Exhibit 4.3


WARRANT AGREEMENT


Agreement made as of June 7, 2006 between HD Partners
Acquisition Corporation, a Delaware corporation, with offices at 2601 Ocean
Park Boulevard, Suite 320, Santa Monica, California 90405 (“Company”), and
American Stock Transfer & Trust Company, a New York corporation, with
offices at 59 Maiden Lane, Plaza Level, New York, New York 10038 (“Warrant
Agent”).


WHEREAS,
the Company is engaged in a public offering (“Public Offering”) of Units (“Units”)  and, in connection therewith, has determined
to issue and deliver up to (i) 21,562,500 Warrants (“Public Warrants”) to the
public investors, and (ii) 1,875,000 Warrants to Morgan Joseph & Co. Inc. (“the
“Representative”) or its designees (“Representative’s Warrants” and, together
with the Public Warrants and the Founding Director Warrants (as defined below),
the “Warrants”), each of such Warrants evidencing the right of the holder
thereof to purchase one share of the Company’s common stock, par value $.001
per share (“Common Stock”).


WHEREAS,
concurrently with the closing of the Public Offering, certain of the Company’s
officers and directors have collectively agreed to purchase a combined total of
2,250,000 Warrants at a price of $1.00 per Warrant (the “Founding Director
Warrants”), each of such Founding Director Warrants evidencing the right of the
holder thereof to purchase one share of Common Stock;


WHEREAS, the Company has filed
with the Securities and Exchange Commission a Registration Statement on Form
S-1, No. 333-130531 (“Registration Statement”), for the registration, under the
Securities Act of 1933, as amended (“Act”), of, among other securities, the
Warrants and the Common Stock issuable upon exercise of the Warrants; and


WHEREAS, the Company desires the
Warrant Agent to act on behalf of the Company, and the Warrant Agent is willing
to so act, in connection with the issuance, registration, transfer, exchange,
redemption and exercise of the Warrants; and


WHEREAS, the Company desires to
provide for the form and provisions of the Warrants, the terms upon which they
shall be issued and exercised, and the respective











rights, limitation of rights, and
immunities of the Company, the Warrant Agent, and the holders of the Warrants;
and


WHEREAS, all acts and things have
been done and performed which are necessary to make the Warrants, when executed
on behalf of the Company and countersigned by or on behalf of the Warrant
Agent, as provided herein, the valid, binding and legal obligations of the
Company, and to authorize the execution and delivery of this Agreement.


NOW, THEREFORE, in consideration
of the mutual agreements herein contained, the parties hereto agree as follows:


1.                                       Appointment of Warrant Agent.  The
Company hereby appoints the Warrant Agent to act as agent for the Company for the
Warrants, and the Warrant Agent hereby accepts such appointment and agrees to
perform the same in accordance with the terms and conditions set forth in this
Agreement.


2.                                       Warrants.


2.1.                              Form of Warrant.  Each Warrant shall be issued in
registered form only, shall be in substantially the form of Exhibit A hereto,
the provisions of which are incorporated herein and shall be signed by, or bear
the facsimile signature of, the Chairman of the Board or President and
Treasurer, Secretary or Assistant Secretary of the Company and shall bear a
facsimile of the Company’s seal. In the event the person whose facsimile
signature has been placed upon any Warrant shall have ceased to serve in the
capacity in which such person signed the Warrant before such Warrant is issued,
it may be issued with the same effect as if he or she had not ceased to be such
at the date of issuance.


2.2.                              Effect of Countersignature.  Unless
and until countersigned by the Warrant Agent pursuant to this Agreement, a
Warrant shall be invalid and of no effect and may not be exercised by the
holder thereof.











2.3.                              Registration.


2.3.1.                     Warrant Register.  The Warrant Agent shall
maintain books (“Warrant Register”) for the registration of original issuance
and the registration of transfer of the Warrants.  Upon the initial issuance of the Warrants,
the Warrant Agent shall issue and register the Warrants in the names of the
respective holders thereof in such denom­inations and otherwise in accordance
with instructions delivered to the Warrant Agent by the Company.


