Exhibit 4.6


WARRANT CLARIFICATION AGREEMENT


This Warrant Clarification Agreement (this “Agreement”),
dated July 19, 2006, is to the Warrant Agreement, dated as of August 15, 2005
(the “Warrant Agreement”), by and between Stone Arcade Acquisition Corp., a Delaware
corporation, with offices at c/o Stone-Kaplan Investments, LLC, One Northfield
Plaza, Suite 480, Northfield, Illinois 60093 (“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, Section 9.8 of the Warrant Agreement provides that
the parties to the Warrant Agreement may amend the Warrant Agreement without
the consent of any registered holder for the purpose of curing any ambiguity,
or of curing, correcting or supplementing any defective provision contained
therein or adding or changing any other provisions with respect to matters or
questions arising under the Warrant Agreement as the parties may deem necessary
or desirable and that the parties deem shall not adversely affect the interest
of the registered holders;


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.   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.


c.   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.


d.   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.


	
  

  	
  STONE ARCADE ACQUISTION CORP.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Roger W. Stone

  
	
   

  	
  Name:

  	
  Roger Stone

  
	
   

  	
  Title:

  	
  Chairman and CEO

  
	
   

  	
   

  
	
   

  	
  CONTINENTAL STOCK TRANSFER & TRUST

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Steve Nelson

  
	
   

  	
  Name:

  	
  Steve Nelson

  
	
   

  	
  Title:

  	
  Chairman