Item 1.01. Entry into a Material Definitive Agreement.

On September 25, 2009, the Registrant entered into a Note Purchase Agreement with Richard von Tscharner (the "Investor") pursuant to which the Registrant sold and issued to the Investor a Convertible Promissory Note in the principal amount of $2,000,000 (the "Note"). The Note accrues interest at a rate of 10% per annum and matures on June 15, 2012. The Note is convertible into shares of Common Stock at an initial conversion price of $0.24 per share or a total of 8,333,333 shares, subject to adjustment as contained in the Note, the form of which is attached to the Note Purchase Agreement, a copy of which is attached as Exhibit 10.1 hereto and incorporated herein by reference in its entirety. Pursuant to the Note Purchase Agreement, among other things, (i) the Registrant is obligated to register for resale under the Securities Act the shares of Common Stock issuable upon conversion of the Note by October 31, 2009 and (ii) the Registrant's obligation to register for resale under the Securities Act the shares of Common Stock issuable upon conversion of a Convertible Promissory Note previously purchased by the Investor on June 15, 2009 has been extended to October 31, 2009.

Item 3.03 Material Modification to Rights of Security Holders.

As a result of the September 25, 2009 issuance of the Note described under Item 1.01 above and pursuant to the terms of the Series B-1 Convertible Preferred Stock, the conversion price of all outstanding shares of Series B-1 Convertible Preferred Stock has been reduced to $0.35 per share.

Item 9.01 Financial Statements and Exhibits.

Exhibit Description of Exhibit 10.1 Note Purchase Agreement between the Registrant and Richard von Tscharner, dated September 25, 2009.

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