**WARRANT
        CLARIFICATION AGREEMENT**
  This
        Warrant Clarification Agreement (this “Agreement”), dated January 30, 2008, is
        to the Warrant Agreement, dated as of April 13, 2006 (the “Warrant Agreement”),
        by and between Jaguar Acquisition Corporation, a Delaware corporation, with
        offices at 8 Tower Bridge, Suite 1050, 161 Washington Street, Conshohocken,
        PA
        19428 (“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,** as
        a
        result of certain questions that have arisen regarding the accounting treatment
        applicable to the Warrants, the parties hereto deem it necessary and desirable
        to amend the Warrant Agreement to clarify that the registered holders do
        not
        have the right to receive a net cash settlement in the event the Company
        does
        not maintain a current prospectus relating to the common stock issuable upon
        exercise of the warrants at the time such warrants are exercisable.
  **NOW,
        THEREFORE** ,
        in
        consideration of the mutual agreements contained herein and other good and
        valuable consideration, the receipt and sufficiency of which are hereby
        acknowledged, and intending to be legally bound hereby, the parties hereto
        agree
        to amend the Warrant Agreement as set forth herein.
  1.  Warrant
        Agreements .
        The
        undersigned hereby agree that the Warrant Agreement is hereby amended by
        adding
        the following last sentence to Section 3.3.2:
  “In
        no
        event will the registered holder of a Warrant be entitled to receive a net-cash
        settlement or other consideration in lieu of physical settlement in shares
        of
        Common Stock if the Common Stock underlying the Warrants is not covered by
        an
        effective registration statement.”
  2.  Miscellaneous .
  a.  Governing
        Law; Jurisdiction .
        The
        validity, interpretation, and performance of this Agreement shall be governed
        in
        all respects by the laws of 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 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
        in
        care of the address set forth above or such other address as the undersigned
        shall furnish in writing to the other. Such mailing shall be deemed personal
        service and shall be legal and binding upon the Company in any action,
        proceeding or claim.
  
  b.  Responsibility
        of the Warrant Agent .
        The
        Warrant Agent has no responsibility for the correctness of the recitals above
        which shall be taken as statements of the Company, and makes no representations
        as to the validity, sufficiency or enforceability of this
        Agreement.
  c.  Binding
        Effect .
        This
        Agreement shall be binding upon and inure to the benefit of the parties hereto
        and to their respective heirs, legal representatives, successors and assigns.
  d.  Entire
        Agreement .
        This
        Agreement sets forth the entire agreement and understanding between the parties
        as to the subject matter thereof and merges and supersedes all prior
        discussions, agreements and understandings of any and every nature among
        them.
        Except as set forth in this Agreement, provisions of the original Warrant
        Agreement which are not inconsistent with this Agreement shall remain in
        full
        force and effect. This Agreement may be executed in counterparts.
  e.  Severability .
        This
        Agreement shall be deemed severable, and the invalidity or unenforceability
        of
        any term or provision hereof shall not affect the validity or enforceability
        of
        this Agreement or of any other term or provision hereof. Furthermore, in
        lieu of
        any such invalid or unenforceable term or provision, the parties hereto intend
        that there shall be added as a part of this Agreement a provision as similar
        in
        terms to such invalid or unenforceable provision as may be possible and be
        valid
        and enforceable
  
  IN
        WITNESS WHEREOF, the parties hereto have executed this Warrant Clarification
        Agreement as of the date first written above.
 
 JAGUAR ACQUISTION CORPORATIONBy:
              /s/
                  Jonathan KalmanName:
              Jonathan
                  KalmanTitle:
              Chief Executive OfficerCONTINENTAL STOCK TRANSFER &TRUST COMPANYBy:
              /s/
                  Steven NelsonName:
              Steven
                  NelsonTitle:
              Chairman