ITEM 1.02 - TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT

On July 29, 2008, we entered into an Investment Agreement with Dutchess Private Equities Fund, L.P. (the "Investor"), whereby pursuant to the terms and conditions of that Investment Agreement, the Investor would commit to purchase up to $50,000,000 of our common stock over the course of thirty-six (36) months pursuant to terms and conditions described in the Investment Agreement. The Investment Agreement was revised on November 21, 2008 increase the commitment, over the course of thirty-six (36) months, to $100,000,000 along with additional terms and conditions. No investment was made or any shares issued.

Subsequently, on December 17, 2008, our Board of Directors determined that it was in our best interest to terminate the Investment Agreement. Consequently, in accordance with Investment Agreement provisions, the Investment Agreement was terminated effective December 17, 2008.