SECOND AMENDMENT TO THE PURCHASE AGREEMENT

Exhibit 2.22

SECOND AMENDMENT TO

THE PURCHASE AGREEMENT

This AMENDMENT (the “Amendment”) TO THE PURCHASE AGREEMENT, dated as of November 11, 2010, as amended by the Amendment to the Purchase Agreement dated December 10, 2010 (together, the “Purchase Agreement”), by and among Aveon Holdings I L.P., a Delaware limited partnership (“Aveon”), Conquest Capital MM LLC, a Delaware limited liability company (the “Company”) and Conquest Capital Group, LLC, a Delaware limited liability company (the “Seller”), is effective as of the 7^th day of January, 2011, by and among Aveon, the Company and the Seller. Capitalized terms used herein but not defined herein shall have the meaning set forth in the Purchase Agreement.

WHEREAS, the parties signatory hereto are the parties to the Purchase Agreement; and

WHEREAS, pursuant to Section 12.3 of the Purchase Agreement, the Purchase Agreement may not be amended except by an instrument in writing signed and delivered on behalf of the Purchaser and each of the Sellers.

NOW, THEREFORE, in consideration of the mutual covenants herein expressed, and for other good and valuable consideration, the receipt and sufficiency of which hereby is acknowledged, the parties hereto hereby agree as follows:

1.        Each of Section 8.2(h) and Section 8.3(d) of the Purchase Agreement shall be amended by deleting the date, “January 31, 2011” and inserting in lieu thereof the date, “February 15, 2011.”

2.        The definition of “Expiration Date” found in Exhibit A-Defined Terms of the Purchase Agreement shall be deleted in its entirety and replaced by the following:

“Expiration Date” means February 15, 2011.

3.        Section 7.6(a)(i) of the Purchase Agreement is hereby amended by deleting it in its entirety, and inserting in lieu thereof the following:

“(i)        engage or receive fees, either directly or indirectly, as a principal, employee or for its own account or solely or jointly with others, in or from any business that competes with the Business as it exists on the Closing Date;”

4.        This Amendment shall be governed by, and construed in accordance with, the laws of the State of New York without regard to the conflicts of law principles thereof.

5.        Except as so modified pursuant to this Amendment, the Purchase Agreement is ratified and confirmed in all respects. This Amendment shall be effective as of the date hereof.

6.      This Agreement may be executed (i) by facsimile or portable document format (PDF) and (ii) in two or more counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument.

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

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