EIGHTH AMENDMENT TO RIGHTS AGREEMENT

Exhibit 4.1

EIGHTH AMENDMENT TO RIGHTS AGREEMENT

THIS EIGHTH AMENDMENT, dated as of August 2, 2010 (this “Eighth Amendment”), to the Rights Agreement dated as of July 10, 2006, as amended (the “Rights Agreement”), is made by and between Xxxxxxxxxx International, Inc. (formerly New Century Equity Holdings Corp.), a Delaware corporation (the “Company”), and The Bank of New York Mellon Trust Company, N.A., as rights agent (the “Rights Agent”).  Capitalized terms used but not defined herein shall have the meanings assigned thereto in the Rights Agreement.

WHEREAS, with respect to the Share Acquisition Date that occurred on February 2, 2010 as a result of the Company’s public announcement of the Xxxx-Xxxxxxxx Acquiring Event, the Company previously entered into a Seventh Amendment to Rights Agreement to delay the relevant Distribution Date under the Rights Agreement to August 3, 2010; and

WHEREAS, the Company is now further amending the Rights Agreement to delay the relevant Distribution Date to September 3, 2010, and has instructed the Rights Agent to enter into this Eighth Amendment, and an officer of the Company has certified that this Eighth Amendment is in compliance with the terms of Section 27 of the Rights Agreement.

NOW, THEREFORE, in consideration of the premises and mutual agreements set forth in the Rights Agreement and this Eighth Amendment, and for other good and valuable consideration, the parties hereto agree as follows:

1.  Amendment of Section 1(h).  Section 1(h) of the Rights Agreement is hereby amended by deleting Section 1(h) in its entirety and replacing it with the following:

“(h)  “DISTRIBUTION DATE” means the earlier of: (i) the Close of Business on the tenth calendar day following the Share Acquisition Date; provided, however, that with respect to the Share Acquisition Date that occurred on February 2, 2010 as a result of the Company’s public announcement on such date that Xxxxxx Xxxx, Lorex Investments AG, Xxxx Xxxxxxxx and Xxxxxxxx Family Investments Limited Partnership are Acquiring Persons (the “Xxxx-Xxxxxxxx Acquiring Event”), such date shall be the Close of Business on September 3, 2010, or (ii) the Close of Business on the tenth Business Day (or, unless the Distribution Date shall have previously occurred, such later date as may be determined by the Board of Directors of the Company in its sole discretion) after the commencement of a tender or exchange offer by any Person (other than the Company, any Related Person or any Exempt Person), if upon the consummation thereof such Person would be the Beneficial Owner of 5% or more of the then-outstanding Common Shares.”

2.  Effectiveness.  This Eighth Amendment shall be deemed effective as of the date first written above, as if executed on such date.  Except as amended hereby, the Rights Agreement shall remain in full force and effect and shall be otherwise unaffected hereby.

3.  Miscellaneous.  This Eighth Amendment shall be deemed to be a contract made under the laws of the State of Delaware and for all purposes shall be governed by and construed in accordance with the laws of such state applicable to contracts to be made and performed entirely within such state.  This Eighth Amendment may be executed in any number of counterparts, each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.  If any provision, covenant or restriction of this Eighth Amendment is held by a court of competent jurisdiction or other authority to be invalid, illegal or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Eighth Amendment shall remain in full force and effect and shall in no way be effected, impaired or invalidated.

[Signature Page to Follow]

[Signature Page to Eighth Amendment to Rights Agreement]

IN WITNESS WHEREOF, this Eighth Amendment is effective as of the day and year first referenced above.

	XXXXXXXXXX INTERNATIONAL, INC.
	By:	/s/ Xxxx Xxxxxxx
		Name:	Xxxx Xxxxxxx
		Title:	Chief Executive Officer

	THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.
	By:	/s/ Xxxxx Xxxxxxx-Xxxxx
		Name:	Xxxxx Xxxxxxx-Xxxxx
		Title:	Senior Associate

CERTIFICATION AND INSTRUCTION TO RIGHTS AGENT: The officer of the Company whose duly authorized signature appears above certifies that this Eighth Amendment is in compliance with the terms of Section 27 of the Rights Agreement and, on behalf of the Company, instructs the Rights Agent to enter into this Eighth Amendment.