Article VI of the Registrant’s Fifth Amended and Restated Certificate of Incorporation further provides that the indemnification provided therein is not exclusive, and provides that in the event that the Delaware General Corporation Law is amended to expand the indemnification permitted to directors the Registrant must indemnify those persons to the fullest extent permitted by such law as so amended. Article VI of the Registrant’s Fifth Amended and Restated Certificate of Incorporation also permits the indemnification by the Registrant or persons other than directors to the fullest extend permitted by the Delaware Corporation Law.

The Registrant has obtained directors and officers liability insurance for the benefit of its directors and certain of its officers.

Section 102(b)(7) of the Delaware General Corporation Law permits a corporation to provide in its certificate of incorporation that a director of the corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) for unlawful payments of dividends or unlawful stock repurchases, redemptions or other distributions, or (iv) for any transaction from which the director derived an improper personal benefit. The Registrant’s Fifth Amended and Restated Certificate of Incorporation provides for such limitation of liability.

The Registrant has issued and/or sold the following securities in the past three years:

Common Stock.     In October 2004, the Registrant (i) issued 100,000 shares of restricted common stock to Jeffrey R. Johnson, its Chief Executive Officer and President, as compensation and (ii) sold 20,000 shares of common stock at a price of $5.52 per share to Mr. Johnson.

In April 2005, the Registrant issued Paul D. Colasono, its Chief Financial Officer, 17,000 shares of restricted common stock as compensation.

In April 2005, the Registrant issued 7,000 shares of restricted stock as compensation to each of Craig Galea, Managing Director of Tribeca Lending Corporation, a wholly-owned subsidiary of the Registrant, and Paride “Alex” de Calice, Managing Director of Sales and Marketing Acquisition of the Registrant.

Warrants.     In June 2004, the Registrant issued warrants to purchase 10,000 shares of its common stock at an exercise price equal to $5.00 per share, the fair market value per share of common stock on the date of grant, to a consultant in consideration for services rendered.

Stock Options.     The Registrant has granted stock options to employees under its incentive stock option plan as follows:

In 2002, the Registrant granted options to purchase an aggregate of 396,000 shares of its common stock at a weighted average exercise price of $0.75 per share.

In 2003, the Registrant granted options to purchase an aggregate of 39,000 shares of its common stock at a weighted average exercise price of $2.25 per share.

In 2004, the Registrant granted options to purchase an aggregate of 41,500 shares of its common stock at a weighted average exercise price of $0.75 per share.

The above securities were offered and sold by the Registrant in reliance upon the exemption from the registration provisions of the Securities Act of 1933, as amended, or the “Act”, pursuant to Section 4(2) of the Act. No underwriters were involved in connection with any of the sales or issuances of securities referred to in this Item 15.