Exhibit 10.57


    
      

    


    CME
      DEVELOPMENT CORPORATION

    Aldwych
      House

    81
      Aldwych

    London
      WC2B 4HN

    United
      Kingdom

    


    July
      28,
      2006

    


    Michael
      N. Garin

    49
      Moore
      Road

    Bronxville,
      NY 10708

    


    Re:
      Amendment
      of Employment Agreement

     

    Dear
      Michael:

    


    This
      letter, when countersigned by you, will amend certain terms of your employment
      agreement dated March 30, 2004 (the "Agreement") with CME Development
      Corporation (the "Company"). Capitalized terms used in this letter shall have
      the meanings set forth in the Agreement. 

    


    The
      Agreement is hereby amended as follows:

    


    A.    Paragraph
      1 of the Agreement is hereby deleted, and the following is substituted in its
      place:

    


    Your
      employment with the Company will be for a term commencing February 2, 2004
      and
      ending January 31, 2010 (subject to earlier termination in accordance with
      paragraph 8 hereof), unless extended by a written agreement signed by you and
      the Company.

    


    B.    The
      second sentence of paragraph 2 of the Agreement is hereby deleted, and the
      following is substituted in its place:

    


    Your
      annual base salary for your duties performed in the United States will be
      $485,000 and your annual base salary for your duties performed in the United
      Kingdom will be $140,000 through the period ending January 31, 2008; and
      commencing February 1, 2008 through January 31, 2010, your annual base
      salary for your duties performed in the United States will be $582,000 and
      your
      annual base salary for your duties performed in the United Kingdom will be
      $168,000, all of the foregoing payable in accordance with the Company's payroll
      practices.


    
      
        
        

      

      
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    C.    The
      penultimate sentence of paragraph 4 of the Agreement is hereby deleted, and
      the
      following is substituted in its place:

    


    The
      Company recognizes that you currently serve as a director of American Media
      and
      MortgageIT and that, subject to the next following sentence, you may serve
      as a
      director of up to three companies.

    


    D.    The
      paragraph reference in the last sentence of paragraph 4 of the Agreement is
      hereby modified to reference paragraph 7.

    


    E.    Paragraph
      5 of the Agreement is hereby deleted, and the following is substituted in its
      place:

    


    While
      you
      are employed by the Company, you will be eligible to receive an annual incentive
      bonus with a targeted amount equal to your combined annual base salary for
      your
      duties performed in the United States of America and in the United Kingdom,
      as
      described in this paragraph 5. One-half of any such annual incentive bonus
      shall
      be based upon achievement of reasonable quantitative performance criteria
      established by the Board and one-half of any such bonus shall be based upon
      subjective criteria established by the Board.

    


    F.    A
      further
      proviso is added to the last sentence of paragraph 6 of the Agreement as
      follows:

    


    ;
      and
provided
      further, however, that
      such
      travel expenses also may include reasonable and appropriate travel expenses
      incurred for your companion (or spouse, if you are married) accompanying you
      on
      business travel on behalf of the Company.

    


    G.    The
      reference to paragraph 9 contained in paragraph 7 of the Agreement is hereby
      modified to reference paragraph 10.

    


    H.    Paragraph
      8 of the Agreement is deleted, and the following is substituted in its
      place:

     

    
      
        
        

      

      
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    You
      may
      terminate your employment hereunder upon at least ninety days’ prior written
      notice to the Company, and you will not be entitled to any additional
      compensation, severance, termination pay, salary continuation or similar
      compensation or benefits upon or after such termination of employment. In
      addition, if your employment is terminated due to your death or disability
      (as
      determined in the good faith judgment of the Board), due to the expiration
      of
      the employment term set forth in paragraph 1 hereof, or as a result of a
      Termination for Cause (as hereinafter defined), you will not be entitled to
      any
      additional compensation, severance, termination pay, salary continuation or
      similar compensation, or benefits upon or after any such termination of
      employment (other than those benefits specified in paragraph 9 below in the
      case of a termination due to expiration of the term of employment). If the
      Company terminates your employment, other than due to Termination for Cause,
      and
      not because of your death or disability (as determined in the good faith
      judgment of the Board) and not due to expiration of the employment term set
      forth in paragraph 1 hereof (or if you terminate your employment other than
      pursuant to the first sentence of this paragraph because of a material breach
      by
      the Company of this Agreement), you will have those rights to which you are
      entitled as a matter of law in respect of your loss of compensation, stock
      options and other contractual entitlements hereunder, and (a) you will not
      otherwise be entitled to any additional compensation, severance, termination
      pay, salary continuation or similar compensation or benefits upon or after
      termination of your employment with the Company, and (b) in connection with
      such termination of employment, the Company will not assert that you have any
      duty to mitigate damages, provided,
      however,
      that if
      you are engaged to render full-time services following such termination of
      employment with the Company, amounts you earn from such full-time employment
      during the period you otherwise would have been on the Company’s payroll
      hereunder shall offset any financial obligation of the Company to you, and
      you
      agree to notify the Company in writing of your acceptance of any such other
      employment within five (5) days after accepting such other employment. It is
      acknowledged and agreed that the “contractual entitlements” referred to in the
      immediately preceding sentence include, without limitation, the compensation
      and
      other benefits due you in respect of the consulting period described in
      paragraph 9. For purposes of this Agreement, “Termination for Cause” means
      a determination by a majority of the Board to terminate your employment due
      to
      your (i) conviction of a felony or entering of a plea of nolo contendere
      with respect to a charged felony, (ii) gross negligence, recklessness,
      dishonesty, fraud, willful malfeasance or willful misconduct in the performance
      of the services contemplated by this Agreement, (iii) willful
      misrepresentation to shareholders or directors of the Company which is injurious
      to the Company, (iv) willful failure without reasonable justification to
      comply with a reasonable written order of the Board, or (v) willful and
      material breach of your duties or obligations under this Agreement.
      Notwithstanding the foregoing, a termination shall not be treated as a
      Termination for Cause unless (A) the Company shall have delivered a written
      notice to you, stating that it intends to terminate your employment due to
      Termination of Cause not less than seven days following the giving of such
      notice, and specifying the factual basis for such termination, and (B) the
      event or events that form the basis for such notice, if capable of being cured,
      shall not have been cured within 30 days of receipt of such
      notice.


