**Exhibit 10.33**

**JOINDER AGREEMENT**

ThisJoinder Agreement (this “Agreement”) is byand between **VI ACQUISITIONCORP.,** a Delaware corporation(the “Company”) and **JEFFRYL. GUIDO** (“Guido”).

**RECITALS**

A.            Pursuant to the terms of aManagement Agreement between the Company and Guido dated of even date herewith(the “Management Agreement”), Guido is acquiring from the Company 10,948 sharesof the Company’s Common Stock, par value $4.53 per share Common Stock.

B.            The Company requires execution ofthis Joinder Agreement as a condition to the sale of the shares under theManagement Agreement.

NOW,THEREFORE, in consideration of the foregoing and for other good and valuableconsideration, the receipt and sufficiency of which are acknowledged by theparties hereto, the parties agree as follows:

1.             Registration Rights Agreement

a.             Guido is hereby made a party to theRegistration Rights Agreement dated as of June 13, 2003, by and among theCompany and the other parties thereto (the “Registration Rights Agreement”) inthe capacity of an “Executive” (as such term is defined in the RegistrationRights Agreement), and Guido hereby agrees to be bound by all of the terms andconditions set forth in the Registration Rights Agreement applicable to Guidoas an Executive, as to all shares purchased under the Management Agreement.

b.             Guido shall execute a signaturepage to the Registration Rights Agreement in the form attached hereto as Schedule1.b., which signature page shall be attached to and made a part of theRegistration Rights Agreement.

c.             The Schedule of Security Holders tothe Registration Rights Agreement shall hereby be replaced with Schedule 1.cattached hereto.

2.             Stockholders Agreement

a.             Guido is hereby made a party to theStockholders Agreement dated as of June 13, 2003, by and among the Companyand the other parties thereto (the “Stockholders Agreement”) in the capacity ofan “Executive” and a “Stockholder” (as such terms are defined in theStockholders Agreement), and Guido hereby agrees to be bound by all of theterms and conditions set forth in the Stockholders Agreement 

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applicable to himas an Executive and a Stockholder, as to all shares purchased under theManagement Agreement.

b.             Guido shall execute a signaturepage to the Stockholders Agreement in the form attached hereto as Schedule 2,which signature page shall be attached to and made a part of the StockholdersAgreement.

3.             The Agreement is binding upon theparties hereto and their permitted successors and assigns.

4.             This Agreement may be executed inone or more counterparts, and by facsimile signature, each of which shall bedeemed an original, but all of which when taken together, shall constitute oneand the same instrument.

5.             This Agreement shall be governed byand construed in accordance with the laws of the State of Delaware.

# IN WITNESS WHEREOF, theparties have executed this Agreement as of the               dayof May, 2006.

| **Company:**         | ** **              |       |
|----------------------|-------------------------|------------|
| ** **           | ** **              |       |
| VI ACQUISITION CORP. | ** **              |       |
|                 |                    |       |   |
|                 |                    |       |   |
| By:                  | ** **              | ** ** |   |
|                 | Debra Koenig, President | ** ** | JEFFRY L. GUIDO |

 

2

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**SCHEDULE1.b.**
|        |   |            |   |
|--------|--------|-----------------|--------|
|   |   |            |   |
|        |   | JEFFRY L. GUIDO |   |

 

VI AcquisitionCorp.Registration Rights AgreementJoinder Signature Page

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**SCHEDULE1.c**

**SCHEDULE OF SECURITY HOLDERS**

WINDPOINT PARTNERS IV, L.P.

WINDPOINT PARTNERS V, L.P.

WINDPOINT IV EXECUTIVE ADVISOR PARTNERS, L.P.

WINDPOINT ASSOCIATES IV, LLC

676 N. MichiganAvenue, Suite 3700

Chicago, IL 60611

Fax:  (312) 255-4820

Tel.: (312)255-4800

Attn.:   Michael J. Solot

*With acopy to:*

Sachnoff & Weaver,Ltd.

30 S. WackerDrive, 29th Floor

Chicago, Illinois60606

Fax:  (312) 207-1000

Tel:  (312) 207-6400

Attn:   Seth M. Hemming, Esq.

MIDOAKS INVESTMENTS LLC

750 Lake CookRoad, Suite 440

Buffalo Grove,Illinois  60089

Fax:  (847) 215-3421

Tel:  (847) 215-3420

Attn:   Wayne C.Kocourek

*With a copy to:*

GREENBERGTRAURIG, LLP

77 West WackerDrive

Suite 2500

Chicago,Illinois  60601

Fax:  (312) 456-8435

Tel:  (312) 456-8400

Attn:   David W.Schoenberg

A.G. EDWARDS PRIVATE EQUITYPARTNERS QP II, L.P.

A.G. EDWARDS PRIVATE EQUITYPARTNERS II, L.P.

A.G. EdwardsCapital, Inc.

One NorthJefferson

St. Louis, MO  63103

Fax:  (314) 955-8095

Tel:  (314) 955-3971

Attn:   PatriciaA. Dahl

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WALTER VAN BENTHUYSEN

17 Tartan Lakes Ct.

Westmont, IL 60559

ALLIED CAPITAL CORPORATION

401 N. Michigan Ave., Suite 2050

Chicago, IL 60611

Attn:  Ed Ross,Managing Director

*With a copy to:*

Moore & Van Allen PLLC

100 North Tryon Street, Suite 4700

Charlotte, North Carolina 28202

Attn:  JohnChinuntdet

GLEACHER MEZZANINE FUND I,L.P.

GLEACHER MEZZANINE FUND P,L.P.

660 Madison Avenue, 17th Floor

New York, NY 10021

Attn:   MaryGay, Managing Director

*With a copy to:*

Moore & Van Allen PLLC

100 North Tryon Street, Suite 4700

Charlotte, North Carolina 28202

Attn:   JohnChinuntdet

SUNTRUST BANKS, INC.

C/O SUNTRUST EQUITY PARTNERS

303 Peachtree Street, N.E., 25th Floor

Atlanta, GA 30308

Attn:   PalmerHenson, Director

*With a copy to:*

Moore & Van Allen PLLC

100 North Tryon Street, Suite 4700

Charlotte, North Carolina 28202

Attn:   JohnChinuntdet

2

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IF TO THE FOLLOWING EXECUTIVES, at the addressappearing in the Company’s records:

Debra Koenig

Timothy Kanaly

Daniel Gresham

Mark Hampton

Donald Prismon

VI AcquisitionCorp.Stockholders AgreementSchedule of Security Holders

3

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**SCHEDULE2**
|        |   |            |   |
|--------|--------|-----------------|--------|
|   |   |            |   |
|        |   | JEFFRY L. GUIDO |   |

 

VI AcquisitionCorp.Stockholders AgreementJoinder Signature Page

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