2.3.2.                     Registered Holder.  Prior to
due presentment for registration of transfer of any Warrant, the Company and
the Warrant Agent may deem and treat the person in whose name such Warrant
shall be registered upon the Warrant Register (“registered holder”), as the
absolute owner of such Warrant and of each Warrant represented thereby
(notwithstanding any notation of ownership or other writing on the Warrant
Certificate made by anyone other than the Company or the Warrant Agent), for
the purpose of any exercise thereof, and for all other purposes, and neither
the Company nor the Warrant Agent shall be affected by any notice to the
contrary.


2.4.                              Detachability of Warrants.  The
securities comprising the Units will not be separately transferable until 90
days after the date hereof unless the Representative informs the Company of its
decision to allow earlier separate trading, but in no event will the
Representative allow separate trading of the securities comprising the Units
until the Company files a Current Report on Form 8-K which includes an audited
balance sheet reflecting the receipt by the Company of the gross proceeds of
the Public Offering including the proceeds received by the Company from the
exercise of the Underwriter’s over-allotment option, if the over-allotment
option is exercised prior to the filing of the Form 8-K, and the Underwriter’s
over-allotment option has either expired or been exercised in full.  The Company shall file a separate
Current Report on Form 8-K if the over-allotment option is exercised in whole
or in part after the consummation of the offering and shall include in this
Form 8-K, or amendment thereto, or in a subsequent Form 8-K, information
indicating if the representative has allowed separate trading of common stock and
warrants prior to the 90th day after the date of this prospectus.


2.5                                 Warrants and Representative’s Warrants.  The
Representative’s Warrants shall have the same terms and be in the same form as
the Public Warrants except with respect to the Warrant Price as set forth below
in Section 3.1.











3.                                       Terms and Exercise of Warrants


3.1.                              Warrant Price.  Each Warrant shall, when
counter­signed by the Warrant Agent, entitle the registered holder thereof,
subject to the provisions of such Public Warrant and of this Warrant Agreement,
to purchase from the Company the number of shares of Common Stock stated
therein, at the price of $5.50 per whole share, subject to the adjustments
provided in Section 4 hereof and in the last sentence of this Section 3.1.  Each of the Representative’s Warrants shall,
when countersigned by the Warrant Agent, entitle the registered holder thereof,
subject to the provisions of such Representative’s Warrants and of this Warrant
Agreement, to purchase from the Company the number of shares of Common Stock
stated therein, at the price of $6.875 per whole share, subject to the
adjustments provided in Section 4 hereof.  The term “Warrant Price” as used
in this Warrant Agreement refers to the price per share at which Common Stock
may be purchased at the time a Warrant is exercised; provided that any
such reduction shall be identical in percentage terms among all of the
Warrants.


3.2.                              Duration of Warrants.  A Warrant
may be exercised only during the period (“Exercise Period”) commencing on the
later of (i) the consummation by the Company of a merger, capital stock
exchange, asset acquisition or other similar business combination (“Business Combination”) (as described more fully in
the Company’s Registration Statement) and (ii) June 1, 2007, and terminating at
5:00 p.m., New York City time on the earlier to occur of (i) June 1, 2010
or (ii) the date fixed for redemption of the Warrants as provided in
Section 6 of this Agreement (“Expiration Date”).  Except with respect to the right to receive
the Redemption Price (as set forth in Section 6 hereunder), each Warrant not
exercised on or before the Expiration Date shall become void, and all rights
thereunder and all rights in respect thereof under this Agreement shall cease
at the close of business on the Expiration Date; provided that any such
extension shall be identical in duration among all of the Warrants.


3.3.                              Exercise of Warrants.


3.3.1.                     Payment.  Subject to the provisions of
the Warrant and this Warrant Agreement, a Warrant, when countersigned by the Warrant
Agent, may be exercised by the registered holder thereof by surrendering it, at
the office of the Warrant Agent, or at the office of its successor as Warrant
Agent, in the Borough of Manhattan, City and State of











New York, with the subscription
form, as set forth in the Warrant, duly executed, and by paying in full, in
lawful money of the United States, in cash, good certified check or good bank
draft payable to the order of the Company (or as otherwise agreed to by the
Company), the Warrant Price for each full share of Common Stock as to which the
Warrant is exercised and any and all applicable taxes due in connection with
the exercise of the Warrant, the exchange of the Warrant for the Common Stock,
and the issuance of the Common Stock.