    
      
        
        

      

      
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    I.     
      Paragraph
      9 of the Agreement is hereby deleted, and the following is substituted in its
      place:

    


    For
      one
      year following termination of your employment by the Company due to the
      expiration of the employment term as set forth in paragraph 1, the Company
      will
      engage you as a consultant, and you agree to consult and cooperate with, and
      assist the Company in any legal or business matter relating to the Company
      or
      the Affiliates, as requested by the Company, upon reasonable advance notice
      by
      the Company; provided
      that
      you
      shall not be required to devote more than thirty (30) hours per month to
      providing such services and such services need not be provided to the Company
      on
      an exclusive basis, as long as you comply with the restrictive covenants
      described in paragraph 7 hereof. In consideration for your provision of
      such services during such one-year period, the Company will pay you an aggregate
      fee of $300,000, payable in equal monthly installments in arrears. During the
      one-year consulting period, you will receive continued coverage under the
      Company's group health insurance plan on the same terms and conditions that
      such
      benefits are provided to senior executives of the Company who are employed
      by
      the Company during such one-year period, and the Company will continue to lease
      an office and employ your New York-based assistant at no less than the
      compensation level in effect immediately prior to the commencement of such
      consulting period to assist you in performing your consulting
      services.

    


    J.    
A
      second
      paragraph is added to Annex A, attached to and made a part of the Agreement,
      as
      follows:

    


    On
      July
      28, 2006, you will be granted a non-qualified stock option to purchase 80,000
      Class A Common Shares of the Company under the Company's 1995 Amended and
      Restated 2005 Stock Incentive Plan (“Stock Incentive Plan”). Such option will
      become exercisable as to 40% of the total number of shares subject to the option
      on each of January 31, 2009 and January 31, 2010, and as to 20% of the total
      number of shares subject to the option on January 31, 2011, as long as you
      have
      been continuously employed by the Company through each such respective date,
      except as may be otherwise provided in the Stock Incentive Plan with respect
      to
      accelerated vesting or applicable exercise periods; provided,
      however, that
      if
      the Company terminates your employment, other than due to Termination for Cause,
      such option shall become exercisable in full and may be exercised in accordance
      with the Stock Incentive Plan. The terms and conditions of such option shall
      be
      governed by the Stock Incentive Plan and the applicable option agreement (which
      shall be consistent with the Stock Incentive Plan and the terms hereof). For
      purposes of this option grant, you will be treated as being continuously
      employed by the Company during the one-year consulting term described in
      paragraph 9 of the Agreement, provided
      that you
      are in compliance with the restrictive covenants described in paragraph 7
      of the Agreement.

     

    
      
        
        

      

      
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    Except
      as
      expressly set forth in this letter, the terms of the Agreement are unchanged,
      remain in full force and effect and hereby are ratified and affirmed by the
      parties hereto.

    


    
      	 	 	
              Very
                truly yours,

            	 
	 	 	 	 	 
	 	 	
              CME
                DEVELOPMENT CORPORATION

            	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	
              By:

            	
              /s/
                Robert E. Burke

            	 
	 	 	 	
              Name:
                Robert E. Burke

            	 
	 	 	 	
              Title:
                Director

            	 


    

    


    


    Accepted
      and Agreed to as of 

    this
      28th
      day of
      July, 2006:

    


     

    
      	
              /s/
                Michael N. Garin

            	 
	
              MICHAEL
                N. GARIN

            	 


    

     

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