6.8 Participation in Underwritten Offerings No Holder may participate in any underwritten offering hereunder unless:

Exhibit 10.73

THIS AGREEMENT dated as of August 2, 2005

BETWEEN:

WHEREAS:

The Company has agreed to issue and deliver its warrant certificates (the Warrant Certificates) evidencing warrants (the Warrants) to acquire, up to an aggregate number of shares which represent up to 7% of the fully diluted capital stock of the Company (as of the date hereof), subject to adjustment in accordance with the terms hereof, of its Common Stock, in connection with that certain Credit Agreement dated August 2, 2005 between, inter alia, the Company and the Warrant Agent (the Credit Agreement). Each such Warrant will entitle the registered holder thereof to acquire one share of the Company’s Common Stock, subject to adjustment.

In consideration of the foregoing and for the purpose of defining the terms and provisions of the Warrants and the respective rights and obligations thereunder of the Company and the record holders of the Warrants, the Company and the Warrant Agent each hereby agrees as follows:

As used in this Agreement, the following terms shall have the following meanings:

Affiliate of any Person, any Person directly or indirectly controlling or controlled by or under direct or indirect common control with such Person. For purposes of this definition, “control” when used with respect to any Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise, and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

Cashless Exercise shall have the meaning set forth in Section 3.5.

Cashless Exercise Ratio means a fraction, the numerator of which is the excess of the Current Market Value per share of Underlying Common Stock on the date of exercise over the Exercise Price per share of Underlying Common Stock as of the date of exercise and the denominator of which is the Current Market Value per share of Underlying Common Stock on the date of exercise.

Common Stock means the Common Stock, par value $0.00001 per share, of the Company and any other capital stock of the Company into which such common stock may be converted or reclassified or that may be issued in respect of, in exchange for, or in substitution of, such common stock by reason of any stock splits, stock dividends, distributions, mergers, consolidations or other like events.

Company shall have the meaning set forth in the preamble to this Agreement and its successors and assigns.

Credit Agreement shall have the meaning set forth in the preamble to this Agreement, as the same may be amended or supplemented from time to time.

Current Market Value shall have the meaning set forth in Section 8.1(e).

Disposition means one or more sales, transfers or other dispositions of Common Stock (or securities convertible into, or exchangeable for, Common Stock or rights to acquire Common Stock or such securities) by the any member of the Management Group if, after any such sale, transfer or other disposition, the Management Group no longer beneficially owns, directly or indirectly, in the aggregate at least 90% of the Common Stock which any member of the Management Group directly or indirectly owns on the date hereof, as adjusted to take into account any dividends paid in additional shares of Common Stock or any shares of Common Stock issued to a member of the Management Group as a result of any stock splits or other similar adjustments involving the Common Stock of the Company. For the avoidance of doubt, the members of the Management Group currently own (directly or indirectly) 2,041,325 shares of Common Stock of the Company.

Exchange Act means the Securities Exchange Act of 1934, as amended.

Exercise Price means the meaning set forth in Section 3.1.

Expiration Date means December 31, 2010.

Holders means from time to time, the holders of the Warrants and, unless otherwise provided or indicated herein, the holders of the Registrable Common Stock.

Independent Financial Expert means a nationally recognized investment banking firm reasonably acceptable to the Warrant Agent and that does not (and whose directors, officers, employees and Affiliates do not) have a direct or indirect financial interest in the Company or any of its Affiliates, that has not been and at the time it is called upon to give independent financial advice to the Company, is not (and none of whose directors, officers, employees or Affiliates is) a promoter, director or officer of the Company or any of its Affiliates or an underwriter or placement agent with respect to any of the securities of the Company or any of its Affiliates, and that does not provide any advice or opinions to the Company or any of its Affiliates except as an Independent Financial Expert.

Lenders has the meaning assigned thereto under the Credit Agreement.

Management Group means Mr. Ron Bienvenu and any member of his immediate family, or any Trust, Trustee or other personal representative acting on behalf of Mr. Ron Bienvenu as a member of his immediate family.

Merger Transaction means any merger, consolidation or other business combination by the Company with one or more Persons (other than a wholly owned subsidiary of the Company) in which the other Person is the survivor, or a sale of all or substantially all of the assets of the Company to one or more such other Persons, and with respect to which cash or non-cash consideration is distributed to holders of Common Stock in exchange for all or substantially all of their equity interest in the Company; provided that, if any such merger, consolidation or other business combination is structured so that the Company is the surviving entity, such transaction shall nevertheless (and notwithstanding that such transaction might otherwise constitute a Surviving Combination) be deemed to be a “Merger Transaction”.

Person means any individual, corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated organization or government or any agency or political subdivision thereof.

Piggyback Registration Rights shall have the meaning set forth in Section 5.2.

Prospectus means the prospectus included in any Registration Statement, as amended or supplemented by any prospectus supplement with respect to the terms of the offering of any of the Registrable Common Stock covered by such Registration Statement and by all other amendments and supplements to the prospectus, including post-effective amendments and all material incorporated by reference in such prospectus.

