Erato CORP SEC Form 4 Filed June 1, 2009

Erato CORP SEC Form 4 Filed June 1, 2009: Statement of changes in beneficial ownership of securities

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FORM 4

SEC FORM 4 SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

LAURUS MASTER FUND LTD

(Last)

(First)

(Middle)

C/O LAURUS CAPITAL MANAGEMENT, LLC

335 MADISON AVENUE, 10TH FLOOR

(Street)

NEW YORK

10017

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
National Investment Managers Inc. [ NIVM ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
	Officer (give title below)	X	Other (specify below)
Disclaimed Group

3. Date of Earliest Transaction (Month/Day/Year)
01/08/2008

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, par value $0.001 per share	04/01/2008		J		238,798	D	$0.71	900,858⁽¹⁾⁽¹⁵⁾⁽¹⁶⁾⁽¹⁷⁾	D⁽¹⁾⁽¹⁵⁾⁽¹⁶⁾⁽¹⁷⁾
Common Stock, par value $0.001 per share	04/01/2008		J		238,798	A	$0.71	3,298,798⁽¹⁾⁽¹⁵⁾⁽¹⁶⁾⁽¹⁷⁾	D⁽¹⁾⁽¹⁵⁾⁽¹⁶⁾⁽¹⁷⁾
Common Stock, par value $0.001 per share	04/01/2008		J		3,298,798	D	$0.71	0⁽¹⁾⁽¹⁵⁾⁽¹⁶⁾⁽¹⁷⁾	D⁽¹⁾⁽¹⁵⁾⁽¹⁶⁾⁽¹⁷⁾
Common Stock, par value $0.001 per share	04/01/2008		J		3,298,798	A	$0.71	3,425,227⁽¹⁾⁽¹⁵⁾⁽¹⁶⁾⁽¹⁷⁾	D⁽¹⁾⁽¹⁵⁾⁽¹⁶⁾⁽¹⁷⁾
Common Stock, par value $0.001 per share	04/16/2008		J		900,858	D	$0.65	0⁽²⁾⁽¹⁵⁾⁽¹⁶⁾⁽¹⁷⁾	D⁽²⁾⁽¹⁵⁾⁽¹⁶⁾⁽¹⁷⁾
Common Stock, par value $0.001 per share	04/16/2008		J		900,858	A	$0.65	900,858⁽²⁾⁽¹⁵⁾⁽¹⁶⁾⁽¹⁷⁾	D⁽²⁾⁽¹⁵⁾⁽¹⁶⁾⁽¹⁷⁾
Common Stock, par value $0.001 per share	04/16/2008		J		900,858	D	$0.65	0⁽²⁾⁽¹⁵⁾⁽¹⁶⁾⁽¹⁷⁾	D⁽²⁾⁽¹⁵⁾⁽¹⁶⁾⁽¹⁷⁾
Common Stock, par value $0.001 per share	04/16/2008		J		900,858	A	$0.65	4,326,085⁽²⁾⁽¹⁵⁾⁽¹⁶⁾⁽¹⁷⁾	D⁽²⁾⁽¹⁵⁾⁽¹⁶⁾⁽¹⁷⁾
Common Stock, par value $0.001 per share	12/31/2008		J		550,023	D	$0.3	2,501,033⁽³⁾⁽¹⁵⁾⁽¹⁶⁾⁽¹⁷⁾	D⁽³⁾⁽¹⁵⁾⁽¹⁶⁾⁽¹⁷⁾
Common Stock, par value $0.001 per share	12/31/2008		J		550,023	A	$0.3	550,023⁽³⁾⁽¹⁵⁾⁽¹⁶⁾⁽¹⁷⁾	D⁽³⁾⁽¹⁵⁾⁽¹⁶⁾⁽¹⁷⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock Options (right to buy)	$0.01	06/20/2008		J			80,342	03/07/2005	03/07/2013	Common Stock, par value $0.001 per share	80,342	$0.5487	0⁽⁴⁾⁽¹⁵⁾⁽¹⁶⁾⁽¹⁷⁾	D⁽⁴⁾⁽¹⁵⁾⁽¹⁶⁾⁽¹⁷⁾
Common Stock Options (right to buy)	$0.01	06/20/2008		J		80,342		03/07/2005	03/07/2013	Common Stock, par value $0.001 per share	80,342	$0.5487	80,342⁽⁴⁾⁽¹⁵⁾⁽¹⁶⁾⁽¹⁷⁾	D⁽⁴⁾⁽¹⁵⁾⁽¹⁶⁾⁽¹⁷⁾
Common Stock Options (right to buy)	$0.01	07/31/2008		J			100,713	03/07/2005	03/07/2013	Common Stock, par value $0.001 per share	100,713	$0.4585	0⁽⁵⁾⁽¹⁵⁾⁽¹⁶⁾⁽¹⁷⁾	D⁽⁵⁾⁽¹⁵⁾⁽¹⁶⁾⁽¹⁷⁾
