Exhibit 10.6
------------



                        SHARE PURCHASE AMENDING AGREEMENT
                        ---------------------------------

THIS AMENDING AGREEMENT made this 30th day of November, 2004.
-----------------------

B E T W E E N:
--------------

                          BURGIO FAMILY HOLDINGS INC.,
                          ---------------------------
   a Corporation incorporated pursuant to the laws of the Province of Ontario

                           (hereinafter the "Vendor1")

                                      -and-

                              ALBAR CAPITAL CORP.,
                              -------------------
   a Corporation incorporated pursuant to the laws of the Province of Ontario

                           (hereinafter the "Vendor2")

                                      -and-

                              MONACO (CANADA) INC.,
                              --------------------
   a Corporation incorporated pursuant to the laws of the Province of Ontario

                          (hereinafter the "Purchaser")

                                      -and-

                               MONACO GROUP INC.,
                               -----------------
    a Corporation incorporated pursuant to the laws of the State of Delaware

                           (hereinafter the "Parent")

       WHEREAS Vendor1 is the owner,  beneficially and of record, of one hundred
       -------
(100) common  shares in the capital of LF  Acquisition  Corp.  ("Corporation1"),
                                                                 ------------
being 100% of the issued and  outstanding  shares of Corporation1 as of the date
hereof;

       AND  WHEREAS  Vendor1 is the owner,  beneficially  and of record,  of One
       ------------
Thousand  Five  Hundred  (1500)  common  shares in the  capital  of LF  Licensed
Products Inc. ("Corporation2"),  being 100% of the issued and outstanding shares
                ------------
of the Corporation2 as of the date hereof;

       AND  WHEREAS  Vendor2 is the owner,  beneficially  and of record,  of one
       ------------
hundred (100) common  shares in the capital of LF Brands Inc.  ("Corporation3"),
                                                                 ------------
being 100% of the issued and  outstanding  shares of the  Corporation3 as of the
date hereof;

       AND WHEREAS the  Purchaser  is a  wholly-owned  subsidiary  of the Parent
       -----------
which has agreed to cause the Purchaser to perform its obligations hereunder;

       AND  WHEREAS  the  Vendors  agreed  to  sell  to the  Purchaser,  and the
       ------------
Purchaser  has  agreed to  purchase  from the  Vendors,  all of the  issued  and
outstanding  shares of the Corporations  pursuant to a share purchase  agreement
dated October 4, 2004 (the "Share Purchase Agreement").



<PAGE>






         AND WHEREAS Vendor1 sent to the Purchaser and the Parent a letter dated
         -----------
November 2, 2004 attached hereto as Schedule "A";

       AND WHEREAS the  Vendors,  Purchaser  and the Parent have agreed to amend
       -----------
certain  provisions of the Share  Purchase  Agreement and wish to evidence their
mutual consent to such amendments.

       THIS AMENDING AGREEMENT WITNESSES THAT in consideration of the respective
       --------------------------------------
conditions, covenants, agreements,  representations,  warranties and indemnities
herein contained and for other good and valuable  consideration (the receipt and
sufficiency of which are  acknowledged by each party),  the parties covenant and
agree as follows:

                                    ARTICLE I
                                    ---------
                  DEFINITIONS AND PRINCIPLES OF INTERPRETATION
                  --------------------------------------------

1.01   Definitions
------------------

       Whenever  used in this Amending  Agreement,  unless there is something in
the subject matter or context  inconsistent  therewith,  the following words and
terms shall have the respective meanings ascribed to them as follows:

       (a)    "Corporation1"   means  LF   Acquisition   Corp.,   a  corporation
       incorporated under the laws of the Province of Ontario;

       (b)    "Corporation2"  means LF Licensed  Products  Inc.,  a  corporation
       incorporated under the laws of the State of Delaware;

       (c)    "Corporation3"  means LF Brands Inc., a  corporation  incorporated
       under the laws of the Province of Ontario;

       (d)    "Parent" means Monaco Group Inc., a corporation incorporated under
       the laws of the State of Delaware;

       (e)    "Purchaser" means Monaco (Canada) Inc., a corporation incorporated
       under the laws of the Province of Ontario;

       (f)    "Vendor1"   means  Burgio   Family   Holdings   Inc.,  an  Ontario
       corporation;

       (g)    "Vendor2" means ALBAR Capital Corp., an Ontario corporation; and

       (h)    "Vendors" means Vendor1 and Vendor2, collectively.

Capitalized words not defined in this Amending Agreement shall have the meanings
given thereto in the Asset Purchase Agreement.