Registrable Common Stock means all shares of Underlying Common Stock; provided, however, that particular shares of Underlying Common Stock shall cease to be Registrable Common Stock when (i) a registration statement covering the sale of such shares shall have been declared effective under the Securities Act and such shares shall have been disposed of in accordance with such registration statement; (ii) such shares as to any holder are able to be sold by such Holder to the public without restriction pursuant to Rule 144(k) (or any successor provision) under the Securities Act or (iii) such shares shall have otherwise been transferred and new shares not subject to transfer restrictions under the Securities Act and not bearing any legend restricting further transfer shall have been delivered by the Company, and no other applicable and legally binding restriction on transfer shall exist.

As used in Section 6, the number of shares of “Registrable Common Stock deemed outstanding” on a particular date shall be equal to the sum of (i) the number of shares of Registrable Common Stock issuable upon exercise of Warrants outstanding on such date, plus (ii) the number of shares of Registrable Common Stock outstanding on such date.

Registration Demand shall have the meaning set forth in Section 5.1.

Registration Rights means the rights of Holders set forth in Sections 5.1 and 5.2 to have shares of Registrable Common Stock registered under the Securities Act for sale under one or more effective Registration Statements.

Registration Statement means any registration statement filed by the Company under the Securities Act that covers any of the Registrable Common Stock, including the Prospectus, any amendments and supplements to such Registration Statement, including post-effective amendments, and all exhibits and all material incorporated by reference in such registration statement.

SEC means the Securities and Exchange Commission.

Securities Act means the Securities Act of 1933, as amended.

Surviving Combination means any merger, consolidation or other business combination by the Company with one or more Persons in which the Company is the survivor or a purchase of assets by the Company from one or more other Persons, if as a result thereof a class of the Company’s common equity securities becomes subject to registration under the Exchange Act; provided, that, if such transaction is deemed to be a Merger Transaction, it shall not be deemed to be a “Surviving Combination”.

Tranche A/B Available Shares means an aggregate number of shares which represent 5% of the fully diluted capital stock of the Company (as of the date hereof), adjusted from time to time to the same extent as Warrants are adjusted pursuant to the terms hereof.

Tranche C Available Shares means an aggregate number of shares which represent 2% of the fully diluted capital stock of the Company (as of the date hereof), adjusted from time to time to the same extent as Warrants are adjusted pursuant to the terms hereof.

Underlying Common Stock means the shares of Common Stock issuable or issued upon the exercise of the Warrants.

Warrant Agent shall have the meaning set forth in the preamble to this Agreement or the successor or successors of such Warrant Agent appointed in accordance with the terms hereof.

Warrant Certificates shall have the meaning set forth in the preamble to this Agreement.

Warrants shall have the meaning set forth in the preamble to this Agreement.

Certain terms, used principally in Sections 4, 5 and 6, are defined in those Sections. Capitalized terms used herein and not otherwise defined herein shall have the meanings (if any) assigned thereto in the Credit Agreement.

The Warrant Certificates shall be in registered form only and substantially in the form attached hereto as Exhibit A, shall be dated the date on which countersigned by the Warrant Agent and may have such legends and endorsements typed, stamped, printed, lithographed or engraved thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any law or with any rule or regulation pursuant thereto or with any rule or regulation of any securities exchange on which the Warrants may be listed, or to conform to usage.

Pending the preparation of definitive Warrant Certificates, temporary Warrant Certificates may be issued, which may be printed, lithographed, typewritten, mimeographed or otherwise produced, and which will be substantially of the tenor of the definitive Warrant Certificates in lieu of which they are issued.

If temporary Warrant Certificates are issued, the Company will cause definitive Warrant Certificates to be prepared without unreasonable delay. After the preparation of definitive Warrant Certificates, the temporary Warrant Certificates shall be exchangeable for definitive Warrant Certificates upon surrender of the temporary Warrant Certificates to the Warrant Agent, without charge to the Holder. Until so exchanged the temporary Warrant Certificates shall in all respects be entitled to the same benefits under this Agreement as definitive Warrant Certificates.

The Company shall on the date hereof and from time to time hereafter deliver to the Agent as many Warrant Certificates as are reasonably requested by the Agent, executed on behalf of the Company by its Chairman of the Board, Chief Executive Officer, President or Vice President, either manually or by facsimile signature printed thereon, which are undated and which leave the number of Warrants and the name of the Holder blank. The Warrant Agent shall date and countersign Warrant Certificates, and fill in the name of the Holder thereof and the number of Warrants evidenced thereby, as follows:

(a) on the Closing Date, Warrant Certificates evidencing Warrants to purchase initially an aggregate number of shares equal to 40% of the Tranche A/B Available Shares shall be issued to each Lender (or its designee) based on its Pro Rata Share of Tranche A;

