<DOCUMENT>
<TYPE>EX-4.46
<SEQUENCE>5
<FILENAME>d56674_ex4-46.txt
<DESCRIPTION>LETTER
<TEXT>

                                                                    EXHIBIT 4.46

                                                                   June 20, 2003

To the Holders
      of the 6% / 12% Secured Notes
      (formerly the 20% Secured Notes)

      We hereby seek your approval for the extension of the maturity date of the
6% / 12% Secured Notes from July 1, 2003 until September 30, 2003. This
extension will enable us to satisfy the Notes in a manner that meets the needs
of both the Noteholders and the Company.

      Our cash resources are currently inadequate to allow us to pay the Notes
at maturity in cash. Further, though we have the right to pay the Notes and
certain similar debt obligations in Common Stock at maturity, at the $.30
closing price of our shares on May 30, 2003 this would have required issuance of
15,857,000 shares, a number which exceeds the 12,633,370 shares now outstanding
and also exceeds the number of shares available for issuance. Accordingly, we
have submitted to our stockholders for approval a proposed amendment to our
Certificate of Incorporation increasing the authorized shares of Common Stock.

      At the Annual Meeting of Stockholders we are also seeking approval of the
creation of a new class of "blank check" Preferred Stock. The existence of a
blank check Preferred Stock would also allow us to offer payment of the debt
through issuance of a security which would have rights more beneficial to the
investors and superior to the Common Stock, which we would otherwise be forced
to use. For example, the Preferred Stock could have significant liquidation
preferences over the Common Stock, and could be convertible at the option of the
holder. Thus investors would be given, for the first time, the opportunity to
have liquidity on their investment. To protect investors in the Notes against
the extraordinary dilution which would occur through issuance of the tremendous
number of shares of Common Stock now required to satisfy the debt, there could
also be limitations on the magnitude of sales of the Common Stock issued in
conversion at any time, depending on market conditions. Of course, these are
just illustrations. Whether the investors will prefer to receive Preferred Stock
instead of Common Stock and the terms of the Preferred Stock are yet to be
discussed. For that reason, some time is necessary to allow these discussions to
occur.

      Accordingly, to allow time for the orderly payment of the Notes and to
avoid the adverse consequences of a default, we would appreciate your agreeing
to the extension by executing and returning the attached copy of this letter.

                                           Very truly yours,


                                           Leonard Osser
                                           Chairman & Chief Executive Officer

Accepted and approved this
     day of June 2003

[Note Holder.]


by:
   ----------------------------

</TEXT>
</DOCUMENT>
