By virtue of having entered into a Voting Agreement (as defined in Item 3 below), CPS Fund II-A may be deemed to be a member of a “Group” with the other parties to the Voting Agreement and to share beneficial ownership of the Securities of the Company beneficially owned by them as described in Item 3 be low and incorporated by reference herein. In reliance on Rule 13d-1(k)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), all information relating to the other parties to the Voting Agreement included in this Schedule 13D, is based solely on the information set forth in, and attached as exhibits and schedules to, the Voting Agreement, the Purchase Agreement (as defined in Item 3 below), the Repricing Agreement (as defined in Item 3 below) and the Preliminary Proxy Statemen t filed by the Company with the Securities and Exchange Commission on February 11, 2003. None of CPS II, CPS Fund II-A, CPS Fund II-B and Messrs. Hughes, Johnston and Warnock knows or has reason to know of any information relating to the (i) legal organization or citizenship, as applicable, (ii) ownership, (iii) principal business address, (iv) principal business purpose, (v) legal proceedings, and (vi) ownership of Securities of the Company, of the parties to the Voting Agreement or any other agreement, ex cept for the information included in response to Item 3 of this Schedule 13D.

     (b)     The address of the principal business office of the Reporting Persons is One South Street, Suite 2150, Baltimore, Maryland 21202.

     (c)     The principal businesses of CPS Fund II-A and CPS Fund II-B are to invest in businesses located primarily in the United States. The principal business of CPS II is to act a s general partner of each of CPS Fund II-A and CPS Fund II-B. The principal business of each of the Managing Members is to act as officers, directors, members, managing members, general partners or limited partners, as applicable, of corporations, partnerships or limited liability companies, as the case may be, some of which may be deemed to be affiliates of, or may provide management services to, CPS II, CPS Fund II-A and CPS Fund II-B. Messrs. Hughes, Johnston and Warnock are parties to written employment agreements with Camden Partners Holdings, LLC, a Delaware limited liability company (“Camden Holdings”), which provides management services to CPS II and affiliates of CPS II, CPS Fund II-A and CPS Fund II-B and is an investment adviser registered under the Investment Advisor Act of 1940, as amended. The principal business office of Camden Holdings is One South Street, Suite 2150, Baltimore, Maryland 21202.

     (d)-(e) During the five years prior to the date hereof, n one of the Reporting Persons have been convicted of a criminal proceeding or have been a party to civil proceedings ending in judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

     As reported by the Company in its Form 8-K filed on February 12, 2003, CPS Fund II-A and CPS Fund II-B entered into a Purchase Agreement dated February 10, 2003 (the “Purchase Agreement”), with the Company and the other parties thereto , pursuant to which (i) the Company agrees to issue and sell to the persons identified as purchasers in the Purchase Agreement, and such purchasers agree to purchase, for purchase consideration equivalent to $0.79 per share, an aggregate of 18,992,391 shares of Common Stock, and Warrants to purchase up to 4,273272 shares of Common Stock at an exercise price of $1.07 per share, for an aggregate purchase price of approximately $15,004,000, in a private placement, and (ii) the Company agrees to cancel certain Warrants currently exercisable for an aggregate of 4,016,024 shares of Common Stock of the Company at an exercise price of $6.97 per share, previously issued pursuant to the 2001 Purchase Agreement, and to reissue Warrants exercisable for a like number of shares of Common Stock at an exercise price of $1.12 per share, in accordance with the Warrant Repricing Agreement dated as of February 10, 2003 (the “Repricing Agreement”) (collectively, the transactions pursuant to the Purchase Agreement and th e Repricing Agreement are hereafter referred to as the “Financing”). Consummation of the Financing is subject to, among other conditions, the approval of the shareholders of the Company. A copy of the Purchase Agreement is filed as Exhibit 2 to this Schedule 13D by incorporation by reference to Exhibit 10.1 of the Form 8-K of the Company filed with the Securities and Exchange Commission on February 12, 2003. A copy of the Repricing Agreement is filed as Exhibit 4 to this Schedule 13D by incorporat ion by reference to Exhibit 10.1 of the Form 8-K of the Company filed with the Securities and Exchange Commission on February 12, 2003.

     Pursuant to the Purchase Agreement, (i) CPS Fund II-A agrees to purchase 1,194,936 shares of Common Stock and a Warrant exercisable for up to 268,860 shares of Common Stock for a purchase price of $943,999.44, and (ii) CPS Fund II-B agrees to purchase 70,886 shares of Common Stock and a Warrant exercisable for up to 15,949 shares of Common S tock for a purchase price of $55,999.94. In addition, pursuant to the Repricing Agreement, the current Warrants held by each of CPS Fund II-A and CPS Fund II-B currently exercisable for 368,160 and 21,840 shares of Common Stock, respectively, at an exercise price of $6.97 per share, will be cancelled and will be replaced by Warrants exercisable for a like number of shares of Common Stock at an exercise price of $1.12 per share. The source of funds to acquire the shares of Common Stock and Warrants pursuant to the Purchase Agreement will be the working capital of each of CPS Fund II-A and CPS Fund II-B. No part of the purchase price to be paid by CPS Fund II-A and CPS Fund II-B will be represented by funds or other consideration borrowed or otherwise obtained for the purpose of acquiring, holding, trading or voting Securities of the Company.