(b) on each Utilization Date of Tranche B, Warrant Certificates evidencing Warrants to purchase initially an aggregate number of shares equal to the percentage (rounded to the nearest one hundredth of a percent) of the Tranche A/B Available Shares which is equal to the fraction, the numerator of which is the principal amount of the Advance made available on such Utilization Date and the denominator of which is $25,000,000, shall be issued to each Lender making such Advance available (or its designee) based on its Pro Rata Share of such Advance;

(c) on the date, if any, on which the unused Total Commitments attributable to Tranche A or Tranche B are cancelled (except in the case of a cancellation pursuant to Clause 7.4(f) of the Credit Agreement as a result of a Lender Rejection relating to a proposed Portfolio Company, provided that the Company, or a wholly owned Subsidiary of the Company, actually acquired 100% of the Equity Interests of such proposed Portfolio Company), Warrant Certificates evidencing Warrants to purchase initially an aggregate number of shares equal to the number of Tranche A/B Available Shares for which Warrants to purchase have not previously been issued hereunder, shall be issued to each Lender (or its designee) based on its Pro Rata Portion of the Total Commitments attributable to Tranche A or Tranche B which are cancelled; and

(d) on each Utilization Date of Tranche C, Warrant Certificates evidencing Warrants to purchase initially an aggregate number of shares equal to the percentage (rounded to the nearest one hundredth of a percent) of the Tranche C Available Shares which is equal to the fraction, the numerator of which is the principal amount (expressed as a number) of the Advance made available on such Utilization Date and the denominator of which is $25,000,000, shall be issued to each Lender making such Advance available (or its designee) based on its Pro Rata Share of such Advance.

The Warrant Certificates shall be manually countersigned by the Warrant Agent and shall not be valid for any purpose unless so countersigned. The Warrant Agent is hereby irrevocably authorized to countersign and deliver Warrant Certificates as required by this Section 2.2 or by Section 3.5, 9 or 13.4. The Warrant Agent shall not countersign or deliver any Warrant Certificate except as permitted under this Agreement and any Warrant Certificate countersigned or delivered by the Warrant Agent that is not in compliance with the provisions of this Agreement shall be null and void (it being understood that the Warrant Agent shall not subsequently be prohibited from re-issuing a Warrant Certificate in compliance with the provisions of this Agreement). In case any officer of the Company whose signature shall have been placed upon any of the Warrant Certificates shall cease to be such officer of the Company before countersignature by the Warrant Agent and issue and delivery thereof, such Warrant Certificates may, nevertheless, be countersigned by the Warrant Agent and issued and delivered with the same force and effect as though such person had not ceased to be such officer of the Company.

Each Warrant Certificate shall, when countersigned by the Warrant Agent, entitle the Holder thereof, subject to the provisions of this Agreement, to purchase one share of Common Stock for each Warrant represented thereby at an exercise price (the Exercise Price) of $0.01 per share, subject to adjustment as herein provided.

Subject to the terms and conditions set forth herein, the Warrants shall be exercisable at any time or from time to time on or prior to the Expiration Date.

The Warrants shall terminate and become void as of the close of business on the Expiration Date.

In order to exercise a Warrant or to sell a Warrant to the Company, the Holder thereof must surrender the Warrant Certificate evidencing such Warrant to the Warrant Agent, with one of the forms on the reverse of or attached to the Warrant Certificate duly executed, together with any required payment in full of the Exercise Price then in effect for the share of Underlying Common Stock as to which a Warrant is submitted for exercise or purchase. Any such payment of the Exercise Price shall be made (i) in cash or by certified or official bank check payable to the order of the Company or by wire transfer of funds to an account designated by the Company for such purpose or (ii) to the extent permitted by applicable law, by the surrender (which surrender shall be evidenced by cancellation of the number of Warrants represented by any Warrant Certificate presented in connection with a Cashless Exercise) of a Warrant or Warrants (represented by one or more relevant Warrant Certificates), and without the payment of the Exercise Price in cash, in exchange for the issuance of such number of shares of Underlying Common Stock equal to the product of (1) the number of shares of Underlying Common Stock for which such Warrant would be exercisable with payment in cash of the Exercise Price as of the date of exercise and (2) the Cashless Exercise Ratio. An exercise of a Warrant in accordance with subclause (ii) of the immediately preceding sentence is herein called a Cashless Exercise. If the Company has not effected the registration under the Securities Act of the issuance and sale of the Warrant Shares by the Company to the Holders of the Warrants upon the exercise of the Warrants, the Holders of the Warrants will be limited, if an exemption from the registration requirements of the Securities Act in connection with the issuance and sale of the Warrant Shares upon exercise of the Warrants is not available or such issuance and sale will not constitute a transaction not subject to those requirements, to exercising the Warrants solely pursuant to the Cashless Exercise option to the extent permitted by applicable law; provided, however, that if Cashless Exercise is not permitted by law and the Company has not effected the registration under the Securities Act of the issuance and sale of the shares of Underlying Common Stock by the Company to the Holders of the Warrants upon the exercise of the warrants pursuant to the Registration Rights of Holders of the Warrants set forth in Section 5, the Company shall pay to the Holders of Warrants wishing to exercise Warrants the excess of the total Current Market Value of the shares of Underlying Common Stock for which such Warrant would be exercisable (or if Warrants are to be exercised in part, such smaller number of as applicable) over the total Exercise Price for such.