3.3.2.                     Issuance of Certificates.  As soon
as practicable after the exercise of any Warrant and the clearance of the funds
in payment of the Warrant Price, the Company shall issue to the registered
holder of such Warrant a certificate or certificates for the number of full
shares of Common Stock to which he is entitled, registered in such name or
names as may be directed by him, her or it, and if such Warrant shall not have
been exercised in full, a new countersigned Warrant for the number of shares as
to which such Warrant shall not have been exercised.  Notwithstanding the foregoing, the Company
shall not be obligated to deliver any securities pursuant to the exercise of a
Warrant unless a registration statement under the Act with respect to the
Common Stock is effective.  Warrants may
not be exercised by, or securities issued to, any registered holder in any
state in which such exercise would be unlawful.


3.3.3.                     Valid Issuance.  All shares of Common Stock
issued upon the proper exercise of a Warrant in conformity with this Agreement
shall be validly issued, fully paid and nonassessable.


3.3.4.                     Date of Issuance.  Each person in whose name any
such certificate for shares of Common Stock is issued shall for all purposes be
deemed to have become the holder of record of such shares on the date on which
the Warrant was surrendered and payment of the Warrant Price was made,
irrespective of the date of delivery of such certificate, except that, if the
date of such surrender and payment is a date when the stock transfer books of
the Company are closed, such person shall be deemed to have become the holder
of such shares at the close of business on the next succeeding date on which
the stock transfer books are open.


3.3.5   Intentionally Omitted.











4.                                       Adjustments.


4.1.                              Stock Dividends - Split-Ups.  If after
the date hereof, and subject to the provisions of Section 4.6 below, the number
of outstanding shares of Common Stock is increased by a stock dividend payable
in shares of Common Stock, or by a split-up of shares of Common Stock, or
other similar event, then, on the effective date of such stock dividend, split-up
or similar event, the number of shares of Common Stock issuable on exercise of
each Warrant shall be increased in proportion to such increase in outstanding
shares of Common Stock.


4.2.                              Aggregation of Shares.  If after
the date hereof, and subject to the provisions of Section 4.6, the number
of outstanding shares of Common Stock is decreased by a consolidation,
combination, reverse stock split or reclassifi­cation of shares of Common Stock
or other similar event, then, on the effective date of such consolidation,
combination, reverse stock split, reclassification or similar event, the number
of shares of Common Stock issuable on exercise of each Warrant shall be
decreased in proportion to such decrease in outstanding shares of Common Stock.


4.3                                 Adjustments
in Exercise Price.  Whenever the
number of shares of Common Stock purchasable upon the exercise of the Warrants
is adjusted, as provided in Section 4.1 and 4.2 above, the Warrant Price shall
be adjusted (to the nearest cent) by multiplying such Warrant Price immediately
prior to such adjustment by a fraction (x) the numerator of which shall be the
number of shares of Common Stock purchasable upon the exercise of the Warrants
immediately prior to such adjustment, and (y) the denominator of which shall be
the number of shares of Common Stock so purchasable immediately thereafter.


4.4.                              Replacement
of Securities upon Reorganization, etc. 
In case of any reclassification or reorganization of the outstanding
shares of Common Stock (other than a change covered by Section 4.1 or 4.2
hereof or that solely affects the par value of such shares of Common Stock), or
in the case of any merger or consolidation of the Company with or into another
corporation (other than a consolidation or merger in which the Company is the
continuing corporation and that does not result in any reclassification or
reorganization of the outstanding shares of Common Stock), or in the case of
any sale or conveyance to another corporation or entity of the assets or other
property of the Company as an entirety or substantially as an entirety in
connection with which the











Company is dissolved, the Warrant holders shall
thereafter have the right to purchase and receive, upon the basis and upon the
terms and conditions specified in the Warrants and in lieu of the shares of
Common Stock of the Company immediately theretofore purchasable and receivable
upon the exercise of the rights represented thereby, the kind and amount of
shares of stock or other securities or property (including cash) receivable
upon such reclassification, reorganization, merger or consolidation, or upon a
dissolution following any such sale or transfer, that the Warrant holder would
have received if such Warrant holder had exercised his, her or its Warrant(s)
immediately prior to such event; and if any reclassification also results in a
change in shares of Common Stock covered by Section 4.1 or 4.2, then such
adjustment shall be made pursuant to Sections 4.1, 4.2, 4.3 and this
Section 4.4.  The provisions of this
Section 4.4 shall similarly apply to successive reclassifications,
reorganizations, mergers or consolidations, sales or other transfers.