     In connection with the Purchase Agreement, CPS Fund II-A entered into a Voting Agreement (the “Voting Agreement”), whereby, each of the parties thereto agree to vote the shares of Common Stock and Preferred Stock (on a Common Stock equivalent basis) specified next to such party's name on Exhibit A to the Voting Agreement in favor of the Financing. The Voting Agreement will terminate on the earlier of (i) the closing of the transactions pursuant to the Purchase Agreement, (ii) termination of the Purchase Agreement pursuant to the terms thereof, (iii) the written agreement of all parties to the Voting Agreement, or (iv) April 30, 2003 .. CPS Fund II-B is not a party to the Voting Agreement. A copy of the Voting Agreement is filed as Exhibit 3 to this Schedule 13D.

     As a party to the Voting Agreement, CPS Fund II-A agrees to vote the 141,600 shares of Preferred Stock (566,400 shares of Common Stock on a fully converted basis) of the Company held by it in favor of the Financing. By virtue of having entered into the Voting Agreement, CPS Fund II-A may be deemed to be a member o a “Group” with the oth er parties to the Voting Agreement and may be deemed to share beneficial ownership of the Securities owned by such other parties to the Voting Agreement. Each party to the Voting Agreement agrees to vote the shares of Common Stock and the shares of Preferred Stock (on a Common Stock equivalent basis) specified next to its name in the Table below in favor of the Financing:

     In reliance on Rule 13d-1(k)(2) of the Exchange Act, all information relating to the parties to the Voti ng Agreement included in this Schedule 13D, is based solely on the information set forth in, and attached as exhibits or schedules to, the Voting Agreement, the Purchase Agreement, the Repricing Agreement and the Preliminary Proxy Statement of the Company filed with the Securities and Exchange Commission on February 1, 2003. None of CPS II, CPS Fund II-A, CPS Fund II-B and Messrs. Hughes, Johnston and Warnock know or have reason to know of any information relating to additional Securities (including Warrant s) of the Company held by each party to the Voting Agreement or any other agreement, except as set forth in response to Item 3 above.

     Depending on market conditions, their continuing evaluation of the business and prospects of the Company and other factors, CPS II, as the sole general partner of each of CPS Fund II-A and CPS Fund II-B, and the Managing Members, may determine to dispose of or acquire additional Securities of the Company. Except as set forth in this Schedule 13D, none of the Reporting Pe rsons has any present plans, which relate to or would result in:

     (a)     The acquisition by any person of additional securities of the issuer, or the disposition of securities of the Company;

     (b)     An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Company or any of its subsidiaries;

     (c)     A sale or transfer of a material amount of assets of the Company or any of its subsidiaries;

     (d)     Any change in the present board of directors or management of the Company, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board;

     (e)     Any material change in the present capitalization or dividend policy of the Comp any;

     (f)     Any other material change in the issuer's business or corporate structure including but not limited to, if the Company is a registered closed-end investment company, any plans or proposals to make any changes in its investment policy for which a vote is required by section 13 of the Investment Company Act of 1940;

     (g)     Changes in the Company's charter, bylaws or instruments cor responding thereto or other actions which may impede the acquisition of control of the Company by any person;

     (h)     Causing a class of securities of the Company to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;

     (i)     A class of equity securities of the Company bec oming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or

     By virtue of CPS II being the sole general partner of each of CPS Fund II-A and CPS Fund II-B and Messrs. Hughes, Warnock and Johnston being the Managing Members of CPS II, CPS II and each Managing Member may be deemed to beneficially own the Preferred Shares and Warrants directly beneficially owned by each of CPS Fund II-A and CPS Fund II-B, to the extent of their respective pecuniary interest therein.

     As a party to the Voting Agreement, CPS F und II-A agrees to vote the 141,600 shares of Preferred Stock (566,400 shares of Common Stock on a fully converted basis) of the Company held by it in favor of the Financing. By virtue of having entered into the Voting Agreement, CPS Fund II-A may be deemed to be a member of a “Group” with the other parties to the Voting Agreement, and may be deemed to share beneficial ownership of the Securities of the Company owned by such other parties to the Voting Agreement. Information regarding the parties to the Voting Agreement and the Securities owned by them is set forth in the Table and the footnotes thereto included in Item 3 above, which are hereby incorporated by reference herein.

(b) Regarding the number of shares as to which such Reporting Person has:

     (i) sole power to vote or to direct the vote: 0 shares for each Reporting Person

     (ii) shared power to vote or to direct the vote: 19,420,070 shares for CPS II, CPS Fund II-A, and each Managing Member (includes (on a fully converted basis): (i) 566,400 shares of Common Stock issuable upon conversion of 141,600 shares of Preferred Stock owned by CPS Fund II-A, (ii) 368,160 shares of Common Stock issuable upon exercise of currently exercisable Warrants owned by CPS Fund II-A, (iii) 33,600 shares of Common Stock issuable upon conversion of 8,400 shares of Preferred Stock owned by CPS Fund II-B; (iv) 21,840 shares of Common Stock issuable upon exercise of currently exercisable Warrants owned by CPS Fund II-B, (v) an aggregate of 12,851,566 shares of Common Stock owned by other parties to the Voting Agreement; and (vi) an aggregate of 5,578,504 shares of Common Stock issuable upon conversion of 1,394,626 shares of Preferred Stock owned by other parties to the Voting Agreement).