All funds received upon the tender of Warrants shall be deposited by the Warrant Agent for the account of the Company, unless otherwise instructed in writing by the Company.

If fewer than all the Warrants represented by a Warrant Certificate are surrendered, such Warrant Certificate shall be surrendered and a new Warrant Certificate of the same tenor and for the number of Warrants that were not surrendered shall be executed by the Company. The Warrant Agent shall countersign the new Warrant Certificate, register it in such name or names as may be directed in writing by the Holder and deliver the new Warrant Certificate to the Person or Persons entitled to receive the same.

Upon surrender of a Warrant Certificate in conformity with the foregoing provisions, the Warrant Agent shall thereupon promptly notify the Company, and the Company shall transfer to the Holder of such Warrant Certificate appropriate evidence of ownership of any  shares of Underlying Common Stock or other securities or property (including any money) to which the Holder is entitled, registered or otherwise placed in, or payable to the order of, such name or names as may be directed in writing by the Holder, and shall deliver such evidence of ownership and any other securities or property (including any money) to the Person or Persons entitled to receive the same, together with an amount in cash in lieu of any fraction of a share as provided in Section 8.4.

THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR QUALIFIED UNDER APPLICABLE STATE SECURITIES LAWS. SUCH SHARES MAY BE OFFERED, SOLD OR TRANSFERRED ONLY IN COMPLIANCE WITH THE REQUIREMENTS OF SUCH ACT AND OF ANY APPLICABLE STATE SECURITIES LAWS AND SUBJECT TO THE PROVISIONS OF THE WARRANT CERTIFICATE PURSUANT TO WHICH SUCH SHARES WERE ISSUED. A COPY OF SUCH WARRANT CERTIFICATE IS AVAILABLE AT THE OFFICES OF THE COMPANY.

THESE WARRANTS AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR QUALIFIED UNDER APPLICABLE STATE SECURITIES LAWS. THESE WARRANTS AND SUCH SECURITIES MAY BE OFFERED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF ONLY IN COMPLIANCE WITH THE REQUIREMENTS OF SUCH ACT AND OF ANY APPLICABLE STATE SECURITIES LAWS AND SUBJECT TO THE PROVISIONS OF THIS WARRANT CERTIFICATE.

Each Holder may, but shall not be obligated to, accept such offer, by tendering to the Warrant Agent on or prior to the Purchase Date the Warrant Certificates evidencing the Warrants or the certificates evidencing any shares of the Underlying Common Stock which it desires to have purchased in such Disposition.

The purchase price for each Warrant tendered shall be equal to the shares of stock or other securities or other property (including any cash) the Holder of such Warrant would have received if such Holder had exercised such Warrant immediately prior to such Disposition, had been a seller or transferor in such Disposition and had received the maximum consideration to be received per share of Common Stock by any seller or transferor in such Disposition, less the Exercise Price for such Warrant then in effect. The purchase price for any shares of Underlying Common Stock tendered shall be equal to the shares of stock or other securities or other property (including any cash) the Holder of such Warrant would have received if such Holder had been a seller or transferor in such Disposition and had received the maximum consideration to be received per share of Common Stock by any seller or transferor in such Disposition.

In the event of a Disposition in which all or a portion of the consideration to be received by the Holder in such Disposition consists of securities, a member of the Management Group, the Company or the Purchaser shall obtain the written opinion of independent counsel as to whether such securities may be resold by such Holders immediately after the closing of the Disposition without registration of such securities under Section 5 of the Securities Act. In the event such counsel shall be of the opinion that such registration is required, the issuer of such securities must provide the Holders with the same Registration Rights with respect to such securities that they would have otherwise been entitled to under this Agreement after the closing of a Disposition.

Each Holder of Warrants may, but shall not be obligated to, exercise its Warrants in order to participate in any such Merger Transaction. In connection with any such exercise, such Holder shall pay in full the Exercise Price then in effect for the share of Registrable Common Stock as to which a Warrant is submitted for exercise and otherwise comply with the provisions of Section 3.5.

The Company shall withdraw from registration any Registrable Common Stock on request of a Holder, at the Company’s expense; provided that, in the case of a Registration Demand under Section 5.1, a Demand Registration shall be deemed to have been made for the purpose of the number of such Demands permitted to be made under Sections 5.1(a). The Company shall not be obligated to maintain the effectiveness of any Registration Statement if, after any withdrawal of Registrable Common Stock by a Holder, the number of shares of Registrable Common Stock remaining subject to such Registration Statement is less than 10% of the Registrable Common Stock deemed outstanding, unless (i) the Company is also, registering securities on such Registration Statement for its own account or (ii) if such Registration Statement relates to securities other than for the account of the Company, the Company shall be reimbursed by the non-withdrawing selling Holders for their pro rata share of all the expenses thereafter incurred for maintaining the registration of the Registrable Common Stock remaining subject to such registration.

