SIXTH AMENDMENT TO CREDIT AGREEMENT

Exhibit 10.6

SIXTH AMENDMENT TO CREDIT AGREEMENT

This SIXTH AMENDMENT TO CREDIT AGREEMENT (this “ Amendment ”), dated as of September 4, 2009, is entered into among (1) PHYSICIANS FORMULA, INC., a New York corporation (the “ Borrower ”), (2) the several banks and other lenders from time to time parties to this Amendment (the “ Lenders ”) and (3) UNION BANK, N.A., as administrative agent for the Lenders (in such capacity, the “ Agent ”).

RECITALS

A.           The Borrower, the Lenders and the Agent have entered into that certain Credit Agreement dated as of November 14, 2006, as amended by that certain First Amendment to Credit Agreement dated as of July 8, 2008, that certain Second Amendment to Credit Agreement dated as of September 9, 2008, that certain Third Amendment to Credit Agreement dated as of December 5, 2008, that certain Fourth Amendment to Credit Agreement dated as of March 30, 2009 and that certain Fifth Amendment to Credit Agreement dated as of July 29, 2009 (as so amended, the “ Credit Agreement ”).  Capitalized terms used herein and not defined shall have the meanings ascribed to them in the Credit Agreement.

B.           Pursuant to the Credit Agreement, the Lenders have made available to the Borrower a revolving loan facility.

C.           The Borrower has informed the Lenders and the Agent that it needs additional capital to continue to operate, and has requested the consent of the Lenders and the Agent to accept a term loan from Mill Road Capital, L.P.  In addition, the Borrower is in default of certain covenants under the Credit Agreement, and has requested that the Lenders and the Agent waive such defaults, and make certain other modifications to the Credit Agreement.  The Lenders and the Agent have agreed to such requests, subject to the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein, the parties hereto hereby agree as follows:

SECTION 1.       Amendments to Credit Agreement . The Credit Agreement is hereby amended as follows, effective as of the Sixth Amendment Effective Date:

(a)           The following new definitions are added to Section 1.1 of the Credit Agreement, in each case in appropriate alphabetical order:

(b)           In the definition of “Loan Documents” contained in Section 1.1 of the Credit Agreement, the clause “the Subordination Agreement,” is added immediately after reference to “the Guarantees,”.

(c)           Section 2.18 is amended in its entirety as follows:

(d)           A new Section 5.17 of the Credit Agreement is added to read as follows:

(e)           Section 6.2 of the Credit Agreement is amended to (i) delete the word “and” at the end of subsection (h), (ii) delete the period and add the word “; and” at the end of subsection (i) and (iii) add a new subsection (j) as follows:

(f)           In addition, Section 6.2(g) of the Credit Agreement is deleted and replaced with: “(g) [Intentionally Omitted.]”.

(g)           Section 6.3 of the Credit Agreement is amended to (i) delete the word “and” at the end of subsection (j), (ii) delete the period and add the word “; and” at the end of subsection (k) and (iii) add a new subsection (l) as follows:

(h)           Section 6.8 of the Credit Agreement is amended to (i) delete the period and replace it with “;” at the end of the sentence contained therein and (ii) add the following at the end of such Section:

(i)           Section 6.10 of the Credit Agreement is amended to delete the words “other than the Loan Documents” and replace them with “other than the Loan Documents and the Subordinated Debt Documents”.

(j)           Section 7(c) of the Credit Agreement is amended in its entirety as follows:

(k)           Section 7(f) of the Credit Agreement is amended as follows: (i) in clause (i)(A), the parenthetical is amended to read “(other than the Notes or the Subordinated Debt)” and (ii)