Re: 409A Correction for Amended and Restated Voting Agreement

Exhibit 10.70

October 15, 2008

Mariner Partners, Inc.
500 Mamaroneck Avenue
4th Floor
Harrison, New York 10528

Re: 409A Correction for Amended and Restated Voting Agreement

Gentlemen:

Reference is made to (a) the Amended and Restated Voting Agreement dated as of October 12, 2005, a copy of which is attached hereto as Exhibit A (the “ Amended and Restated Voting Agreement ), and (b) the Amended and Restated Voting Agreement dated as of October 15, 2008, a copy of which is attached hereto as Exhibit B (the “ 2008 Voting Agreement ).

Whereas, the undersigned recognize that the Amended and Restated Voting Agreement and the 2008 Amended and Restated Voting Agreement are identical except for their different grant dates for the stock options granted therein, and

Whereas, the undersigned mutually agree that, in order to better establish an exemption from Code Section 409A, it is desirable to execute the 2008 Amended and Restated Voting Agreement as a