Exhibit
10.6


AMENDMENT
NO. 1 TO LETTER AGREEMENT OF EMPLOYMENT


Amendment (this “Amendment”), made as of this
December 22, 2006, by and among Lerner New York, Inc. (the “Company”)
and Robert Luzzi (“Executive”).


R E C I T A L S


WHEREAS, Executive is party to that certain Letter
Agreement of Employment between the Company and Executive dated March 13, 2006
(the “Agreement”).


WHEREAS, the Company and Executive wish to amend the
Agreement in order to clarify treatment of certain payments under the Agreement
in order to make them compliant with Section 409A of the Internal Revenue Code
of 1986, as amended.


NOW, THEREFORE, for good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties agree
to the following:


	
  1.

  	
  Amendment.

  
	
   

  	
   

  	
   

  
	
   

  	
  (a)

  	
  The current Section 7 of the Agreement will
  be renumbered Section 7.1.

  
	
   

  	
   

  	
   

  
	
   

  	
  (b)

  	
  A new Section 7.2 shall be added to the
  Agreement immediately following Section 7.1 as follows:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  “Severance Pay of Key Employee. If on the
  date of your termination of employment by the Company: (i) a distribution of
  compensation to which you become entitled under this Agreement upon your
  termination of employment (including but not limited to severance or other
  termination benefits) would be “nonqualified deferred compensation” within
  the meaning of Section 409A of the Internal Revenue Code of 1986, as amended
  (the “Code”), and the Treasury Regulations issued thereunder, including
  Proposed Regulation Section 1.409A-1(b)(9)(iii) (or any successor provision),
  which describes certain separation pay arrangements that do not provide for the deferral of
  compensation, and (ii) you are a “key employee”, as defined in Code Section
  416(i) without regard to paragraph (5) thereof, then such distribution shall
  not be made before the date which is six months after the date of your
  termination of employment (or, if earlier, your death). All distributions to
  which you otherwise would be entitled during such period shall be made on the
  date which is six months after the date of your termination of employment
  (or, if earlier, your death). Any distributions thereafter owed to you under
  this Agreement will be made in accordance with the Company’s normal payroll
  policies and procedures.”

  
	
   

  	
   

  	
   

  
	
   

  	
  (c)

  	
  A new Section 8 shall be added to the
  Agreement immediately following Section 7.2 as follows:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  “Application of Code Section 409A. It is the
  Company’s intent that compensation and benefits to which you are entitled
  under this Agreement not be
  treated as “nonqualified deferred compensation” under Code Section 409A (or
  any regulations or other guidance promulgated thereunder) and that any
  ambiguities in the construction of this Agreement be interpreted in order to
  effectuate such intent. In the event that the Company determines, in its sole
  discretion, that any compensation or benefits to which you are entitled under
  this Agreement could be treated as “nonqualified deferred compensation” under
  Code Section 409A unless this Agreement is amended or modified, the Company

  



 













 


	
  

  	
   

  	
  may, in its sole discretion, amend or modify this
  Agreement without obtaining any additional consent from you, so long as such
  amendment or modification does not materially affect the net present value of
  the compensation or benefits to which you otherwise would be entitled under
  this Agreement.”

  
	
   

  	
   

  	
   

  
	
   

  	
  (d)

  	
  All section references thereafter shall be updated
  to reflect the above additions.

  
	
   

  	
   

  	
   

  
	
  2.

  	
  Agreement Otherwise Unchanged. All
  other provisions of the Agreement shall remain in full force and effect.

  
	
   

  	
   

  	
   

  
	
  3.

  	
  Governing Law. All issues and
  questions concerning the construction, validity, enforcement and
  interpretation of this Agreement shall be governed by, and construed in
  accordance with, the laws of the State of New York.

  
	
   

  	
   

  	
   

  
	
  4.

  	
  Counterparts. This Amendment may
  be executed in separate counterparts each of which shall be an original and
  all of which taken together shall constitute one and the same agreement.

  
	
   

  	
   

  	
   

  
	
  5.

  	
  Waiver of Jury Trial. Each of the
  parties hereto waives any right it may have to trial by jury in respect of
  any litigation based on, arising out of, under or in connection with this
  Agreement or any course of conduct, course of dealing, verbal or written
  statement or action of any party hereto.

  



 


 


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IN WITNESS WHEREOF, the
undersigned has executed this Amendment as of the date and year first written
above.


	
  

  	
  By:

  	
  /s/ RICHARD P. CRYSTAL

  
	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Richard P. Crystal

  
	
   

  	
  Title:

  	
  Chairman, President and Chief

  
	
   

  	
   

  	
  Executive Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ ROBERT J. LUZZI

  
	
   

  	
  Name:

  	
  Robert J. Luzzi

  



 


 



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