ex10_6.htm


    
      

    

    EXHIBIT
10.6

    


    


    [LINCOLN
EDUCATIONAL SERVICES CORPORATION LETTERHEAD]

    


    


    January
14, 2009

    


    


    Mr. Scott
M. Shaw

    c/o
Lincoln Educational Services Corporation

    200
Executive Drive, Suite 340

    West
Orange, New Jersey 07052

    


    Dear
Scott:

    


    Reference
is made to the Employment Agreement dated as of February 1, 2007 (the
“Employment Agreement”), between Lincoln Educational Services Corporation, a New
Jersey corporation (the “Company”) and you.  Capitalized terms used
herein and not otherwise defined shall have the meanings ascribed to them in the
Employment Agreement.  It is our mutual intention to amend the
Employment Agreement as set forth below, and accordingly, the parties hereto
agree as follows:

    


    1.            
Section 2.1 of the Employment Agreement is hereby deleted in its entirety and
the following inserted in its place:

    


    “2.1           Position and
Duties.  The Company hereby continues to employ the Executive,
and the Executive agrees to serve, as Executive Vice President and Chief
Administrative Officer of the Company, upon the terms and conditions contained
in this Agreement.  The Executive shall report to the Chief Executive
Officer of the Company and perform duties and services for the Company
commensurate with the Executive’s position.  Except as may otherwise be
approved in advance by the Board of Directors of the Company (the “Board”) or
the Compensation Committee of the Board (the “Committee”), the Executive shall
render his services exclusively to the Company during his employment under this
Agreement and shall devote substantially all of his working time and efforts to
the business and affairs of the Company.”

    


    2.            
Section 2.2 of the Employment Agreement is hereby deleted in its entirety and
the following inserted in its place:

    


    “2.2           Term of
Employment.  The Executive’s employment under this Agreement
shall terminate on December 31, 2010, unless terminated earlier pursuant to
Section 5 or extended pursuant to Section 6.1 (the “Employment
Period”).”


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    3.           
 Section 3.1 of the Employment Agreement is hereby deleted in its entirety
and the following inserted in its place:

    


    “3.1           Base
Salary.  Subject to the provisions of Sections 5 and 6, the
Executive shall be entitled to receive a base salary (the “Base Salary”) at a
rate of $325,000 per annum during the Employment Period, such rate to be
effective as of January 1, 2009.  Such rate may be adjusted upwards,
but not downwards, from time-to-time by the Board or the Committee, in their
sole discretion.  The Base Salary shall be paid in equal installments
on a biweekly basis or in accordance with the Company’s current payroll
practices, less all required deductions.  The Base Salary shall be
pro-rated for any period of service less than a full year.”

    


    This
letter agreement constitutes an amendment to all applicable provisions of the
Employment Agreement.  All of the other provisions of the Employment
Agreement, that are not modified hereunder, shall remain in full force and
effect.

    


    Please
confirm your agreement to the foregoing by signing the enclosed counterpart copy
of this letter in the space provided below and returning such signed counterpart
to the Company, whereupon, after full execution by both parties, this letter
will constitute an agreement between us.

    


    


    
      
        	 
      	 
      	
                Sincerely,

              
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                Lincoln
      Educational Services Corporation

              
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                By:

              	
                /s/ David F. Carney

              	 
      
	 
      	 
      	
                Name:

              	
                David
      F. Carney

              
	 
      	 
      	
                Title:

              	
                Chairman
      & Chief Executive Officer

              
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	
                Accepted
      and Agreed:

              	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	
                /s/ Scott M. Shaw

              	 
      	 
      	 
      	 
      
	
                Scott
      M. Shaw

              	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	
                Date:
      January 19, 2009