Material Agreement (Form 8-K)

Item 1.01 Entry into a Material Definitive Agreement.

Amended and Restated Series G Preferred Stock Designation

In connection with the conversion and exchange agreements discussed below, our board of directors and the sole holder of our Series G Convertible Preferred Stock, stated value $10.00 per share (the "Series G Preferred Stock"), approved the adoption of an Amended and Restated Certificate of Designation for the Series G Preferred Stock (the "Restated Series G COD"). Under the Restated Series G COD, shares of Series G Preferred Stock are not redeemable by the holders thereof, but may be redeemed in whole at the sole option of the Company, subject to certain conditions, at a price of 105% of the outstanding stated value of the shares and their accrued dividends.

Each share of Series G Preferred Stock has a stated value of $10.00 per share and is convertible, at the option of the holder, to shares of our common stock at a price of $2.0265 per share of common stock. The Restated Series G COD provides a limitation on conversion to the extent that the holder, together with its affiliates or any other person acting as a group, would beneficially own in excess of 9.99% of our outstanding common stock upon such conversion. Conversions of Series G Preferred Stock to common stock are also limited under the Restated Series G Designation to the extent that the issuance of such conversion shares would exceed the aggregate number of shares of Common Stock which the Company may issue without breaching the Company's obligations under the rules or regulations of its listing exchange.

Shares of Series G Preferred Stock accrue dividends at an annual rate of 10% of the stated value, computed on the basis of 360-day year and twelve (12) 30-day months. Upon the occurrence of a triggering event, as defined in the Restated Series G COD, and for so long as the triggering event remains uncured, the dividend rate will increase to 24% per annum. Accrued dividends on Series G Preferred Stock are not payable in cash (except at the option of the Company) and shall be paid by conversion to our common stock at the conversion price and concurrently with conversion of the underlying Series G preferred shares. Series G Preferred Stock have no voting rights, except as required by law and as expressly provided in the Restated Series G COD.

In the event that the Company grants, issues or sells any securities or rights to purchase securities, each holder is entitled to purchase such rights or securities on an as-converted to common stock basis. If the Company issues any new securities for a consideration per stock lower than the conversion price, the conversion price for the Series G Preferred Stock shall be readjusted to reflect the lower consideration paid for the new securities. Additionally, we are restricted from amending our articles of incorporation or bylaws or taking any other action to avoid the observance or performance of any of the terms of the Restated Series G COD. We are required to reserve sufficient authorized and unissued Common Stock to give effect to conversion of all shares of Series G Preferred Stock into common stock.

The Restated Series G COD, which is filed herewith as Exhibit 3.1, contains various additional terms and covenants and should be reviewed in its entirety for additional information.