**Exhibit 4.6**

**WARRANT CLARIFICATION AGREEMENT**

This Warrant Clarification Agreement (this “Agreement”),dated July 19, 2006, is to the Warrant Agreement, dated as of August 15, 2005(the “Warrant Agreement”), by and between Stone Arcade Acquisition Corp., a Delawarecorporation, with offices at c/o Stone-Kaplan Investments, LLC, One NorthfieldPlaza, Suite 480, Northfield, Illinois 60093 (“Company”), and Continental StockTransfer & Trust Company, a New York corporation, with offices at 17 BatteryPlace, New York, New York 10004 (“Warrant Agent”).

**WHEREAS**, Section 9.8 of the Warrant Agreement provides thatthe parties to the Warrant Agreement may amend the Warrant Agreement withoutthe consent of any registered holder for the purpose of curing any ambiguity,or of curing, correcting or supplementing any defective provision containedtherein or adding or changing any other provisions with respect to matters orquestions arising under the Warrant Agreement as the parties may deem necessaryor desirable and that the parties deem shall not adversely affect the interestof the registered holders;

**WHEREAS**, as a result of certain questions that have arisenregarding the accounting treatment applicable to the Warrants, the partieshereto deem it necessary and desirable to amend the Warrant Agreement toclarify that the registered holders do not have the right to receive a net cashsettlement in the event the Company does not maintain a current prospectusrelating to the common stock issuable upon exercise of the warrants at the timesuch warrants are exercisable.

**NOW, THEREFORE**, in consideration of the mutual agreementscontained herein and other good and valuable consideration, the receipt andsufficiency of which are hereby acknowledged, and intending to be legally boundhereby, the parties hereto agree to amend the Warrant Agreement as set forthherein.

1.*  **Warrant Agreements.*   Theundersigned hereby agree that the Warrant Agreement is hereby amended by addingthe following last sentence to Section 3.3.2:

“In no event will the registered holder of a Warrantbe entitled to receive a net cash settlement or other consideration in lieu ofphysical settlement in shares of Common Stock if the Common Stock underlyingthe Warrants is not covered by an effective registration statement.”

2.*  **Miscellaneous.*

a.*  **Governing Law; Jurisdiction.*   Thevalidity, interpretation, and performance of this Agreement shall be governedin all respects by the laws of the State of New York, without giving effect toconflict of laws. The Company hereby agrees that any action, proceeding orclaim against it arising out of or relating in any way to this Agreement shallbe brought and enforced in the courts of the State of New York or the UnitedStates District Court for the Southern District of New York, and irrevocablysubmits to such jurisdiction, which jurisdiction shall be exclusive. The Companyhereby waives any objection to such exclusive jurisdiction and that such courtsrepresent an inconvenience forum. Any such process or summons to be served uponthe Company may be served by transmitting a copy thereof by registered orcertified mail, return receipt requested, postage prepaid, addressed to it incare of the address set forth above or such other address as the undersignedshall furnish in writing to the other. Such mailing shall be deemed personalservice and shall be legal and binding upon the Company in any action,proceeding or claim.

b.*  **Binding Effect.*   ThisAgreement shall be binding upon and inure to the benefit of the parties heretoand to their respective heirs, legal representatives, successors and assigns.

c.*  **Entire Agreement.*   This Agreementsets forth the entire agreement and understanding between the parties as to thesubject matter thereof and merges and supersedes all prior discussions,agreements and understandings of any and every nature among them. Except as setforth in this Agreement, provisions of the 

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original WarrantAgreement which are not inconsistent with this Agreement shall remain in fullforce and effect. This Agreement may be executed in counterparts.

d.*  **Severability.*   ThisAgreement shall be deemed severable, and the invalidity or unenforceability ofany term or provision hereof shall not affect the validity or enforceability ofthis Agreement or of any other term or provision hereof. Furthermore, in lieuof any such invalid or unenforceable term or provision, the parties heretointend that there shall be added as a part of this Agreement a provision assimilar in terms to such invalid or unenforceable provision as may be possibleand be valid and enforceable

IN WITNESS WHEREOF, the parties hereto have executedthis Warrant Clarification Agreement as of the date first written above.
|        | STONE ARCADE ACQUISTION CORP.          |
|--------|----------------------------------------|
|   |                                   |
|   | By:                                    | /s/ Roger W. Stone |
|   | Name:                                  | Roger Stone |
|   | Title:                                 | Chairman and CEO |
|   |                                   |
|   | CONTINENTAL STOCK TRANSFER & TRUST |
|   |                                   |
|   | By:                                    | /s/ Steve Nelson |
|   | Name:                                  | Steve Nelson |
|   | Title:                                 | Chairman |

 

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