| Delaware         | 13-3054685                                 |
|---------------------------------|--------------------------------------------|
| (State or other jurisdiction of | (IRS Employer Identification Number)  |
| Incorporation or Organization)  |                                       |

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|             | TABLE OF CONTENTS                                                                              |
|------------------|------------------------------------------------------------------------------------------------|
|             |                                                                                           |
|             |                                                                                           |
|             | PART III                                                                                  |
|             |                                                                                           |   |
| Item 10.    | Directors, Executive Officers and Corporate Governance                                         | 5 |
| Item 11.    | Executive Compensation                                                                         | 14 |
| Item 12.    | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | 28 |
| Item 13.    | Certain Relationships and Related Transactions, and Director Independence                      | 32 |
| Item 14.    | Principal Accountant Fees and Services                                                         | 34 |
|             |                                                                                           |   |
|             | PART IV                                                                                        |
|             |                                                                                           |   |
| Item 15.    | Exhibits, Financial Statement Schedules                                                        | 35 |
|             |                                                                                           |   |
| Signatures  | 35                                                                                             |
| Exhibits    | 36                                                                                             |

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PART

ITEM

| Name               | Age    | Position                                                                                                            |
|--------------------|--------|---------------------------------------------------------------------------------------------------------------------|
| Joseph Kozak       | 61     | Chairman (until April 17, 2011), President and Chief Executive Officer, Class 1 Director, term expires in 2013 |
|               |   |                                                                                                                |
| Francis K. Ruotolo | 73     | Class 3 Director, term expires in 2012                                                                         |
|               |   |                                                                                                                |
| John R. Gaulding   | 65     | Former Class 3 Director, resigned April 17, 2011                                                               |
|               |   |                                                                                                                |
| Robert H. Kite     | 56     | Chairman (effective April 17, 2011) and Class 2 Director, term expires in 2011                                 |
|               |   |                                                                                                                |
| Robert Jett        | 66     | Class 3 Director, term expires in 2012                                                                         |
|               |   |                                                                                                                |
| Ari Kaplan         | 41     | Class 2 Director, term expires in 2011                                                                         |
|               |   |                                                                                                                |
| Craig Campbell     | 54     | Class 1 Director, term expires in 2013                                                                         |
|               |   |                                                                                                                |
| David Buckel       | 49     | Secretary and Chief Financial Officer (resigned effective May 15, 2011)                                             |
|               |   |                                                                                                                |
| Rick Cerwonka      | 59     | Chief Operating Officer and President, Inventa Technologies Inc.                                                    |

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| ● | Form 4 filed by director Robert Jett on March 4, 2010 for a transaction dated February 18, 2010; also on November 15, 2010 for a transaction dated October 31, 2010;  |
|---------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| ● | Form 4 filed by director Craig Campbell on November 15, 2010 for a transaction dated October 31, 2010; and                                                            |
| ● | Form 4 filed by director John Gaulding on November 15, 2010 for a transaction dated October 31, 2010;                                                                 |

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| Name                                                   |   | Audit  |   | Compensation |   | CGNC   |   | Executive |
|--------------------------------------------------------|--------|--------|--------|--------------|--------|--------|--------|-----------|
|                                                   |   |   |   |         |   |   |   |      |
| John Gaulding                                          |   | Chair  |   |         |   | Member |   | Chair     |
| Robert H. Kite                                         |   |   |   | Chair        |   |   |   |      |
| Joseph Kozak                                           |   |   |   |         |   |   |   | Member    |
| Francis Ruotolo                                        |   |   |   |         |   | Member |   | Member    |
| Robert Jett                                            |   |   |   | Member       |   | Chair  |   | Member    |
| Ari Kaplan                                             |   | Member |   | Member       |   |   |   |      |
| Craig Campbell                                         |   | Member |   |         |   |   |   |      |
|                                                   |   |   |   |         |   |   |   |      |
| Total number of meetings held through January 26, 2010 |   | --     |   | --           |   | --     |   | --        |

| Name                                         |   | Audit  |   | Compensation |   | CGNC   |   | Executive |
|----------------------------------------------|--------|--------|--------|--------------|--------|--------|--------|-----------|
|                                         |   |   |   |         |   |   |   |      |
| John Gaulding                                |   | Chair  |   |         |   | Member |   | Chair     |
| Robert H. Kite                               |   |   |   | Chair        |   |   |   |      |
| Joseph Kozak                                 |   |   |   |         |   |   |   | Member    |
| Francis Ruotolo                              |   |   |   |         |   | Member |   | Member    |
| Robert Jett                                  |   | Member |   | Member       |   | Chair  |   | Member    |
| Ari Kaplan                                   |   |   |   |         |   |   |   |      |
| Craig Campbell                               |   | Member |   |         |   |   |   |      |
|                                         |   |   |   |         |   |   |   |      |
| Total number of meetings held in fiscal 2010 |   | 5      |   | 3            |   | 1      |   | 1         |

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| Name                                                 |   | Audit  |   | Compensation |   | CGNC   |
|------------------------------------------------------|--------|--------|--------|--------------|--------|--------|
|                                                 |   |   |   |         |   |   |
| Robert H. Kite                                       |   |   |   | Chair        |   |   |
| Joseph Kozak                                         |   |   |   |         |   |   |
| Francis Ruotolo                                      |   |   |   |         |   | Member |
| Robert Jett                                          |   | Member |   | Member       |   | Chair  |
| Ari Kaplan                                           |   |   |   |         |   |   |
| Craig Campbell                                       |   | Member |   |         |   |   |
|                                                 |   |   |   |         |   |   |
| Total number of meetings held through April 17, 2011 |   | 2      |   | 1            |   | --     |

| Name                                                 |   | Audit  |   | Compensation |   | CGNC   |
|------------------------------------------------------|--------|--------|--------|--------------|--------|--------|
|                                                 |   |   |   |         |   |   |
| Robert H. Kite                                       |   | Member |   | Chair        |   | Chair  |
| Joseph Kozak                                         |   |   |   |         |   |   |
| Francis Ruotolo                                      |   |   |   |         |   | Member |
| Robert Jett                                          |   | Member |   | Member       |   |   |
| Ari Kaplan                                           |   |   |   | Member       |   |   |
| Craig Campbell                                       |   | Chair  |   |         |   | Member |
|                                                 |   |   |   |         |   |   |
| Total number of meetings held through April 29, 2011 |   | --     |   | --           |   | --     |

| ● | Select the independent registered public accounting firm to be employed or nominate the independent auditor for shareholder approval; |
|---------|---------------------------------------------------------------------------------------------------------------------------------------|
| ● | Consult with the independent auditor on their plan of our audit;                                                                      |

| ● | Review with the independent auditor, their report of audit and their letter; |
|---------|------------------------------------------------------------------------------|
| ● | Consult with the independent auditor, on the adequacy of internal controls;  |

| ● | Ensure the integrity of our financial reporting;                                                                                        |
|---------|-----------------------------------------------------------------------------------------------------------------------------------------|
| ● | Ensure that our systems of internal control over financial reporting and disclosure controls are designed and functioning properly; and |

| ● | Ensure our compliance with legal and regulatory requirements. |
|---------|---------------------------------------------------------------|

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|   | ● | Reviews and approves nominees for service on the Board; |
|--------|---------|---------------------------------------------------------|
|   |    |                                                    |
|   | ● | Considers candidates recommended by shareholders; and   |
|   |    |                                                    |

|   | ● | Adopts, reviews and implements corporate governance policies and procedures. |
|--------|---------|------------------------------------------------------------------------------|

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|   | ● | Sets and administers the policies governing the executive compensation policies, including compensation of the chief executive officer; |
|--------|---------|-----------------------------------------------------------------------------------------------------------------------------------------|
|   |    |                                                                                                                                    |
|   | ● | Administers the employee stock option and stock purchase plans; and                                                                     |
|   |    |                                                                                                                                    |

|   | ● | Reviews executive and leadership development policies, plans and practices. |
|--------|---------|-----------------------------------------------------------------------------|

