Dividends will accrue on the Series B Preferred Stock daily at a rate of 8.5% per year, subject to adjustments in the event of a stock dividend, split, combination or other similar recapitalization with respect to the Series B Preferred Stock. If declared by the Company and authorized by the board of directors, accruing dividends on the Series B Preferred Stock are payable on September 30, 2010 and on September 30th of each year thereafter. The Series B Preferred Stock is not convertible into shares of the Company's common stock. Upon dissolution of the Company, the holders of the Series B Preferred Stock are entitled to receive the issue price of $1,000 per share plus an amount equal to accrued and unpaid dividends, whether or not declared, before any payment may be made to the holders of common stock or any other class or series of capital stock ranking on liquidation junior to the Series B Preferred Stock. The Series B Preferred Stock ranks on parity with the Company's Series A Preferred Stock with respect to dividends and payments upon a dissolution of the Company. The Company's charter does not require the Company to obtain the consent of the holders of the Series B Preferred Stock for any corporate action, and the holders of the Series B Preferred Stock do not have any voting rights or powers except with respect to (1) the creation of any class of capital stock senior to the Series B Preferred Stock, (2) an increase in the number of authorized Series B Preferred Stock and (3) any amendment of the rights, preferences or privileges relating to the Series B Preferred Stock.

The shares of Series B Preferred Stock were sold to Wells REF without registration under the Securities Act of 1933, as amended (the "Securities Act"), in reliance on the exemption from such registration requirements provided by Section 4(2) of the Securities Act for transactions not involving any public offering. The shares of Series B Preferred Stock were sold without general advertising or solicitation, and Wells REF acknowledged that it was purchasing "restricted securities" which had not been registered under the Securities Act and which were subject to certain restrictions on resale. In accordance with the Company's charter, the shares of Series B Preferred Stock were issued in uncertificated form. If at any time the Company shall issue certificates representing the shares of Series B Preferred Stock, the Company will place on such certificates for the Series B Preferred Stock, or any substitutions for the Series B Preferred Stock, a legend stating that such shares have not been registered and cannot be resold without registration under the Securities Act or the availability of an exemption from the registration requirements thereof.