<table>
            <tbody><tr style="FONT-SIZE: 1px">
                <td valign="top" width="5%">
                    <p>&nbsp;</p>
                </td>

                <td valign="top" width="5%">
                    <p>&nbsp;</p>
                </td>

                <td valign="top" width="90%">
                    <p align="justify">&nbsp;</p>
                </td>
            </tr>

            <tr>
                <td valign="top">
                    <p>&nbsp;</p>
                </td>

                <td valign="top">
                    <p><font size="2">(c)</font></p>
                </td>

                <td valign="top">
                    <p align="justify"><font size="2"><u>Goodwill</u> </font></p>
                </td>
            </tr>

            <tr>
                <td valign="top">
                    <p>&nbsp;</p>
                </td>

                <td valign="top">
                    <p>&nbsp;</p>
                </td>

                <td valign="top">
                    <p align="justify">&nbsp;</p>
                </td>
            </tr>

            <tr>
                <td valign="top">
                    <p>&nbsp;</p>
                </td>

                <td valign="top">
                    <p>&nbsp;</p>
                </td>

                <td valign="top">
                    <p align="justify"><font size="2">Goodwill, aggregating $10,052,232, at December 31, 2009 and March 31, 2009, consists of the cost in excess of the fair value of the acquired net assets of the Company’s subsidiaries. Goodwill is subject to annual impairment tests which require the comparison of the fair value and carrying value of reporting units. The Company assesses the potential impairment of goodwill annually, as of March 31, and on an interim basis whenever events
                    or changes in circumstances indicate that the carrying value may not be recoverable. Upon completion of such review, if impairment is found to have occurred, a corresponding charge will be recorded. The Company has determined that it has one reporting unit, and utilized the closing NASDAQ Capital Market price as of March 31, 2009 as a basis to measure the fair value of goodwill. Although, the market price of our of our Common Stock decreased significantly as of December 31,
                    2009 as compared with March 31, 2009; management believes that such current stock price and the related market cap are not, necessarily, indicative of an event that would require an interim impairment test; that it is not possible at this time to determine if any such future impairment would result from this decline, or if it does, whether such charge would be material. We can not be certain that a future downturn in our business, change in market conditions or longer-term
                    decline in the market price of our stock will not result in an impairment charge in future.</font></p>
                </td>
            </tr>

            <tr>
                <td valign="top">
                    <p>&nbsp;</p>
                </td>

                <td valign="top">
                    <p>&nbsp;</p>
                </td>

                <td valign="top">
                    <p align="justify">&nbsp;</p>
                </td>
            </tr>

            <tr>
                <td valign="top">
                    <p>&nbsp;</p>
                </td>

                <td valign="top">
                    <p><font size="2">(d)</font></p>
                </td>

                <td valign="top">
                    <p align="justify"><font size="2"><u>Financial Instruments</u> </font></p>
                </td>
            </tr>

            <tr>
                <td valign="top">
                    <p>&nbsp;</p>
                </td>

                <td valign="top">
                    <p>&nbsp;</p>
                </td>

                <td valign="top">
                    <p align="justify">&nbsp;</p>
                </td>
            </tr>

            <tr>
                <td valign="top">
                    <p>&nbsp;</p>
                </td>

                <td valign="top">
                    <p>&nbsp;</p>
                </td>

                <td valign="top">
                    <p align="justify"><font size="2">The Company’s financial instruments consist of cash and cash equivalents, accounts receivables, accounts payable and accrued liabilities, derivative financial instruments, and the Company’s Senior Secured Notes (“Senior Notes”) and Series D Convertible Participating Stock (“Series D Preferred Stock”) issued December 15, 2009. The fair value of cash and cash equivalents, accounts receivables, and accounts
                    payable and accrued liabilities generally approximates their respective carrying values due to their current nature. Derivative liabilities as discussed below, are required to be carried at fair value. The following table reflects the comparison of the carrying value and the fair value of the Company’s Senior Notes and Series D Preferred Stock as of December 31, 2009:</font></p>
                </td>
            </tr>
        </tbody></table>
<table>
<tbody><tr>
<td>
<p> </p>
</td>
<td>
<p> </p>
</td>
<td>
<p> </p>
</td>
</tr>
<tr>
<td>
<p> </p>
</td>
<td>
<p><font>(c)</font></p>
</td>
<td>
<p><font><u>Goodwill</u> </font></p>
</td>
</tr>
<tr>
<td>
<p> </p>
</td>
<td>
<p> </p>
</td>
<td>
<p> </p>
</td>
</tr>
<tr>
<td>
<p> </p>
</td>
<td>
<p> </p>
</td>
<td>
<p><font>Goodwill, aggregating $10,052,232, at December 31, 2009 and March 31, 2009, consists of the cost in excess of the fair value of the acquired net assets of the Company’s subsidiaries. Goodwill is subject to annual impairment tests which require the comparison of the fair value and carrying value of reporting units. The Company assesses the potential impairment of goodwill annually, as of March 31, and on an interim basis whenever events
                    or changes in circumstances indicate that the carrying value may not be recoverable. Upon completion of such review, if impairment is found to have occurred, a corresponding charge will be recorded. The Company has determined that it has one reporting unit, and utilized the closing NASDAQ Capital Market price as of March 31, 2009 as a basis to measure the fair value of goodwill. Although, the market price of our of our Common Stock decreased significantly as of December 31,
                    2009 as compared with March 31, 2009; management believes that such current stock price and the related market cap are not, necessarily, indicative of an event that would require an interim impairment test; that it is not possible at this time to determine if any such future impairment would result from this decline, or if it does, whether such charge would be material. We can not be certain that a future downturn in our business, change in market conditions or longer-term
                    decline in the market price of our stock will not result in an impairment charge in future.</font></p>
</td>
</tr>
<tr>
<td>
<p> </p>
</td>
<td>
<p> </p>
</td>
<td>
<p> </p>
</td>
</tr>
<tr>
<td>
<p> </p>
</td>
<td>
<p><font>(d)</font></p>
</td>
<td>
<p><font><u>Financial Instruments</u> </font></p>
</td>
</tr>
<tr>
<td>
<p> </p>
</td>
<td>
<p> </p>
</td>
<td>
<p> </p>
</td>
</tr>
<tr>
<td>
<p> </p>
</td>
<td>
<p> </p>
</td>
<td>
<p><font>The Company’s financial instruments consist of cash and cash equivalents, accounts receivables, accounts payable and accrued liabilities, derivative financial instruments, and the Company’s Senior Secured Notes (“Senior Notes”) and Series D Convertible Participating Stock (“Series D Preferred Stock”) issued December 15, 2009. The fair value of cash and cash equivalents, accounts receivables, and accounts
                    payable and accrued liabilities generally approximates their respective carrying values due to their current nature. Derivative liabilities as discussed below, are required to be carried at fair value. The following table reflects the comparison of the carrying value and the fair value of the Company’s Senior Notes and Series D Preferred Stock as of December 31, 2009:</font></p>
</td>
</tr>
</tbody></table>