4.5.                              Notices of Changes in Warrant.  Upon
every adjustment of the Warrant Price or the number of shares issuable upon
exercise of a Warrant, the Company shall give written notice thereof to the
Warrant Agent, which notice shall state the Warrant Price resulting from such
adjust­ment and the increase or decrease, if any, in the number of shares
purchasable at such price upon the exercise of a Warrant, setting forth in
reasonable detail the method of calculation and the facts upon which such
calculation is based.  Upon the
occurrence of any event specified in Sections 4.1, 4.2, 4.3 or 4.4, then, in
any such event, the Company shall give written notice to each Warrant holder,
at the last address set forth for such holder in the warrant register, of the
record date or the effective date of the event. 
Failure to give such notice, or any defect therein, shall not affect the
legality or validity of such event.


4.6.                              No Fractional Shares. 
Notwithstanding any provision contained in this Warrant Agreement to the
contrary, the Company shall not issue fractional shares upon exercise of
Warrants.  If, by reason of any
adjustment made pursuant to this Section 4, the holder of any Warrant
would be entitled, upon the exercise of such Warrant, to receive a fractional
interest in a share, the Company shall, upon such exercise, round up to the
nearest whole number the number of the shares of Common Stock to be issued to
the Warrant holder.


4.7.                              Form of Warrant.  The form of Warrant need not be
changed because of any adjustment pursuant to this Section 4, and Warrants
issued after such adjustment may state











the same Warrant Price and the
same number of shares as is stated in the Warrants initially issued pursuant to
this Agreement.  However, the Company may
at any time in its sole discretion make any change in the form of Warrant that
the Company may deem appropriate and that does not affect the substance
thereof, and any Warrant thereafter issued or countersigned, whether in
exchange or substitution for an outstanding Warrant or otherwise, may be in the
form as so changed.


5.                                       Transfer and Exchange of Warrants.


5.1.                              Registration of Transfer.  The
Warrant Agent shall register the transfer, from time to time, of any
outstanding Warrant upon the Warrant Register, upon surrender of such Warrant
for transfer, properly endorsed with signatures properly guaranteed and
accompanied by appropriate instructions for transfer.  Upon any such transfer, a new Warrant
representing an equal aggregate number of Warrants shall be issued and the old
Warrant shall be cancelled by the Warrant Agent.  The Warrants so cancelled shall be delivered
by the Warrant Agent to the Company from time to time upon request.


5.2.                              Procedure for Surrender of Warrants.  Warrants
may be surrendered to the Warrant Agent, together with a written request for
exchange or transfer, and there­upon the Warrant Agent shall issue in exchange
therefor one or more new Warrants as requested by the registered holder of the
Warrants so surrendered, representing an equal aggregate number of Warrants;
provided, however, that in the event that a Warrant surrendered for transfer
bears a restrictive legend, the Warrant Agent shall not cancel such Warrant and
issue new Warrants in exchange therefor until the Warrant Agent has received an
opinion of counsel for the Company stating that such transfer may be made and
indicating whether the new Warrants must also bear a restrictive legend.


5.3.                              Fractional Warrants.  The
Warrant Agent shall not be required to effect any registration of transfer or
exchange which will result in the issuance of a warrant certificate for a
fraction of a warrant.


5.4.                              Service Charges.  No service charge shall be made
for any exchange or registration of transfer of Warrants.