ITEM

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| POTENTIAL PAYMENTS UPON TERMINATION OF EMPLOYMENTOR CHANGE IN CONTROL FOR MR. KOZAK                                         |
|-----------------------------------------------------------------------------------------------------------------------------|
|                                                                                                                        | Base Salary($) |   | Bonuses($) |   | HealthBenefits($) |   | AcceleratedVesting($) |   |
| Termination of employment by us For Cause                                                                         | 41,096 | (1) | 250,000 | (2) | None | (3) | None | (3) |
| Termination of employment by us Without Cause Prior to any Change of Control and not in Anticipation of a Change in Control | 1,500,000 | (4) | None | (3) | 19,200 | (5) | 2,309,268 | (6) |
| Termination of employment by us Without Cause After any Change of Control or in Anticipation of a Change in Control         | 1,500,000 | (4) | 500,000 | (7) | 19,200 | (5) | 2,309,268 | (6) |
| Termination of employment by Mr. Kozak for Good Reason                                                                      | 1,500,000 | (4) | None | (3) | 19,200 | (5) | 2,309,268 | (6) |
| Retirement                                                                                                                  | None | (3) | None | (3) | None | (3) |   | (6) |
| Termination of employment by us due to the Disability of Mr. Kozak                                                          | None | (3) | None | (3) | None | (3) | None | (3) |
| Termination of employment by us due to the death of Mr. Kozak                                                               | 1,500,000 | (4) | 500,000 | (7) | None | (3) | 2,309,268 | (6) |
| Termination of employment due to Change of Control                                                                          | 1,500,000 | (4) | None | (3) | None | (3) | None | (3) |

|   | (1)  | $500,000 base salary for 30 days.                                                                                                                                                                                                                                                                              |
|--------|-----------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   | (2)  | Accrued bonus assuming achievement of available target bonus of $125,000 for last semi-annual period in 2010.                                                                                                                                                                                             |
|   | (3)  | Benefit not provided in employment agreement.                                                                                                                                                                                                                                                             |
|   | (4)  | $500,000 base salary for three years.                                                                                                                                                                                                                                                                          |
|   | (5)  | COBRA payments for 12 months at $1,600 per month for family coverage.                                                                                                                                                                                                                                     |
|   | (6)  | Accelerated vesting of 100% of unvested restricted stock equity grants of 3,608,231 shares at $0.64 per share. Included in these grants is a grant of 3.50 million shares that is subject to vesting requirements for transfer rights but is considered beneficially owned due to current voting rights.  |
|   | (7)  | Two times average bonus assuming maximum bonus of $250,000 per year.                                                                                                                                                                                                                                      |

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| PAYMENTS UPON TERMINATION OF EMPLOYMENT FOR MR. BUCKEL |
|-------------------------------------------------------------|
|                                                        |   Base Salary($) |   |   Bonuses($) |   |  Accelerated Vesting –Options($) |   |  Accelerated Vesting –Shares($) |   |
| No-Release Severance                                        | 125,000 | (1) | 125,000 | (2) | 6,771 | (3) | 15,585 | (4) |
| Release Severance                                           | 250,000 | (5) | 375,000 | (6) | 9,028 | (7) | 20,780 | (8) |
| Change in Control                                           | None | (9) | None | (9) | 9,028 | (7) | 20,780 | (8) |
|                                                        |

|   | (1)  | Six month’s base salary.                                                                                                                                                                                                                                                                |
|--------|-----------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   | (2)  | Any and all accrued but unpaid bonuses and any and all target bonuses for the six month period following such termination of employment. Accrued bonus assuming achievement of available target bonus of $62,500 for last semi-annual period in 2010 and first semi-annual period of 2011.    |
|   | (3)  | Estimated value of accelerated unvested options based on the spread between the exercise price of $0.614 per share and the December 31, 2010 closing price of our Common Stock of $0.64 per share for 75% of unvested options to purchase 347,223 shares of Common Stock.                     |
|   | (4)  | Estimated value of accelerated unvested restricted stock grants based on the December 31, 2010 closing price of our Common Stock of $0.64 per share for 75% of 32,468 unvested shares of Common Stock.                                                                                        |
|   | (5)  | Twelve month’s base salary.                                                                                                                                                                                                                                                             |
|   | (6)  | Any and all accrued but unpaid bonuses and any and all target bonuses for the twelve month period following such termination of employment. Accrued bonus assuming achievement of available target bonus of $62,500 for last semi-annual period in 2010 and both semi-annual periods of 2011. |
|   | (7)  | Estimated value of accelerated unvested options based on the spread between the exercise price of $0.614 per share and the December 31, 2010 closing price of our Common Stock of $0.64 per share for 100% of unvested options to purchase 347,223 shares of Common Stock.                    |
|   | (8)  | Estimated value of accelerated unvested restricted stock grants based on the December 31, 2010 closing price of our Common Stock of $0.64 per share for 100% of 32,468 unvested shares of Common Stock.                                                                                  |
|   | (9)  | Benefit not provided in employment agreement.                                                                                                                                                                                                                                            |

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| POTENTIAL PAYMENTS UPON TERMINATION OF EMPLOYMENTOR CHANGE IN CONTROL FOR MR. CERWONKA |
|----------------------------------------------------------------------------------------|
|                                                                                   |   BaseSalary($) |   |   Bonuses($) |   |  Accelerated Vesting –Options($) |   |  Accelerated Vesting –Shares($) |   |
| No-Release Severance                                                                   | 125,000 | (1) | -0- | (2) | -0- | (3) | 15,585 | (4) |
| Release Severance                                                                      | 250,000 | (5) | -0- | (2) | -0- | (6) | 20,780 | (7) |

|   | (1)  | Six month’s base salary.                                                                                                                                                                                                                                           |
|--------|-----------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   | (2)  | There is no bonus set forth in the employment agreement so, for this purpose, no bonus is included in a benefit.                                                                                                                                                         |
|   | (3)  | Estimated value of accelerated unvested options based on the spread between the exercise price of $1.18 per share and the December 31, 2010 closing price of our Common Stock of $0.64 per share for 75% of unvested options to purchase 55,558 shares of Common Stock.  |
|   | (4)  | Estimated value of accelerated unvested restricted stock grants based on the December 31, 2010 closing price of our Common Stock of $0.64 per share for 75% of 32,468 unvested shares of Common Stock.                                                                   |
|   | (5)  | Twelve month’s base salary.                                                                                                                                                                                                                                        |
|   | (6)  | Estimated value of accelerated unvested options based on the spread between the exercise price of $1.18 per share and the December 31, 2010 closing price of our Common Stock of $0.64 per share for 100% of unvested options to purchase 55,558 shares of Common Stock. |
|   | (7)  | Estimated value of accelerated unvested restricted stock grants based on the December 31, 2010 closing price of our Common Stock of $0.64 per share for 100% of 32,468 unvested shares of Common Stock.                                                                  |

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| Name and Principal Position       | Year     | Salary($)      | Bonus($)      | Stock/OptionsAwards($) | All OtherCompensation($) | Total($)       |
|-----------------------------------|----------|----------------|---------------|------------------------|--------------------------|----------------|
| (a)                               | (b)      | (c)            | (d)           | (5)(f)                 | (i)                      | (j)            |
|                              |     |           |          |                   |                     |           |
| Joseph Kozak                      | 2010     | 309,375        | 250,000       | 1,203,799              | —                  | 1,763,164      |
| Chairman, President and           | 2009     | 230,208        | 250,000       | 129,833                | —                  | 610,041        |
| Chief Executive Officer (1)       | 2008     | 250,000        | 250,000       | 693,929                | —                  | 1,193,929      |
|                              |     |           |          |                   |                     |           |
| Dave Buckel                       | 2010     | 215,625        |  125,000 | 103,988                | —                  | 444,613        |
| Secretary and Chief               | 2009     | —        | —       | —                | —                  | —        |
| Financial Officer (2)   | 2008     | —        | —       | —                | —                  | —        |
|                              |     |           |          |                   |                     |           |
| Rick Cerwonka                     | 2010     | 225,000        | 44,128        | 159,866                | —                  | 428,994        |
| President of Inventa              | 2009     | 225,000        | 131,518       | 100,701                | —                  | 457,219        |
| Technologies Inc. (3)             | 2008     | 250,000        | 50,000        | 38,549                 | —                  | 338,549        |
|                              |     |           |          |                   |                     |           |
| Alton Dinsmore                    | 2010     | 157,500        | 60,000        | 78,757                 | —                  | 296,257        |
| Vice President,Development (4)    | 20092008 | 161,146175,000 | 45,00060,000  | 55,408152,840          | ——           | 261,554387,840 |