Common Stock Options (right to buy)	$0.01	07/31/2008		J		100,713		03/07/2005	03/07/2013	Common Stock, par value $0.001 per share	100,713	$0.4585	181,055⁽⁵⁾⁽¹⁵⁾⁽¹⁶⁾⁽¹⁷⁾	D⁽⁵⁾⁽¹⁵⁾⁽¹⁶⁾⁽¹⁷⁾
Common Stock Options (right to buy)	$0.01	11/30/2008		J			193,938	03/07/2005	03/07/2013	Common Stock, par value $0.001 per share	193,938	$0.1775	0⁽⁶⁾⁽¹⁵⁾⁽¹⁶⁾⁽¹⁷⁾	D⁽⁶⁾⁽¹⁵⁾⁽¹⁶⁾⁽¹⁷⁾
Common Stock Options (right to buy)	$0.01	11/30/2008		J		193,938		03/07/2005	03/07/2013	Common Stock, par value $0.001 per share	193,938	$0.1775	374,993⁽⁶⁾⁽¹⁵⁾⁽¹⁶⁾⁽¹⁷⁾	D⁽⁶⁾⁽¹⁵⁾⁽¹⁶⁾⁽¹⁷⁾
Common Stock Warrants (right to buy)	$0.5	01/08/2008		J			779,100	03/07/2005	03/07/2012	Common Stock, par value $0.001 per share	779,100	$0.2953	0⁽⁷⁾⁽¹⁵⁾⁽¹⁶⁾⁽¹⁷⁾	D⁽⁷⁾⁽¹⁵⁾⁽¹⁶⁾⁽¹⁷⁾
Common Stock Warrants (right to buy)	$0.5	01/08/2008		J		779,100		03/07/2005	03/07/2012	Common Stock, par value $0.001 per share	779,100	$0.2953	816,647⁽⁷⁾⁽¹⁵⁾⁽¹⁶⁾⁽¹⁷⁾	D⁽⁷⁾⁽¹⁵⁾⁽¹⁶⁾⁽¹⁷⁾
Common Stock Warrants (right to buy)	$0.5	02/28/2008		J			267,691	03/07/2005	03/07/2012	Common Stock, par value $0.001 per share	267,691	$0.192	0⁽⁸⁾⁽¹⁵⁾⁽¹⁶⁾⁽¹⁷⁾	D⁽⁸⁾⁽¹⁵⁾⁽¹⁶⁾⁽¹⁷⁾
Common Stock Warrants (right to buy)	$0.5	02/28/2008		J		267,691		03/07/2005	03/07/2012	Common Stock, par value $0.001 per share	267,691	$0.192	267,691⁽⁸⁾⁽¹⁵⁾⁽¹⁶⁾⁽¹⁷⁾	D⁽⁸⁾⁽¹⁵⁾⁽¹⁶⁾⁽¹⁷⁾
Common Stock Warrants (right to buy)	$0.5	02/28/2008		J			816,647	03/07/2005	03/07/2012	Common Stock, par value $0.001 per share	816,647	$0.192	0⁽⁸⁾⁽¹⁵⁾⁽¹⁶⁾⁽¹⁷⁾	D⁽⁸⁾⁽¹⁵⁾⁽¹⁶⁾⁽¹⁷⁾
Common Stock Warrants (right to buy)	$0.5	02/28/2008		J		816,647		03/07/2005	03/07/2012	Common Stock, par value $0.001 per share	816,647	$0.192	1,084,338⁽⁸⁾⁽¹⁵⁾⁽¹⁶⁾⁽¹⁷⁾	D⁽⁸⁾⁽¹⁵⁾⁽¹⁶⁾⁽¹⁷⁾
Common Stock Warrants (right to buy)	$0.1667	01/08/2008		J			403,943	05/30/2006	05/30/2011	Common Stock, par value $0.001 per share	403,943	$0.523	296,057⁽⁹⁾⁽¹⁵⁾⁽¹⁶⁾⁽¹⁷⁾	D⁽⁹⁾⁽¹⁵⁾⁽¹⁶⁾⁽¹⁷⁾
Common Stock Warrants (right to buy)	$0.1667	01/08/2008		J		403,943		05/30/2006	05/30/2011	Common Stock, par value $0.001 per share	403,943	$0.523	403,943⁽⁹⁾⁽¹⁵⁾⁽¹⁶⁾⁽¹⁷⁾	D⁽⁹⁾⁽¹⁵⁾⁽¹⁶⁾⁽¹⁷⁾
Common Stock Warrants (right to buy)	$0.1667	02/11/2008		J			110,813	05/30/2006	05/30/2011	Common Stock, par value $0.001 per share	110,813	$0.5073	185,244⁽¹⁰⁾⁽¹⁵⁾⁽¹⁶⁾⁽¹⁷⁾	D⁽¹⁰⁾⁽¹⁵⁾⁽¹⁶⁾⁽¹⁷⁾
