Item 3.02. Unregistered Sales of Equity Securities

On October 1, 2009, Registrant delivered 1,978,631 unregistered shares of common stock to its lender, WB QT, LLC, in payment of $2.5 million due under Term Note C. The remaining balance due under Term Note C after giving effect to the payment is approximately $1.8 million.

The common shares issued by Registrant were issued to an accredited investor in a transaction exempt from Registration pursuant to Section 4(2) of the Securities Act of 1933. The transaction did not involve a public offering, was made without general solicitation or advertising, and there were no underwriting commissions or discounts.

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