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. For the three months ended
    September 30, 2007, the Consolidated EBITDA was required to
    be no less than a negative $3,500 in order for the Company to be
    compliant with covenant requirements of the notes. The Company
    was in compliance with the required covenant at
    September 30, 2007.



 



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



 


	 	 	 	 	 
	
 
	
 
	
    Three Months

    
	
 

	
 
	
 
	
    Ended

    
	
 

	
 
	
 
	
    September 31,

    
	
 

	
 
	
 
	
    2007
	
 

	 

	

    Consolidated Net Income


	
 
	
    $
	
    22,283
	
 

	

    Any extraordinary or non recurring gains or losses


	
 
	
 
	
 
	
 

	

    Gain from disposed operations, net of tax


	
 
	
 
	
    (29,774
	
    )

	

    Non recurring (income) loss from the discontinued operations


	
 
	
 
	
    (220
	
    )

	

    Write-down of Goodwill


	
 
	
 
	
    1,395
	
 

	

    Non-cash charges that do not result in future cash obligations


	
 
	
 
	
 
	
 

	

    Gain from fair value of notes and warrants


	
 
	
 
	
    (1,080
	
    )

	

    Gain on Sale of Fixed Assets


	
 
	
 
	
    (6
	
    )

	

    Non-cash expenses associated with stock compensation expense


	
 
	
 
	
    225
	
 

	

    Tax refunds, use of net operating losses to offset taxes or
    other net tax benefits


	
 
	
 
	
    (10
	
    )

	

    Other non-cash charges that do not result in future cash
    obligations


	
 
	
 
	
    —
	
 

	
 
	
 
	
 
	
 
	
 

	

    Adjusted Net Loss before


	
 
	
    $
	
    (7,187
	
    )

	

    Interest Income


	
 
	
 
	
    (112
	
    )

	

    Interest Expense


	
 
	
 
	
    1,778
	
 

	

    Income tax expense


	
 
	
 
	
    333
	
 

	

    Depreciation Expense


	
 
	
 
	
    1,549
	
 

	

    Amortization Expense


	
 
	
 
	
    303
	
 

	

    Any non-cash transcations


	
 
	
 
	
 
	
 

	

    Foreign currency losses


	
 
	
 
	
    81
	
 

	

    Adjustments related to Inventory


	
 
	
 
	
    225
	
 

	

    Bad Debt Expense


	
 
	
 
	
    165
	
 

	

    Hedge or non-hedge derivative adjustments


	
 
	
 
	
    —
	
 

	
 
	
 
	
 
	
 
	
 

	

    Consolidated EBITDA


	
 
	
    $
	
    (2,865
	
    )

	
 
	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 
	
 

	

    Other Financial Disclosure Required based on terms of
    notes:


	
 
	
 
	
 
	
 

	

    Consolidated Net Interest


	
 
	
    $
	
    1,666
	
 

	
 
	
 
	
 
	
 
	
 

	

    Consolidated Net Debt (Total Debt less Cash and Cash
    Equivalents) at September 30, 2007


	
 
	
    $
	
    11,876