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Convertible Debentures

3 Months Ended

Mar. 31, 2013

10.

Convertible Debentures

Convertible Debentures due to Purchase of Building

On January 12, 2012, the Company acquired a building in Westmont, Illinois, which the Company previously leased from a related party for corporate and administrative offices (see Note 14). As a partial consideration of the purchase price of $500,000, the Company issued the related party a convertible debenture in the amount of $250,000, which is due on December 31, 2013 and bears interest at 8% per year, payable quarterly in cash. In addition, the Company issued warrants (“Warrants”) to purchase 35,000,000 shares of the Company’s common stock, par value $0.01 per share, at an exercise price of $0.01 per share, and expire on December 31, 2013. The related party is entitled to convert the accrued interest and principal of the Convertible Debentures into common stock of the Company at a conversion price equal to 55% of the lowest daily volume weighted average price for the three trading days preceding conversion.

Initial Accounting

Under the initial accounting, the Company separated the Convertible Debenture instrument into component parts of the Convertible Debt, the $0.01 Warrants, and the embedded conversion derivative liability. The Company estimated the fair value of each component as of the date of the issuance. The fair value of the embedded conversion derivative liability exceeded the purchase price of the building from the Convertible Debt less the allocation of the purchase price of the building to the $0.01 Warrants, which resulted in a debt discount of $250,000. The debt is accreted to interest expense over the life of the Convertible Debt.

The following is a summary of the building debt from the issuance of the Convertible Debt and the initial accounting of the issuance (in thousands):

Building debt from convertible debt issuance	$	250
Allocation of building debt to $0.01 warrants		(185	)

Allocation of building debt to embedded conversion derivative liability		(65	)
Total	$	-

Convertible Debentures as of March 31, 2013

During the three months ended March 31, 2013, the Company recognized $449,000 of interest expense on the Convertible Debentures.

	March 31, 2013

Convertible debentures	$	3,360
Debt discount		(1,348	)
Net convertible debentures	$	2,012

- Definition

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

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