This Section 6.1 applies to all Registration Statements filed by the Company and referred to in Section 5.1 or 5.2. The securities covered by each such Registration Statement are referred to as the Registered Securities. Each underwriter, agent, selling broker, dealer manager or similar securities industry professional participating in any offering of the Registered Securities is referred to as an underwriter or agent and any agreement entered into with an underwriter or agent is referred to as an underwriting or agency agreement. In connection with each such registration, the Company covenants with each Holder participating in such offering (each, a selling holder) and each underwriter or agent participating therein as follows:

provided, however, that this indemnity does not apply to any loss, liability, claim, damage or expense incurred by a selling shareholder to the extent arising out of an untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Company by such selling holder expressly for use in the Registration Statement (or any amendment thereto), or any preliminary prospectus or the Prospectus (or any amendment or supplement thereto).

The indemnity and contribution agreements contained in this Section 6 and the representations and warranties of the Company referred to in Section 6.1(j) shall remain operative and in full force and effect regardless of (i) any termination of any underwriting or agency agreement, (ii) any investigation made by or on behalf of the selling holders, the Company or any underwriter or agent or controlling person or (iii) the consummation of the sale or successive resales of the Registered Securities.

The Company covenants that it will file the reports required to be filed by it under the Securities Act and the rules and regulations of the SEC thereunder and the Exchange Act and the rules and regulations of the SEC thereunder and it will take such further action as any Holder of Warrants or Registrable Common Stock may reasonably request, all to the extent required from time to time to enable such Holder to sell Warrants or Registrable Common Stock without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 under the Securities Act, as such Rule may be amended from time to time. Upon the request of any Holder of Warrants or Registrable Common Stock, the Company will deliver to such Holder a written statement as to whether it has complied with such information and requirements.

If prior to the Expiration Date a voluntary or involuntary case or proceeding by or against the Company is commenced under any bankruptcy, insolvency or similar law or the stockholders of the Company approve the dissolution, liquidation or winding up of the Company, the Company shall give written notice thereof to the Holders of Warrants, at the earliest practicable time but in no event (x) in the case of any bankruptcy or insolvency proceeding, more than 20 days after the date on which such proceeding was instituted and (y) in the case of any proposed dissolution, liquidation or winding up of the affairs of the Company, less than 20 days prior to the date on which such transaction is expected to become effective or, if earlier, the record date for such transaction.

The Exercise Price and the number of shares of Common Stock issuable upon exercise of each Warrant shall be subject to adjustment from time to time as follows:

For purposes of this Section 8.1(b), (i) the “Cheap Stock Issued” shall be the number of additional shares of any Common Stock offered by the Company for subscription of purchase as described above minus the number of shares of Common Stock that the aggregate offering price of the total number of shares of Common Stock so offered would purchase at the then Current Market Value per share of Common Stock and (ii) the “Ownership Ratio” shall be a fraction, the numerator of which shall be the number of shares of Common Stock theretofore issuable upon exercise of all Warrants then outstanding, and the denominator of which shall be the fully diluted  shares of Common Stock then outstanding on the date of issuance of such rights, options, warrants or convertible or exchangeable securities minus the number of  shares of Common Stock theretofore issuable upon the exercise of all Warrants then outstanding.

Any adjustment to the number of shares of Common Stock issuable upon exercise of all Warrants then outstanding made pursuant to this Section 8.1(b) shall be allocated among the Warrants then outstanding on a pro rata basis.

For purposes of this Section 8.1(c), the term “eligible institution” shall mean a corporation organized and doing business under the laws of the United States of America or of any state thereof, authorized under such laws to exercise corporate trust powers, having a combined capital and surplus of at least $100,000,000, and subject to supervision or examination by Federal or state authority.

(B) The value of the Common Stock shall be determined by an Independent Financial Expert, which shall be selected by the Board of Directors of the Company, and retained on customary terms and conditions, using one or more valuation methods that the Independent Financial Expert, in its best professional judgment, determines to be most appropriate (giving effect to any discount attributable to any lack of liquidity of the Common Stock). The Company shall cause the Independent Financial Expert to deliver to the Company, with a copy to the Warrant Agent, a value report (the Value Report) stating the methods of valuation considered or used and the value of the Common Stock as of the Valuation Date, and containing a statement as to the nature and scope of the examination or investigation upon which the determination of value was made. The Warrant Agent shall furnish a copy of the Value Report to each Warrant Holder.

(C) The Independent Financial Expert shall not be liable to the Company or the Warrant Holders for the contents of the Value Report if the Independent Financial Expert shall have prepared such Value Report in good faith.

(D) The Independent Financial Expert shall be compensated by the Company for the opinions and services it provides as an Independent Financial Expert.

(E) The Valuation Date shall mean a date specified by the Independent Financial Expert in its Value Report.