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| (1)  |   | During March 2009, Mr. Kozak was granted 62,500 shares of restricted Common Stock that vested on March 31, 2010, in lieu of a 10% reduction in 2009 salary. On March 31, 2010, Mr. Kozak was granted an additional 62,500 shares of Common Stock, representing a doubling of shares that vested on March 31, 2010, consistent with the doubling of shares of restricted Common Stock granted to all employees in lieu of a reduction in 2009 salary. On April 1, 2010, Mr. Kozak was granted a restricted stock unit for 32,468 shares of Common Stock vesting March 31, 2011, in lieu of a 10% reduction in 2010 salary. On June 1, 2010, Mr. Kozak was granted a restricted stock unit for 27,060 shares of Common Stock vesting March 31, 2011, representing a change in the reduction of his 2010 salary from 10% to 20%. On July 1, 2010, Mr. Kozak was granted a restricted stock unit for 48,703 shares of Common Stock vesting March 31, 2011, representing a change in his 2010 salary. On June 28, 2010, Mr. Kozak was granted an option to purchase up to 3,500,00 shares of Common Stock and a restricted stock grant covering 3,500,000 shares of Common Stock, both at a per share price of $1.10, and both vesting annually in three installments. As of February 1, 2011, Mr. Kozak changed his voluntary salary reduction from 20% to 10%, resulting in 10,818 fewer shares of restricted stock vesting on March 31, 2011. During 2009 and the first six months of 2010, Mr. Kozak was eligible for a $125,000 cash bonus each six months. Upon review of Mr. Kozak’s achievements for fiscal 2009 and the first six months of 2010, the Compensation Committee awarded Mr. Kozak the two six-month bonuses for fiscal 2009 and for the first six months of 2010. Mr. Kozak is eligible for an additional annual pro-rated bonus of $125,000 for last six months of fiscal 2010. This remaining bonus has not yet been approved by Compensation Committee and is not reflected in the table above. |
|-----------|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|      |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| (2)       |   | Mr. Buckel joined us in January 2010. Effective with the commencement of his employment, Mr. Buckel was granted 13,021 shares of restricted Common Stock that vested on March 31, 2010, in lieu of a 10% reduction in his starting salary. On March 31, 2010, Mr. Buckel was granted an additional 13,021 shares of Common Stock, representing a doubling of shares that vested on March 31, 2010, consistent with the doubling of shares of restricted Common Stock granted to all employees in lieu of a reduction in 2009 salary. On April 1, 2010, Mr. Buckel was granted a restricted stock unit for 32,468 shares of Common Stock vesting March 31, 2011, in lieu of a 10% reduction in 2010 salary. As of January 1, 2011, the reduction in Mr. Buckel’s salary to be paid in shares of Common Stock was discontinued. In connection with his employment, Mr. Buckel was also granted options to purchase 500,000 shares of Common Stock that vest monthly over three years. Mr. Buckel was eligible for a $62,500 cash bonus every six months. Upon review of Mr. Buckel’s achievements for the first six months of 2010, the Compensation Committee awarded Mr. Buckel the initial six-month bonus. Mr. Buckel was eligible for an additional six month bonus of $62,500 for the second-half of 2010. This remaining bonus has been approved by Compensation Committee has yet to be paid. On April 29, 2011, Mr. Buckel resigned from his position effective May 15, 2011.  Mr. Buckel will continue to consult with the Company after May 15, 2011, including on the preparation and filing of the Company’s quarterly report for the quarter ended March 31, 2011 and to ensure a smooth transition of his duties, Mr. Buckel will also provide consulting services concerning, without limitation, such things as the Company’s periodic SEC reports, litigation matters, financial reporting, and registration statements at an agreed upon hourly rate.                            |
|      |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| (3)       |   | During 2009, Mr. Cerwonka was granted 62,500 of Common Stock that vested on March 31, 2010, in lieu of a 10% reduction in 2009 salary. On March 31, 2010, Mr. Cerwonka was granted an additional 62,500 shares of Common Stock, representing a doubling of shares that vested on March 31, 2010, consistent with the doubling of shares of restricted Common Stock granted to all employees in lieu of a reduction in 2009 salary. On April 1, 2010, Mr. Cerwonka was granted a restricted stock unit for 32,468 shares of Common Stock vesting March 31, 2011, in lieu of a 10% reduction in 2010 salary.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|      |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| (4)       |   | Mr. Dinsmore tendered his resignation as our employee effective January 14, 2011. However he continues to serve on our Technical Advisory Board.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|      |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| (5)       |   | The amounts in this column represent the compensation cost of stock and stock option awards (granted in 2010 and prior years) recognized during 2010, 2009, and 2008 and have been calculated in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) using the Black-Scholes option pricing model (as modified by guidance provided by the SEC).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |

|                                                                                                                     |   |   |                                 |   |    |                      |                                       |   |                     |   |                                       |   |   |   |                                       |   |   |    |                                       |   |   |   |                                       |     |   |    |                                       |   |   |    |                                     |    |      |     |                                         |     |   |   |                     |   |   |   |                                       |   |
|--------------------------------------------------------------------------------------------------------------------------|--------|--------|--------------------------------------|--------|---------|---------------------------|--------------------------------------------|--------|--------------------------|--------|--------------------------------------------|--------|--------|--------|--------------------------------------------|--------|--------|---------|--------------------------------------------|--------|--------|--------|--------------------------------------------|----------|--------|---------|--------------------------------------------|--------|--------|---------|------------------------------------------|---------|-----------|----------|----------------------------------------------|----------|--------|--------|--------------------------|--------|--------|--------|--------------------------------------------|--------|
|                                                                                                                     |   |   |                                 |   |    |                      |                                       |   |                     |   |                                       |   |   |   |                                       |   |   |    |                                       |   |   |   |                                       |     |   |    |                                       |   |   | All     |                                     |    | All Other |     |                                         |     |   |   |                     |   |   |
|                                                                                                                     |   |   |                                 |   |    |                      |                                       |   |                     |   |                                       |   |   |   |                                       |   |   |    |                                       |   |   |   |                                       |     |   |    |                                       |   |   | Other   |                                     |    | Option    |     |                                         |     |   |   |                     |   |   |
|                                                                                                                     |   |   |                                 |   |    |                      |                                       |   |                     |   |                                       |   |   |   |                                       |   |   |    |                                       |   |   |   |                                       |     |   |    |                                       |   |   | Stock   |                                     |    | Awards:   |     |                                         |     |   |   |                     | Grant  |   |
|                                                                                                                     |   |   |                                 |   |    |                      |                                       |   |                     |   |                                       |   |   |   |                                       |   |   |    |                                       |   |   |   |                                       |     |   |    |                                       |   |   | Awards: |                                     |    | Number    |     |                                         | Exercise |   |   | Date                     |   |
|                                                                                                                     |   |   |                                 |   |    | Estimated Future Payouts  |                                       |   | Estimated Future Payouts |   |                                       | Number |   |   | of                                         |   |   | or Base |                                       |   | Fair   |   |
|                                                                                                                     |   |   |                                 |   |    |                      |                                       |   |                     | Under  |                                       |   |   |   |                                       |   |   |    |                                       |   | Under  |   |                                       |     |   |    |                                       | of     |   |    | Securities                               |    |      | Price of |                                         |     | Value  |   |
|                                                                                                                     |   |   |                                 |   |    | Non-Equity Incentive Plan |                                       |   | Equity Incentive Plan    |   |                                       | Shares |   |   | Und-                                       |   |   | Option  |                                       |   | of     |   |
|                                                                                                                     |   | Grant  |                                 |   | Thresh- |                      |                                       | Awards |                     |   |                                       |   |   |   | Thresh-                                    |   |   | Awards  |                                       |   | Max-   |   |                                       | of Stock |   |    | erlying                                    |   |   | Awards  |                                     |    | Option    |     |
|                                                                                                                     |   | Date   |                                 |   | old     |                      |                                       | Target |                     |   | Maximum                                    |   |   | old    |                                       |   | Target |    |                                       | imum   |   |   | or Units                                   |     |   | Options |                                       |   | ($/Sh) |    |                                     | Awards  |      |
| Name                                                                                                                     |   | (6)    |                                 |   | ($)     |                      |                                       | ($)    |                     |   | ($)                                        |   |   | (#)    |                                       |   | (#)    |    |                                       | (#)    |   |   | (#)                                        |     |   | (#)     |                                       |   | (7)    |    |                                     | ($) (8) |      |
| (a)                                                                                                                      |   | (b)    |                                 |   | (c)     |                      |                                       | (d)    |                     |   | (e)                                        |   |   | (f)    |                                       |   | (g)    |    |                                       | (h)    |   |   | (i)                                        |     |   | (j)     |                                       |   | (k)    |    |                                     | (l)     |      |
| Joseph Kozak   Chairman,   President   and   Chief Executive   Officer |   |   | 3/20104/20106/20106/20106/20107/2010 |   |    |                      | —————— |   |                     |   | —————— |   |   |   | —————— |   |   |    | —————— |   |   |   | —————— |     |   |    | —————— |   |   |    | 62,50032,46827,0603,500,000—48,703 |    |      |     | ————3,500,000— |     |   |   | 0.860.851.691.101.101.01 |   |   |   | 53,75027,59845,7313,850,0002,626,84849,190 |   |
|                                                                                                                     |   |   |                                 |   |    |                      |                                       |   |                     |   |                                       |   |   |   |                                       |   |   |    |                                       |   |   |   |                                       |     |   |    |                                       |   |   |    |                                     |    |      |     |                                         |     |   |   |                     |   |   |   |                                       |   |
| Dave Buckel   Secretary and   Chief Financial Officer                                                |   |   | 1/20103/20104/2010                   |   |    |                      | ———                      |   |                     |   | ———                      |   |   |   | ———                      |   |   |    | ———                      |   |   |   | ———                      |     |   |    | ———                      |   |   |    | —13,02132,468                      |    |      |     | 500,000——                        |     |   |   | 0.610.860.8              |   |   |   | 208,65811,19827,598                        |   |
|                                                                                                                     |   |   |                                 |   |    |                      |                                       |   |                     |   |                                       |   |   |   |                                       |   |   |    |                                       |   |   |   |                                       |     |   |    |                                       |   |   |    |                                     |    |      |     |                                         |     |   |   |                     |   |   |   |                                       |   |
| Rick Cerwonka,   President, Inventa Technologies                                                               |   |   | 3/20104/2010                         |   |    |                      | ——                             |   |                     |   | ——                             |   |   |   | ——                             |   |   |    | ——                             |   |   |   | ——                             |     |   |    | ——                             |   |   |    | 62,50032,468                             |    |      |     | ——                               |     |   |   | 0.930.85                 |   |   |   | 58,12527,598                               |   |
|                                                                                                                     |   |   |                                 |   |    |                      |                                       |   |                     |   |                                       |   |   |   |                                       |   |   |    |                                       |   |   |   |                                       |     |   |    |                                       |   |   |    |                                     |    |      |     |                                         |     |   |   |                     |   |   |   |                                       |   |
| Alton Dinsmore   Vice President,   Development                                                       |   |   | 3/20103/20104/2010                   |   |    |                      | ———                      |   |                     |   | ———                      |   |   |   | ———                      |   |   |    | ———                      |   |   |   | ———                      |     |   |    | ———                      |   |   |    | 43,750—22,728                      |    |      |     | —100,000—                        |     |   |   | 0.860.950.85             |   |   |   | 37,62564,85219,319                         |   |

