as the “Financing Agreements”).

WHEREAS, Pledgor desires topledge to Pledgee, for its benefit and the ratable benefit of the Lenders andBank Product Providers (as defined in the Loan Agreement), a continuingsecurity interest in all of the Capital Stock of the Companies, any and all ofthe Future Subsidiaries organized under the laws of any jurisdiction within theUnited States of America (“Domestic Future Subsidiaries”) and 65% of theCapital Stock of all Future Subsidiaries organized under the laws of anyjurisdiction outside of the United States of America (“Foreign FutureSubsidiaries”), in each case as collateral security for the Obligations (asdefined below).

----

WHEREAS, in order to inducePledgee and the Lenders to enter into the Loan Agreement, Pledgor and Pledgeedesire to amend and restate the Existing Pledge Agreement in its entirety asset forth herein.

AGREEMENT

NOW, THEREFORE, inconsideration of the foregoing facts the parties hereto agree as follows:

# 1.             Pledge.  Pledgor hereby delivers, pledges and grants acontinuing security interest to Pledgee, for Pledgor’s benefit and the ratablebenefit of the Lenders and the Bank Product Providers, in all of the CapitalStock of each Company, all of the Capital Stock of each Domestic FutureSubsidiary and 65% of the Capital Stock of each Foreign Future Subsidiary,whether now or hereafter owned or beneficially owned by Pledgor, together withall proceeds, replacements, substitutions, newly issued stock, stock receivedby reason of a stock split, bonus or any other form of issue, dividend ordistribution with respect to or arising from such stock (collectively, the “Collateral”).  Pledgor shall forthwith deliver to Pledgeethe Collateral together with stock powers in form and substance satisfactory toPledgee duly executed in blank, with signatures guaranteed, regarding theCollateral.  Pledgor hereby authorizesPledgee and its agents and attorneys to file any and all UCC financingstatements and amendments thereto deemed desirable by Pledgee to perfect orevidence the security interest in the Collateral granted hereunder.

# 2.             ObligationsSecured.  The pledge and securityinterest effectuated hereby shall secure all of Pledgor’s obligations toPledgee and/or the Lenders, which obligations shall consist of all debts,obligations and liabilities of Pledgor to Pledgee and/or the Lenders under anyFinancing Agreement by which Pledgor is bound, including, without limitation,all obligations that are included in the definition of “Obligations” under theLoan Agreement (collectively, the “Obligations”).

# 3.             RepresentationsAnd Warranties Regarding The Collateral. Pledgor represents and warrants that: (a) all of the shares of stock described in Paragraph 1 hereof are fullypaid, non-assessable and validly issued; (b) the Collateral was not issued inviolation of any person’s or entity’s preemptive rights; (c) the Collateral isowned free and clear of any and all security interests, pledges, options topurchase or sell, redemptions or liens, other than the liens in favor ofPledgee; (d) Pledgor has full power to convey the Collateral; (e) no financingstatements covering the Collateral are recorded with any cognizant stateofficial or recording office (other than in favor of Pledgee, for itself andthe ratable benefit of the Lenders and Bank Product Providers); and (f) theCollateral is free and clear of any claims, security interests or liens otherthan those in favor of Pledgee.

# 4.             Covenants.  Pledgor will not permit any Company to (i)authorize the amendment of or amend its articles of organization, operatingagreement or other organizational documents to provide that its Capital Stockis governed by Article 8 of the Code, or (ii) authorize the issuance of orissue certificates evidencing its Capital Stock.

# 5.             Events OfDefault.  For purposes herein, “Eventof Default” shall mean any “Event of Default” as defined under the LoanAgreement.  Pledgor hereby appointsPledgee as 

2

----

# itsattorney-in-fact to arrange, upon the occurrence and during the continuance ofan Event of Default, for a transfer of the Collateral on the books of anyCompany or Future Subsidiary, as applicable, to the name of Pledgee or to thename of Pledgee’s nominee.

# 6.             Voting Rights.  During the term of this Agreement, so long asthere shall not occur any Event of Default, Pledgor shall have the right tovote the Collateral on all corporate questions for all purposes notinconsistent with the terms of this Agreement. Upon the occurrence and during the continuance of an Event of Default,Pledgee shall thereafter have, at its discretion, the option to exercise allvoting powers and other corporate rights pertaining to the Collateral.  Pledgee may, upon or at any time after theoccurrence of an Event of Default, at its option, transfer or register theCollateral or any part thereof into its own or its nominee’s name.

