(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

The Second Restated Notes require that the Company:

make monthly principal payments of $100,000, collectively, in cash, commencing on January 1, 2010 (and the first day of each month thereafter) until the Second Restated Notes are repaid; and

repay $2,500,000 of principal, collectively (the “Partial Balloon Payment”), in cash, on prior to July 1, 2012, provided that the Partial Balloon Payment will be reduced as a result of any Debt to Equity Exchanges (as defined below), any principal converted into equity and any prepayments of principal;

While the interest rate remains unchanged at 12%, the Second Restated Notes provide that the interest payments due in July and October of 2009 (for an aggregate total of $900,000) have accreted to principal (with $300,000 added to the principal of the $5,000,000 Second Restated Note and $600,000 added to the principal of the $10,000,000 Second Restated Note), and, commencing January 1, 2010, one-third of the interest will be payable in cash and the remaining two-thirds will be payable, at the option of Whitebox, by accreting such amount to principal or through the payment of shares of common stock based on 95% of the trading price of the stock at such time;

The Second Restated Notes reduce the conversion price of the notes (i.e., the price at which the notes can be converted into the Company’s common stock) from $4.36 per share to $0.75 per share with respect to the $5,000,000 Second Restated Note and to $1.50 per share with respect to the $10,000,000 Second Restated Note;

The Second Restated Notes provide that all remaining outstanding principal is due in cash on October 31, 2013;

The Second Restated Whitebox Agreement eliminates the “Current Asset Test” imposed by the prior agreement;

The Second Restated Whitebox Agreement allows the Company to attempt to arrange a working capital loan secured by the Company’s receivables and inventory, and further provides that if the Company is able to do so, Whitebox will subordinate its existing liens and security interests on the Company’s receivables and inventory on a dollar-for-dollar

basis up to $2,000,000, provided that the working capital lender and Whitebox can mutually agree upon the terms of a subordination agreement (note: while the Company is attempting to arrange for such a working capital loan, there can be no assurances it will be able to do so);

The Second Restated Whitebox Agreement further provides that for every $1,000,000 of Second Restated Notes that are paid off by the Company or otherwise converted into equity by Whitebox, the Company will be permitted to incur an additional $500,000 under the forgoing working capital loan;

The Second Restated Whitebox Agreement allows Whitebox to exchange up to $250,000 of principal of the Second Restated Notes per month into shares of the Company’s common stock based on the closing price of the common stock at such time (the “Debt to Equity Exchange”), and provides that any amounts so exchanged will reduce the amount of the Partial Balloon Payment due by the Company to Whitebox on July 1, 2012 on a dollar-for-dollar basis;

The Second Restated Whitebox Agreement allows the Company to use $1,000,000 of the sales proceeds received from the sale of its real property located at 6950 Bryan Dairy Road, Largo, Florida 33777 or from the sale of at least $5,000,000 of common stock to repay in full $3,220,688.31 of the $10,000,000 Restated Note prior to December 15, 2009, provided that, in lieu of such cash payment, Whitebox has the right to convert such amount of the Note into common stock per the terms of the $10,000,000 Second Restated Note. While the Company is exploring both of such options, it has not committed to either and there can be no assurances it would be able to successfully close on either should it choose to proceed with either. The Second Restated Whitebox Agreement provides that if the Company does not so repay, or if Whitebox does not so convert, the $10,000,000 Second Restated Note prior to December 15, 2009, the Company must transfer the real property to Whitebox and further provides that if the Company does so (1) the outstanding principal amount of the $10,000,000 Second Restated Note will be reduced by $2,500,000 and (2) the Company will lease the property back from Whitebox pursuant to a lease to be entered into at such time; and

The Second Restated Whitebox Agreement requires that the Company issue 75,000 shares of common stock to Whitebox in partial consideration for its willingness to enter into the Second Restated Whitebox Agreement.

The Second Restated Whitebox Agreement eliminates Whitebox’s obligation to lend the “Subsequent Notes” contemplated by the prior note purchase agreement.

Immediately prior to the closing of the Exchange Agreement, the Series B Preferred Stock was paying an annual dividend of 14%. The Series C Preferred Stock pays an annual dividend of 10%.

The Series B Preferred Stock dividend was paid quarterly in shares of common stock if the Company met certain equity conditions at that time, and if the Company did not meet those equity conditions, in cash, unless funds were not legally available to pay such dividend in cash, in which event the holder could elect to (i) waive the equity conditions and take the dividend payment in shares of stock, (ii) allow the dividend to accrue to the next quarterly dividend payment or (iii) allow the dividend to be accreted to, and increase, the outstanding stated value of the Series B Preferred Stock. In contrast, the Series C Preferred Stock provides that the quarterly dividends automatically will be accreted to, and increase, the outstanding stated value of the Series C Preferred Stock until such time as the Whitebox Second Restated Notes have been repaid in full, at which time all future dividends are required to be paid in cash provided that funds are legally available for the payment of such dividends (and if funds are not so available, the dividends will again be accreted to, and increase, the outstanding stated value).

The Series B Preferred Stock was convertible into common stock at any time at the option of the holders of such shares. The Series C Preferred Stock cannot be converted until the earliest of (i) July 1, 2011, (ii) the date that the principal amount of the Whitebox Restated Notes is reduced to less than $5,000,000 and (iii) the trading price of the Company’s common stock is equal to or greater than $2.00 per share.

The conversion price for the Series B Preferred Stock was $4.36 per share of common stock. The conversion price for the Series C Preferred Stock is $1.50 per share of common stock.

The Series C Preferred Stock requires that the Company redeem $200,000 worth of Series C Preferred Stock, pro rata among all holders of such stock, on a monthly basis commencing immediately after the Whitebox Second Restated Notes have been repaid in full, and further requires the Company to redeem the balance of the Series C Preferred Stock on October 1, 2014. The Series B Preferred Stock contained no such provisions.

The Exchange Agreement requires that the Company issue 15,000 shares of common stock to Midsummer in partial consideration for its willingness to enter into the Exchange Agreement.

/S/    MIHIR K. TANEJA        

/S/    CAROL DORE-FALCONE