Exhibit — 10.24

CONSOLIDATED EBITDA

Earnings before interest, taxes, depreciation and amortization, non-cash stock compensation and payments, non-cash charges that do not result in future cash obligations, any extraordinary or non recurring gains (losses) and any non-cash transactions (Consolidated EBITDA) is not intended to present a measure of performance in accordance with accounting principles generally accepted in the United States (GAAP). Nor should Consolidated EBITDA be considered as an alternative to statements of cash flows as a measure of liquidity. Consolidated EBITDA is included herein as means to measure operating performance that financial analysts, lenders, investors and other interested parties find to be a useful tool for analyzing companies.

The definition of Consolidated EBITDA is defined in the senior secured convertible notes as a measurement for meeting the notes covenant requirements. Consolidated Net Debt is defined as the sum of (a) aggregate stated balance sheet amount of all Indebtedness of the Company plus or minus (b) any adjustment required to include the Amended Notes at their face amount rather than fair value that is used for GAAP presentation, minus (c) the aggregate stated balance sheet amount of unrestricted cash and cash equivalents of the Company in accordance with GAAP. For the twelve months ended December 31, 2008, the quotient of Consolidated Net Debt divided by Consolidated EBITDA, was required to be not less than 4.50 in order for the Company to be compliant with covenant requirements of the notes. The Company was in compliance with the required covenant at December 31, 2008.

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The following table reconciles our consolidated net earnings per GAAP to Consolidated EBITDA:

	Twelve Months
	Ended December 31,
	2008
Consolidated Net Loss	$	(10,442	)
Any extraordinary or non recurring gains or losses
Loss from disposed operations, net of tax		50
Write-down of Goodwill and long-lived assets		3,957
Gain on sale of subsidiaries		(2,750	)
Non-cash charges that do not result in future cash obligations
Loss from fair value of notes and warrants		1,104
Loss from Sale of Fixed Assets		212
Non-cash expenses associated with stock compensation expense		590
Tax refunds, use of net operating losses to offset taxes or other net tax benefits
Other non-cash charges that do not result in future cash obligations
Adjusted Net Loss before	$	(7,279	)
Interest Income		(760	)
Interest Expense		6,732
Income tax expense		216
Depreciation Expense		5,494
Amortization Expense		835
Any non-cash transactions
Foreign currency losses		2,366
Adjustments related to Inventory		1,089
Bad Debt Expense		673
Hedge or non-hedge derivative adjustments		—
Consolidated EBITDA	$	9,366
Other Financial Disclosure Required based on terms of notes:
Consolidated Net Interest Expense	$	5,972
Consolidated Net Debt (Total Debt less Cash and Cash Equivalents) at December 31, 2008	$	1,457
Quotient of Consolidated Net Debt divided by Consolidated EBITDA		0.16
Covenant Requirement — not more than		4.50
Covenant Status		PASSED

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