AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER

Exhibit 2.1

AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER

     AMENDMENT NO. 1, dated as of December 14, 2006 (this “ First Amendment ”), to the Agreement and Plan of Merger, dated as of October 19, 2006 (the “ Merger Agreement ”), by and among APN Holding Company, Inc., a Delaware corporation (“ Parent ”), APN Mergersub, Inc., a Florida corporation and a wholly owned direct subsidiary of Parent (“ MergerSub ”), and Applica Incorporated, a Florida corporation (the “ Company ”). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Merger Agreement.

     WHEREAS, pursuant to, and subject to the limitations set forth in, Section 9.2 of the Merger Agreement, the Merger Agreement may be amended, modified, or supplemented only by the written agreement of the parties thereto; and

     WHEREAS, the parties hereto wish to amend the Merger Agreement as set forth below.

     NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, the receipt and adequacy of which are hereby acknowledged, the parties hereby agree as follows:

          1. Amendment . Section 3.1(a) of the Merger Agreement is hereby amended by deleting the word “$6.00” in both instances and replacing each with the word “$6.50.”

          2. Miscellaneous .

               (a)  Governing Law . This First Amendment shall be governed by and construed in accordance with the internal Laws of the State of Delaw