----

|                                                                          |   |  Option Awards |          |   |    Stock Awards |   |
|-------------------------------------------------------------------------------|--------|---------------------|---------------|--------|---------------------------|--------|
|                                                                          |   |                |          |   |                      |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   | Equity |   |
|                                                                          |   |                |          |   |                      |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   | Incentive |   |
|                                                                          |   |                |          |   |                      |   |   |   |   |   |   |   |   |   |   |   |   | Plan |   |
|                                                                          |   |                |          |   |                      |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   | Equity |   |   | Awards: |   |
|                                                                          |   |                |          |   |                      |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   | Incentive |   |   | Market or |   |
|                                                                          |   |                |          |   |                      |   |   |   | Equity |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   | Plan |   |   | Payout |   |
|                                                                          |   |                |          |   |                      |   |   |   | Incentive |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   | Awards: |   |   | Value |   |
|                                                                          |   |                |          |   |                      | Number |   |   | Plan |   |   |   |   |   |   |   |   |   |   |   |   |   |   | Market |   |   | Number |   |   | of |   |
|                                                                          |   |                |          |   |                      | of     |   |   | Awards: |   |   |   |   |   |   |   |   |   |   |   |   |   |   | Value of |   |   | Of |   |   | Unearned |   |
|                                                                          |   |                |          |   | SecuritiesUnder-          |   |   | Number ofSecurities |   |   |   |   |   |   |   |   |   |   | Number of |   |   | Sharesor |   |   | UnearnedShares, |   |    | Shares,Units, |   |
|                                                                          |   | Number of           |          |   | lying                     |   |   | Under- |   |   |   |   |   |   |   |   |   |   | Shares or |   |   | Units of |   |   | Units, or |   |   | or Other |   |
|                                                                          |   | Securities          |          |   | Unexer-                   |   |   | lying |   |   |   |   |   |   |   |   |   |   | Units of |   |   | Stock |   |   | Other |   |   | Rights |   |
|                                                                          |   | Underlying          |          |   | cised                     |   |   | Unexer- |   |   |   |   |   |   |   |   |   |   | Stock that |   |   | that |   |   | Rights that |   |   | that |   |
|                                                                          |   | UnexercisedOptions  |          |   | OptionsUnexer-            |   |   | cised Un-earned |   |   | Option |   |   | Option |   |   | HaveNot |   |   | HaveNot |   |   | HaveNot |   |   | HaveNot |   |
|                                                                          |   | Exercisable         |          |   | cisable                   |   |   | Options |   |   | Exercise |   |   | Expiration |   |   | Vested |   |   | Vested |   |   | Vested |   |   | Vested |   |
| Name                                                                          |   | (#)                 |          |   | (#)                       |   |   | (#) |   |   | Price ($) |   |   | Date |   |   | (#) |   |   | ($) |   |   | ($) |   |   | ($) |   |
| (a)                                                                           |   | (b) (2)             |          |   | (c)                       |   |   | (d) |   |   | (e) |   |   | (f) |   |   | (g) |   |   | (h) |   |   | (i) |   |   | (j) |   |
| Joseph Kozak                                                                  |   |                | 125,000       |   |                      |   | — |   |   |   | — |   |   |   | 0.87 |   |   |   | 5/4/2015 |   |   | (1) |  32,468 |   |   |   | 0.85 |   |   |   | — |   |   |   | 27,598 |   |
|    Chairman, President                                              |   |                | 125,000       |   |                      |   | — |   |   |   | — |   |   |   | 0.87 |   |   |   | 6/10/2015 |   |   | (1) | 27,060 |   |   |   | 1.69 |   |   |   | — |   |   |   | 45,734 |   |
|    and Chief Executive                                              |   |                | 135,000       |   |                      |   | — |   |   |   | — |   |   |   | 0.87 |   |   |   | 10/13/2015 |   |   | (1) | 3,500,000 |   |   |   | 1.10 |   |   |   | — |   |   |   | 3,850,000 |   |
|    Officer                                                          |   |                | 200,000       |   |                      |   | — |   |   |   | — |   |   |   | 0.87 |   |   |   | 6/18/2016 |   |   | (1) | 48,703 |   |   |   | 1.01 |   |   |   | — |   |   |   | 49,190 |   |
|                                                                          |   |                |  165,000 |   |                      |   | — |   |   |   | — |   |   |   | 0.87 |   |   |   | 4/30/2017 |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|                                                                          |   |                | 750,000       |   |                      |   | — |   |   |   | — |   |   |   | 1.18 |   |   |   | 5/15/2018 |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|                                                                          |   |                | —       |   |                      |   | 3,500,000 |   |   |   | — |   |   |   | 1.10 |   |   |   | 6/28/2020 |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|                                                                          |   |                |          |   |                      |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Dave Buckel   Secretary and   Chief Financial Officer (2) |   |                | 152,777       |   |                      |   | 347,223 |   |   |   | — |   |   |   | 0.61 |   |   |   | 1/5/2020 |   |   | (2) | 32,468 |   |   |   | 0.85 |   |   |   | — |   |   |   | 27,598 |   |
|                                                                          |   |                |          |   |                      |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Rick Cerwonka                                                                 |   |                |  344,442 |   |                      |   |  55,558 |   |   |   | — |   |   |   | 1.18 |   |   |   | 5/15/2018 |   |   | (3) |  32,468 |   |   |   | 0.85 |   |   |   | — |   |   |   |  27,598 |   |
|    President, Chief                                                 |   |                |          |   |                      |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|    Operating Officer, Inventa   Technologies (3)          |   |                |          |   |                      |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |

| Alton Dinsmore               |   |   | 50,000       |   |   |   | —  |   |   |   | — |   |   |   | 0.87   |   |   |   | 7/18/2015  | (4)    |   |   |  22,728 |   |   |   | 0.85   |   |   |   | —  |   |   |   |  19,319 |   |
|------------------------------|--------|--------|--------------|--------|--------|--------|---------------|--------|--------|--------|---------|--------|--------|--------|--------|--------|--------|--------|------------|--------|--------|--------|--------------|--------|--------|--------|--------|--------|--------|--------|---------------|--------|--------|--------|--------------|--------|
|    Vice President, |   |   | 25,000       |   |   |   | —  |   |   |   | — |   |   |   | 0.87   |   |   |   | 6/18/2016  |   |   |   |         |   |   |   |   |   |   |   |          |   |   |   |         |   |
|    Development     |   |   | 75,000       |   |   |   | —  |   |   |   | — |   |   |   | 0.87   |   |   |   | 10/12/2016 |   |   |   |         |   |   |   |   |   |   |   |          |   |   |   |         |   |
|                         |   |   | 10,000       |   |   |   | —  |   |   |   | — |   |   |   | 0.87   |   |   |   | 11/13/2016 |   |   |   |         |   |   |   |   |   |   |   |          |   |   |   |         |   |
|                         |   |   | 125,000      |   |   |   | —  |   |   |   | — |   |   |   | 0.87   |   |   |   | 9/10/2017  |   |   |   |         |   |   |   |   |   |   |   |          |   |   |   |         |   |
|                         |   |   |  45,833 |   |   |   |  4,167   |   |   |   | — |   |   |   | 0.87   |   |   |   | 3/26/2018  |   |   |   |         |   |   |   |   |   |   |   |          |   |   |   |         |   |
|                         |   |   | —      |   |   |   | 100,000       |   |   |   | — |   |   |   | 0.95   |   |   |   | 3/26/2020  |   |   |   |         |   |   |   |   |   |   |   |          |   |   |   |         |   |
|                         |   |   |         |   |   |   |          |   |   |   |    |   |   |   |   |   |   |   |       |   |   |   |         |   |   |   |   |   |   |   |          |   |   |   |         |   |

