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Exhibit 10.4 Amendment No. 1 to SUBSIDIARY GUARANTEE
AMENDMENT NO. 1, dated as of April 30, 2008 (this
“Amendment”), to the Subsidiary Guarantee, dated as of
March 31, 2006, made by each of the Guarantors, in favor of the
Purchasers under the Purchase Agreement (the “Subsidiary
Guarantee”). RECITALS WHEREAS, on March 31,
2006, the Company and the Purchasers entered into a loan
transaction pursuant to which the Purchasers made a loan to the
Company in the original aggregate principal amount of $5,000,000,
which loan was evidenced by the Transaction Documents, including
without limitation, the Notes; WHEREAS, subsequent to March
31, 2006, from time to time the Company requested that changes be
made to certain provisions included in the Transaction Documents,
and the Purchasers agreed to make such changes; WHEREAS,
among other things, pursuant to a letter agreement dated March 22,
2007 between the Company and the Purchasers (the “March 2007
Letter Agreement”), the Maturity Date of the Notes was
extended from January 1, 2008, to January 1, 2009; WHEREAS,
in partial consideration of the Purchasers agreeing to make the
changes requested by the Company, pursuant to a letter agreement
dated September 28, 2007 between the Company and the Purchasers
(the “September 2007 Letter Agreement”), the aggregate
principal amount outstanding on the Notes was increased by $250,000
to $5,250,000; WHEREAS, in subsequent discussions the
Company and the Secured Parties verbally agreed to further changes
to the terms of the Notes, including further extensions of the
Maturity Date and increases in the aggregate principal amount of
the Notes; WHEREAS, the parties now desire to amend the
Subsidiary Guarantee to memorialize the (i) extension of the
Maturity Date provided for in the March 2007 Letter Agreement, (ii)
increase in the aggregate principal amount outstanding on the
Notes
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