# 7.             StockAdjustments And Dividends.  If duringthe term of this Agreement, any stock dividend, reclassification, readjustmentor other change is declared or made in the capital structure of any Company orFuture Subsidiary or any option included within the Collateral is exercised, orboth, all new, substituted and additional shares, or other securities, issuedto Pledgor by reason of any such change or exercise shall be delivered to andheld by Pledgee under the terms of this Agreement in the same manner as theCollateral originally pledged hereunder. During the term of this Agreement and so long as there shall not haveoccurred an Event of Default, Pledgor shall have the right to receive anydividend or other distribution (other than dividends or distributions of stock)made on account of the Collateral; provided, however, that uponthe occurrence of an Event of Default, unless otherwise permitted under theterms of the Loan Agreement or the Intercompany Subordination Agreement (asdefined in the Loan Agreement) Pledgor shall immediately deliver all suchdividends or other distributions to Pledgee in the same form received (exceptthat dividends received in cash shall be remitted to the Blocked Account) andin the same manner as the Collateral pledged hereunder.

# 8.             Warrants AndRights.  If during the term of thisAgreement, subscription warrants or any other rights or options shall be issuedin connection with the Collateral, such warrants, rights and options shall beimmediately assigned by Pledgor to Pledgee to be held under the terms of thisAgreement in the same manner as the Collateral originally pledged hereunder.

# 9.             Remedies UponDefault.  In addition to the otherremedies provided for herein, in the Loan Agreement or otherwise availableunder applicable law, upon the occurrence and during the continuance of anEvent of Default:

## (a)           Pledgeemay:

### (i)            exercisein respect to the Collateral, any one or more of the rights and remediesavailable under the New York Uniform Commercial Code and other applicable law;and

### (ii)           sellor otherwise assign, give an option or options to purchase or dispose of anddeliver the Collateral (or contract to do so), or any part thereof, in one ormore parcels at public or private sale or sales, at any exchange, broker’sboard or at any of Pledgee’s offices or elsewhere upon such terms andconditions as it may deem advisable and at such 

3

----

### prices as it may deem best, for cash, on credit or for future deliverywithout assumption of any credit risk, free of any claim or right of whatsoeverkind (including any right or equity of redemption) of Pledgor, which claim,right and equity are hereby expressly waived and released.  Pledgee or any Lender shall have the right tothe extent permitted by applicable law, upon any such sale or sales, public orprivate, to purchase the whole or any part of the Collateral so sold; provided,however, Pledgor shall not receive any net proceeds, if any, of any suchcredit sale or future delivery until cash proceeds are actually received byPledgee (which cash proceeds shall be applied by Pledgee to the Obligations)and after all Obligations have been paid in full.  In case of any sale of all or any part of theCollateral on credit or for future delivery, the Collateral so sold may beretained by Pledgee until the selling price is paid by the purchaser thereof,but Pledgee shall incur no liability in case of the failure of such purchaserto pay for the Collateral so sold and, in case of such failure, the Collateralmay again be sold as herein provided.

## (b)           Anynotice required to be given by Pledgee of a sale of the Collateral, or any partthereof, or of any other intended action by Pledgee, which occurs not less thanfive (5) days prior to such proposed action, shall constitute commerciallyreasonable and fair notice to Pledgor thereof. If, after the occurrence of an Event of Default, a statement renouncingor modifying any right to notification of sale or other intended dispositionhas been signed by Pledgor, during the continuance of such Event of Default, nosuch notification need be given to Pledgor.

## (c)           Pledgeeshall not be obligated to make any sale or other disposition of the Collateral,or any part thereof unless the terms thereof shall, in its sole discretion, besatisfactory to it.  Pledgee may, if itdeems it reasonable, postpone or adjourn the sale of any of the Collateral, orany part thereof, from time to time by an announcement at the time and place ofsuch sale or by announcement at the time and place of such postponed oradjourned sale, without being required to give a new notice of sale.  Pledgor agrees that Pledgee has noobligations to preserve rights against prior parties to the Collateral.

## (d)           Pledgoracknowledges and agrees that Pledgee may comply with limitations orrestrictions in connection with any sale of the Collateral in order to avoidany violation of applicable law or in order to obtain any required approval ofthe sale or of the purchase thereof by any governmental regulatory authority orofficial and, without limiting the generality of the foregoing, Pledgoracknowledges and agrees that Pledgee may be unable to effect a public sale ofany or all the Collateral by reason of certain prohibitions contained in thefederal securities laws and applicable state securities laws, but may becompelled to resort to one or more private sales thereof to a restricted groupof purchasers who will be obliged to agree, among other things, to acquire suchsecurities for their own account for investment and not with a view to thedistribution or resale thereof.  Pledgoracknowledges and agrees that any such private sale may result in prices andother terms less favorable to the seller than if such sale were a publicsale.  Notwithstanding any suchcircumstances, Pledgor acknowledges and agrees that such compliance shall notresult in any such private sale for such reason alone being deemed 

4

----

## to have been made in a commerciallyunreasonable manner.  Pledgee shall notbe liable or accountable to Pledgor for any discount allowed by reason of thefact that the Collateral is sold in compliance with any such limitation orrestriction.  Pledgee shall not be underany obligation to delay a sale of any of the Collateral for the period of timenecessary to permit the issuer of such securities to register such securitiesfor public sale under the federal securities laws, or under applicable statesecurities laws, even if the issuer desires, requests or would agree to do so.