5.5.                              Warrant Execution and Countersignature.  The
Warrant Agent is hereby authorized to countersign and to deliver, in accordance
with the terms of this Agreement,











the Warrants required to be
issued pursuant to the provisions of this Section 5, and the Company, whenever
required by the Warrant Agent, will supply the Warrant Agent with Warrants duly
executed on behalf of the Company for such purpose.


6.                                       Redemption.


6.1.                              Redemption.  Subject to Section 6.4 hereof,
not less than all of the outstanding Warrants
may be redeemed, at the option of the Company, at any time after they become
exercisable and prior to their expiration, at the office of the Warrant Agent,
upon the notice referred to in Section 6.2, at the price of $.01 per
Warrant (“Redemption Price”), provided that the last sales price of the Common
Stock has been at least $11.50 per share, on each of twenty (20) trading days
within any thirty (30) trading day period ending on the third business day
prior to the date on which notice of redemption is given.  The provisions of this Section 6.1 may
not be modified, amended or deleted without the prior written consent of the
Representative.


6.2.                              Date Fixed for, and Notice of, Redemption.  In the
event the Company shall elect to redeem all of the Warrants, the Company shall
fix a date for the redemption.  Notice of
redemption shall be mailed by first class mail, postage prepaid, by the Company
not less than 30 days prior to the date fixed for redemption to the registered
holders of the Warrants to be redeemed at their last addresses as they shall
appear on the registration books.  Any
notice mailed in the manner herein provided shall be conclusively presumed to
have been duly given whether or not the registered holder received such notice.


6.3.                              Exercise After Notice of Redemption.  The
Warrants may be exercised, for cash at any time after notice of redemption shall
have been given by the Company pursuant to Section 6.2 hereof and prior to the
time and date fixed for redemption.  On
and after the redemption date, the record holder of the Warrants shall have no
further rights except to receive, upon surrender of the Warrants, the
Redemption Price.


6.4                                 Outstanding Warrants Only. The Company understands that the redemption
rights provided for by this Section 6 apply only to outstanding Warrants. To
the extent a person holds rights to purchase Warrants, such purchase rights
shall not be extinguished by redemption. However, once such purchase rights are
exercised, the Company may redeem the Warrants issued upon such exercise
provided that the criteria for redemption is met. Notwithstanding the
foregoing, the Founding Director Warrants will not be transferable or











saleable by the officer and
directors holding such Founding Director Warrants until the Company completes a
merger, capital stock exchange, asset acquisition or other similar
business combination with an operating business (subject, however, to permitted transfers as set forth in Section 4.3
of that certain Stock Escrow Agreement dated as of June 7, 2006, by and among
the Warrant Agent, the Company and certain holders of the Founding Warrants)
and will be non-redeemable. The provisions of this Section 6.4 may not be
modified, amended or deleted without the prior written consent of the
Representative.


7.                                       Other Provisions Relating to Rights of Holders of
Warrants.


7.1.                              No Rights as Stockholder.  A Warrant
does not entitle the registered holder thereof to any of the rights of a
stockholder of the Company, including, without limitation, the right to receive
divi­dends, or other distributions, exercise any preemptive rights to vote or
to consent or to receive notice as stockholders in respect of the meetings of
stockholders or the election of directors of the Company or any other matter.


7.2.                              Lost, Stolen, Mutilated, or Destroyed Warrants.  If any
Warrant is lost, stolen, mutilated, or destroyed, the Company and the Warrant
Agent may on such terms as to indemnity or otherwise as they may in their
discretion impose (which shall, in the case of a mutilated Warrant, include the
surrender thereof), issue a new Warrant of like denomination, tenor, and date
as the Warrant so lost, stolen, mutilated, or destroyed.  Any such new Warrant shall constitute a
substitute contractual obligation of the Company, whether or not the allegedly
lost, stolen, mutilated, or destroyed Warrant shall be at any time enforceable
by anyone.


7.3.                              Reservation of Common Stock.  The
Company shall at all times reserve and keep available a number of its
authorized but unissued shares of Common Stock that will be sufficient to
permit the exercise in full of all outstanding Warrants issued pursuant to this
Agreement.