| (1)    |   | On April 1, 2010, Mr. Kozak was granted a restricted stock unit for 32,468 shares of Common Stock vesting March 31, 2011, in lieu of a 10% reduction in 2010 salary. On June 1, 2010, Mr. Kozak was granted a restricted stock unit for 27,060 shares of Common Stock vesting March 31, 2011, representing a change in the reduction of his 2010 salary from 10% to 20%. On July 1, 2010, Mr. Kozak was granted a restricted stock unit for 48,703 shares of Common Stock vesting March 31, 2011, representing a change in his 2010 salary. On June 28, 2010, Mr. Kozak was granted a restricted stock award covering 3,500,000 shares of Common Stock at a per share price of $1.10 and vesting annually in three installments. As of February 1, 2011, Mr. Kozak changed his voluntary salary reduction from 20% to 10%, resulting in 10,818 fewer shares of restricted stock vesting on March 31, 2011.               |
|--------|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| (2)    |   | Mr. Buckel joined us in January 2010. On April 1, 2010, Mr. Buckel was granted a restricted stock unit for 32,468 shares of Common Stock vesting March 31, 2011, in lieu of a 10% reduction in 2010 salary. As of January 1, 2011, the reduction in Mr. Buckel’s salary to be paid in shares of Common Stock was discontinued. On April 29, 2011, Mr. Buckel resigned from his position effective May 15, 2011.  Mr. Buckel will continue to consult with the Company after May 15, 2011, including on the preparation and filing of the Company’s quarterly report for the quarter ended March 31, 2011 and to ensure a smooth transition of his duties, Mr. Buckel will also provide consulting services concerning, without limitation, such things as the Company’s periodic SEC reports, litigation matters, financial reporting, and registration statements at an agreed upon hourly rate. |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| (3)    |   | On April 1, 2010, Mr. Cerwonka was granted a restricted stock unit for 32,468 shares of Common Stock vesting March 31, 2011, in lieu of a 10% reduction in 2010 salary.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| (4)    |   | On April 1, 2010, Mr. Dinsmore was granted a restricted stock unit for 22,728 shares of Common Stock vesting March 31, 2011, in lieu of a 10% reduction in 2010 salary. Mr. Dinsmore tendered his resignation as our employee effective January 14, 2011. However he continues to serve on our Technical Advisory Board.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |

----

|                 |   |         |   |       |   |          |   |         |   |      |
|----------------------|--------|--------------|--------|------------|--------|---------------|--------|--------------|--------|-----------|
|                 |   | Fees Earned  |   | Stock      |   | Option        |   | All Other    |   |      |
|                 |   | or Paid in   |   | Awards ($) |   | Awards ($)    |   | Compensation |   |      |
| Name (1)             |   | Cash ($) (2) |   | (3)        |   | (3)           |   | ($)          |   | Total ($) |
| (a)                  |   | (b)          |   | (c)        |   | (d)           |   | (g)          |   | (h)       |
|                 |   |         |   |       |   |          |   |         |   |      |
| Craig Campbell       |   | 27,000       |   | —    |   |  154,514 |   | —      |   | 181,514   |
| John R. Gaulding (4) |   | 46,000       |   | 43,000     |   |  294,676 |   | —      |   | 383,676   |
| Robert T. Jett       |   | 39,000       |   | 43,000     |   |  242,115 |   | —      |   | 324,115   |
| Ari Kaplan           |   | 21,500       |   | —    |   |  154,514 |   | —      |   | 176,014   |
| Robert H. Kite (5)   |   | 28,000       |   | —    |   |  154,514 |   | —      |   | 182,514   |
| Francis K. Ruotolo   |   | 28,000       |   | 43,000     |   |  242,115 |   | —      |   | 313,115   |
|                 |   |         |   |       |   |          |   |         |   |      |

| (1)    |   | Joseph Kozak, our Chairman (until April 17, 2011) and Chief Executive Officer, is not included in this table as he is an employee of the Company and thus receives no compensation for his service as a director. Mr. Kozak’s compensation as an executive officer of the Company is shown in the Summary Compensation Table in the Executive Compensation section of this document. |
|--------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                                                                                                       |
| (2)    |   | Includes fees payable for service as a director, committee chair or committee member as described under Compensation of Directors following this table.                                                                                                                                                                                                                                    |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                       |
| (3)    |   | The amounts in these columns represent the aggregate grant date fair value of awards of restricted Common Stock and options to purchase Common Stock granted in 2010 calculated in accordance with US GAAP.                                                                                                                                                                                |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                       |
| (4)    |   | Mr. Gaulding was the Lead Director during 2010 and resigned as director and Lead Director on April 17, 2011.                                                                                                                                                                                                                                                                          |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                       |
| (5)    |   | Mr. Kite was elected Chairman on April 17, 2011.                                                                                                                                                                                                                                                                                                                                           |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                       |

----

|   |   |   |           |   |           |   | Stock      |   | Option     |   |                    |   |
|--------|--------|--------|----------------|--------|----------------|--------|------------|--------|------------|--------|-------------------------|--------|
|   |   |   |           |   |           |   | Awards     |   | Awards     |   |                    |   |
|   |   |   | Stock Awards   |   | Option Awards  |   | Granted    |   | Granted    |   | Grant Date              |   |
|   |   |   | Outstanding at |   | Outstanding at |   | During     |   | During     |   | Fair Value of           |   |
|   |   |   | Fiscal YearEnd |   | Fiscal YearEnd |   | Fiscal2010 |   | Fiscal2010 |   | Stock and Option Awards |   |
| Name   |   |   | (#) (1)        |   | (#) (2)        |   | (#)        |   | (#)        |   | ($)                     |   |

| Craig Campbell     |   | — |   | 437,500   |   | — |   | 250,000 |   | 154,514 |   |
|--------------------|--------|---------|--------|-----------|--------|---------|--------|---------|--------|---------|--------|
| John R. Gaulding   |   | — |   | 540,000   |   | 50,000  |   | 490,000 |   | 337,676 |   |
| Robert T. Jett     |   | — |   | 475,000   |   | 50,000  |   | 400,000 |   | 285,115 |   |
| Ari Kaplan         |   | — |   | 480,625   |   | — |   | 250,000 |   | 154,514 |   |
| Robert H. Kite     |   | — |   | 430,000   |   | — |   | 250,000 |   | 154,514 |   |
| Francis K. Ruotolo |   | — |   | 1,151,875 |   | 50,000  |   | 400,000 |   | 285,115 |   |

| (1)    |   | No stock awards were outstanding as of December 31, 2010.                                                                  |
|--------|--------|----------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                       |
| (2)    |   | Includes both vested and unvested options to purchase our Common Stock received as compensation for serving as a director. |
|   |   |                                                                                                                       |

|                                                         |   | Annual |   |
|--------------------------------------------------------------|--------|--------|--------|
| Position                                                     |   | Amount |   |
| Non-employee — Board Chair                             |   | $      | 25,000 |   |
| Non-employee — Lead Director                           |   |   | 25,000 |   |
| Non-employee Directors                                       |   |   | 15,000 |   |
| Meeting attendance — in person                         |   |   | 1,000  |   |
| Meeting attendance — telephonic                        |   |   | 500    |   |
| Audit Committee — Chair                                |   |   | 7,500  |   |
| Audit Committee — Member                               |   |   | 3,000  |   |
| Compensation Committee — Chair                         |   |   | 5,000  |   |
| Compensation Committee — Member                        |   |   | 1,500  |   |
| Corporate Governance and Nominating Committee — Chair  |   |   | 5,000  |   |
| Corporate Governance and Nominating Committee — Member |   |   | 1,500  |   |
| Executive Committee — Chair                            |   |   | 1,500  |   |

----

ITEM

|   | · | each person known by us, based on filings pursuant to Section 13(d) or (g) under the Exchange Act, to own beneficially more than 5% of the outstanding shares of our Common Stock as of April 29, 2011; |
|--------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                    |
|   | · | the persons named in the Summary Compensation Table; and                                                                                                                                                |
|   |   |                                                                                                                                                                                                    |
|   | · | all directors and executive officers as a group.                                                                                                                                                        |

| Name and Address of Beneficial Owner                                                                                                                                                                                                                |   | Number of Sharesof Common Stock(19) |   | Percent ofClass |   |
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|-------------------------------------|--------|-----------------|--------|
|                                                                                                                                                                                                                                                |   |                                |   |            |   |
| Constantin Zdarsky (1)   c/o Tim Hanlon, Alley, Maass, Rogers & Lindsay, P.A.   340 Royal Poinciana Way, Ste. 321,   Palm Beach, FL 33480                                                          |   | 30,906,177                          |   | 19.7            | %      |
| Lyle P. Campbell (2)   c/o Berry-Shino Securities, Inc.   15100 N. 78th Way, Suite #100   Scottsdale, AZ 85260                                                                                         |   | 12,914,200                          |   | 8.9             | %      |
| Fletcher International, Ltd. (3)   c/o Appleby Services (Bermuda) Ltd.   Canon's Court   22 Victoria Street   P.P. Box HM 1179   Hamilton HM EX   Bermuda |   | 13,201,896                          |   | 9.7             | %      |
| BRG Investments, LLC (4)   c/o Fletcher Asset Management, Inc.   48 Wall Street Address, 5th Floor   New York, NY 10005                                                                                |   |  13,201,896                    |   | 9.7             | %      |
| Manchester Securities Corp. (5)   571 5th Ave.   New York, NY 10019                                                                                                                                                   |   | 23,532,247                          |   | 14.9            | %      |
| SAMC LLC (6)   400 Madison Ave.   8th Floor, Suite 8D   New York, NY 10017                                                                                                                             |   | 8,026,662                           |   | 5.6             | %      |

