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:

Exhibit 10.70

October 15, 2008

Mariner Partners, Inc.
000 Xxxxxxxxxx Xxxxxx
0xx Xxxxx
Xxxxxxxx, Xxx Xxxx 00000

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 replacement for the stock option granted pursuant to the Amended and Restated Voting Agreement.

In consideration of the foregoing (which the parties acknowledge to be due and adequate consideration for the terms of this letter agreement), the undersigned hereby agree that, effective immediately upon the execution of this letter agreement by you and the Participating Shareholders (i) the 2008 Amended and Restated Voting Agreement shall become effective and the option contained therein shall become exercisable by you in accordance with its terms, and (ii) the Amended and Restated Voting Agreement will terminate and become null and void, and your right to exercise the option contained therein, whether vested or unvested, shall immediately, irrevocably, and permanently terminate.

This letter agreement may be signed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

[Signature page follows]

Date: October 15, 2008				PARTICIPATING SHAREHOLDERS
ACKNOLWEDGED AND AGREED:				/s/ Xxxx X. Xxxxxxxx
				Xxxx X. Xxxxxxxx
				00 Xxxxxxxx Xxxx
MARINER PARTNERS, INC.				Darien, CT 06820
				LIONSHEAD INVESTMENTS LLC
By:		/s/ Xxxxxxx X. Xxxxxxxxxxxx
				By:		/s/ Xxxx X. Xxxxxxxx, Xx.
						Xxxx X. Xxxxxxxx, Xx.
				By:		/s/ Xxxxxxxx Xxxxxxxx
						Xxxxxxxx Xxxxxxxx
				/s/ Xxxxxx X. Xxxxxx
				Xxxxxx X. Xxxxxx
				(as trustee of the Xxxxxx Xxxxxxxx Trusts)