Exhibit 10.6

February
26, 2004

Personal and Confidential

Ms. Barbara
L. Blackford
3275 Stillhouse Road
Atlanta, Georgia 30339

Dear
Barbara:

The
purpose of this letter agreement (the "Agreement") is to acknowledge and set forth the terms and conditions of your employment as an Executive Vice President, General Counsel and
Corporate Secretary of Superior Essex Inc. ("Superior Essex"). Your employment with Superior Essex will commence effective as of the later of (i) April 12, 2004 or (ii) six
weeks after you receive written notice from Superior Essex that your initial drug and background checks are satisfactory and are not grounds for terminating the offer or your initial employment.

1.Duties and Responsibilities.(a) As the Executive Vice President, General Counsel and Corporate
Secretary you will have such duties and authority, consistent with such positions with Superior Essex, as will be determined from time to time by the Chief Executive Officer of Superior Essex and you
will report directly to the Chief Executive Officer of Superior Essex. Excluding any periods of vacation, holiday, sick leave and company-approved leave of absence to which you are entitled in
accordance with Superior Essex policies and this Agreement, you will devote your full business time, energy and skill in the performance of your duties for Superior Essex and will perform faithfully
and efficiently such duties.



2.Base Salary.As compensation for your services, Superior Essex will pay you an annual base salary of $250,000
in accordance with Superior Essex's usual payroll practices. Your base salary will be reviewed annually in accordance with Superior Essex's standard practices and is subject to merit increases as
determined by Superior Essex in its sole discretion.

3.Annual Bonus.While you are employed by Superior Essex, in addition to your base salary, you will be eligible
to receive an annual cash bonus, if earned, based upon the achievement of performance goals set by Superior Essex. The bonus will be determined annually at the same time bonuses are determined for
other officers of Superior Essex and will be payable at the same time and the same manner as bonuses are paid to such other officers of Superior Essex. The annual target bonus payable to you upon the
achievement of applicable performance goals will be 40% of base salary.

4.Employee and Fringe Benefits; Vacation; Expenses.(a) While you are employed by Superior Essex, you
will be entitled to participate in Superior Essex's (or its affiliates') employee and fringe benefit plans, programs and arrangements as in effect from time to time in accordance with the terms and
conditions thereof in effect from time to time, subject to the satisfaction of any eligibility requirements, on the same basis as those benefits are generally made available to other executives.

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Without
limiting the foregoing, while you are employed by Superior Essex, you will be entitled to those perquisites set forth on Exhibit A attached hereto.



5.Stock Option.(a) As soon as practicable following your date of employment (the "Grant Date"),
Superior Essex will grant you a non-qualified stock option (the "Option") to purchase 45,000 shares of Superior Essex's common stock, par value $.01 (the "Common Stock") under the Superior
Essex Inc. 2003 Stock Incentive Plan as may be in effect from time to time (the "2003 Stock Incentive Plan") at an exercise price equal to the fair market value on the Grant Date. Subject to
your continued employment by Superior Essex (or its affiliates) through each vesting date, the Option will vest and become exercisable in equal annual installments of 331/3% each, on
the first, second and third anniversary of the Grant Date. The Option will be granted pursuant to will be subject to the terms and conditions of, the 2003 Stock Incentive Plan and Superior Essex's
standard stock option agreement. If there is any inconsistency or ambiguity among this Agreement, the Plan or the option agreement, this Agreement shall prevail.



6.Termination of Employment.At all times, your employment with Superior Essex is "at-will" which
means that employment with Superior Essex may be terminated at any time by either you or Superior Essex with or without Cause, subject only to the entitlements, liabilities and obligations set forth
in paragraphs 5, 6, 7, 8, 9 and 10 hereof.



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7.Non-Competition.



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8.Confidentiality and Non-Disparagement.



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9.Specific Performance.You acknowledge and agree that Superior Essex's remedies at law for a breach or
threatened breach of any of the provisions of paragraphs 7 or 8 would be inadequate and Superior Essex would suffer irreparable damages as a result of such breach or threatened breach. In recognition
of this fact, you agree that, in the event of such a breach or threatened breach, in addition to any remedies at law, Superior Essex, without posting any bond, will be entitled to cease making any
payments or providing any benefit otherwise required by this Agreement and obtain equitable relief in the form of specific performance, temporary restraining order, temporary or permanent injunction
or any other equitable remedy which may then be available.

10.Miscellaneous.



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In
order to accept the terms described in this Agreement and for this Agreement to be valid and binding, please sign this letter and return it to me no later than five business days from
the date hereof.

| |  | Sincerely,         
| |  | -------------------
| |  | SUPERIOR ESSEX INC.
| |  | By:                

|AGREED AND ACCEPTED:                        |  |                  
|------------------------------------------- |  | -----------------
|/s/BARBARA L. BLACKFORDBarbara L. Blackford |  |                  
|Date:                                       |  | February 26, 2004

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EXHIBIT A

PERQUISITES

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EXHIBIT B

CERTAIN DEFINITIONS

For
purposes of this Agreement,

"Cause"
means (A) your continued willful failure to perform substantially your duties hereunder (other than as a result of total or partial incapacity due to physical or mental
illness) following written notice by Superior Essex to you of such failure, (B) dishonesty in the performance of your duties hereunder which is injurious (other than in some immaterial or de minimisrespect) to the financial condition or business reputation of Superior Essex or any of its affiliates, (C) your conviction of, or plea
of guilty ornolo contendereto, a crime constituting (y) a felony under the laws of the United States or any state thereof or (z) a
misdemeanor involving misconduct by you in your personal or professional conduct punishable by imprisonment of more than three days or a fine in excess of $5,000 (other than a traffic violation),
which is reasonably likely to damage the business, prospects or reputation of Superior Essex or any of its affiliates in any respect, (D) your willful malfeasance or willful misconduct in
connection with your duties hereunder or any act or omission which is injurious (other than in some immaterial orde minimisrespect) to the financial
condition or business reputation of Superior Essex or any of its affiliates or (E) your breach of the provisions of paragraphs 7 or 8 of this Agreement (other than a breach which is
insubstantial and insignificant, taking into account all of the circumstances);provided,however, that
any event described in clauses (A), (B) and (D) will constitute Cause only if you fail to cure such event, to the reasonable satisfaction of Superior Essex, within 10 days after
receipt from Superior Essex of written notice of the event which constitutes Cause.

"Good
Reason" means, without your written consent, (A) a reduction in your base salary as then in effect, (B) a reduction in your target annual bonus to less than 40% of
your base salary or a material reduction by Superior Essex of the employee benefits to which you are entitled (other than an overall reduction in benefits that affects substantially all
full-time employees of Superior Essex and its affiliates), (C) your removal from the positions of Executive Vice President, General Counsel and Secretary of Superior Essex,
(D) a material adverse change in your authority, duties and responsibilities or reporting lines, (E) a relocation of your principal place of employment with Superior Essex of more than
35 miles from your then current work location, or (F) Superior Essex's failure to pay amounts to which you are entitled under this Agreement; providedthat any event described in clauses
(A) through (F) above will constitute Good Reason only if Superior Essex fails to cure such
event within 20 days after receipt from you of written notice of the event which constitutes Good Reason;provided, further, that Good Reason will
cease to exist for an event on the 60th day following the later of its occurrence or your knowledge thereof, unless you
have given Superior Essex written notice thereof prior to such date.

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