Whenever the number of shares of Common Stock or other stock or property issuable upon the exercise of each Warrant or the Exercise Price is adjusted, as herein provided, the Company shall cause the Warrant Agent promptly to mail by first class mail, postage prepaid, to each Holder notice of such adjustment or adjustments and shall deliver to the Warrant Agent a certificate of a firm of independent public accountants selected by the Board of Directors of the Company (who may be the regular accountants employed by the Company) setting forth the number of shares of Common Stock or other stock or property issuable upon the exercise of each Warrant and the Exercise Price after such adjustment, setting forth a brief statement of the facts requiring such adjustment and setting forth the computation by which such adjustment was made. The Warrant Agent shall be entitled to rely on such certificate and shall be under no duty or responsibility with respect to any such certificate, except to exhibit the same from time to time, to any Holder desiring an inspection thereof during reasonable business hours. The Warrant Agent shall not at any time be under any duty or responsibility to any Holders to determine whether any facts exist that may require any adjustment of the Exercise Price or the number of shares of Common Stock or other stock or property issuable on exercise of the Warrants, or with respect to the nature or extent of any such adjustment when made, or with respect to the method employed in making such adjustment or the validity or value (or the kind or amount) of any  shares of Common Stock or other stock or property which may be issuable on exercise of the Warrants. The Warrant Agent shall not be responsible for any failure of the Company to make any cash payment or to issue, transfer or deliver any shares of Common Stock or stock certificates or other common stock or properties upon the exercise of any Warrant.

Irrespective of any adjustment in the Exercise Price or the number or kind of shares issuable upon the exercise of the Warrants, Warrants theretofore or thereafter issued may continue to express the same prize and number and kind of shares as are stated in the Warrants initially issuable pursuant to this Agreement.

The Company shall not be required to issue fractional shares of Common Stock on the exercise of Warrants. If more than one Warrant shall be presented for exercise in full at the same time by the same Holder, the number of full shares of Common Stock which shall be issuable upon such exercise thereof shall be computed on the basis of the aggregate number of shares of Common Stock acquirable on exercise of the Warrants so presented. If any fraction of a share of Common Stock would, except for the provisions of this Section be issuable on the exercise of any Warrant (or specified portion thereof), the Company shall pay an amount in cash calculated by it to be equal to the then Current Market Value per share of Common Stock multiplied by such fraction computed to the nearest whole cent.

The Warrant Certificates shall be issued in registered form only. The Company shall cause to be kept at the office of the Warrant Agent a register in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Warrant Certificates and of transfers or exchanges of Warrant Certificates as herein provided.

At the option of the Holder, Warrant Certificates may be exchanged at such office, and upon payment of the charges hereinafter provided. Whenever any Warrant Certificates are so surrendered for exchange, the Company shall execute, and the Warrant Agent shall countersign and deliver, the Warrant Certificates that the Holder making the exchange is entitled to receive.

All Warrant Certificates issued upon any registration of transfer or exchange of Warrant Certificates shall be the valid obligations of the Company, evidencing the same obligations, and entitled to the same benefits under this Agreement, as the Warrant Certificates surrendered for such registration of transfer or exchange.

Every Warrant Certificate surrendered for registration of transfer or exchange shall (if so required by the Company or the Warrant Agent) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Warrant Agent, duly executed by the Holder thereof or his attorney duly authorized in writing.

No service charge shall be made for any registration of transfer or exchange of Warrant Certificates. The Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Warrant Certificates.

Any Warrant Certificate when duly endorsed in blank shall be deemed negotiable and when a Warrant Certificate shall have been so endorsed, the Holder thereof may be treated by the Company, the Warrant Agent and all other persons dealing therewith as the absolute owner thereof for any purpose and as the Person entitled to exercise the rights represented thereby, or to the transfer thereof on the register of the Company maintained by the Warrant Agent, any notice to the contrary notwithstanding; but until such transfer on such register, the Company and the Warrant Agent may treat the registered Holder thereof as the owner for all purposes.

Prior to the exercise of the Warrants, no Holder of a Warrant Certificate, as such, shall be entitled to any rights of a stockholder of the Company, including, without limitation, the right to vote, to consent, to exercise any preemptive right, to receive any notice of meetings of stockholders for the election of directors of the Company or any other matter or to receive any notice of any proceedings of the Company, except as may be specifically provided for herein.

All rights of action in respect of this Agreement are vested in the Holders of the Warrants, and any Holder of any Warrant, without the consent of the Warrant Agent or the Holder of any other Warrant, may, in such Holder’s own behalf and for such Holder’s own benefit, enforce, and may institute and maintain any suit, action or proceeding against the Company suitable to enforce, or otherwise in respect of, such Holder’s right to exercise, exchange or tender for purchase such Holder’s Warrants in the manner provided in this Agreement.