1.02   Gender and Number
------------------------

       Words importing the singular shall be construed to include the plural and
vice versa; and words importing gender shall include all genders.


                                                                               2
<PAGE>






1.03   Entire Agreement
-----------------------

(a)    Except as modified  and  amended by this  Amending  Agreement,  the Share
       Purchase  Agreement,  including the Schedules thereto,  together with the
       agreements  and  other  documents  to  be  delivered   pursuant  thereto,
       constitute  the entire  agreement  between the Parties  pertaining to the
       subject matter hereof and supersede all prior agreements,  understanding,
       negotiations and discussions, whether oral or written, of the Parties and
       there are no warranties,  representations or other agreements between the
       Parties  in  connection   with  the  subject  matter  thereof  except  as
       specifically set forth therein and in this Amending Agreement. No further
       supplement,  modification  or waiver or termination of the Share Purchase
       Agreement,  as amended by this Amending Agreement shall be binding unless
       executed in writing by the Party to be bound thereby. No waiver of any of
       the  provisions  of the Share  Purchase  Agreement,  as  amended  by this
       Amending  Agreement  shall be deemed or shall  constitute a waiver of any
       other  provisions   (whether  or  not  similar)  nor  shall  such  waiver
       constitute a continuing waiver unless other wise expressly provided.

1.04   Index and Headings
-------------------------

       The  Index to this  Amending  Agreement,  Article  and  Section  headings
contained  herein are included  solely for  convenience,  are not intended to be
full or accurate  description of the content thereof and shall not be considered
part of this Amending Agreement

1.05   Applicable Law
---------------------

       This Amending Agreement shall be construed in accordance with the laws of
the Province of Ontario and the laws of Canada  applicable  therein and shall be
treated,  in all respects,  as an Ontario contract.  The Parties shall attorn to
the jurisdiction of the courts in Province of Ontario.

1.06   Currency
---------------

       Unless  otherwise  indicated,  all  dollar  amounts  referred  to in this
Amending Agreement are in Canadian funds.

                                   ARTICLE II
                                   ----------
                     AMENDMENTS TO SHARE PURCHASE AGREEMENT
                     --------------------------------------

2.01   The Share Purchase Agreement is amended as follows:
----

       (a)    Paragraph 11.7 is hereby deleted in its entirety.

       (b)    Paragraph 10.1 (d) is hereby deleted in its entirety.

       (c)    Paragraph 11.3 is hereby deleted in its entirety.





                                                                               3
<PAGE>






                                   ARTICLE III
                                   -----------
                                     GENERAL
                                     -------


3.01   Counterparts
-------------------

       This  Amending  Agreement  may be  executed  by the  Parties in  separate
counterparts  each of which when so executed and delivered shall be an original,
but all such counterparts shall together constitute one and the same instrument.

       IN WITNESS  WHEREOF the Parties have hereunto duly executed this Amending
       -------------------
Agreement.


                                          BURGIO FAMILY HOLDINGS INC.

                                          Per: /s/ Al Burgio
                                              ----------------------------------


                                          ALBAR CAPITAL CORP.

                                          Per: /s/ Al Burgio
                                              ----------------------------------



                                          MONACO (CANADA) INC.

                                          Per: /s/ Suzanne Lilly
                                              ----------------------------------


                                          MONACO GROUP INC.

                                          Per: /s/ Suzanne Lilly
                                              ----------------------------------



















                                                                               4
<PAGE>






                                  SCHEDULE "A"
                                  ------------

                       LETTER FROM BURGIO FAMILY HOLDINGS
                       ----------------------------------

















































                                                                               5
<PAGE>




             B U R G I O   F A M I L Y   H O L D I N G S   I N C .




                                                                November 2, 2004
Monaco Group Inc.
20A Voyager Court South
Etobicoke, ON
M9W 5M7

Monaco (Canada) Inc.
20A Voyager Court South
Etobicoke, ON
M9W 5M7

Attention:   Peter Nelipa, President


Dear Mr. Nelipa,

This letter hereby confirms that we have agreed to waive the requirement set out
in Sections  10.1(d) and 11.3 of the Share Purchase  Agreement  dated October 4,
2004 whereby $500,000 was to be repaid to us on or before the Closing Date.


Sincerely,


/s/ Al Burgio

Al Burgio, President


















                  2405 Lucknow Drive, Mississauga, ON, L5S 1H9
                    Phone: (905) 678-9250 Fax: (905) 678-0733

                                                                               6