7.4.                              Registration of Common Stock.  The
Company agrees that prior to the commencement of the Exercise Period, it shall
file with the Securities and Exchange Commission a post-effective amendment to
the Registration Statement, or a new registration statement, for the
registration, under the Act, of, and it shall take such action as is necessary
to qualify for sale, in those states in which the Warrants were initially
offered by the Company, the Common Stock issuable upon exercise of the
Warrants.  In either











case, the Company will use its
best efforts to cause the same to become effective and to maintain the
effectiveness of such registration statement until the expiration of the
Warrants in accordance with the provisions of this Agreement.  The provisions of this Section 7.4 may
not be modified, amended or deleted without the prior written consent of the
Representative.


8.                                       Concerning the Warrant Agent and Other Matters.


8.1.                              Payment of Taxes.  The Company will from time to
time promptly pay all taxes and charges that may be im­posed upon the Company
or the Warrant Agent in respect of the issuance or delivery of shares of Common
Stock upon the exercise of Warrants, but the Company shall not be obligated to
pay any transfer taxes in respect of the Warrants or such shares.


8.2.                              Resignation, Consolidation, or Merger of Warrant
Agent.


8.2.1.                     Appointment of Successor Warrant Agent.  The
Warrant Agent, or any successor to it hereafter appointed, may resign its
duties and be discharged from all further duties and liabilities hereunder
after giving sixty (60) days’ notice in writing to the Company.  If the office of the Warrant Agent becomes
vacant by resignation or incapacity to act or otherwise, the Company shall
appoint in writing a successor Warrant Agent in place of the Warrant
Agent.  If the Company shall fail to make
such appointment within a period of 30 days after it has been notified in
writing of such resignation or incapacity by the Warrant Agent or by the holder
of the Warrant (who shall, with such notice, submit his Warrant for inspection
by the Company), then the holder of any Warrant may apply to the Supreme Court
of the State of New York for the County of New York for the appoint­ment of a
successor Warrant Agent at the Company’s cost. 
Any successor Warrant Agent, whether appointed by the Company or by such
court, shall be a corporation organized and existing under the laws of the
State of New York, in good standing and having its principal office in the
Borough of Manhattan, City and State of New York, and authorized under such
laws to exercise corporate trust powers and subject to supervision or
examination by federal or state authority. 
After appointment, any successor Warrant Agent shall be vested with all
the authority, powers, rights, immunities, duties, and obligations of its
predecessor Warrant Agent with like effect as if originally named as Warrant
Agent hereunder, without any further act or deed; but if for any reason it
becomes necessary or appropriate, the predecessor Warrant Agent shall execute
and deliver, at the expense of the Company, an











instrument transferring to such
successor Warrant Agent all the authority, powers, and rights of such
predecessor Warrant Agent here­under; and upon request of any successor Warrant
Agent the Company shall make, exe­cute, acknowledge, and deliver any and all
instruments in writing for more fully and effectually vesting in and confirming
to such successor Warrant Agent all such authority, powers, rights, immunities,
duties, and obligations.


8.2.2.                     Notice of Successor Warrant Agent.  In the
event a successor Warrant Agent shall be appointed, the Company shall give
notice thereof to the predecessor Warrant Agent and the transfer agent for the
Common Stock not later than the effective date of any such appointment.


8.2.3.                     Merger or Consolidation of Warrant Agent.  Any
corporation into which the Warrant Agent may be merged or with which it may be
consolidated or any corporation resulting from any merger or consolidation to
which the Warrant Agent shall be a party shall be the successor Warrant Agent
under this Agreement without any further act.


8.3.                              Fees and Expenses of Warrant Agent.


8.3.1.                     Remuneration.  The Company agrees to pay the
Warrant Agent reasonable remuneration for its services as such Warrant Agent
hereunder and will reim­burse the Warrant Agent upon demand for all
expenditures that the Warrant Agent may reasonably incur in the execution of
its duties hereunder.


8.3.2.                     Further Assurances.  The
Company agrees to perform, execute, acknowledge, and deliver or cause to be
performed, executed, acknowledged, and delivered all such further and other
acts, instruments, and assurances as may reason­ably be required by the Warrant
Agent for the carrying out or performing of the provisions of this Agreement.











