Item 3.02 Unregistered Shares of Equity Securities.

On July 23, 2009, Fletcher International, Ltd. elected to convert 15,000 shares of its Series A-1 Cumulative Convertible Preferred Stock (the "Preferred Stock") into 5,421,033 shares of the Company's common stock. The conversion was completed, and the shares of common stock issued, on July 27, 2009. Simultaneous with such conversion, the Company paid the accrued and unpaid dividend on the shares to be converted in cash. The Preferred Stock had been previously issued to Fletcher International, Ltd. and, in accordance with its terms, was convertible by the holder of such shares at any time. The common stock issued to Fletcher International, Ltd. upon the conversion of the preferred stock may be sold without restriction at the time of issuance.

The issuance described above was made based on an exemption from registration under the Securities Act of 1933, as amended (the "Securities Act"), pursuant to
Section 3(a)(9) of the Securities Act and applicable state laws. This issuance qualified for this exemption from registration because it was an exchange by the issuer with an existing security holder exclusively where no commission or other remuneration was paid or given directly or indirectly for soliciting such exchange.

Item 9.01 Financial Statements and Exhibits.

(c) Exhibits.

Number Description

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