Common Stock Warrants (right to buy)	$0.1667	02/11/2008		J		110,813		05/30/2006	05/30/2011	Common Stock, par value $0.001 per share	110,813	$0.5073	514,756⁽¹⁰⁾⁽¹⁵⁾⁽¹⁶⁾⁽¹⁷⁾	D⁽¹⁰⁾⁽¹⁵⁾⁽¹⁶⁾⁽¹⁷⁾
Common Stock Warrants (right to buy)	$0.1667	02/11/2008		J			111,021	05/30/2006	05/30/2011	Common Stock, par value $0.001 per share	111,021	$0.5063	74,223⁽¹⁰⁾⁽¹⁵⁾⁽¹⁶⁾⁽¹⁷⁾	D⁽¹⁰⁾⁽¹⁵⁾⁽¹⁶⁾⁽¹⁷⁾
Common Stock Warrants (right to buy)	$0.1667	02/11/2008		J		111,021		05/30/2006	05/30/2011	Common Stock, par value $0.001 per share	111,021	$0.5063	111,021⁽¹⁰⁾⁽¹⁵⁾⁽¹⁶⁾⁽¹⁷⁾	D⁽¹⁰⁾⁽¹⁵⁾⁽¹⁶⁾⁽¹⁷⁾
Common Stock Warrants (right to buy)	$0.1667	08/01/2008		J			110,021	05/30/2006	05/30/2011	Common Stock, par value $0.001 per share	111,021	$0.6035	0⁽¹¹⁾⁽¹⁵⁾⁽¹⁶⁾⁽¹⁷⁾	D⁽¹¹⁾⁽¹⁵⁾⁽¹⁶⁾⁽¹⁷⁾
Common Stock Warrants (right to buy)	$0.1667	08/01/2008		J		111,021		05/30/2006	05/30/2011	Common Stock, par value $0.001 per share	111,021	$0.6035	111,021⁽¹¹⁾⁽¹⁵⁾⁽¹⁶⁾⁽¹⁷⁾	D⁽¹¹⁾⁽¹⁵⁾⁽¹⁶⁾⁽¹⁷⁾
Common Stock Warrants (right to buy)	$0.1667	09/12/2008		J			74,223	05/30/2006	05/30/2011	Common Stock, par value $0.001 per share	74,223	$0.3074	0⁽¹²⁾⁽¹⁵⁾⁽¹⁶⁾⁽¹⁷⁾	D⁽¹²⁾⁽¹⁵⁾⁽¹⁶⁾⁽¹⁷⁾
Common Stock Warrants (right to buy)	$0.1667	09/12/2008		J		74,223		05/30/2006	05/30/2011	Common Stock, par value $0.001 per share	74,223	$0.3074	74,223⁽¹²⁾⁽¹⁵⁾⁽¹⁶⁾⁽¹⁷⁾	D⁽¹²⁾⁽¹⁵⁾⁽¹⁶⁾⁽¹⁷⁾
Common Stock Warrants (right to buy)	$0.1667	11/28/2008		J			514,756	05/30/2006	05/30/2011	Common Stock, par value $0.001 per share	514,756	$0.1213	0⁽¹³⁾⁽¹⁵⁾⁽¹⁶⁾⁽¹⁷⁾	D⁽¹³⁾⁽¹⁵⁾⁽¹⁶⁾⁽¹⁷⁾
Common Stock Warrants (right to buy)	$0.1667	11/28/2008		J		514,756		05/30/2006	05/30/2011	Common Stock, par value $0.001 per share	514,756	$0.1213	514,756⁽¹³⁾⁽¹⁵⁾⁽¹⁶⁾⁽¹⁷⁾	D⁽¹³⁾⁽¹⁵⁾⁽¹⁶⁾⁽¹⁷⁾
Common Stock Warrants (right to buy)	$0.1667	11/30/2008		J			111,021	05/30/2006	05/30/2011	Common Stock, par value $0.001 per share	111,021	$0.1202	0⁽¹⁴⁾⁽¹⁵⁾⁽¹⁶⁾⁽¹⁷⁾	D⁽¹⁴⁾⁽¹⁵⁾⁽¹⁶⁾⁽¹⁷⁾
Common Stock Warrants (right to buy)	$0.1667	11/30/2008		J		111,021		05/30/2006	05/30/2011	Common Stock, par value $0.001 per share	111,021	$0.1202	625,777⁽¹⁴⁾⁽¹⁵⁾⁽¹⁶⁾⁽¹⁷⁾	D⁽¹⁴⁾⁽¹⁵⁾⁽¹⁶⁾⁽¹⁷⁾
Common Stock Warrants (right to buy)	$0.1667	11/30/2008		J			74,223	05/30/2006	05/30/2011	Common Stock, par value $0.001 per share	74,223	$0.1213	0⁽¹⁴⁾⁽¹⁵⁾⁽¹⁶⁾⁽¹⁷⁾	D⁽¹⁴⁾⁽¹⁵⁾⁽¹⁶⁾⁽¹⁷⁾
Common Stock Warrants (right to buy)	$0.1667	11/30/2008		J		74,223		05/30/2006	05/30/2011	Common Stock, par value $0.001 per share	74,223	$0.1213	700,000⁽¹⁴⁾⁽¹⁵⁾⁽¹⁶⁾⁽¹⁷⁾	D⁽¹⁴⁾⁽¹⁵⁾⁽¹⁶⁾⁽¹⁷⁾