## (e)           Anycash held by Pledgee as Collateral and all cash proceeds received by Pledgee inrespect of any sale of, collection from, or other realization upon all or anypart of the Collateral may, in the discretion of Pledgee, be held by Pledgee asCollateral for the Obligations and/or then or at any time thereafter applied,without any marshalling of rights, remedies or assets, and after payment of anyamounts payable to Pledgee or any Lender hereunder and, after deducting allreasonable costs and expenses of every kind in connection with the care,safekeeping, collection, sale, delivery or otherwise of any or all of theCollateral or in any way relating to the rights of Pledgee hereunder (includingattorneys’ fees and disbursements), to the payment of reduction of theObligations.  Any surplus of such cash orcash proceeds held by Pledgee and remaining after payment in full of all theObligations shall be paid over to Pledgor or to whomsoever may be lawfullyentitled to receive such surplus.

# 10.           Successors AndAssigns.  This Agreement shall bebinding upon and inure to the benefit of Pledgor, Pledgee, and their respectivesuccessors and assigns.  This Agreementmay be sold, assigned and transferred by Pledgee, whether in accordance withthe Loan Agreement or otherwise, to another person, firm, association orcorporation, including, without limitation, any lender for whom Pledgee isacting as agent.

# 11.           Applicable Law.  This Agreement shall be governed by andconstrued under the internal laws of the State of New York but excluding anyprinciples of conflicts of law or other rule of law that would cause theapplication of the law of any jurisdiction other than the laws of the State ofNew York.  Whenever possible, eachprovision of this Agreement shall be interpreted in such manner as to beeffective and valid under applicable law, but, if any provision of thisAgreement shall be held to be prohibited or invalid under applicable law, suchprovision shall be ineffective only to the extent of such prohibition orinvalidity, without invalidating the remainder of such provision or theremaining provisions of this Agreement.

# 12.           FurtherAssurances.  Pledgor covenants andagrees that:  (a) it will execute anddeliver, or cause to be executed and delivered, all such other stock powers,proxies, instruments and documents as Pledgee may reasonably request from timeto time in order to perfect and protect the security interests granted orpurported to be granted hereunder (including without limitation thesecurity interest granted in any Capital Stock of any Future Subsidiary) orotherwise to carry out the provisions and purposes hereof, (b) it will take allsuch other action, as Pledgee may reasonably request from time to time in orderto perfect and protect the security interests granted or purported to begranted hereunder (including without limitation the security interest grantedin any Capital Stock of any Future Subsidiary) or otherwise to carry out theprovisions and purposes hereof; (c) the Collateral will remain free and clearof all security interests and liens throughout the term hereof, and (d) it willforward to Pledgee, immediately 

5

----

# upon receipt,copies of any information or documents received by Pledgor in connection withthe Collateral.  For purposes of definingsecurity interest perfection, Pledgor further agrees that any Collateral whichis in transit to Pledgee shall be deemed to be in Pledgee’s possession.  Pledgor warrants and represents that none ofthe Collateral constitutes margin securities for the purposes of Regulations T,U or X, and also warrants and represents that none of the proceeds of any loansmade by Pledgee or the Lenders to Pledgor will be used to purchase or carry anymargin stock.

# 13.           IntegratedAgreement.  Except as otherwiseprovided in the Loan Agreement, this Agreement sets forth the entireunderstanding of the parties with respect to the within matters, and may not bemodified except by a writing signed by all parties.

# 14.           Incorporation ByReference.  All of the terms andconditions, including, without limitation, the warranties, representations,covenants, agreements and default provisions, of the Loan Agreement areincorporated herein by this reference.

# 15.           Counterparts.  This Agreement may be executed in one or morecounterparts, each of which shall be deemed an original, but all of whichtogether shall constitute one and the same instrument and agreement.

# 16.           Section Headings.  The section headings herein are forconvenience of reference only, and shall not affect in any way theinterpretation of any of the provisions hereof.

