On June 9, 2009, our Board of Directors voted to create a new class of Preferred Stock consisting of 500,000 shares and designated Series B Convertible Preferred Stock ("Series B Preferred"). The Series B Preferred have dividend and liquidation preference over Common Stock. The shares of Series B Preferred have no voting rights unless and until such shares are converted into shares of Common Stock. Each share of Series B Preferred is convertible into shares of Common Stock at a rate per share equal to the greater of (a) $6.50 per share of Series B Preferred at the time of conversion or (b) the actual price per share of Common Stock based on the average trading price of the Common Stock for the 10 days preceding the date of the notice of conversion filed by the holder of the Series B Preferred, but in any event, each shares of Series B Preferred will convert into a minimum of 2 shares of Common Stock on the basis of $5.00 per share of Series B Preferred.

On June 10, 2009, we filed with the Secretary of State of the State of California a Certificate of Determination of Preferences, Rights and Limitations of Series B Convertible Preferred Stock creating a new class of Preferred Stock consisting of 500,000 shares and designated Series B Convertible Preferred Stock. The Certificate of Determination was declared effective on the open of business on June 11, 2009.

Exhibit       Description
Number
3.1*          Certificate of Determination of Preferences, Rights and Limitations
              of Series B Convertible Preferred Stock filed on June 10, 2009

* Attached hereto.