1. Name and Address of Reporting Person^*

LAURUS MASTER FUND LTD

(Last)

(First)

(Middle)

C/O LAURUS CAPITAL MANAGEMENT, LLC

335 MADISON AVENUE, 10TH FLOOR

(Street)

NEW YORK

10017

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Erato CORP

(Last)

(First)

(Middle)

C/O LAURUS CAPITAL MANAGEMENT, LLC

335 MADISON AVENUE, 10TH FLOOR

(Street)

NEW YORK

10017

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

LAURUS CAPITAL MANAGEMENT LLC

(Last)

(First)

(Middle)

335 MADISON AVENUE, 10TH FLOOR

(Street)

NEW YORK

10017

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

PSource Structured Debt Ltd

(Last)

(First)

(Middle)

C/O LAURUS CAPITAL MANAGEMENT, LLC

335 MADISON AVENUE, 10TH FLOOR

(Street)

NEW YORK

10017

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Valens U.S. SPV I, LLC

(Last)

(First)

(Middle)

335 MADISON AVENUE, 10TH FLOOR

(Street)

NEW YORK

10017

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Valens Offshore SPV I, Ltd.

(Last)

(First)

(Middle)

C/O LAURUS CAPITAL MANAGEMENT, LLC

335 MADISON AVENUE, 10TH FLOOR

(Street)

NEW YORK

10017

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Valens Offshore SPV II, Corp.

(Last)

(First)

(Middle)

C/O LAURUS CAPITAL MANAGEMENT, LLC

335 MADISON AVENUE, 10TH FLOOR

(Street)

NEW YORK

10017

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Valens Capital Management, LLC

(Last)

(First)

(Middle)

335 MADISON AVENUE, 10TH FLOOR

(Street)

NEW YORK

10017

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

GRIN DAVID

(Last)

(First)

(Middle)

C/O LAURUS CAPITAL MANAGEMENT, LLC

335 MADISON AVENUE, 10TH FLOOR

(Street)

NEW YORK

10017

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

GRIN EUGENE

(Last)

(First)

(Middle)

C/O LAURUS CAPITAL MANAGEMENT, LLC

335 MADISON AVENUE, 10TH FLOOR

(Street)

NEW YORK

10017

(City)

(State)

(Zip)

Explanation of Responses:

