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The rights, privileges and preferences may include voting, dividend, conversion, redemption, participation and liquidation rights. As of December 31, 2000, 3,000 shares of Series A Convertible Preferred Stock were outstanding; as of December 31, 1999 and 1998, no Preferred Stock was issued or outstanding. On October 27, 2000, the Company entered into a Securities Purchase Agreement with several quot;accredited investorsquot; (quot;Holdersquot;) whereby the Holders purchased 3,000 shares of the Company's newly-issued Series A Convertible Preferred Stock resulting in gross proceeds of 3,000,000 to the Company. In addition, the Buyers received warrants to purchase up to 600,000 shares of common stock at an exercise price of approximately 0. 96 per share.

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