----

| JGB Capital LP (7)   400 Madison Ave.   8th Floor, Suite 8D   New York, NY 10017            |   | 4,014,830  |   | 2.9    | %      |
|------------------------------------------------------------------------------------------------------------------------------------------|--------|------------|--------|--------|--------|
| JGB Capital Offshore Ltd. (8)   400 Madison Ave.   8th Floor, Suite 8D   New York, NY 10017 |   | 4,014,830  |   | 2,9    | %      |
|  Directors and Executive Officers                                                                                                   |   |       |   |   |   |
| Joseph Kozak (9)                                                                                                                         |   | 6,631,558  |   | 4.8    | %      |
| Francis K. Ruotolo (10)                                                                                                                  |   | 596,302    |   | *      |   |
| John R. Gaulding (11)                                                                                                                    |   | 548,579    |   | *      |   |
| Robert H. Kite (12)                                                                                                                      |   | 917,909    |   | *      |   |
| Craig Campbell (13)                                                                                                                      |   | 5,308,439  |   | 3.8    | %      |
| Ari Kaplan (14)                                                                                                                          |   | 315,625    |   | *      |   |
| Robert Jett (15)                                                                                                                         |   | 343,411    |   | *      |   |
| David Buckel (16)                                                                                                                        |   | 396,632    |   | *      |   |
| Rick Cerwonka (17)                                                                                                                       |   | 500,000    |   | *      |   |
| Alton Dinsmore (18)                                                                                                                      |   | 87,500     |   | *      |   |
|                                                                                                                                     |   |       |   |   |   |
| All current directors and executive officers as a group (10 persons)                                                                     |   | 15,645,955 |   | 10.8   | %      |

| (1)    | Includes 9,892,200 shares of Common Stock owned by Mr. Zdarsky and the right to acquire 13,511,826 shares of Common Stock pursuant to Convertible Preferred Stock and warrants to purchase up to 7,502,151 shares of Common Stock.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| (2)    | Includes 3,914,200 shares of Common Stock owned by Mr. Lyle Campbell and the right to acquire 9,000,000 shares of Common Stock pursuant to Convertible Preferred Stock.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| (3)    | Fletcher International, Ltd. (“Fletcher”) is the holder of 9,142,969 shares of our Common Stock and has the right to purchase 19,007,793 additional shares under a warrant to purchase Common Stock and an aggregate of 4,133,333 additional shares or our Common Stock under a stock purchase agreement, but the aggregate number of shares of Common Stock issued and issuable under the stock purchase agreement and accompanying warrants may not exceed a number that would cause Fletcher’s beneficial ownership to exceed the Maximum Number as defined in the stock purchase agreement.  As of April 29, 2011, the Maximum Number was 12,936,342 shares of Common Stock based on an Outstanding Share Report delivered to Fletcher on March 10, 2011.  However, the Maximum Number will increase to 13,201,896 shares of Common Stock effective June 15, 2011 based on an Outstanding Share Report delivered to Fletcher on April 11, 2011. Because the increase in the Maximum Number resulting from the April 11, 2011Outstanding Share Report will become effective within 60 days of April 29, 2011), we have used 13,201,896 as the Maximum Number for the purpose of determining Fletcher’s beneficial ownership.  The Maximum Number increases or decreases upon the occurrence of certain conditions contained in the Fletcher Agreement.  No Company director, executive officer or any associate of any director or executive officer has any interest, direct or indirect, by security holdings or otherwise, in Fletcher. Fletcher and BRG Investments, LLC, referenced in footnote 4 below, are affiliated entities. The securities listed above include outstanding securities held in one or more accounts managed by Fletcher Asset Management, Inc. (“FAM”) for BRG.  FAM is an investment adviser to BRG and is registered under Section 203 of the Investment Advisors Act of 1940, as amended. Pursuant to an investment advisory agreement between FAM and BRG, FAM has the sole authority to vote and dispose of the securities in these accounts.  By reason of the provisions of Rule 13d-3 under the Exchange Act, BRG and FAM are each deemed to beneficially own the securities registered under the registration statement of which this prospectus is a part.  In addition, by virtue of Alphonse Fletcher, Jr.’s position as Chairman and Chief Executive Officer of FAM, Mr. Fletcher is deemed to have the power to vote or direct the vote of, and the power to dispose or direct the disposition of, these securities.  For these reasons, Mr. Fletcher is deemed to be a beneficial owner of these securities.  BRG disclaims beneficial ownership of these securities. |

----

| (4)    | BRG Investments, LLC (“BRG”) is the holder of 5,290,338 shares of our Common Stock and has the right to purchase additional shares of Common Stock pursuant to a warrant at an aggregate purchase price of $3.00 million and exercisable at an initial exercise price of $0.5261 per share, or 5,702,338 additional shares of Common Stock. The warrant is exercisable for a period of nine years from January 4, 2011, subject to extension under certain circumstances.  In addition, BRG has the right, but not the obligation, to purchase up to $3.00 million worth of shares of our Common Stock and warrants, initially representing an additional 5,184,033 shares and 5,702,338 warrants, in one or more subsequent investments under a stock purchase agreement at any time until the first anniversary of the initial closing date at purchase prices and terms determined by reference to certain events. However, the aggregate number of shares of Common Stock issued and issuable under the stock purchase agreement and accompanying warrants may not exceed a number that would cause BRG’s beneficial ownership to exceed the Maximum Number as defined in the stock purchase agreement.  The Maximum Number is initially 11,980,846 shares of Common Stock. The Maximum Number will increase to 13,201,896 shares of Common Stock effective June 15, 2011 based on an Outstanding Share Report delivered to BRG on April 11, 2011. Because the increase in the Maximum Number resulting from the April 11, 2011 Outstanding Share Report will become effective within 60 days of April 29, 2011, we have used 13,201,896 shares as the Maximum Number for the purpose of determining BRG’s beneficial ownership.  None of our directors, executive officers or any associate of any director or executive officer has any interest, direct or indirect, by security holdings or otherwise, in BRG.  See Footnote 3 regarding the relationship of Fletcher and BRG. |
|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| (5)    | Manchester Securities Corp. (“Manchester”) is the holder of 1,440,678 shares of our Common Stock and has the right to purchase 3,333,333 shares under a warrant to purchase Common Stock, the right to purchase 14,237,289 shares under a Series B warrant to purchase Common Stock and the right to acquire 4,520,947 shares of Common Stock pursuant to convertible notes, including a 5% Senior Secured Note.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| (6)    | SAMC LLC (“SAMC”) has the right to purchase 7,115,645 shares under a Series B warrant to purchase Common Stock and the right to acquire 911,017 shares of Common Stock pursuant to a 5% Senior Secured Note. SAMC may be affiliated with JGB Capital (See Footnote 7) and/or JGB Capital Offshore (See Footnote 8).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| (7)    | JGB Capital LP (“JGB Capital”) has the right to purchase 3,559,322 shares under a Series B warrant to purchase Common Stock and the right to acquire 455,508 shares of Common Stock pursuant to a 5% Senior Secured Note. JGB Capital may be affiliated with SAMC (See Footnote 6) and/or JGB Capital Offshore (See Footnote 8).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| (8)    | JGB Capital Offshore Ltd. (“JGB Capital Offshore”) has the right to purchase 3,559,322 shares under a Series B warrant to purchase Common Stock and the right to acquire 455,508 shares of Common Stock pursuant to a 5% Senior Secured Note. JGB Capital Offshore may be affiliated with SAMC (See Footnote 6) and/or JGB Capital (See Footnote 7).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |

----

| (9)    | Includes 40,000 shares of Common Stock purchased on the open market by Mr. Kozak, stock grants of 3,925,008 shares of Common Stock and vested options to purchase up to 2,666,550 shares of Common Stock. Included in the 3,625,000 shares from stock grants are 3,500,000 shares that are subject to time-based vesting restrictions but are entitled to vote and are treated as beneficially owned. Unvested options to purchase 2,333,450 shares of Common Stock Common Stock are excluded. On April 17, 2011 Mr. Kozak resigned as Chairman of the registrant’s Board of Directors, but continues in his role as President and Chief Executive Officer.                                                                                                                                                                                                                                                                                                                                                                                                                |
|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| (10)   | Includes 97,143 shares of Common Stock purchased by Mr. Francis Ruotolo from us through a private offering, approved by our Board of Directors and directed to certain accredited investors, 10,000 shares of Common Stock purchased on the open market, a stock grant of 50,000 shares of Common Stock and vested options to purchase up to 439,159 of Common Stock.  Unvested options to purchase 233,341 shares of Common Stock are excluded.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| (11)   | Includes  140,045 shares of Common Stock purchased from us through a private offering, approved by our Board of Directors and directed to certain accredited investors,  warrants to purchase up to 50,000 shares of Common Stock and vested options to purchase up to 408,534 shares of Common Stock.  Unvested options to purchase 285,841 shares of Common Stock are excluded.  Mr. Gaulding resigned as a director, the Lead Director, Chairman of the Executive Committee, Chairman of the Audit Committee, and a member of its Corporate Governance and Nominating Committee on April 17, 2011.                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| (12)   | Includes 450,000 shares of Common Stock purchased by Mr. Kite from us through a private offering, approved by our Board of Directors and directed to certain accredited investors, and vested options to purchase up to 467,909 shares of Common Stock.  Unvested options to purchase 145,841 shares of Common Stock are excluded. Mr. Kite was elected Chairman of the Board of Directors following Mr. Kozak’s resignation as Chairman and Mr. Gaulding’s resignation from the Board.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| (13)   | Includes 125,000 shares purchased on the open market, 410,939 shares of Common Stock purchased from us through a private offering, approved by our Board of Directors and directed to certain accredited investors, the right to acquire 4,500,000 shares of Common Stock pursuant to Convertible Preferred Stock, and vested options to purchase 272,500 shares of Common Stock.  Unvested options to purchase 165,000 shares of Common Stock are excluded.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| (14)   | Includes vested options to purchase 315,625 shares of Common Stock by Mr. Kaplan. Unvested options to purchase 165,000 shares of Common Stock are excluded.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| (15)   | Includes 119,900 shares of Common Stock purchased by Mr. Jett from us through a private offering, approved by our Board of Directors and directed to certain accredited investors, warrants to purchase up to 15,625 shares of Common Stock, 1,000 shares purchased on the open market,  and vested options to purchase 222,500 shares of Common Stock.  Unvested options to purchase 252,500 shares of Common Stock are excluded.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| (16)   | Includes 10,000 shares of Common Stock purchased by Mr. Buckel on the open market, 62,500 shares of Common Stock purchased by Mr. Buckel from us through a private offering, approved by our Board of Directors and directed to certain accredited investors, stock grants of 88,021 shares of Common Stock to Mr. Buckel and vested options to purchase up to 236,111 shares of Common Stock. Unvested options to purchase 263,889 shares of Common Stock are excluded. On April 29, 2011, Mr. Buckel resigned from his position effective May 15, 2011.  Mr. Buckel will continue to consult with the Company after May 15, 2011, including on the preparation and filing of the Company’s quarterly report for the quarter ended March 31, 2011 and to ensure a smooth transition of his duties, Mr. Buckel will also provide consulting services concerning, without limitation, such things as the Company’s periodic SEC reports, litigation matters, financial reporting, and registration statements at an agreed upon hourly rate. |

----

| (17)   | Includes stock grants of 100,000 common shares to Mr. Cerwonka and vested options to purchase up to 400,000 shares of Common Stock.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| (18)   | Includes stock grants of 87,500 common shares to Mr. Dinsmore Mr. Dinsmore tendered his resignation as our employee effective as of January 14 2011. However he continues to serve on our Technical Advisory Board.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| (19)   | Beneficial ownership is determined in accordance with the rules of the SEC and derives from either voting or investment power with respect to securities.  For purposes of calculating the percentage beneficially owned, the number of shares of Common Stock deemed outstanding include (i) 135,500,000shares outstanding as of April 29 2011, and (ii) shares issuable by us pursuant to convertible preferred stock, warrants or options held by the respective person or group that may be exercised within 60 days following April 29, 2011 (“Presently Exercisable Shares”), unless otherwise noted in the footnotes to this table. Presently Exercisable Shares are considered to be outstanding and to be beneficially owned by the person or group holding such options for the purpose of computing the percentage ownership of such person or group but are not treated as outstanding for the purpose of computing the percentage ownership of any other person or group. |

| Plan category                                              | Number ofsecuritiesto be issued uponexercise ofoutstandingoptions,warrants and rights |       |   | Weighted-averageexercise price ofoutstandingoptions,warrants and rights |   |   | Number ofsecurities remainingavailable for futureissuanceunder equitycompensationplans (excludingsecuritiesreflected in column(a)) |
|------------------------------------------------------------|---------------------------------------------------------------------------------------|------------|--------|-------------------------------------------------------------------------|--------|--------|------------------------------------------------------------------------------------------------------------------------------------|
|                                                       | (a)                                                                                   |       |   | (b)                                                                     |   |   | (c)                                                                                                                                |
| Equity compensation plans approved by security holders     |                                                                                  | 15,107,562 |   |                                                                    | $      | 1.02   |                                                                                                                               |   |   | 9,320,883 |
| Equity compensation plans not approved by security holders |                                                                                  | -          |   |                                                                    |   | -      |                                                                                                                               |   |   | - |
| Total                                                      |                                                                                  | 15,107,562 |   |                                                                    | $      | 1.02   |                                                                                                                               |   |   | 9,320,883 |

ITEM

----

----

ITEM

| Description        |   |   |   |   | 2009   |   |
|--------------------|--------|--------|--------|--------|--------|--------|
| Audit fees         |   |   |   |   |   | $      | 80,130 |   |
| Audit related fees |   |   |   |   |   |   | -- |   |
| Tax fees           |   |   |   |   |   |   | -- |   |
| All other fees     |   |   |   |   |   |   | -- |   |
| Total              |   |   |   |   |   | $      | 80,130 |   |

| Description        |   | 2010   |    |   | 2009   |   |
|--------------------|--------|--------|---------|--------|--------|--------|
| Audit fees         |   | $      | 583,088 |   |   | $      | 404,915 |   |
| Audit related fees |   |   | --      |   |   |   | 134,947 |   |
| Tax fees           |   |   | 27,325  |   |   |   | 23,785 |   |
| All other fees     |   |   | --      |   |   |   | -- |   |
| Total              |   | $      | 610,413 |   |   | $      | 563,647 |   |

----

PART

ITEM

SIGNATURES

|   | ANTs software inc.    |
|--------|----------------------------|
|   |                       |   |
|   | By     | /s/ Joseph Kozak |
|   |                       | Joseph Kozak, |
|   |                       | Chief Executive Officer and President |

|   | By     | /s/ David A. Buckel          |
|--------|----------------------------|------------------------------|
|   |                       | David A. Buckel,             |
|   |                       | Chief Financial Officer |

|   | DIRECTORS  |
|--------|-----------------|

|   | By     | /s/ Robert H. Kite     |
|--------|----------------------------|--------------------------------------------|
|   |                       | Robert H. Kite, Chairman                   |
|   |                       |                                       |
|   | Date                  | May 2, 2011                                |

|   | By                         | /s/ Joseph Kozak                      |
|--------|------------------------------------------------|-----------------------------------------------------------|
|   |                                           | Joseph Kozak,  Chief Executive Officer and President |
|   |                                           |                                                      |
|   | Date        | May 2, 2011                                               |

|   | By     | /s/ Craig L. Campbell    |
|--------|----------------------------|--------------------------|
|   |                       | Craig Campbell, Director |
|   |                       |                     |
|   | Date                       | May 2, 2011              |

|   | By     | /s/ Robert T. Jett        |
|--------|----------------------------|--------------------------------------------------------------|
|   |                       | Robert Jett, Director                                        |
|   |                       |                                                         |
|   | Date                       | May 2, 2011                                                  |

|   | By     | /s/ Ari Kaplan   |
|--------|----------------------------|----------------------------|
|   |                       | Ari Kaplan, Director       |
|   |                       |                       |
|   | Date                  | May 2, 2011                |

|   | By     | /s/ Francis K. Ruotolo     |
|--------|----------------------------|------------------------------------------------|
|   |                       | Francis K. Ruotolo, Director                   |
|   |                       |                                           |
|   | Date                  | May 2, 2011                                    |

