We are offering directly to an institutional investor for total gross proceeds of $2,000,000 435 shares of Series G Preferred Stock and up to 241,667 shares of common stock issuable upon conversion of 435 shares of Series G Preferred Stock and up to 3,000,000 shares of common stock that may be issued as a conversion premium, or may be issued, at our sole and absolute discretion, in payment of dividends on such shares of Series G Preferred Stock.