8.4.                              Liability of Warrant Agent.


8.4.1.                     Reliance on Company Statement.  Whenever
in the performance of its duties under this Warrant Agreement, the Warrant
Agent shall deem it necessary or desirable that any fact or matter be proved or
estab­lished by the Company prior to taking or suffering any action hereunder,
such fact or matter (unless other evidence in respect thereof be herein
specifically prescribed) may be deemed to be conclusively proved and
established by a statement signed by the President or Chairman of the Board of
the Company and delivered to the Warrant Agent. 
The Warrant Agent may rely upon such statement for any action taken or
suffered in good faith by it pursuant to the provisions of this Agreement.


8.4.2.                     Indemnity.  The Warrant Agent shall be
liable hereunder only for its own negligence, willful mis­conduct or bad
faith.  The Company agrees to indemnify
the Warrant Agent and save it harmless against any and all liabilities,
including judgments, costs and reasonable counsel fees, for anything done or
omitted by the Warrant Agent in the execution of this Agreement except as a
result of the Warrant Agent’s negligence, willful miscon­duct, or bad faith.


8.4.3.                     Exclusions.  The Warrant Agent shall have no
respons­ibility with respect to the validity of this Agreement or with respect
to the validity or execution of any Warrant (except its countersignature
thereof); nor shall it be responsible for any breach by the Company of any
covenant or condition contained in this Agreement or in any Warrant; nor shall
it be responsible to make any adjustments required under the provisions of
Section 4 hereof or responsible for the manner, method, or amount of any such
adjustment or the ascertaining of the existence of facts that would require any
such adjustment; nor shall it by any act hereunder be deemed to make any
represen­tation or warranty as to the authorization or reservation of any
shares of Common Stock to be issued pursuant to this Agreement or any Warrant
or as to whether any shares of Common Stock will when issued be valid and fully
paid and nonassessable.


8.5.                              Acceptance of Agency.  The
Warrant Agent hereby accepts the agency established by this Agreement and
agrees to perform the same upon the terms and condi­tions herein set forth and
among other things, shall account promptly to the Company with respect to
Warrants exercised and concurrently account for, and pay to the Company, all











moneys received by the Warrant
Agent for the purchase of shares of Common Stock through the exercise of Warrants.


9.                                       Miscellaneous Provisions.


9.1.                              Successors.  All the covenants and
provisions of this Agreement by or for the benefit of the Company or the
Warrant Agent shall bind and inure to the benefit of their respective
successors and assigns.


9.2.                              Notices.  Any notice, statement or demand
authorized by this Warrant Agreement to be given or made by the Warrant Agent
or by the holder of any Warrant to or on the Company shall be sufficiently
given when so delivered if by hand or overnight delivery or if sent by certified
mail or private courier service within five days after deposit of such notice,
postage prepaid, addressed (until another address is filed in writing by the
Company with the Warrant Agent), as follows:


HD Partners Acquisition Corporation


2601 Ocean Park
Boulevard, Suite 320


Santa Monica,
California 90405


Attn:     Bruce
Lederman, Executive Vice President and Secretary


Any notice, statement or
demand authorized by this Agreement to be given or made by the holder of any
Warrant or by the Company to or on the Warrant Agent shall be sufficiently
given when so delivered if by hand or overnight delivery or if sent by
certified mail or private courier service within five days after deposit of
such notice, postage prepaid, addressed (until another address is filed in
writing by the Warrant Agent with the Company), as follows:


American Stock Transfer &
Trust Company


59 Maiden Lane


Plaza Level


New York, New York 10038


Attn:    Herb
Lemmer, Vice President


Fax No.: (718)
331-1852


with a copy in each case to:


DLA Piper Rudnick Gray
Cary US LLP

1251 Avenue of the Americas











New York, New York
10020-1104

Attn: Jonathan Klein, Esq.

Fax No.: (212) 835-6001


and


Ellenoff Grossman
& Schole LLP


370 Lexington
Avenue


New York, New York
10017


Attn:    Douglas S. Ellenoff, Esq.


Fax No.: (212)
370-7889


and


Morgan
Joseph & Co. Inc.