The Company hereby appoints the Warrant Agent to act as agent of the Company as set forth in this Agreement. The Warrant Agent hereby accepts the appointment as agent of the Company and agrees to perform that agency upon the terms and conditions herein set forth, by all of which the Company and the Holders of Warrants, by their acceptance thereof, shall be bound. The Warrant Agent shall not by countersigning Warrant Certificates or by any other act hereunder be deemed to make any representations as to validity or authorization of the Warrants or the Warrant Certificates (except as to its countersignature thereon) or of any securities or other property delivered upon exercise or tender of any Warrant, or as to the accuracy of the computation of the Exercise Price or the number or kind or amount of stock or other securities or other property deliverable upon exercise of any Warrant, the independence of any Independent Financial Expert or the correctness of the representations of the Company made in such certificates that the Warrant Agent receives. The Warrant Agent shall not have any duty to calculate or determine any adjustments with respect either to the Exercise Price or the kind and amount of shares or other securities or any property receivable by Holders upon the exercise or tender of Warrants required from time to time, and the Warrant Agent shall have no duty or responsibility in determining the accuracy or correctness of such calculation. The Warrant Agent shall not (a) be liable for any recital or statement of fact contained herein or in the Warrant Certificates or for any action taken, suffered or omitted by it in good faith on the belief that any Warrant Certificate or any other documents or any signatures are genuine or properly authorized, (b) be responsible for any failure on the part of the Company to comply with any of its covenants and obligations contained in this Agreement or in the Warrant Certificates, or (c) be liable for any act or omission in connection with this Agreement except for its own negligence or willful misconduct. The Warrant Agent is hereby authorized to accept instructions with respect to the performance of its duties hereunder from the President, any Vice President or the Secretary of the Company and to apply to any such officer for instructions (which instructions will be promptly given in writing when requested) and the Warrant Agent shall not be liable for any action taken or suffered to be taken by it in good faith in accordance with the instructions of any such officer, but in its discretion the Warrant Agent may in lieu thereof accept other evidence of such or may require such further or additional evidence as it may deem reasonable.

The Warrant Agent may execute and exercise any of the rights and powers hereby vested in it or perform any duty hereunder either itself or by or through its attorneys, agents or employees, provided reasonable care has been exercised in the selection and in the continued employment of any such attorney, agent or employee. The Warrant Agent shall not be under any obligation or duty to institute, appear in or defend any action, suit or legal proceeding in respect hereof, unless first indemnified to its satisfaction, but this provision shall not affect the power of the Warrant Agent to take such action as the Warrant Agent may consider proper, whether with or without such indemnity. The Warrant Agent shall promptly notify the Company in writing of any claim made or action, suit or proceeding instituted against it arising out of or in connection with this Agreement.

The Company will perform, execute, acknowledge and deliver or cause to be performed, executed, acknowledged and delivered all such further acts, instruments and assurances as may reasonably be required by the Warrant Agent in order to enable it to carry out or perform its duties under this Agreement.

The Warrant Agent shall act solely as agent of the Company hereunder. The Warrant Agent shall not be liable except for the failure to perform such duties as are specifically set forth herein, and no implied covenants or obligations shall be read into this Agreement against the Warrant Agent, whose duties and obligations shall be determined solely by the express provisions hereof.

The Warrant Agent may at any time consult with legal counsel satisfactory to it (who may be legal counsel for the Company), and the Warrant Agent shall incur no liability or responsibility to the Company or to any Holder for any action taken, suffered or omitted by it in good faith in accordance with the opinion or advice of such counsel.

The Warrant Agent and any stockholder, director, officer or employee of the Warrant Agent may buy, sell or deal in any of the Warrants or other securities of the Company or its Affiliate or become pecuniarily interested in transactions in which the Company or its Affiliates may be interested, or contract with or lend money to the Company or its Affiliates or otherwise act as fully and freely as though it were not the Warrant Agent under this Agreement. Nothing herein shall preclude the Warrant Agent from acting in any other capacity for the Company or for any other legal entity.

The Company covenants that it will at all times reserve and keep available, free from pre-emptive rights, out of its authorized but unissued Common Stock, solely for the purpose of issue upon exercise of Warrants as herein provided, such number of shares of Common Stock as shall then be issuable upon the exercise of all outstanding Warrants. The Company covenants that all shares of Common Stock which shall be so issuable shall, upon such issue, be duly and validly issued and fully paid and non-assessable.

At any time when the Company declares any dividend on its Common Stock, it shall give notice to the Holders of all the then outstanding Warrants of any such declaration not less than 50 days prior to the related record date for payment of the dividend so declared.

The Company agrees that it will not grant any rights to register Warrants, or the related Underlying Common Stock, that are not granted to all Holders of the then outstanding Warrants.

Any moneys, securities or other property which at any time shall be deposited by the Company or on its behalf with the Warrant Agent pursuant to this Agreement shall be and are hereby assigned, transferred and set over to the Warrant Agent in trust for the purpose for which such moneys, securities, or other property shall have been deposited; but such moneys, securities or other property need not be segregated from other funds. securities or other property except to the extent required by law. The Warrant Agent shall distribute any money deposited with it for payment and distribution to the Holders by mailing by first-class mail a check in such amount as is appropriate, to each such Holder at the address shown on the Warrant register of the Company, or as it may be otherwise directed in writing by such Holder, upon surrender of such Holder’s Warrants or shares of Registrable Common Stock, as the case may be. Any money deposited with the Warrant Agent for payment and distribution to the Holders that remains unclaimed for two years after the date the money was deposited with the Warrant Agent shall be paid to the Company upon its request therefor.