# 17.           Release.  At such time as Pledgor shall completelysatisfy all of the non-contingent Obligations, and the Financing Agreementshave been terminated, other than upon enforcement of Pledgee’s remedies underthe Financing Agreements after an Event of Default, (i) Pledgee will executeand deliver to Pledgor a release or other instrument as may be necessary orproper to release Pledgor’s lien in the Collateral and return to Pledgor allstock certificates and stock powers relating to this Agreement which are in itspossession, subject to any dispositions thereof which may have been made byPledgee pursuant hereto and (ii) this Agreement will terminate along with suchother Financing Agreements as provided for in the Loan Agreement.

# 18.           Acknowledgmentand Restatement.

## (a)           Pledgor herebyacknowledges, confirms and agrees that Pledgor is indebted to Pledgeeand Lenders in respect of any obligations, liabilities or indebtedness forloans, advances and letter of credit accommodations to Pledgee under theExisting Loan Agreement, the Existing Security Agreement or the other ExistingFinancing Agreements, together with all interest accrued and accruing thereon,and all fees, costs, expenses and other charges relating thereto, all of whichare unconditionally owing by Pledgor to Pledgee without offset, defense, orcounterclaim of any kind, nature or description whatsoever. Pledgor herebyratifies, assents, adopts and agrees to pay all of the Obligations arising before,on or after the date hereof.

## (b)           Pledgorhereby acknowledges, confirms and agrees that Pledgee has and shall continue tohave, for itself and the benefit of Lenders, valid, enforceable and perfectedfirst priority security interests in and liens upon all of the Collateralheretofore granted to Pledgee pursuant to the Existing Security Agreement tosecure all 

6

----

## of the Obligations subject only to lienspermitted under the Loan Agreement and the other Financing Agreements.

## (c)           Pledgorhereby acknowledges, confirms and agrees that: (i) the Existing SecurityAgreement has been duly executed and delivered by Pledgor and is in full forceand effect as of the date hereof; (ii) the agreements and obligations ofPledgor contained in the Existing Security Agreement constitute legal, validand binding obligations of Pledgor enforceable against it in accordance withthe terms thereof, and Pledgor has no valid defense, offset or counterclaim tothe enforcement of such obligations; and (iii) Pledgee and Lenders are entitledto all of the rights, remedies and benefits provided for in the ExistingSecurity Agreement.

## (d)           Exceptas otherwise stated in Section 18(b) hereof and in this Section 18(d), as ofthe date hereof, the terms, conditions, agreements, covenants, representationsand warranties set forth in the Existing Security Agreement are hereby amendedand restated in their entirety, and as so amended and restated, are replacedand superseded by the terms, conditions agreements, covenants, representationsand warranties set forth in this Agreement, except that nothing herein shallimpair or adversely affect the continuation of the liability of Pledgor for theobligations or the security interests and liens heretofore granted, pledged orassigned to Pledgee for itself and the benefit of Lenders.  The amendment and restatement containedherein shall not, in any manner, be construed to constitute payment of, orimpair, limit, cancel or extinguish, or constitute a novation in respect of,the indebtedness and other obligations and liabilities of Pledgor evidenced byor arising under the Existing Security Agreement and any of the other ExistingFinancing Agreements to which Pledgor is a party, and the liens and securityinterests securing such indebtedness and other obligations and liabilitiesshall not in any manner be impaired, limited, terminated, waived or released.

##  

## [REMAINDER OF THIS PAGE INTENTIONALLY LEFTBLANK]

7

----

IN WITNESS WHEREOF, this Agreement is executed as of the date firstwritten above.
|   |   | “Pledgor”             |                                             |
|--------|--------|---------------------------------|--------------------------------------------------|
|   |   |                            |                                             |   |
|   |   | Lerner New York Holding,  Inc., |                                             |
|   |   | a Delaware corporation          |                                             |
|   |   |                            |                                             |   |
|   |   |                            |                                             |   |
|   |   | By:                             | /s/ Ronald W. Ristau                             |   |
|   |   | Name:                           | Ronald W. Ristau                                 |   |
|   |   | Title:                          | President, Chief Financial Officer and Secretary |   |
|   |   |                            |                                             |   |
|   |   |                            |                                             |   |
|   |   | “Pledgee”             |                                             |
|   |   |                            |                                             |
|   |   | WACHOVIA BANK, NATIONAL         |                                             |
|   |   | ASSOCIATION,as Agent            |                                             |
|   |   |                            |                                             |
|   |   |                            |                                             |
|   |   | By:                             | /s/ Laurence Forte                               |   |
|   |   | Name:                           | Laurence Forte                                   |   |
|   |   | Title:                          | Managing Director                                |   |
|        |        |                                 |                                                  |  |  |

 

8

----