ITEM 1.01 Entry into Material Definitive Agreement.
On June 19, 2009, our wholly owned subsidiaries Digital Recorders, Inc. ("Digital Recorders") and TwinVision of North America, Inc. ("TwinVision" and, together with Digital Recorders, the "Borrowers"), modified their existing Loan and Security Agreement (the "Loan Agreement") with BHC Interim Funding III, L.P. ("BHC") (the "Loan Modification").
The material terms of the Loan Modification are described in Item 2.03 - Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant, below.
ITEM 2.03 Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant. Loan Modification
Pursuant to terms of the existing Loan Agreement, the Borrowers must repay $1,000,000 of the outstanding principal balance on a term loan with BHC if our wholly owned subsidiary Mobitec AB has not purchased the outstanding fifty percent (50%) equity interest of Mobitec Brazil Ltda, our fifty percent (50%) owned subsidiary in Brazil, by June 30, 2009. On June 19, 2009, the Borrowers and BHC agreed to the Loan Modification which extends the reference date by which Mobitec AB must purchase the outstanding fifty percent (50%) equity interest of Mobitec Brazil Ltda and, if such acquisition is not made, repay $1,000,000 of the outstanding principal balance of the term loan from June 30, 2009 to September 30, 2009. The Loan Modification effectively provides the Company additional time in which to consider and, if appropriate, execute the acquisition transaction.

---