The Company shall pay all taxes and other governmental charges that may be imposed on the Company or on the Warrants or on any securities deliverable upon exercise of Warrants with respect thereto. The Company shall not be required, however, to pay any tax or other charge imposed in connection with any transfer involved in the issue of any certificate for  shares of Common Stock or other securities underlying the Warrants or payment of cash to any Person other than the Holder of a Warrant Certificate surrendered upon the exercise or purchase of a Warrant, and in case of such transfer or payment, the Warrant Agent and the Company shall not be required to issue any stock certificate or pay any cash until such tax or charge has been paid or it has been established to the Warrant Agent’s and the Company’s satisfaction that no such tax or other charge is due.

Any Warrant Certificate surrendered for exercise or purchase shall, if surrendered to the Company, be delivered to the Warrant Agent, and all Warrant Certificates surrendered or so delivered to the Warrant Agent shall be promptly cancelled by such Warrant Agent and shall not be reissued by the Company. The Warrant Agent shall destroy such cancelled Warrant Certificates and deliver its certificate of destruction to the Company unless the Company shall otherwise direct.

If (a) any mutilated Warrant Certificate is surrendered to the Warrant Agent or (b) the Company and the Warrant Agent receive evidence to their satisfaction of the destruction, loss or theft of any Warrant Certificate, and there is delivered to the Company and the Warrant Agent such security or indemnity as may reasonably be required by them to save each of them harmless, then, in the absence of notice to the Company or the Warrant Agent that such Warrant Certificate has been acquired by a bona fide purchaser, the Company shall execute and upon its written request the Warrant Agent shall countersign and deliver, in exchange for any such mutilated Warrant Certificate or in lieu of any such destroyed, lost or stolen Warrant Certificate, a new Warrant Certificate of like tenor and for a like aggregate number of Warrants.

Upon the issuance of any new Warrant Certificate under this Section 13.4, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and other expenses (including the reasonable fees and expenses of the Warrant Agent and of counsel to the Company) in connection therewith.

Every new Warrant Certificate executed and delivered pursuant to this Section 13.4 in lieu of any destroyed, lost or stolen Warrant Certificate shall constitute an original contractual obligation of the Company, whether or not the destroyed, lost or stolen Warrant Certificate shall be at any time enforceable by anyone, and shall be entitled to the benefits of this Agreement equally and proportionately with any and all other Warrant Certificates duly executed and delivered hereunder.

The provisions of this Section 13.4 are exclusive and shall preclude (to the extent lawful) all other rights or remedies with respect to the replacement of mutilated, destroyed, lost, stolen or Warrant Certificates.

Attention: Chief Executive Officer and Chief Legal Officer

or such other address as shall have been furnished to the party giving or making such notice, demand or delivery.

This Agreement and each Warrant issued hereunder and all rights arising hereunder shall be governed by the laws of the State of New York.

This Agreement shall be binding upon and inure to the benefit of the Company and the Warrant Agent, and their respective successors, assigns, beneficiaries, executors and administrators, and the Holders from time to time of the Warrants. Nothing in this Agreement is intended or shall be construed to confer upon any Person, other than the Company, the Warrant Agent and the Holders of the Warrants, any right, remedy or claim under or by reason of this Agreement or any part hereof.

This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together constitute one and the same instrument.

The Company may, without the consent of the Holders of the Warrants, by supplemental agreement or otherwise, make any changes or corrections in this Agreement that it shall have been advised by counsel (a) are required to cure any ambiguity or to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein or (b) add to the covenants and agreements of the Company for the benefit of the Holders, or surrender any rights or power reserved to or conferred upon the Company in this Agreement; provided, that, in each case, such changes or corrections shall not adversely affect the interests of the Holders in any material respect. The Warrant Agent shall join with the Company in the execution and delivery of any such supplemental agreements unless it affects the Warrant Agent’s own rights, duties or immunities hereunder, in which case the Warrant Agent may, but shall not be required to, join in such execution and delivery.

The descriptive headings of the several Sections of this Agreement are inserted for convenience and shall not control or affect the meaning or construction of any of the provisions hereof.

Nothing in this Agreement, nor any action taken by the Warrant Agent or any Holder pursuant to this Agreement, is intended to constitute a waiver or amendment of any provision of the Credit Agreement or any other Finance Document (as defined in the Credit Agreement) and the Company shall perform all of its obligations under the Credit Agreement and any Finance Document to which the Company is a party in accordance with the terms thereof.

SIGNATORIES

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed, as of the day and year first above written.

WARP TECHNOLOGY HOLDINGS, INC.

By

Name and Title

FORTRESS CREDIT CORP.

By

Name and Title

By execution of this Agreement, the
Following shareholders acknowledge
and agree to be bound by the terms of
this Agreement:

RON BIENVENU

By
Ron Bienvenu