Descriptionof Decision on Payment of Cooke Director Fees

Pursuant to the Company’s meeting of its Board of Directors on July 12, 2010, the Board agreed to pay Jeff Cooke a Director’s fee in the amount of $30,000 upon the closing of a recapitalization or sale transaction.  The payment is contingent upon Mr. Cooke continuing his role as a member of the Board of Directors through the closing date of such transaction.