1. On April 1, 2008, (a) Erato Corporation, a Delaware corporation ("Erato"), sold 238,798 shares of common stock, par value $0.001 per share ("Common Stock"), of National Investment Managers Inc., a Delaware corporation (the "Company"), to Valens Offshore SPV I, Ltd., a Cayman Islands limited company ("Valens SPV I"), which resulted in Erato holding a total of 900,858 shares of Common Stock and Valens SPV I holding a total of 3,298,798 shares of Common Stock after completion of such transaction; (b) Valens SPV I sold 3,298,798 shares of Common Stock to Valens Offshore SPV II, Corp., a Delaware corporation ("Valens SPV II"), which resulted in Valens SPV I holding no shares of Common Stock and Valens SPV II holding a total of 3,425,227 shares of Common Stock; and (c) Valens U.S. SPV I, LLC, a Delaware limited liability company ("Valens U.S."), continued to hold a total of 3,051,056 shares of Common Stock.

2. On April 16, 2008, (a) Erato sold 900,858 shares of Common Stock to Valens SPV I, which resulted in Erato holding no shares of Common Stock and Valens SPV I holding a total of 900,858 shares of Common Stock; (b) Valens SPV I sold 900,858 shares of Common Stock to Valens SPV II, which resulted in Valens SPV I holding no shares of Common Stock and Valens SPV II holding a total of 4,326,085 shares of Common Stock; and (c) Valens U.S. continued to hold a total of 3,051,056 shares of Common Stock.

3. On December 31, 2008, (a) Valens U.S. sold 550,023 shares of Common Stock to Valens SPV I, which resulted in Valens U.S. holding a total of 2,501,033 shares of Common Stock and Valens SPV I holding a total of 550,023 shares of Common Stock; and (b) Valens SPV II continued to hold a total of 4,326,085 shares of Common Stock.

4. On June 20, 2008, Erato sold options issued by the Company in March 2005 having an exercise price of $0.01 per share ("Options") to purchase 80,342 shares of Common Stock to PSource Structured Debt Limited, a closed-ended investment company incorporated in Guernsey ("PSource" and, collectively with Erato, Valens U.S., Valens SPV I and Valens SPV II, the "Investors"), which resulted in Erato holding no Options and PSource holding Options to purchase 80,342 shares of Common Stock.

5. On July 31, 2008, Valens U.S. sold Options to purchase 100,713 shares of Common Stock to PSource, which resulted in Valens U.S. holding no Options and PSource holding Options to purchase a total of 181,055 shares of Common Stock.

6. On November 30, 2008, Valens SPV II sold Options to purchase 193,938 shares of Common Stock to PSource, which resulted in Valens U.S. holding no Options and PSource holding Options to purchase a total of 374,993 shares of Common Stock.

7. On January 1, 2008, Erato sold warrants issued by the Company in March 2005 having an exercise price of $0.50 per share ("2005 Warrants") to purchase 779,100 shares of Common Stock to Valens U.S., which resulted in Erato holding no 2005 Warrants and Valens U.S. holding 2005 Warrants to purchase a total of 816,647 shares of Common Stock.

8. On February 28, 2008, (a) Valens SPV II sold 2005 Warrants to purchase 267,691 shares of Common Stock to PSource, which resulted in Valens SPV II holding no 2005 Warrants and PSource holding 2005 Warrants to purchase a total of 267,691 shares of Common Stock; and (b) Valens U.S. sold 2005 Warrants to purchase a total of 816,647 shares of Common Stock to PSource, which resulted in Valens U.S. holding no 2005 Warrants and PSource holding 2005 Warrants to purchase a total of 1,084,338 shares of Common Stock.

9. On January 8, 2008, Erato sold warrants issued by the Company in May 2006 having an exercise price of $0.1667 per share ("2006 Warrants") to purchase 403,943 shares of Common Stock to Valens U.S., which resulted in Erato holding 2006 Warrants to purchase a total of 296,057 shares of Common Stock and Valens U.S. holding 2006 Warrants to purchase a total of 403,943 shares of Common Stock.

10. On February 11, 2008, (a) Erato sold 2006 Warrants to purchase 110,813 shares of Common Stock to Valens U.S., which resulted in Erato holding 2006 Warrants to purchase a total of 185,244 shares of Common Stock and Valens U.S. holding 2006 Warrants to purchase a total of 514,756 shares of Common Stock; and (b) Erato sold 2006 Warrants to purchase 111,021 shares of Common Stock to Valens SPV I, which resulted in Erato holding 2006 Warrants to purchase a total of 74,223 shares of Common Stock and Valens SPV I holding 2006 Warrants to purchase a total of 111,021 shares of Common Stock.

