ex104.htm


    Exhibit
10.4

     

    WAIVER
AND MODIFICATION AGREEMENT

    


    Hague
Corp.                                                                                                                                                                                                                                                                                                  February
5, 2009

    7700 S.
River Parkway

    Tempe, AZ
85284

    


    Re:  Registration
Rights Agreement dated as of November 4, 2008

    


    Gentlemen:

    


    Each of the undersigned has entered
into a Registration Rights Agreement dated as of November 4, 2008, by and
between Hague Corp. and the several parties identified below. The Registration
Rights Agreement was entered into in connection with a Securities Purchase
Agreement dated as of the same date between Hague Corp. (the “Company”) and each
purchaser, as well as other transactional documents, including, without
limitation, Debentures, a Security Agreement, an Escrow Agreement and a
Subsidiary Guarantee, as well as certain exhibits and schedules thereto, and
related documents and agreements executed in connection with the transactions
contemplated thereunder (collectively the “Transaction
Documents”).  Further, Section 8 of the Debentures provides for an
event of default under subparagraphs ix and x in the event certain registration
rights have not been fulfilled by the Company within the time parameters
specified therein.

    


    By
signing below, each of the undersigned purchasers agrees to a 180-day extension
under the Registration Rights Agreement and under Section 8 of the Debentures
and any related provisions contained in the other Transaction Documents. This
180-day extension shall apply to all time periods specified in the Transaction
Documents that relate to these registration rights, as they pertain to obtaining
an effective Registration Statement for the Company’s Initial Registration
Statement. The parties agree that this Waiver and Modification shall not affect
the validity and the other terms and conditions of the Transaction Documents,
other than as described above.

    


    


    Name of Purchaser:  MKM Opportunity Master
Fund, Ltd.

    


    Signature
of Purchaser:   /s/ David
Skriloff                                                          

    Name and
Title of authorized Signatory: David Skriloff, Portfolio Manager

    


    


    Name of
Purchaser:  MKM SP1, LLC

    


    Signature
of Purchaser:  /s/ David
Skriloff                                                           

    Name and
Title of authorized Signatory: David Skriloff, Portfolio Manager

    


    


    Name of Purchaser: Steven
Posner Irrevocable Trust u/t/a Dated 06/17/65

    


    Signature
of Purchaser:  /s/ Steven
Posner                                                          

    Name and
Title of authorized Signatory: Steven Posner, Trustee

    


    


    


    AGREED TO
AND ACCEPTED BY:

    


    HAGUE
CORP.

    


    By:  /s/ Andrew
McKinnon                                                                

             Andrew
McKinnon, authorized on behalf of the Company