In addition, on December 27, 2006, the Registrant entered into a Second Amended and Restated Registration Rights Agreement in favor of Prencen and Prencen Lending (which was subsequently further amended by the Common Exchange Agreement referred to in Item 2.03 hereto and further amended by the Note Amendment referred to above) (the “Registration Rights Agreement”) to provide registration rights with respect to the Conversion Shares, the Preferred Stock referred to in Item 2.03 and the Common Stock into which the Preferred Stock may be converted. Under the Registration Rights Agreement, the Registrant is required to file a registration statement with respect to the registrable securities by June 30, 2007 and to use its best efforts to have such registration statement declared effective not later than 60 days thereafter (or 90 days after the filing deadline if the registration statement is subject to a review by the Commission).

The above description does not purport to be a complete statement of the parties’ rights and obligations under the Registration Rights Agreement, a copy of which is attached hereto as Exhibit 4.3.

Except for their status as the contractual documents between the parties with respect to the transactions described therein, none of the above-referenced agreements is intended to provide factual information about the parties and the representations and warranties contained in such documents are made only for purposes of the respective agreements and as of specific dates, are intended solely for the benefit of the parties to the respective agreements, and may be subject to limitations agreed by the parties, including being qualified by disclosures between the parties. These representations and warranties may have been made for the purposes of allocating contractual risk between the parties to the respective agreements instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the parties that differ from those applicable to investors. Accordingly, they should not be relied on by investors as statements of factual information.

Item 2.03   Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of Registrant

The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference in its entirety.

Item 3.02  Unregistered Sales of Equity Securities

On December 27, 2006, the Registrant entered into an Amendment and Exchange Agreement (as amended by Amendment No. 1 on December 29, 2006) (the “Common Exchange Agreement”) with Prencen Lending and Prencen pursuant to which Prencen (i) exchanged 2,000,000 shares of the Registrant’s Common Stock for 300 shares of the Registrant’s new Series B Preferred Stock and (ii) exchanged 200,000 shares of the Registrant’s Common Stock for 30 shares of the Registrant’s new Series B-1 Preferred Stock (collectively, the “Preferred Stock”). The exchanges were made in reliance upon the exemption from registration provided by Section 3(a)(9) of the Securities Act. The consideration received by the Registrant in connection with the issuance of the Preferred Stock consisted of the waiver of certain registration delay payments required to be made by Registrant under the prior registration rights agreement among the Registrant, Prencen and Prencen Lending. Each share of Preferred Stock entitles the holder thereof to 6,666.66 votes per share on all matters to be voted on by the shareholders of the Registrant subject to the limitations resulting from the 9.99% blocker described below. Each share of Preferred Stock is convertible only in connection with a Fundamental Transaction (as defined in the Certificate of Designations for each of the Series B Preferred Stock and Series B-1 Preferred Stock (the “Certificates of Designations”)) into 6,666.66 shares of the Registrant’s Common Stock, subject to standard anti-dilution provisions, provided, however that the holders of the Preferred Stock may not convert any Preferred Stock if and to the extent that, following such a conversion, such holder and any of its affiliates would collectively beneficially own more than 9.99 percent of the aggregate number of shares of the Registrant’s Common Stock outstanding following such conversion.

The above description does not purport to be a complete statement of the parties’ rights and obligations under the Amendment and Exchange Agreement and Amendment No. 1 thereto, copies of which are attached hereto as Exhibits 4.4 and 4.5, respectively ton this Current Report on Form 8-K.

- 3 -