Logo] AgfaPhoto USA Corporation

Exhibit 10.6

[Logo]

AgfaPhoto USA Corporation

000 Xxxxxxxxxx Xxxx

Xxxxxxxxxx Xxxx, XX 00000-0000

xxx.xxxxxxxxx.xxx

T 201-440-2500

F 000-000-0000

June 15, 2005

Xx. Xxxxx Xxxx via Facsimile Transmission

Portrait Corporation of America, Inc.

000 Xxxxxxxx-Xxxx Xxxx Xxxx

Xxxxxxxx, Xxxxx Xxxxxxxx 00000

Dear Xxxxx:

The purpose of this letter is to modify in part the Agfa/PCA agreement dated effective February 4, 2002 (as amended, “the Agreement”), which sets forth the terms and conditions of the sale of products by AgfaPhoto USA Corporation (“AgfaPhoto”) (assignee of Agfa Corporation) to Portrait Corporation of America, Inc. (“PCA”). It is the express intention of AgfaPhoto and PCA to enter into a revised agreement, which will supersede both the Agreement and the revised terms and conditions set forth in this letter, within 60 to 90 days of the date hereof.

It is agreed that:

·   AgfaPhoto will continue to sell products set forth in the Agreement to PCA, under condition that payment for such products by PCA be tendered at or before the delivery of such products by AgfaPhoto.

·   With respect to the payment of currently outstanding invoices, AgfaPhoto agrees not to exercise its right to terminate the Agreement or to seek entry of judgment on such outstanding amounts for a period of twelve months from the date hereof, provided that PCA does not otherwise breach the Agreement or the terms of this letter.

·   Except as expressly stated herein, nothing in this letter shall constitute a waiver by AgfaPhoto of its rights under the Agreement.

/s/ Xxxx Xxxx

By: XXXX XXXX, President/CEO

AgfaPhoto USA Corporation

Date: 06/14/05

Agreed:

/s/ Xxxxx Xxxx

By: XXXXX XXXX, President/CEO

Portrait Corporation of America, Inc.

Date:

cc: X. Xxxxxxx, Traflet & Fabian