AMENDMENT AND WAIVER NO. 1 TO CREDIT AGREEMENT

Exhibit 10.29

AMENDMENT AND WAIVER NO. 1 TO CREDIT AGREEMENT

      THIS AMENDMENT AND WAIVER NO. 1 TO AMENDED AND RESTATED CREDIT AGREEMENT , dated as of April 20, 2007 (the “ Amendment ”), is by and among DEI SALES, INC. , a Florida corporation (the “ Borrower ”), those Affiliates of the Borrower identified as “Guarantors” on the signature pages hereto (the “ Guarantors ”), the financial institutions party hereto (collectively, the “ Lenders ”; and individually, a “ Lender ”), and CANADIAN IMPERIAL BANK OF COMMERCE , acting through its New York Agency, as administrative agent for the Lenders (in such capacity, the “ Administrative Agent ”) and collateral agent for the Secured Parties (in such capacity, the “ Collateral Agent ”).

W I T N E S S E T H

      WHEREAS , the Borrower, the Lenders and the Administrative Agent are parties to that certain Amended and Restated Credit Agreement dated as of September 22, 2006 (as previously amended and modified and as amended, modified, supplemented or restated from time to time, the “ Credit Agreement ”; capitalized terms used herein shall have the meanings ascribed thereto in the Credit Agreement unless otherwise defined herein);

      WHEREAS , the Borrower has requested that the Requisite Lenders amend (A) Section 7.1 of the Credit Agreement to permit indebtedness of up to $5 million in connection with the Omega Litigation (as defined below), (B) the definition of “Permitted Encumbrances” to permit the lien on the indebtedness incurred in connection with the Omega Litigation, (C) Section 7.9 of the Credit Agreement to (i) increase the permitted lease payments to $500,000 in any fiscal year and (ii) to provide for Borrower’s lease agreement entered into as of December 16, 2002 between Borrower and Legal and General Assurance Society Limited and (D) Schedule 1.1(a) of the Credit Agreement.

      WHEREAS , the Lenders have agreed to amend certain provisions of the Credit Agreement, in each case on the terms and conditions set forth herein.

      WHEREAS , the Borrower has requested that the Required Lenders agree to waive certain provisions of the Credit Agreement as set forth herein.

      WHEREAS , the Lenders have agreed to waive certain provisions of the Credit Agreement on the terms and conditions set forth herein.

      NOW, THEREFORE , in consideration of the agreements hereinafter set forth, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:

SECTION 1

AMENDMENTS

      1.1 Amendment to Credit Agreement . Subject to the satisfaction of the closing conditions set forth in Section 2 below, from and after the Amendment No. 1 Effective Date (defined below), the Credit Agreement is amended as follows:

     (a) Section 1.1 is hereby amended by:

     (i) adding the following definition (in alphabetical order):

     (ii) amending the definition of “Permitted Encumbrances” by deleting “and” at the end of clause (ix), replacing the “.” at the end of clause (viii) with “; and”, and adding the following new clause (xi): “(xi) Liens arising from Indebtedness permitted to be incurred pursuant to Section 7.1(ix) arising from the Omega Litigation in an aggregate principal amount not to exceed $5 million.”

     (b) Section 7.1 of the Credit Agreement is hereby amended by:

     (i) deleting “and” at the end of clause (vii),

     (ii) replacing the “.” at the end of clause (viii) with “; and”, and

     (iii) adding the following new clause (ix): “(ix) The Loan Parties may become and remain liable with respect to Indebtedness arising from the Omega Litigation in an aggregate principal amount not to exceed $5 million.”

     (c) Section 7.9 of the Credit Agreement is hereby amended by:

     (i) replacing the “and” appearing at the end of clause (C) with a comma and inserting, immediately following clause (D), the phrase “and (E) Borrower’s lease of the Surrey facility pursuant to the lease agreement entered into as of December 16, 2002, as amended from time to time and any successor as replacement lease (the “ UK Lease ”),”

     (ii) replacing the “and” appearing in the parenthetical at the end of such section before “the Maryland Lease” with a comma and adding “and the UK lease” immediately following such phrase, and

     (iii) deleting “$250,000” contained therein and substituting in its place “$500,000”.

     (d) Schedule 1.1(a) of