**Exhibit 4.6**

**AMENDED AND RESTATED WARRANTCLARIFICATION AGREEMENT**

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This Amended and RestatedWarrant Clarification Agreement (this “Agreement”), dated November 27, 2006amends and restates the Warrant Clarification Agreement dated July 19, 2006, tothe Warrant Agreement, dated as of August 15, 2005 (the “Warrant Agreement”),by and between Stone Arcade Acquisition Corp., a Delaware corporation, withoffices at c/o Stone-Kaplan Investments, LLC, One Northfield Plaza, Suite 480,Northfield, Illinois 60093 (“Company”), and Continental Stock Transfer &Trust Company, a New York corporation, with offices at 17 Battery Place,New York, New York 10004 (“Warrant Agent”).

 

**WHEREAS**,Section 9.8 of the Warrant Agreement provides that the parties to the WarrantAgreement may amend the Warrant Agreement without the consent of any registeredholder for the purpose of curing any ambiguity, or of curing, correcting orsupplementing any defective provision contained therein or adding or changingany other provisions with respect to matters or questions arising under theWarrant Agreement as the parties may deem necessary or desirable and that theparties deem shall not adversely affect the interest of the registered holders;

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**WHEREAS**, as aresult of certain questions that have arisen regarding the accounting treatmentapplicable to the Warrants, the parties hereto deem it necessary and desirableto amend the Warrant Agreement to clarify that the registered holders do nothave the right to receive a net cash settlement in the event the Company doesnot maintain a current prospectus relating to the common stock issuable uponexercise of the warrants at the time such warrants are exercisable.

 

**NOW, THEREFORE**,in consideration of the mutual agreements contained herein and other good andvaluable consideration, the receipt and sufficiency of which are herebyacknowledged, and intending to be legally bound hereby, the parties heretoagree to amend the Warrant Agreement as set forth herein. 

 

1.             Exercise of the Warrants. The undersigned herebyagree that the Warrant Agreement is hereby amended by adding the following lasttwo sentences to Section 3.3.2:

 

“In no event will theregistered holder of a Warrant be entitled to receive a net-cash settlement orother consideration in lieu of physical settlement in shares of Common Stock ifthe Common Stock underlying the Warrants is not covered by an effectiveregistration statement. Accordingly, the Warrants may expire unexercised andworthless if a current registration statement covering the Common Stock is noteffective.”

 

2.             Redemption of the Warrants. The undersignedhereby agree that the Warrant Agreement is hereby amended by adding thefollowing penultimate sentence to Section 6.1:

 

“For the avoidance ofdoubt, the Company may redeem the Warrants only if there is an effectiveregistration statement with respect to the Common Stock to enable the exerciseof the Warrants during the period specified in Section 6.3 hereof.

 

3.             Miscellaneous. 

 

a.             Governing Law; Jurisdiction. The validity, interpretation,and performance of this Agreement shall be governed in all respects by the lawsof the State of New York, without giving effect to conflict of laws.  The Company hereby agrees that any action,proceeding or claim against it arising out of or relating in any way to thisAgreement shall be brought and enforced in the courts of the State of New Yorkor the United States District Court for the Southern District of New York, andirrevocably submits to such jurisdiction, which jurisdiction shall be exclusive.  The Company hereby waives any objection tosuch exclusive jurisdiction and that such courts represent an inconvenienceforum.  Any such process or summons to beserved upon the Company may be served by transmitting a copy thereof byregistered or certified mail, return receipt requested, postage prepaid,addressed to it in care of the address set forth above or such other address asthe undersigned shall furnish in writing to the other.  Such mailing shall be deemed personal serviceand shall be legal and binding upon the Company in any action, proceeding orclaim. 

 

b.             Binding Effect. This Agreement shall be bindingupon and inure to the benefit of the parties hereto and to their respectiveheirs, legal representatives, successors and assigns.  

 

c.             Entire Agreement. This Agreement sets forth theentire agreement and understanding between the parties as to the subject matterthereof and merges and supersedes all prior discussions, agreements andunderstandings of any and every nature among them. Except as set forth in thisAgreement, provisions of the original Warrant Agreement which are notinconsistent with this Agreement shall remain in full force and effect.  This Agreement may be executed incounterparts.

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d.             Severability. This Agreement shall be deemed severable, and the invalidity orunenforceability of any term or provision hereof shall not affect the validityor enforceability of this Agreement or of any other term or provisionhereof.  Furthermore, in lieu of any suchinvalid or unenforceable term or provision, the parties hereto intend thatthere shall be added as a part of this Agreement a provision as similar interms to such invalid or unenforceable provision as may be possible and bevalid and enforceable.

INWITNESS WHEREOF, the parties hereto have executed this Amended and Restated WarrantClarification 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 |

 
|                     Accepted  and Agreed:          |                   |   |
|--------------------------------------------------------------------------------------------------------------------------------------------------------|------------------------|--------|
|                                                                                                                                                   |                   |   |
|                     MORGAN  JOSEPH & CO., INC. |                   |   |
|                                                                                                                                                   |                   |   |   |
|                                                                                                                                                   |                   |   |   |
|                                                                                                                                                   |                   |   |   |
| By:                                                                                                                                                    | /s/ Mary Lou Malanoski |   |   |
| Name:                                                                                                                                                  | Mary Lou Malanoski     |   |   |
| Title:                                                                                                                                                 | Managing Dir           |   |   |
|                                                                                                                                                   |                   |   |   |
|                                                                                                                                                   |                   |   |   |
|                                                                                                                                                   |                   |   |   |
|                                                                                                                                                   |                   |   |   |

 

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