               990,000 shares for CPS Fund II-B (includes (on a fully converted basis): (i) 566,400 shares of Common Stock issuable upon conve rsion of 141,600 shares of Preferred Stock owned by CPS Fund II-A, (ii) 368,160 shares issuable upon exercise of currently exercisable Warrants owned by CPS Fund II-A, (iii) 33,600 shares of Common Stock issuable upon conversion of 8,400 shares of Preferred Stock owned by CPS Fund II-B; and (iv) 21,840 shares of Common Stock issuable upon exercise of currently exercisable Warrants owned by CPS Fund II-B).

     (iii) sole power to dispose or to direct the disposition: 0 shares for each Reporting Person

     (iv) shared power to dispose or to direct the disposition: 990,000 shares for CPS II, CPS Fund II-A, CPS Fund II-B and each Managing Member (includes (on a fully converted basis): (i) 566,400 shares of Common Stock issuable upon conversion of 141,600 shares of Preferred Stock owned by CPS Fund II-A, (ii) 368,160 shares issuable upon exercise of currently exercisable Warrants owned by CPS Fund II-A, (iii) 33,600 shares of Common Stock issuable upon conv ersion of 8,400 shares of Preferred Stock owned by CPS Fund II-B; and (iv) 21,840 shares of Common Stock issuable upon exercise of currently exercisable Warrants owned by CPS Fund II-B).

(c) Except as set forth in this Schedule 13D, none of the Reporting Persons has effected any transaction in any Securities during the last 60 days.

(d) No other person is known to have the right to receive or the power to direct the receipt of dividends from, or any proceeds from the sale of, the Securities beneficial ly owned by any of the Reporting Persons.

     Pursuant to the Purchase Agreement, (i) CPS Fund II-A agrees to purchase 1,194,936 shares of Common Stock and a Warrant exercisable for up to 268,860 shares of Common Stock for a purchase price of $943,999.44, and (ii) CPS Fund II-B agrees to purchase 70,88 6 shares of Common Stock and a Warrant exercisable for up to 15,949 shares of Common Stock for a purchase price of $55,999.94. In addition, pursuant to the Repricing Agreement, the current Warrants held by each of CPS Fund II-A and CPS Fund II-B currently exercisable for 368,160 and 21,840 shares of Common Stock, respectively, at an exercise price of $6.97 per share, will be cancelled and will be replaced by Warrants exercisable for a like number of shares of Common Stock at an exercise price of $1.12 per s hare.

     In connection with the Purchase Agreement, CPS Fund II-A entered into the Voting Agreement, whereby each of the parties thereto agrees to vote the shares of Common Stock and Preferred Stock (on a Common Stock equivalent basis) specified next to such party's name on Exhibit A to the Voting Agreement in favor of the Financing. As a party to the Voting Agreement, CPS Fund II-A agrees to vote the 141,600 shares of Preferred Stock (566,400 shares of Common Stock on a fully converted basis) of the Company held by it in favor of the Financing. By virtue of having entered into the Voting Agreement, CPS Fund II-A may be deemed to be a member of a “Group” with the other parties to the Voting Agreement, and may be deemed to share beneficial ownership of the Securities of the Company beneficially owned by such other parties to the Voting Agreement. Information regarding the parties to the Voting Agreement and the Securities owned by them is set forth in the Table and the f ootnotes thereto included in Item 3 above, which are hereby incorporated by reference herein. The Voting Agreement will terminate on the earlier of (i) the closing of the transactions pursuant to the Purchase Agreement, (ii) termination of the Purchase Agreement pursuant to the terms thereof, (iii) the written agreement of all parties to the Voting Agreement, or (iv) April 30, 2003. CPS Fund II-B is not a party to the Voting Agreement.

     In reliance on Rule 13d-1(k)(2) of the Exchange Act, all information relating to the other parties to the Voting Agreement included in this Schedule 13D, is based solely on the information set forth in, and attached as exhibits and schedules to, the Voting Agreement, the Purchase Agreement, the Repricing Agreement and the Preliminary Proxy Statement filed by the Company with the Securities and Exchange Commission on February 11, 2003. None of CPS II, CPS Fund II-A, CPS Fund II-B and Messrs. Hughes, Johnston and Warnock knows or has reason to kno w of any information relating to the (i) legal organization or citizenship, as applicable, (ii) ownership, (iii) principal business address, (iv) principal business purpose, (v) legal proceedings, and (vi) ownership of Securities of the Company, of the parties to the Voting Agreement or any other agreement, except for the information included in response to Item 3 of this Schedule 13D.

Exhibit 2 - Securities Purchase Agreement dated as of February 10, 2003*

Exhibit 3 - Voting Agreement dated as of February 10, 2003