Item 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATIONUNDER AN
OFF-BALNANCE SHEET ARRANGEMENT OF A REGISTRANT.
On October 27, 2009, St. George Investments, LLC ("St. George") declared a
default under our $4,400,000 debenture as a result of the failure of certain
shares of our common stock, which were pledged by certain shareholders and the
Company, to secure the debenture that had been acquired by St. George. The terms
of the St. George investments were the subject of Current Reports on Forms 8-K
filed with the Securities and Exchange Commission on June 25, 2009 and August
31, 2009.
The Company has secured an agreement from St. George not to enforce the default
based on any decline in value of the pledge shares that has occurred in the past
or that may occur prior to December 31, 2006. Under the terms of such agreement,
3,209,997 pledge shares owned by the Company's shareholders have become the
property of St. George.
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