EXHIBIT 4.47

                                                                   July 22, 2003

Mr. K. Tucker Andersen
c/o Cumberland Associates LLC
1114 Avenue of the Americas
New York, NY 10036
       and
61 Above All Road
Warren, CT. 06754

Dear Tucker:

      We hereby seek your approval for the extension until September 20, 2003 of
the maturity date of $2,085,000 in debt, plus additional accrued interest until
maturity. This extension will enable us to satisfy these loans in a manner that
meets both our needs and yours.

      As you know, our cash resources are currently inadequate to allow us to
pay the loans at maturity in cash. Further, though we have the right to pay
these loans and certain other similar debt obligations in Common Stock at
maturity, at the $.30 closing price of our shares on May 30, 2003 this would
have required issuance of 15,857,000 shares, a number which exceeds the
12,633,370 shares now outstanding and also exceeds the number of shares
available for issuance, prior to the recent approval of the amendment to our
Certificate of Incorporation.

      Additionally, at the Annual Meeting of Stockholders a proposal to create a
new class of "blank check" Preferred Stock was also approved. The existence of a
blank check Preferred Stock would also allow us to offer payment of the loan
through issuance of a security which would have rights more beneficial to you
and superior to the Common Stock, which we would otherwise be forced to use. For
example, the Preferred Stock could have significant liquidation preferences over
the Common Stock, could pay a cumulative dividend and could be convertible at
the option of the holder. Thus our debt holders would be given, for the first
time, the opportunity to have liquidity on their investment. To protect our debt
holders against the extraordinary dilution which would occur through issuance of
the tremendous number of shares of Common Stock now required to satisfy the
debt, there could also be limitations on the magnitude of sales of the Common
Stock issued in conversion at any time, depending on market conditions. Of
course, these are just illustrations. Whether you will prefer to receive
Preferred Stock instead of Common Stock and the terms of the Preferred Stock
have not yet been agreed upon. For that reason, some time is necessary to allow
these discussions to occur.

      Accordingly, to allow time for the orderly payment of the loan, to allow
the negotiation of a better means of payment than the issuance of Common Stock
and to avoid the adverse consequences of a default, we would appreciate your
agreeing to the extension by executing and returning the attached copy of this
letter by fax and by mail no later than the close of business on July 28, 2003.


<PAGE>

      If you support the extension to allow us the time to negotiate a better
means of satisfying the loan, please execute and return this letter to the
undersigned by fax (at c/o Morse, Zelnick, Rose & Lander, LLP, 405 Park Avenue,
New York, NY 10022, (212) 838-9190) and mail not later than the close of
business on July 28, 2003.

                                           Very truly yours,


                                           Leonard Osser
                                           Chairman & Chief Executive Officer

Accepted and approved this
31st day of July 2003


--------------------------
K. Tucker Andersen