ex41to8k06113_08252008.htm


    Exhibit
4.1

    AMENDMENT
TO RIGHTS AGREEMENT

    


    THIS AMENDMENT TO RIGHTS AGREEMENT
(this “Amendment”) is made as of August 25, 2008 by New Century Equity
Holdings Corp., a Delaware corporation, (the “Company”), and The Bank of New
York Mellon Trust Company, N.A. (the “Rights Agent”):

    


    WHEREAS, the Company and the
Rights Agent are parties to a Rights Agreement dated as of July 10, 2006 (the
“Rights Agreement”);

    


    WHEREAS, the Company and
Dieter Esch (“Esch”), Lorex Investments AG (“Lorex”), Brad Krassner (“Krassner”)
and the Krassner Family Investments, L.P. (the “Krassner L.P.”) (each of Esch,
Lorex, Krassner and the Krassner L.P., a “Wilhelmina Seller and, collectively,
the “Wilhelmina Sellers”), Wilhelmina International, Ltd. (“Wilhelmina
International”) and certain entities affiliated with Wilhelmina
International  intend to enter into that certain agreement (the
“Wilhelmina Agreement”), pursuant to which, among other things, the Company will
issue Common Shares to the Selling Shareholders as partial consideration for the
acquisition of certain equity interests in Wilhelmina International and certain
entities affiliated with Wilhelmina International;

    


    WHEREAS, the Company desires
to amend the Rights Agreement so that the Wilhelmina Agreement and any
subsequent acquisition of Common Shares by Selling Shareholders pursuant to the
Wilhelmina Agreement does not affect any rights under the Rights Agreement;
and

    


    WHEREAS, pursuant to Section
27 of the Rights Agreement, the Board of Directors of the Company has determined
that an amendment to the Rights Agreement as set forth herein is necessary and
desirable in connection with the foreging and the Company and the Rights Agent
desire to evidence such amendment in writing.

    


    NOW, THEREFORE, BE IT RESOLVED
that the parties hereto hereby amend the Rights Agreement to the extent
and as provided as follows:

    


    1.  Amendment
of Section 1(a).  Section 1(a) of the Rights Agreement is amended to
add the following sentence at the end thereof:

    


    “Notwithstanding anything in this
Rights Agreement to the contrary, no Wilhelmina Seller nor any of their existing
or future Affiliates or Associates shall be deemed to be an Acquiring Person
solely by virtue of (i) the execution of the Wilhelmina
Agreement,  (ii) the acquisition of Common Shares pursuant to the
Wilhelmina Agreement, (iii) the consummation of any other transactions
contemplated by the Wilhelmina Agreement, or (iv) the issuance of stock options
to such Wilhelmina Seller or the exercise thereof.”

    


    2.  Amendment
of Section 1(ee).  Section 1(ee) of the Rights Agreement is amended to
add the following sentence at the end thereof:

    


     “;
provided,  however,  that no Triggering Event shall result
solely by virtue of (i) the  execution  of the Wilhelmina
Agreement,  (ii) the acquisition of Common Shares pursuant to the
Wilhelmina Agreement, (iii) the consummation of any other transactions
contemplated by the Wilhelmina Agreement, or (iv) the issuance of stock options
to any Wilhelmina Seller or the exercise thereof by such Wilhelmina
Seller.”

    


    3.  Amendment
of Section 1.  Section 1 of the Rights Agreement is amended to add a
new definition as subsection (ff) at the end thereof:

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    “(ff)  “Wilhelmina
Agreement” means that certain agreement dated August 25, 2008 by and among the
Company, Dieter Esch, Lorex Investments AG, Brad Krassner, the Krassner Family
Investments, L.P., Wilhelmina International, Ltd., certain entities affiliated
with Wilhelmina International, certain other individuals set forth on a schedule
thereto.

    


    4.   Amendment
of Section 1.  Section 1 of the Rights Agreement is amended to add a
new definition as subsection (gg) at the end thereof:

    


    “(gg)  “Wilhelmina
Seller” means Dieter Esch, Lorex Investments AG, Brad Krassner, Krassner Family
Investments, L.P., Sean Patterson, Kevin Garnett, Glenn Damota, Serge
Massat, Robert Kreusler, Eve Gianni, Marlene Wallach and Corey
Preston.

    


    5.  Amendment
of Section 3(a).  Section 3(a) of the Rights Agreement is amended to
add the following sentence at the end thereof:

    


    “Notwithstanding
anything in this Rights Agreement to the contrary, a Distribution Date shall not
be deemed to have occurred solely by virtue of (i) the execution of the
Wilhelmina Agreement, (ii) the acquisition of Common Shares pursuant to the
Wilhelmina Agreement, (iii) the consummation of any other transactions
contemplated by the Wilhelmina Agreement, or (iv) the issuance of stock options
to any Wilhelmina Seller or the exercise thereof by such Wilhelmina
Seller.”