600
Fifth Avenue, 19th Floor


New
York, New York 10020


Attn:    Mary
Lou Malanoski


Fax
No.: (212) 218-3718


9.3.                              Applicable law.  The validity, interpretation,
and performance of this Agreement and of the Warrants shall be governed in all
respects by the laws of the State of New York, without giving effect to
conflicts of law principles that would result in the application of the
substantive laws of another jurisdiction. 
The Company hereby agrees that any action, proceeding or claim
against it arising out of or relating in any way to this Agreement shall be
brought and enforced in the courts of the State of New York or the United
States District Court for the Southern District of New York, and irrevocably submits
to such jurisdiction, which jurisdiction shall be exclusive.  The Company hereby waives any objection to
such exclusive jurisdiction and that such courts represent an inconvenience
forum.  Any such process or summons to be
served upon the Company may be served by transmitting a copy thereof by
registered or certified mail, return receipt requested, postage prepaid,
addressed to it at the address set forth in Section 9.2 hereof.  Such mailing shall be deemed personal service
and shall be legal and binding upon the Company in any action, proceeding or
claim.


9.4.                              Persons Having Rights under this Agreement.  Nothing
in this Agreement expressed and nothing that may be implied from any of the
provisions hereof is intended, or shall be construed, to confer upon, or give
to, any person or corporation other than the parties here­to and the registered
holders of the Warrants and, for the purposes of











Sections 6.1, 6.4, 7.4 and
9.2 hereof, the Representative, any right, remedy, or claim under or by reason
of this Warrant Agreement or of any covenant, condition, stipulation, promise,
or agreement hereof.  The Representative
shall be deemed to be a third-party beneficiary of this Agreement with respect
to Sections 6.1, 6.4, 7.4 and 9.2 hereof. 
All covenants, conditions, stipulations, promises, and agreements
contained in this Warrant Agreement shall be for the sole and exclusive benefit
of the parties hereto (and the Representative with respect to the Sections 6.1,
6.4, 7.4 and 9.2 hereof) and their successors and assigns and of the registered
holders of the Warrants.


9.5.                              Examination of the Warrant Agreement.  A copy of
this Agreement shall be available at all reason­able times at the office of the
Warrant Agent in the Borough of Manhattan, City and State of New York, for
inspection by the registered holder of any Warrant.  The Warrant Agent may require any such holder
to submit his Warrant for inspection by it.


9.6.                              Counterparts.  This Agreement may be executed
in any number of counterparts and 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.


9.7.                              Effect of Headings.  The
Section headings herein are for convenience only and are not part of this
Warrant Agreement and shall not affect the inter­pretation thereof.


9.8                                 Amendments.  This Warrant Agreement may be
amended by the parties hereto without consent of any registered holder for the
purpose of curing any ambiguity, or of curing, correcting or supplementing any
defective provision contained herein that the parties deem shall not adversely
affect the interest of the registered holders. 
All other modifications or amendments, including any amendment to
increase the Warrant Price or shorten the Exercise Period, shall require the
written consent of each of the Company and the registered holders of a majority
of then outstanding Warrants. 
Notwithstanding the foregoing, the Company may lower the Warrant Price
or extend the duration of the Exercise Period in accordance with Section 3.1
and 3.2, respectively, without such consent.


[Remainder of page
intentionally left blank]











IN WITNESS WHEREOF, this Warrant
Agreement has been duly executed by the parties hereto as of the day and year
first above written.


	
  Attest:

  	
   

  	
  HD PARTNERS ACQUISITION CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Eddy
  Hartenstein 

  	
   

  
	
   

  	
   

  	
   

  	
  Name: Eddy
  Hartenstein

  
	
   

  	
   

  	
   

  	
  Title:  President
  and Chief Executive Officer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Attest:

  	
   

  	
  AMERICAN STOCK TRANSFER

  
	
   

  	
   

  	
  & TRUST
  COMPANY

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/ Susan Silber

  	
   

  	
  By:

  	
  /s/ Herbert J.
  Lemmer

  	
   

  
	
  Name:  Susan Silber

  	
   

  	
   

  	
  Name:

  	
  Herbert J. Lemmer

  
	
  Title:    Assistant Secretary

  	
   

  	
  Title:

  	
  Vice President