United States Attorney Eastern District of New York One Pierrepont Plaza Brooklyn, New York 11201 Mailing Address: 147 Pierrepont Street Brooklyn, New York 11201 September 6, 2006

Exhibit 10.41

	U.S. Department of Justice
	United States Attorney
	Eastern District of New York
	One Pierrepont Plaza
	Brooklyn, New York 11201
Mailing Address:	▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
	Brooklyn, New York 11201
	September 6, 2006

▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Esq.
▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇

          Re: Whitehall Jewellers, Inc.

Dear ▇▇. ▇▇▇▇▇▇▇▇:

          This letter supplements the letter agreement between the United States Attorney’s Office for the Eastern District of New York (the “Office”) and Whitehall Jewellers, Inc. (“Whitehall”) dated September 28, 2004 (the “Original Agreement”), which is attached hereto at Exhibit A and incorporated by reference herein.

          In the Original Agreement, ▇▇▇▇▇▇▇▇▇ acknowledged that one or more of its former officers and employees violated federal criminal law by conspiring with and aiding and abetting Cosmopolitan Gem Inc. in a scheme to defraud its lender, Capital Factors, Inc., and the Office agreed not to prosecute Whitehall these crimes. ▇▇▇▇▇▇▇▇▇ also agreed to implement a number of remedial and corrective actions set forth in a letter dated September 28, 2004 (the “Letter”), which is attached hereto at Exhibit B and incorporated by reference herein. The remedial and corrective actions set forth in the Letter included a reduction of the number of management directors on the Board of Directors and an increase of the proportion of the Board members who are independent, outside directors.

          At the time of the Original Agreement, Whitehall was a publicly-traded corporation, the common stock of which traded on the New York Stock Exchange. In or about June 2006, Prentice Capital Management, LP and ▇▇▇▇▇▇▇▇ Opportunity Fund, L.P., two private investment funds, completed their purchase of all shares of Whitehall’s stock, and ▇▇▇▇▇▇▇▇▇’s shares are no longer publicly traded.

          As a result of the private acquisition of Whitehall,

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the Office and Whitehall agree to the following:

          1. In the event that ▇▇▇▇▇▇▇▇▇’s stock is traded on any national exchange, Whitehall will ensure that the Board of Directors meets the New York Stock Exchange (“NYSE”) requirement that a majority of its Board membership be independent. Otherwise, ▇▇▇▇▇▇▇▇▇ agrees that its Board of Directors will have at least one independent director.

          2. An independent director will at all times serve as Chair of the Audit Committee.

Dated:	September 6, 2006
	Brooklyn, New York

		▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
		United States Attorney
		Eastern District of New York
	By:	/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
		▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
		Assistant United States Attorney
		/s/ ▇▇▇▇ ▇▇▇▇▇▇▇
		▇▇▇▇ ▇▇▇▇▇▇▇
		Deputy Chief
		Business & Securities Fraud Unit
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Chief Executive Officer
Whitehall Jewellers, Inc.
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Esq.
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Esq.
Debevoise & ▇▇▇▇▇▇▇▇ LLP
Counsel to ▇▇▇▇▇▇▇▇’▇ Inc.

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