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Since the conversion rate was significantly below the trading price of our common stock when the Preferred was issued, we recognized a preferred dividend of 1,950,000, which is reflected as a reduction in net income available to common stockholders. March 27, 2000 Private Placement. On March 27, 2000, we sold 700,000 shares of common stock to individual investors in a private placement for aggregate proceeds of 2,100,000. Investors were granted piggyback registration rights in connection with this transaction. October 27, 2000 Private Placement.

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The Securities Purchase Agreement includes certain provisions for liquidated damages against us if a registration statement for the related securities is not filed within 30 days or declared effective within 90 days after October 27, 2000.]