exv10w29








Exhibit 10.29





CONSOLIDATED EBITDA




     Earnings before interest, taxes, depreciation and amortization, non-cash stock compensation
and payments, non-cash charges that do not result in future cash obligations, any extraordinary or
non recurring gains (losses) and any non-cash transactions (Consolidated EBITDA) is not intended to
present a measure of performance in accordance with accounting principles generally accepted in the
United States (GAAP). Nor should Consolidated EBITDA be considered as an alternative to statements
of cash flows as a measure of liquidity. Consolidated EBITDA is included herein as means to measure
operating performance that financial analysts, lenders, investors and other interested parties find
to be a useful tool for analyzing companies.



     The definition of Consolidated EBITDA is defined in the senior secured convertible notes as a
measurement for meeting the notes covenant requirements. Consolidated Net Debt is defined as the
sum of (a) aggregate stated balance sheet amount of all Indebtedness of the Company plus or minus
(b) any adjustment required to include the Amended Notes at their face amount rather than fair
value that is used for GAAP presentation, minus (c) the aggregate stated balance sheet amount of
unrestricted cash and cash equivalents of the Company in accordance with GAAP. For the nine months
ended June 30, 2008, the quotient of Consolidated Net Debt divided by Consolidated EBITDA for the
nine month period, multiplied by the quotient of twelve divided by nine was required to be not less
than 4.5 in order for the Company to be compliant with covenant requirements of the notes. The
Company was in compliance with the required covenant at June 30, 2008.



     The following table reconciles our consolidated net earnings per GAAP to Consolidated EBITDA:



	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Six Months	 	 	Three Months	 	 	Nine Months	 
	 	 	Ended	 	 	Ended	 	 	Ended	 
	 	 	June 30,	 	 	December 31,	 	 	June 30,	 
	 	 	2008	 	 	2007	 	 	2008	 
	 

	Consolidated Net Loss
	 	$	(2,389	)	 	$	(1,552	)	 	$	(3,941	)
	Any extraordinary or non recurring gains or losses
	 	 	 	 	 	 	 	 	 	 	 	 
	Loss from disposed operations, net of tax
	 	 	 	 	 	 	1,300	 	 	 	1,300	 
	(Gain) Loss on sale of subsidiaries
	 	 	(113	)	 	 	500	 	 	 	387	 
	Non-cash charges that do not result in future cash obligations
	 	 	 	 	 	 	 	 	 	 	 	 
	Loss (Gain) from fair value of notes and warrants
	 	 	527	 	 	 	(23	)	 	 	504	 
	(Gain) Loss from Sale of Fixed Assets
	 	 	212	 	 	 	3	 	 	 	215	 
	Non-cash expenses associated with stock compensation expense
	 	 	304	 	 	 	194	 	 	 	498	 
	 
	 	 	 	 	 	 	 	 	 
	Adjusted Net Loss before
	 	$	(1,459	)	 	$	422	 	 	$	(1,037	)
	Interest Income
	 	 	(426	)	 	 	(336	)	 	 	(762	)
	Interest Expense
	 	 	4,245	 	 	 	1,642	 	 	 	5,887	 
	Income tax expense
	 	 	323	 	 	 	21	 	 	 	344	 
	Depreciation Expense
	 	 	2,952	 	 	 	1,425	 	 	 	4,377	 
	Amortization Expense
	 	 	557	 	 	 	279	 	 	 	836	 
	Any non-cash transactions
	 	 	 	 	 	 	 	 	 	 	—	 
	Foreign currency losses
	 	 	197	 	 	 	148	 	 	 	345	 
	Adjustments related to Inventory
	 	 	207	 	 	 	246	 	 	 	453	 
	Bad Debt Expense
	 	 	153	 	 	 	42	 	 	 	195	 
	Hedge or non-hedge derivative adjustments
	 	 	 	 	 	 	—	 	 	 	—	 
	 
	 	 	 	 	 	 	 	 	 
	Consolidated EBITDA
	 	$	6,749	 	 	$	3,889	 	 	$	10,638	 
	 
	 	 	 	 	 	 	 	 	 
	Other Financial Disclosure Required based on terms of notes:
	 	 	 	 	 	 	 	 	 	 	 	 
	Consolidated Net Interest Expense
	 	$	3,819	 	 	$	1,306	 	 	$	5,125	 
	 
	 	 	 	 	 	 	 	 	 
	Consolidated Net Debt (Total Debt less Cash and Cash Equivalents) at June 30, 2008
	 	$	38,862	 	 	$	19,516	 	 	$	38,862	 
	 
	 	 	 	 	 	 	 	 	 
	Quotient of Consolidated Net Debt divided by one and one third of Consolidated EBITDA
	 	 	 	 	 	 	 	 	 	 	2.74	 
	 
	 	 	 	 	 	 	 	 	 
	Covenant Requirement — not more than
	 	 	 	 	 	 	 	 	 	 	4.50	 
	Covenant Status
	 	 	 	 	 	 	 	 	 	PASSED	 
	 
	 	 	 	 	 	 	 	 	 	 







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