11. On August 1, 2008, Valens SPV I sold 2006 Warrants to purchase 111,021 shares of Common Stock to Valens SPV II, which resulted in Valens SPV I holding no 2006 Warrants and Valens SPV II holding 2006 Warrants to purchase a total of 111,021 shares of Common Stock.

12. On September 12, 2008, Erato sold 2006 Warrants to purchase 74,223 shares of Common Stock to Valens SPV I, which resulted in Erato holding no 2006 Warrants and Valens SPV I holding 2006 Warrants to purchase a total of 74,223 shares of Common Stock.

13. On November 28, 2008, Valens U.S. sold 2006 Warrants to purchase 514,756 shares of Common Stock to PSource, which resulted in Valens U.S. holding no 2006 Warrants and PSource holding 2006 Warrants to purchase a total of 514,756 shares of Common Stock.

14. On November 30, 2008, (a) Valens SPV II sold 2006 Warrants to purchase 111,021 shares of Common Stock to PSource, which resulted in Valens SPV I holding no 2006 Warrants and PSource holding 2006 Warrants to purchase a total of 625,777 shares of Common Stock; and (b) Valens SPV I sold 2006 Warrants to purchase 74,223 shares of Common Stock to PSource, which resulted in Valens SPV I holding no 2006 Warrants and PSource holding 2006 Warrants to purchase a total of 700,000 shares of Common Stock.

15. Erato is a wholly owned subsidiary of Laurus Master Fund, Ltd. (in Liquidation) (the "Fund"). The Fund and PSource are each managed by Laurus Capital Management, LLC, a Delaware limited liability company ("LCM"). Valens SPV II is a wholly owned subsidiary of Valens SPV I. Valens U.S., Valens SPV I and Valens SPV II are each managed by Valens Capital Management, LLC ("VCM"). Eugene Grin and David Grin (collectively with the Fund, LCM, VCM and the Investors, the "Filing Parties"), through other entities, are the controlling principals of LCM and VCM and share sole voting and investment power over all securities of the Company held by the Investors, with the exception of Erato. (Continued in Footnotes 16 and 17)

16. Thus, for purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the Filing Parties may be deemed to beneficially own more than 10% of the shares of Common Stock of the Company deemed issued and outstanding as of the dates of the transactions reported on this statement. Each of the Filing Parties is part of a "Disclaimed Group" that files beneficial ownership reports under Section 16 of the Exchange Act with respect to securities of the Company. All of the transactions reported in this statement have been effected among members of the Reporting Group, and, as such, none of the transactions described herein has affected the total beneficial ownership of the Company's securities held by the Reporting Group.

17. Each of PSource, Erato and the Fund disclaims beneficial ownership of the securities of the Company held by Valens U.S., Valens SPV I and Valens SPV II, except to the extent of such person's pecuniary interest, if any, in Valens U.S., Valens SPV I or Valens SPV II. Each of Valens U.S., Valens SPV I and Valens SPV II disclaims beneficial ownership of the securities of the Company held by Erato and PSource, except to the extent of such person's pecuniary interest, if any, in Erato or PSource. Each of LCM, VCM, Eugene Grin and David Grin disclaims beneficial ownership of the securities of the Company held by the Investors, except to the extent of such person's pecuniary interest, if any, in the Investors. The filing of this statement shall not be deemed an admission that any person is, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owner of any securities covered by or described in this statement.

	/s/ Eugene Grin, Principal of Laurus Capital Management, LLC, as Investment Manager of Laurus Master Fund, Ltd. (in Liquidation)	06/01/2009
	/s/ Eugene Grin, Principal of Laurus Capital Management, LLC, as Investment Manager of Erato Corporation	06/01/2009
	/s/ Eugene Grin, Principal of Laurus Capital Management, LLC	06/01/2009
	/s/ Eugene Grin, Principal of Laurus Capital Management, LLC, as Investment Manager of PSource Structured Debt Limited	06/01/2009
	/s/ Eugene Grin, Principal of Valens Capital Management, LLC, as Investment Manager of Valens OffShore SPV I, Ltd.	06/01/2009
	/s/ Eugene Grin, Principal of Valens Capital Management, LLC, as Investment Manager of Valens OffShore SPV II, Corp.	06/01/2009
	/s/ Eugene Grin, Principal of Valens Capital Management, LLC	06/01/2009
	/s/ David Grin	06/01/2009
	/s/ Eugene Grin	06/01/2009
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.


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