----

Item

| ExhibitNumber | Description                                                                                                                                                                                                                                                                                                                                                                                 |
|---------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|          |                                                                                                                                                                                                                                                                                                                                                                                        |
| 3.1           | Amended and Restated Certificate of Incorporation of the Company. (Incorporated by reference to Exhibit 4.1 to our Registration Statement on Form S-8, filed with the SEC on November 29, 2010.)                                                                                                                                                                                            |
|          |                                                                                                                                                                                                                                                                                                                                                                                        |
| 3.2           | Certificate of Designation of Rights, Preferences, Privileges and Restrictions of Series A Preferred Stock of ANTs software inc. (Incorporated by reference to Exhibit 3(i) to our Current Report on Form 8-K filed with the SEC on September 23, 2009.)                                                                                                                                    |
|          |                                                                                                                                                                                                                                                                                                                                                                                        |
| 3.3           | Amended and Restated Bylaws of the Company. (Incorporated by reference to Exhibit 3.2 to our Annual Report on Form 10-K for the year ended December 31, 2007, filed with the SEC on March 17, 2008.)                                                                                                                                                                                        |
|          |                                                                                                                                                                                                                                                                                                                                                                                        |
| 4.1           | Instrument Defining Rights of Security Holders. (The description of our Common Stock contained in our Form 10S-B filed with the SEC on September 14, 1999 including any amendment or report filed for the purpose of updating such description.)                                                                                                                                            |
|          |                                                                                                                                                                                                                                                                                                                                                                                        |
| 10.1          | Agreement by and between us and BRG Investments, LLC dated December 31, 2010. (Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed with the SEC on January 6, 2011.)                                                                                                                                                                                          |
|          |                                                                                                                                                                                                                                                                                                                                                                                        |
| 10.2          | Warrant to Purchase Shares of our Common Stock issued to BRG Investments, LLC. (Incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K filed with the SEC on January 6, 2011.)                                                                                                                                                                                         |
|          |                                                                                                                                                                                                                                                                                                                                                                                        |
| 10.3          | Form of Indemnification Agreement signed with our officers and directors. (Incorporated by reference to Exhibit 10.5 to our Annual Report on Form 10-KSB for the year ended December 31, 2000, filed with the SEC on March 22, 2001.)                                                                                                                                                       |
|          |                                                                                                                                                                                                                                                                                                                                                                                        |
| 10.4          | Amended and restated employment agreement entered into to be effective as of the 28th day of June, 2010, with Joseph Kozak, Chairman, President and Chief Executive Officer. (Incorporated by reference to Exhibit 10.1 to our Quarterly Report on Form 10-Q for the quarter ended June 30, 2010, filed with the SEC on August 19, 2010.)                                                   |
|          |                                                                                                                                                                                                                                                                                                                                                                                        |
| 10.5          | Employment agreement made and entered into to be effective as of January 18, 2010, with David Buckel, Chief Financial Officer. (Incorporated by reference to Exhibit 10.2 to our Quarterly Report on Form 10-Q for the quarter ended June 30, 2010, filed with the SEC on August 19, 2010.) [Amended and restated employment agreement or separation agreement  to be referenced] |
|          |                                                                                                                                                                                                                                                                                                                                                                                        |
| 10.6          | Employment agreement made and entered into to be effective as of May 14, 2008, with Richard M. Cerwonka, Chief Operating Officer and President, Inventa Technologies Inc. (Incorporated by reference to Exhibit 10.3 to our Quarterly Report on Form 10-Q for the quarter ended June 30, 2010, filed with the SEC on August 19, 2010.)                                                      |
|          |                                                                                                                                                                                                                                                                                                                                                                                        |
| 10.7          | Retirement and Board Service Agreement dated as of June 26, 2007, with Francis K. Ruotolo.  (Incorporated by reference to Exhibit 10.4 to our Quarterly Report on Form 10-Q for the quarter ended June 30, 2007, filed with the SEC on August 9, 2007.)                                                                                                                      |
|          |                                                                                                                                                                                                                                                                                                                                                                                        |
| 10.10         | Exchange Agreement dated February 7, 2011 by and among ANTs software inc., Gemini Master Fund, Ltd., and Manchester Securities Corp. (Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed with the SEC on February 10, 2011.)                                                                                                                                 |
|          |                                                                                                                                                                                                                                                                                                                                                                                        |
| 10.11         | Guaranty dated February 7, 2011 by Inventa Technologies, Inc. (Incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K filed with the SEC on February 10, 2011.)                                                                                                                                                                                                        |
|          |                                                                                                                                                                                                                                                                                                                                                                                        |
| 10.12         | Convertible Note due January 31, 2013 in initial principal face amount of $1.2 million, made by us in favor of Gemini Master Fund, Ltd. (Incorporated by reference to Exhibit 10.3 to our Current Report on Form 8-K filed with the SEC on February 10, 2011.)                                                                                                                              |
|          |                                                                                                                                                                                                                                                                                                                                                                                        |
| 10.13         | Convertible Note due January 31, 2013 in initial principal face amount of $1.2 million, made by us in favor of Manchester Securities Corp. (Incorporated by reference to Exhibit 10.4 to our Current Report on Form 8-K filed with the SEC on February 10, 2011.)                                                                                                                           |

----

| 10.14  | Warrant to purchase 3,333,333 shares our Common Stock dated February 7, 2011, issued to Gemini Master Fund, Ltd. (Incorporated by reference to Exhibit 10.5 to our Current Report on Form 8-K filed with the SEC on February 10, 2011.)                                                  |
|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                     |
| 10.15  | Note Purchase Agreement dated March 3, 2011 by and among ANTs software inc., the Purchasers listed therein, and Wells Fargo Bank, National Association. (Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed with the SEC on March 4, 2011.)               |
|   |                                                                                                                                                                                                                                                                                     |
| 10.16  | Senior secured promissory note in favor of JGB Capital LP in initial principal face amount of $1,050,000. (Incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K filed with the SEC on March 4, 2011.)                                                             |
|   |                                                                                                                                                                                                                                                                                     |
| 10.17  | Senior secured promissory note in favor of JGB Capital Offshore Ltd. in initial principal face amount of $1,050,000. (Incorporated by reference to Exhibit 10.3 to our Current Report on Form 8-K filed with the SEC on March 4, 2011.)                                                  |
|   |                                                                                                                                                                                                                                                                                     |
| 10.18  | Senior secured promissory note in favor of SAMC LLC in initial principal face amount of $2,100,000. (Incorporated by reference to Exhibit 10.4 to our Current Report on Form 8-K filed with the SEC on March 4, 2011.)                                                                   |
|   |                                                                                                                                                                                                                                                                                     |
| 10.19  | Senior secured promissory note in favor of Manchester Securities Corp. in initial principal face amount of $4,200,000. (Incorporated by reference to Exhibit 10.5 to our Current Report on Form 8-K filed with the SEC on March 4, 2011.)                                                |
|   |                                                                                                                                                                                                                                                                                     |
| 10.20  | Warrant Purchase Agreement dated March 3, 2011 by and among ANTs software inc., and the Purchasers listed on Exhibit A thereto. (Incorporated by reference to Exhibit 10.6 to our Current Report on Form 8-K filed with the SEC on March 4, 2011.)                                       |
|   |                                                                                                                                                                                                                                                                                     |
| 10.21  | Series B Warrant issued to JGB Capital LP exercisable for 3,559,322 shares of registrant Common Stock. (Incorporated by reference to Exhibit 10.7 to our Current Report on Form 8-K filed with the SEC on March 4, 2011.)                                                                |
|   |                                                                                                                                                                                                                                                                                     |
| 10.22  | Series B Warrant issued to JGB Capital Offshore LP exercisable for 3,559,322 shares of registrant Common Stock. (Incorporated by reference to Exhibit 10.8 to our Current Report on Form 8-K filed with the SEC on March 4, 2011.)                                                       |
|   |                                                                                                                                                                                                                                                                                     |
| 10.23  | Series B Warrant issued to SAM LLC exercisable for 7,115,645 shares of registrant Common Stock. (Incorporated by reference to Exhibit 10.9 to our Current Report on Form 8-K filed with the SEC on March 4, 2011.)                                                                       |
|   |                                                                                                                                                                                                                                                                                     |
| 10.24  | Series B Warrant issued to Manchester Securities Corp. exercisable for 14,237,289 shares of registrant Common Stock. (Incorporated by reference to Exhibit 10.10 to our Current Report on Form 8-K filed with the SEC on March 4, 2011.)                                                 |
|   |                                                                                                                                                                                                                                                                                     |
| 10.25  | Registration Rights Agreement dated March 3, 2011 by and among ANTs software inc., JGB Management, Inc. and Manchester Securities Corp. (Incorporated by reference to Exhibit 10.11 to our Current Report on Form 8-K filed with the SEC on March 4, 2011.)                              |
|   |                                                                                                                                                                                                                                                                                     |
| 10.26  | Security Agreement dated March 3, 2011 by and among ANTs software inc., Wells Fargo Bank, National Association, JGB Management, Inc. and Manchester Securities Corp. (Incorporated by reference to Exhibit 10.12 to our Current Report on Form 8-K filed with the SEC on March 4, 2011.) |
|   |                                                                                                                                                                                                                                                                                     |
| 10.27  | Escrow Agreement dated March 3, 2011 by and among ANTs software inc., Wells Fargo Bank, National Association, and JGB Management, Inc. (Incorporated by reference to Exhibit 10.13 to our Current Report on Form 8-K filed with the SEC on March 4, 2011.)                               |
|   |                                                                                                                                                                                                                                                                                     |
| 10.28  | Escrow Agreement dated March 3, 2011 by and among ANTs software inc., Wells Fargo Bank, National Association, and Manchester Securities Corp. (Incorporated by reference to Exhibit 10.14 to our Current Report on Form 8-K filed with the SEC on March 4, 2011.)                        |
|   |                                                                                                                                                                                                                                                                                     |
| 10.29  | Guaranty dated March 3, 2011 granted by Inventa Technologies, Inc. (Incorporated by reference to Exhibit 10.15 to our Current Report on Form 8-K filed with the SEC on March 4, 2011.)                                                                                              |
|   |                                                                                                                                                                                                                                                                                     |
| 13.1   | Annual Report on Form 10-K for the year ended December 31, 2010 filed with the SEC on March 31, 2011.                                                                                                                                                                                    |
|   |                                                                                                                                                                                                                                                                                     |
| 14.1   | Code of Ethics (Incorporated by reference to Exhibit 14 to our Annual Report on Form 10-KSB for the year ended December 31, 2003, filed with the SEC on March 30, 2004.)                                                                                                                 |

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| 31.1   | Certification of the Chief Executive Officer required by Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
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| 31.2   | Certification of the Chief Financial Officer required by Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
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| 32.1   | Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002                                             |
|   |                                                                                                                                                                                             |
| 32.2   | Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002                                             |