Exhibit 10.41


	
 

	
 


	


	
 


	
U.S. Department of Justice  


	
 


	
United States Attorney  


	
Eastern District of New York 


	
 

	
 


	


	



	
 

	
 


	
 

	
One Pierrepont Plaza  


	
 

	
Brooklyn, New York 11201  


	
 

	
 


	
Mailing
Address: 

	
147 Pierrepont Street  


	
 

	
Brooklyn, New York 11201  


	
 

	
 


	
 

	
September 6, 2006 





Andrew
J. Ceresney, Esq.

Debevoise & Plimpton LLP 

919 Third Avenue 

New York, New York 10022


          Re:
Whitehall Jewellers, Inc. 


Dear
Mr. Ceresney:


          This
letter supplements the letter agreement between the United States Attorney’s
Office for the Eastern District of New York (the “Office”) and Whitehall
Jewellers, Inc. (“Whitehall”) dated September 28, 2004 (the “Original
Agreement”), which is attached hereto at Exhibit A and incorporated by
reference herein.


          In
the Original Agreement, Whitehall acknowledged that one or more of its former
officers and employees violated federal criminal law by conspiring with and
aiding and abetting Cosmopolitan Gem Inc. in a scheme to defraud its lender,
Capital Factors, Inc., and the Office agreed not to prosecute Whitehall these
crimes. Whitehall also agreed to implement a number of remedial and corrective
actions set forth in a letter dated September 28, 2004 (the “Letter”), which is
attached hereto at Exhibit B and incorporated by reference herein. The remedial
and corrective actions set forth in the Letter included a reduction of the
number of management directors on the Board of Directors and an increase of the
proportion of the Board members who are independent, outside directors.


          At
the time of the Original Agreement, Whitehall was a publicly-traded
corporation, the common stock of which traded on the New York Stock Exchange.
In or about June 2006, Prentice Capital Management, LP and Holtzman Opportunity
Fund, L.P., two private investment funds, completed their purchase of all
shares of Whitehall’s stock, and Whitehall’s shares are no longer publicly
traded.


          As
a result of the private acquisition of Whitehall,






2


the
Office and Whitehall agree to the following:


          1. In the
event that Whitehall’s stock is traded on any national exchange, Whitehall will
ensure that the Board of Directors meets the New York Stock Exchange (“NYSE”)
requirement that a majority of its Board membership be independent. Otherwise,
Whitehall agrees that its Board of Directors will have at least one independent
director.


          2. An
independent director will at all times serve as Chair of the Audit Committee.


	
 

	
 


	
Dated:

	
September
  6, 2006 


	
 

	
Brooklyn,
  New York








	
 

	
 

	
 


	
 

	
 

	
ROSLYNN
  R. MAUSKOPF


	
 

	
 

	
United
  States Attorney


	
 

	
 

	
Eastern
  District of New York


	
 

	
 

	
 


	
 

	By:

	
/s/ Scott B. Klugman


	
 

	
 

	



	
 

	
 

	
Scott
  B. Klugman


	
 

	
 

	
Assistant
  United States Attorney


	
 

	
 

	
 


	
 

	
 

	
 


	
 

	
 

	
/s/ Eric Komitee


	
 

	
 

	



	
 

	
 

	
Eric Komitee


	
 

	
 

	
Deputy Chief


	
 

	
 

	
Business
  & Securities Fraud Unit


	
 

	
 

	
 


	
/s/ Edward A. Dayoob 

	
 

	
 


	


	
 

	
 


	
EDWARD A. DAYOOB

	
 

	
 


	
Chief Executive Officer

	
 

	
 


	
Whitehall Jewellers, Inc.

	
 

	
 


	
 

	
 

	
 


	
/s/ Andrew J. Ceresney, Esq.
	
 

	
 


	


	
 

	
 


	
Andrew J. Ceresney, Esq.

	
 

	
 


	
Debevoise
  & Plimpton LLP

	
 

	
 


	
Counsel
  to Friedman’s Inc.