    


    6.  Amendment
of Section 7(a).  Section 7(a) of the Rights Agreement is amended to
add the following sentence at the end thereof:

    


    “Notwithstanding anything in this
Rights Agreement to the contrary, neither (i) the execution of the Wilhelmina
Agreement;  (ii) the acquisition of Common Shares pursuant to the
Wilhelmina Agreement; (iii) the consummation of any other transactions
contemplated by the Wilhelmina Agreement; nor (iv) the issuance of stock options
to any Wilhelmina Seller or the exercise thereof by such Wilhelmina Seller,
shall be deemed to be events that cause the Rights to become exercisable
pursuant to the provisions of this Section 7 or otherwise.”

    


    7.  Amendment
of Section 11.  Section 11 of the Rights Agreement is amended to add
the following sentence after the first sentence of said Section:

    


    “Notwithstanding anything in this
Rights Agreement to the contrary, neither (i) the execution of the Wilhelmina
Agreement; (ii) the acquisition of Common Shares pursuant to the Wilhelmina
Agreement; (iii) the consummation of any other transactions contemplated by the
Wilhelmina Agreement; nor (iv) the issuance of stock options to any Wilhelmina
Seller or the exercise thereof by such Wilhelmina Seller, shall be deemed to
cause the Rights to be adjusted or to become exercisable in accordance with this
Section 11.”

    


    8.  Amendment of Section
13.  Section 13 of the Rights Agreement is amended to add the
following sentence at the end thereof:

    


    “Notwithstanding anything in this
Rights Agreement to the contrary, neither  (i) the execution of the
Wilhelmina Agreement; (ii) the acquisition of Common Shares pursuant to the
Wilhelmina Agreement; (iii) the consummation of any other transactions
contemplated by the Wilhelmina Agreement; nor (iv) the issuance of stock options
to any Wilhelmina Seller or the exercise thereof by such Wilhelmina Seller,
shall be deemed to be events of the type described in this Section 13 or to
cause the Rights to be adjusted or to become exercisable in accordance with
Section 13.”

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    9.  Amendment
of Section 25(a).  Section 25(a) of the Rights Agreement is amended to
add the following sentence at the end thereof:

    


    “Notwithstanding anything in this
Rights Agreement to the contrary, neither (i) the execution of the Wilhelmina
Agreement; (ii) the acquisition of Common Shares pursuant to the Wilhelmina
Agreement; (iii) the consummation of any other transactions contemplated by the
Wilhelmina Agreement; nor (iv) the issuance of stock options to any Wilhelmina
Seller or the exercise thereof by such Wilhelmina Seller, shall be deemed to
require the Company to provide notice in accordance with this Section
25.”

    


    10.  Effectiveness.
This Amendment shall be deemed effective as of the date first written above, as
if executed on such date. Except as amended hereby, the Rights Agreement shall
remain in full force and effect and shall be otherwise unaffected
hereby.

    


    11.  Miscellaneous.  This
Amendment shall be deemed to be a contract made under the laws of the
Commonwealth of Delaware and for all purposes shall be governed by and construed
in accordance with the laws of such state applicable to contracts to be made and
performed entirely within such state.  This Amendment may be executed
in any number of counterparts, each of such counterparts shall for all purposes
be deemed to be an original, and all such counterparts shall together constitute
but one and the same instrument.  If any provision, covenant or
restriction of this Amendment is held by a court of competent jurisdiction or
other authority to be invalid, illegal or unenforceable, the remainder of the
terms, provisions, covenants and restrictions of this Amendment shall remain in
full force and effect and shall in no way be effected, impaired or
invalidated.

    


    IN
WITNESS WHEREOF, this Amendment is effective as of the day and year first
referenced above.

    


    
      	 
      	
              NEW
      CENTURY EQUITY HOLDINGS CORP.

            
	 
      	 
      
	 
      	
              By:

            	
              
                /s/
      Mark Schwarz

              

            
	 
      	 
      	
              Name:

            	
              Mark
      Schwarz

            
	 
      	 
      	
              Title:

            	
              Acting
      Chief Executive Officer

            


    

    


    
      	 
      	
              THE
      BANK OF NEW YORK MELLON TRUST COMPANY, N.A.

            
	 
      	 
      
	 
      	
              By:

            	
              
                /s/
      Mauri J. Cowen

              

            
	 
      	 
      	
              Name:

            	
              Mauri
      J. Cowen

            
	 
      	 
      	
              Title:

            	
              Vice
      President

            


    

    


    


    CERTIFICATION
TO RIGHTS AGENT: The officer of the Company whose duly authorized signature
appears above certifies that this Amendment is in compliance with the terms of
Section 27 of the Rights Agreement.